Common use of Employees; Employee Benefits Clause in Contracts

Employees; Employee Benefits. (a) For the 12-month period following the Closing Date (the “Continuation Period”), Buyer shall provide, or shall cause the Company to continue providing, to each individual who is a Business Employee as of the Closing (each, a “Continuing Employee”): (i) a base salary or hourly wage rate, as applicable, that is at least equal to the base salary or hourly wage rate provided to such Continuing Employee immediately prior to the Closing, (ii) annual or other short-term cash bonus opportunities (for the avoidance of doubt, excluding equity and equity based rights) that are substantially comparable to those provided to such Continuing Employee immediately prior to Closing, and (iii) medical and defined contribution retirement benefits that are substantially comparable, in the aggregate, to those provided to similarly situated employees of Buyer or its Affiliates. If Buyer terminates, or causes the Company to terminate, any Continuing Employee in the 6-month period following the Closing Date (each, a “Terminated Employee”), Buyer or the Company, as the case may be, shall provide to such Terminated Employee the amount of severance, as determined by Buyer in good faith, to which such Terminated Employee would have been entitled under the Company’s existing severance plan in place as of the Closing Date. (b) For all purposes, including vesting, eligibility to participate and level of benefits (other than benefits under defined benefit pension plans) under the Employee Benefit Plans of Buyer or its Affiliates (as applicable) providing benefits to Continuing Employees after the Closing in which such Continuing Employees are eligible to participate (the “New Plans”), each Continuing Employee in such plans shall be credited with his or her years of service with the Company and its predecessors prior to the Closing, to the same extent as such Continuing Employee was entitled, before the Closing, to credit for such service under any similar Employee Benefit Plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Closing (such plans, collectively, the “Old Plans”); provided, however, that the foregoing shall not apply to the extent that its application would result in a duplication of benefits with respect to the same period of service. In addition, and without limiting the generality of the foregoing, Buyer shall undertake commercially reasonable efforts to provide that (i) each Continuing Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under any such New Plan replaces coverage under any Old Plan and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical, vision, disability, life insurance and/or other welfare benefits to any Continuing Employee (collectively, the “New Welfare Plans”), Buyer shall cause (A) all pre-existing conditions, exclusions or limitations, eligibility waiting periods and actively-at-work requirements of such New Welfare Plans to be waived for such Continuing Employee and his or her covered dependents (to the extent such conditions, exclusions, limitations, periods and requirements were waived or satisfied as of immediately prior to the Closing under comparable Old Plans), and (B) any eligible expenses incurred by each Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such Continuing Employee’s participation in the corresponding New Welfare Plan begins to be taken into account under such New Welfare Plan for purposes of satisfying all deductible, co-payment, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Welfare Plan. (c) As of the Closing, Seller and its Affiliates (other than the Group Companies) shall assume and/or retain sponsorship of and be solely responsible for all Liabilities relating to or at any time arising under or in connection with or pursuant to any Employee Benefit Plan or other plan, program, arrangement, or agreement providing compensation or benefits to any current or former director, officer, employee or other service provider of Seller or its Affiliates. (d) Nothing contained in this Section 7.3 or elsewhere in this Agreement, express or implied, shall confer upon any current or former Business Employee or Business Service Provider any right to continued employment or service (or resumed employment or service) subsequent to the Closing. This Section 7.3 shall operate exclusively for the benefit of the Parties and not for the benefit of any other Person, including any current or former Business Employees or the Continuing Employees, which Persons shall have no rights to enforce this Section 7.3 of this Agreement. Nothing in this Section 7.3 shall: (i) create any third party rights in any current or former Business Employee or Business Service Provider (including any beneficiary or dependent thereof) or (ii) be treated as an amendment of any Employee Benefit Plan or restrict the ability of the Parties or their Affiliates to amend, modify, discontinue or terminate any Employee Benefit Plan or any other employee benefit plan, practice or policy established or maintained by the Parties or their Affiliates.

Employees; Employee Benefits. Subject to Section 9.11 of this Agreement, (a) For the 12-month period following the Closing Date (the “Continuation Period”), If requested by Buyer shall provide, or shall cause the Company to continue providing, to each individual who is a Business Employee as of the Closing (each, a “Continuing Employee”): (i) a base salary or hourly wage rate, as applicable, that is in writing at least equal to the base salary or hourly wage rate provided to such Continuing Employee immediately three days prior to the Closing, (ii) annual or other short-term cash bonus opportunities (for the avoidance of doubtSeller shall cause there to be adopted, excluding equity and equity based rights) that are substantially comparable to those provided to such Continuing Employee immediately prior to Closing, and resolutions terminating any Company Plan intended to be a cash or deferred arrangement under Code Section 401(k). If any such plan is terminated, Buyer shall take all steps reasonably necessary or appropriate so that, as soon as practicable following the Closing Date, participants in any such plan are permitted to take a distribution or (iiiif then employed by buyer or an affiliate of Buyer) medical and to roll over their benefits under that plan to one or more defined contribution retirement benefits that are substantially comparable, in plans sponsored by the aggregate, to those provided to similarly situated employees of Buyer or its Affiliatesaffiliates. If On and after the Closing, until at least the first anniversary of the Closing, Buyer terminatesshall cause the Companies to provide the employees of the Companies with salary and benefit plans, or causes the Company programs and arrangements (including but not limited to terminate, any Continuing Employee severance benefits) comparable in the 6-month period following aggregate than those currently provided by the Closing Date (each, a “Terminated Employee”), Buyer or the applicable Company, as the case may be, shall provide to such Terminated Employee the amount of severance, as determined by Buyer in good faith, to which such Terminated Employee would have been entitled under the Company’s existing severance plan in place as of the Closing Date. (b) For all purposes, including vesting, eligibility to participate and level If any employee of benefits (other than benefits under defined a Company becomes a participant in any employee benefit pension plans) under the Employee Benefit Plans plan of Buyer or any of its Affiliates (as applicable) providing benefits to Continuing Employees after the Closing in which affiliates, such Continuing Employees are eligible to participate (the “New Plans”), each Continuing Employee in such plans employee shall be credited with his or her years given credit under such plan for the last continuous period of service with the such Company and its predecessors prior to the Closing, to the same extent as such Continuing Employee was entitled, before the Closing, to credit for such service under any similar Employee Benefit Plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Closing for purposes of determining eligibility to participate andvesting in benefits but for no other purpose (such plansincluding, collectively, the “Old Plans”); provided, however, that the foregoing shall not apply to the extent that its application would result in a duplication of benefits with respect to the same period of service. In addition, and without limiting the generality of the foregoing, the accrual of benefits. (c) In the event that any person who is an employee of any Company immediately prior to the Closing (an “Affected Employee”) is discharged by Buyer or any Company after the Closing, then Buyer shall undertake commercially reasonable efforts be responsible for severance costs, if any, for such Affected Employee. Buyer shall be responsible and assume all liability for all notices or payments due to provide that any Affected Employees, and all notices, payments, fines or assessments due to any governmental authority, under any applicable Law with respect to the employment, discharge or layoff of employees by any Company after the Closing, including but not limited to, the WARN Act and any rules or regulations as have been issued in connection with the foregoing. (id) Buyer agrees that, upon the Closing, each Continuing Affected Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under any such New Plan replaces coverage under any Old Plan and a group health plan (iias defined in Section 5000(b)(1) for purposes of each New Plan providing medical, dental, pharmaceutical, vision, disability, life insurance and/or other welfare benefits to any Continuing Employee (collectively, the “New Welfare Plans”), Buyer shall cause (A) all pre-existing conditions, exclusions or limitations, eligibility waiting periods and actively-at-work requirements of such New Welfare Plans to be waived for such Continuing Employee and his or her covered dependents (to the extent such conditions, exclusions, limitations, periods and requirements were waived or satisfied as of immediately prior to the Closing under comparable Old Plans), and (B) any eligible expenses incurred by each Continuing Employee and his or her covered dependents during the portion of the plan year of Code) which credits such Affected Employee towards the Old Plan ending on the date such Continuing Employee’s participation in the corresponding New Welfare Plan begins to be taken into account under such New Welfare Plan for purposes of satisfying all deductible, co-paymentdeductibles, coinsurance and maximum out-of-pocket requirements applicable to provisions imposed under such Continuing Employee and his or her covered dependents group health plan, for the calendar year during which the Closing Date occurs, with any applicable plan expenses already incurred during the portion of the year as if such amounts had been paid in accordance with such New Welfare Planpreceding the Closing Date under the applicable group health plans of the Companies. (ce) As of the Closing, Seller Sellers and its Affiliates (Buyer shall provide each other than the Group Companies) shall assume and/or retain sponsorship of and be solely responsible for all Liabilities relating to or at any time arising under or in connection with or pursuant to any Employee Benefit Plan or other plan, program, arrangement, or agreement providing compensation or benefits to any current or former director, officersuch documents, employee or data and other service provider information as may be reasonably required to carry out the provisions of Seller or its Affiliates. (d) Nothing contained in this Section 7.3 or elsewhere in this Agreement, express or implied, shall confer upon any current or former Business Employee or Business Service Provider any right to continued employment or service (or resumed employment or service) subsequent to the Closing. This Section 7.3 shall operate exclusively for the benefit of the Parties and not for the benefit of any other Person, including any current or former Business Employees or the Continuing Employees, which Persons shall have no rights to enforce this Section 7.3 of this Agreement. Nothing in this Section 7.3 shall: (i) create any third party rights in any current or former Business Employee or Business Service Provider (including any beneficiary or dependent thereof) or (ii) be treated as an amendment of any Employee Benefit Plan or restrict the ability of the Parties or their Affiliates to amend, modify, discontinue or terminate any Employee Benefit Plan or any other employee benefit plan, practice or policy established or maintained by the Parties or their Affiliates5.8.

Employees; Employee Benefits. (a) For Company shall promptly notify Buyer of all new employees hired and all employee promotions made during the period commencing on the date hereof through the Closing Date. During the period from the Closing Date until the 12-month period following the Closing Date (the “Continuation Period”)anniversary thereof, Buyer shall provideshall, or shall cause its Subsidiaries to, provide to each Person who is employed by the Company or any of its Subsidiaries immediately prior to continue providingthe Effective Time and who remains in the employment of the Company and its Subsidiaries on or after the Effective Time (the “Continuing Employees”) compensation (including base salary and incentive and bonus opportunities, but excluding equity-based compensation) and benefits (including paid time off, 401(k), health and severance) that are not materially less favorable (taken as a whole) than those provided to each individual the Continuing Employees immediately prior to the Effective Time. Each Continuing Employee who is a Business Employee employed by the Company or any of its Subsidiaries as of the Offer Closing shall be entitled to receive 100% of his or her target cash bonus for 2011, which bonus shall be payable on the date on which such bonus would otherwise be paid, as long as such Continuing Employee is employed by the Company or any of its Subsidiaries as of such date; provided, if prior to the date on which the bonus would be paid, such Continuing Employee’s employment is terminated by the Company or such Subsidiary without Cause (Cause shall be defined and have the meaning accorded to it under Georgia common law, including but not limited to Employee’s violation of the Company’s or Buyer’s Code of Conduct), such Continuing Employee shall receive such bonus on or about the date of termination. (b) The service of each Continuing Employee with the Company or any of its Subsidiaries (or any predecessor employer) prior to the Effective Time shall be treated as service with Buyer and its Subsidiaries for purposes of each (A) “employee pension benefit plan” (as defined in Section 3(2) of ERISA), (B) “employee welfare benefit plan” (as defined in Section 3(1) of ERISA), (C) post-retirement or employment health or medical plan, program, policy or arrangement, (D) bonus, incentive or deferred compensation or equity or equity-based compensation plan, program, policy or arrangement, (E) severance, change in control, retention or termination plan, program, policy or arrangement or (F) other material compensation or benefit plan, program, policy or arrangement (each, a “Continuing EmployeeBuyer Benefit Plan”): (i) a base salary or hourly wage rate, as applicable, that is at least equal to which the base salary or hourly wage rate provided Buyer makes available to such Continuing Employee immediately prior to the ClosingEmployee, including for purposes of eligibility, vesting and benefit levels and accruals (ii) annual or other shortthan benefit accruals under any tax-term cash bonus opportunities (for the avoidance of doubt, excluding equity and equity based rights) that are substantially comparable to those provided to such Continuing Employee immediately prior to Closing, and (iii) medical and defined contribution qualified retirement benefits that are substantially comparable, in the aggregate, to those provided to similarly situated employees of Buyer or its Affiliates. If Buyer terminates, or causes the Company to terminate, any Continuing Employee in the 6-month period following the Closing Date (each, a “Terminated Employee”plan), Buyer but not in any case where credit would result in duplication of benefits or the Company, as the case may be, shall provide to such Terminated Employee the amount for purposes of severance, as determined by Buyer in good faith, to which such Terminated Employee would have been entitled under the Company’s existing severance plan in place as accrual of the Closing Datepension benefits. (bc) For all purposesFollowing the Effective Time, including vesting, eligibility to participate and level for purposes of benefits (other than benefits under defined benefit pension plans) under the Employee Benefit Plans of each Buyer or its Affiliates (as applicable) providing benefits to Continuing Employees after the Closing in which such Continuing Employees are eligible to participate (the “New Plans”), each Continuing Employee in such plans shall be credited with his or her years of service with the Company and its predecessors prior to the Closing, to the same extent as such Continuing Employee was entitled, before the Closing, to credit for such service under any similar Employee Benefit Plan in which such any Continuing Employee participated or was his or her eligible dependents is eligible to participate immediately prior to after the Closing (such plans, collectively, the “Old Plans”); provided, however, that the foregoing shall not apply to the extent that its application would result in a duplication of benefits with respect to the same period of service. In addition, and without limiting the generality of the foregoingEffective Time, Buyer shall, or shall undertake commercially reasonable efforts to provide that cause its Subsidiaries to, (i) each Continuing Employee shall be immediately eligible to participate, without waive any waiting time, in any and all New Plans to the extent coverage under any such New Plan replaces coverage under any Old Plan and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical, vision, disability, life insurance and/or other welfare benefits to any Continuing Employee (collectively, the “New Welfare Plans”), Buyer shall cause (A) all pre-existing conditionscondition, exclusions or limitationsexclusion, eligibility waiting periods and actively-at-work requirements of such New Welfare Plans to be waived for such Continuing Employee and his requirement or her covered dependents (waiting period to the extent such conditionscondition, exclusionsexclusion, limitations, periods requirement or waiting period was satisfied or waived under the comparable Company Compensation and requirements were waived or satisfied Benefit Plan as of immediately the Effective Time (or, if later, any applicable plan transaction date) and (ii) provide full credit for any co-payments, deductibles or similar payments made or incurred prior to the Closing under comparable Old Plans), and (B) any eligible expenses incurred by each Continuing Employee and his or her covered dependents during the portion of Effective Time for the plan year of in which the Old Plan ending on the date Effective Time (or such Continuing Employee’s participation in the corresponding New Welfare Plan begins to be taken into account under such New Welfare Plan for purposes of satisfying all deductible, co-payment, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Welfare Plan. (ctransition date) As of the Closing, Seller and its Affiliates (other than the Group Companies) shall assume and/or retain sponsorship of and be solely responsible for all Liabilities relating to or at any time arising under or in connection with or pursuant to any Employee Benefit Plan or other plan, program, arrangement, or agreement providing compensation or benefits to any current or former director, officer, employee or other service provider of Seller or its Affiliatesoccurs. (d) Nothing contained Except as specifically contemplated by this Agreement, Buyer shall, and shall cause its Subsidiaries to, honor, in accordance with its terms, each Company Compensation and Benefit Plan and all obligations thereunder, including any rights or benefits arising as a result of the transactions contemplated by this Agreement (either alone or in combination with any other event), and Buyer hereby acknowledges that the consummation of the Merger constitutes a change of control for all purposes under such Company Compensation and Benefit Plans. (e) Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall be construed as requiring Buyer or any of its Subsidiaries to employ any Continuing Employee for any length of time following the Closing Date. Subject to the limitations and requirements specifically set forth in this Section 7.3 or elsewhere 6.12, nothing in this Agreement, express or implied, shall confer upon be construed to prevent Buyer or any current or former Business Employee or Business Service Provider any right to continued employment or service (or resumed employment or service) subsequent to the Closing. This Section 7.3 shall operate exclusively for the benefit of the Parties and not for the benefit of any other Person, including any current or former Business Employees or the Continuing Employees, which Persons shall have no rights to enforce this Section 7.3 of this Agreement. Nothing in this Section 7.3 shall: its Subsidiaries from (i) create terminating, or modifying the terms of employment of, any third party rights in any current or former Business Continuing Employee or Business Service Provider (including any beneficiary or dependent thereof) following the Closing Date or (ii) be treated as an amendment of terminating or modifying to any Employee extent any Company Compensation and Benefit Plan or restrict the ability of the Parties or their Affiliates to amendPlan, modify, discontinue or terminate any Employee Buyer Benefit Plan or any other employee benefit plan, practice program, agreement or arrangement that Buyer or any of its Subsidiaries may establish or maintain provided, however, that to the extent that, and for so long as, a Continuing Employee remains employed by Buyer or any of its Subsidiaries during the 12-month period following the Closing, the compensation and benefits payable to such employee during such period shall be subject to Section 6.12. No covenant or other undertaking in this Agreement shall constitute an amendment to any employee benefit plan, program, policy established or maintained arrangement, and any covenant or undertaking that suggests that an employee benefit plan, program, policy or arrangement will be amended shall be effective only upon the adoption of a written amendment in accordance with the amendment procedures of such plan, program, policy or arrangement. (f) The Company shall use its reasonable efforts, as soon as possible after the date hereof, to assist the Buyer in obtaining retention and noncompete agreements in the form approved by Buyer from those employees of the Parties or their AffiliatesCompany reasonably requested by Buyer.

Employees; Employee Benefits. (a) For The Seller Disclosure Schedule sets forth the 12-month period following names, job titles and current base compensation (broken down by category, e.g., salary, bonus, commission) of all employees of the Closing Date Seller (the “Continuation PeriodEmployees”), Buyer shall provide, or shall cause the Company to continue providing, to each individual who is a Business Employee as of the Closing (each, a “Continuing Employee”): (i) a base salary or hourly wage rate, as applicable, that is at least equal to the base salary or hourly wage rate provided to such Continuing Employee immediately prior to the Closing, (ii) annual or other short-term cash bonus opportunities (for the avoidance of doubt, excluding equity and equity based rights) that are substantially comparable to those provided to such Continuing Employee immediately prior to Closing, and (iii) medical and defined contribution retirement benefits that are substantially comparable, in the aggregate, to those provided to similarly situated employees of Buyer or its Affiliates. If Buyer terminates, or causes the Company to terminate, any Continuing Employee in the 6-month period following the Closing Date (each, a “Terminated Employee”), Buyer or the Company, as the case may be, shall provide to such Terminated Employee the amount of severance, as determined by Buyer in good faith, to which such Terminated Employee would have been entitled under the Company’s existing severance plan in place as of the Closing Date. (b) For Except as set forth on the Seller Disclosure Schedule, the Seller is in material compliance with all purposesfederal and state laws respecting employment and employment practices, including vestingterms and conditions of employment, eligibility to participate wages and level hours. To the Knowledge of benefits (other than benefits under defined benefit pension plans) under the Employee Benefit Plans of Buyer or its Affiliates (as applicable) providing benefits to Continuing Employees after Seller, Seller is not and has not been engaged in any unfair labor practice, and no unfair labor practice complaint against the Closing in which such Continuing Employees are eligible to participate (the “New Plans”), each Continuing Employee in such plans shall be credited with his or her years of service with the Company and its predecessors prior to the Closing, to the same extent as such Continuing Employee was entitled, Seller is pending before the Closing, to credit for such service under any similar Employee Benefit Plan in which such Continuing Employee participated or was eligible to participate immediately prior to National Labor Relations Board. To the Closing (such plans, collectively, the “Old Plans”); provided, however, that the foregoing shall not apply to the extent that its application would result in a duplication of benefits with respect to the same period of service. In addition, and without limiting the generality Knowledge of the foregoingSeller, Buyer shall undertake commercially reasonable efforts to provide that (i) each Continuing Employee shall be immediately eligible to participatethere is no labor strike or other labor trouble pending, without any waiting timebeing Threatened against, in any and all New Plans to or affecting the extent coverage under any such New Plan replaces coverage under any Old Plan and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical, vision, disability, life insurance and/or other welfare benefits to any Continuing Employee (collectively, Seller. To the “New Welfare Plans”), Buyer shall cause (A) all pre-existing conditions, exclusions or limitations, eligibility waiting periods and actively-at-work requirements of such New Welfare Plans to be waived for such Continuing Employee and his or her covered dependents (to the extent such conditions, exclusions, limitations, periods and requirements were waived or satisfied as of immediately prior to the Closing under comparable Old Plans), and (B) any eligible expenses incurred by each Continuing Employee and his or her covered dependents during the portion Knowledge of the plan year of the Old Plan ending on the date such Continuing Employee’s participation in the corresponding New Welfare Plan begins Seller, there are presently no attempts to be taken into account under such New Welfare Plan for purposes of satisfying all deductible, coorganize non-payment, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Welfare Planunion employees. (c) As The Seller Disclosure Schedule sets forth a complete and accurate list of all, to the extent presently in effect, plans, agreements, arrangements, commitments, policies or understandings of any kind (whether written or oral) (i) which relate to employee benefits, (ii) which pertain to or cover present or former employees, retirees, directors, managers or independent contractors (or their beneficiaries, dependents or spouses) of the Closing, Seller and its Affiliates (other than the Group Companies) shall assume and/or retain sponsorship of and be solely responsible for all Liabilities relating to or at any time arising under or in connection with or pursuant to any Employee Benefit Plan or other plan, program, arrangement, or agreement providing compensation or benefits to any current or former director, officer, employee or other service provider of Seller or its Affiliatespredecessors in interest and (iii) which are currently or expected to be adopted, maintained by, sponsored by, or contributed to by the Seller or any employer which, under Section 414 of the Code, would constitute a single employer with the Seller (a “Seller Affiliate”) or as to which the Seller has any ongoing liability or obligation whatsoever (collectively, “Employee Benefit Plans”), including all: (1) employee benefit plans as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (2) all other deferred compensation, early retirement, incentive, profit-sharing, thrift, stock ownership, stock appreciation rights, bonus, stock option, stock purchase, welfare or vacation, or other nonqualified benefit plans or arrangements and (3) trusts, group annuity contracts, insurance policies or other funding media for the plans and arrangements described hereinabove. For purposes of this Agreement, the terms “ERISA” and the “Code” shall include reference to the appropriate regulations promulgated thereunder, all as amended from time to time. (d) Nothing contained Except as set forth on the Seller Disclosure Schedule, the Seller, its predecessors in this Section 7.3 or elsewhere interest and all Seller Affiliates have complied in this Agreement, express or implied, shall confer upon any current or former Business Employee or Business Service Provider any right all material respects with all of their respective obligations with respect to continued employment or service (or resumed employment or service) subsequent to the Closing. This Section 7.3 shall operate exclusively for the benefit of the Parties and not for the benefit of any other Person, including any current or former Business Employees or the Continuing Employees, which Persons shall have no rights to enforce this Section 7.3 of this Agreement. Nothing in this Section 7.3 shall: (i) create any third party rights in any current or former Business Employee or Business Service Provider (including any beneficiary or dependent thereof) or (ii) be treated as an amendment of any each Employee Benefit Plan (including filing or restrict distributing all reports or notices required by ERISA or the ability Code and complying with all requirements of the Parties or their Affiliates to amend, modify, discontinue or terminate any Part 6 of ERISA and Code Section 4980B) and have maintained each Employee Benefit Plan or any other in material compliance with all applicable laws and regulations (including ERISA and the Code). Each Employee Benefit Plan, which is an “employee pension benefit plan” as defined in Section 3(2) of ERISA and intended to qualify under Code Sections 401(a) and 501(a) (“Retirement Plans”), practice has received a favorable determination letter from the Internal Revenue Service, and the Internal Revenue Service has not Threatened or policy established taken any action to revoke any favorable determination letter issued with respect to any such Retirement Plan. No amendment to any Retirement Plan or maintained by related trust has been adopted since receipt of the Parties most recent determination letter issued with respect to the Retirement Plan or their Affiliatesrelated trust that would cause disqualification of the Retirement Plan or related trust, and no failure to adopt timely amendments to any Retirement Plan as required under ERISA or the Code would cause such disqualification. For purposes of this Section any failure to comply with the tax qualification standards of Code Section 401(a) with respect to any Retirement Plan shall be deemed to be “material”. (e) Neither the Seller, its predecessors in interest nor any Seller Affiliate has at any time maintained, sponsored or contributed to any “pension plan” as defined in ERISA Section 3(2) which is subject to Title IV of ERISA or contributed to any such pension plan which is a multiemployer plan as defined in ERISA Section 3(37)(A) and 4001(a)(3).

Employees; Employee Benefits. (a) For Prior to the 12Closing, Buyer may make offers of employment on an at-month period following will basis to the employees of Seller identified by Buyer on a schedule to be delivered to Seller as promptly as reasonably practicable (but in any event no later than five Business Days prior to the Closing Date Date) after the date hereof (the “Continuation PeriodBusiness Employees Schedule” and such employees, the “Business Employees”), ; provided that Buyer shall provide, undertake to make any such offers in writing. Such employees who accept Buyer’s offer of employment and commence working for Buyer or shall cause the Company to continue providing, to each individual who is a Business Employee Subsidiary of Buyer as of the Closing (each, a Date are hereinafter referred to as the “Continuing EmployeeEmployees”): . The Parties agree that the Continuing Employees will not be treated as incurring a separation from service under Treasury Regulation Section 1.409A-1(h) for purposes of any Employee Plan, severance or other deferred compensation plans of Seller. For a period of 12 months after the Closing, Buyer or a Subsidiary of Buyer shall provide each Continuing Employee during employment with salary, wages, bonus and/or incentive compensation, and other employee benefit plans, programs, and arrangements of Buyer or its Subsidiaries that are substantially comparable in the aggregate to, (i) a base salary or hourly wage ratewith respect to compensation, as applicable, that is at least equal the compensation provided by Seller to the base salary or hourly wage rate provided to each such Continuing Employee immediately prior to the Closing, Closing and (ii) annual with respect to benefits, the benefits offered by Buyer to similarly-situated employees (excluding for this purpose, in any case, any equity compensation, defined benefit or other short-term cash bonus opportunities (for the avoidance of doubtretiree medical plans, excluding equity and equity based rights) that are substantially comparable to those programs or arrangements provided to such Continuing Employee immediately by Seller prior to the Closing, and (iii) medical and defined contribution retirement benefits that are substantially comparable, in the aggregate, to those provided to similarly situated employees of Buyer or its Affiliates. If Buyer terminates, or causes the Company to terminate, any Continuing Employee in the 6-month period following the Closing Date (each, a “Terminated Employee”), Buyer or the Company, as the case may be, shall provide to such Terminated Employee the amount of severance, as determined by Buyer in good faith, to which such Terminated Employee would have been entitled under the Company’s existing severance plan in place as of the Closing Date. (b) For With respect to each employee benefit plan maintained by the Buyer or any of Subsidiary of Buyer in which Continuing Employees become eligible to participate on or after the Closing, the Continuing Employees shall be given credit for all purposesservice with Seller or a Subsidiary of Seller, including vestingas applicable, for purposes of determining eligibility to participate and level of benefits vesting (other than benefits under defined benefit pension plansexcluding with respect to any equity compensation awards) under the Employee Benefit Plans of Buyer or its Affiliates (as applicable) providing benefits to Continuing Employees after the Closing in which such Continuing Employees are eligible to participate (the “New Plans”), each Continuing Employee in such plans shall be credited with his or her years of service with the Company and its predecessors prior to the Closing, to the same extent as if such Continuing Employee was entitled, before services had been rendered to Buyer or any of its Affiliates. (c) As to the plan years then in place at the Closing, to credit for such service under any similar Employee Benefit Plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Closing (such plans, collectively, the “Old Plans”); provided, however, that the foregoing shall not apply to the extent that its application would result in a duplication of benefits with respect to the same period of service. In addition, and without limiting the generality of the foregoing, Buyer shall undertake commercially use all reasonable best efforts to provide that to: (i) each Continuing Employee shall be immediately eligible waive all limitations as to participate, without any waiting time, in any and all New Plans to the extent coverage under any such New Plan replaces coverage under any Old Plan and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical, vision, disability, life insurance and/or other welfare benefits to any Continuing Employee (collectively, the “New Welfare Plans”), Buyer shall cause (A) all pre-existing conditions, exclusions or limitationsexclusions, eligibility waiting periods and evidence of insurability requirements, actively-at-work requirements, and waiting periods with respect to participation and coverage requirements of such New Welfare Plans to be waived for such Continuing Employee and his or her covered dependents (applicable to the extent such conditions, exclusions, limitations, periods Continuing Employees and requirements were waived their dependents under any welfare or satisfied as of immediately prior fringe benefit plan in which the Continuing Employees and their dependents may be eligible to participate after the Closing under comparable Old Plans), Closing; and (Bii) any eligible expenses incurred by provide each Continuing Employee and his with credit under any welfare plan or her covered dependents during fringe benefit plan in which the portion of Continuing Employee becomes eligible to participate after the plan year of the Old Plan ending on the date such Continuing Employee’s participation in the corresponding New Welfare Plan begins to be taken into account under such New Welfare Plan Closing for purposes of satisfying all deductible, any co-payment, coinsurance payments and maximum deductibles paid by and out-of-pocket requirements applicable to satisfied by such Continuing Employee and his or her covered dependents for the applicable then current plan year as if such amounts had been paid in accordance with such New Welfare Plan. (c) As under the corresponding welfare or fringe benefit plan maintained by Seller or any Subsidiary of Seller prior to the Closing, Seller and its Affiliates (other than the Group Companies) shall assume and/or retain sponsorship of and be solely responsible for all Liabilities relating to or at any time arising under or in connection with or pursuant to any Employee Benefit Plan or other plan, program, arrangement, or agreement providing compensation or benefits to any current or former director, officer, employee or other service provider of Seller or its Affiliates. (d) Nothing contained Seller shall use commercially reasonable efforts to induce all of the Business Employees to remain employed by Seller from the date of this Agreement through the Closing Date, and Seller shall promptly notify Buyer of any changes to the employment status of any Business Employee. Seller shall provide Buyer and its Affiliates and representatives with reasonable access to, and reasonable opportunities to communicate with the Business Employees, and shall cooperate with and assist Buyer in the negotiation of any employment agreements with certain Business Employees, if any, that Buyer may determine in its sole and absolute discretion, are necessary and key for Buyer to retain after the Closing for the ongoing operation of the Business. Notwithstanding the foregoing, Buyer shall have, and is under, no obligation to retain, hire, or assume any liabilities relating to, Seller’s employees. (e) Notwithstanding the foregoing, this Section 7.3 or elsewhere in this Agreement, express or implied, 6.12 is not intended to and shall confer upon any current or former Business Employee or Business Service Provider any right to continued employment or service (or resumed employment or service) subsequent to the Closing. This Section 7.3 shall operate exclusively for the benefit of the Parties and not for the benefit of any other Person, including any current or former Business Employees or the Continuing Employees, which Persons shall have no rights to enforce this Section 7.3 of this Agreement. Nothing in this Section 7.3 shall: (i) create any third party rights in any current or former Business Employee or Business Service Provider (including any beneficiary or dependent thereof) or rights, (ii) be treated as an amendment of amend any Employee Benefit Plan Plan, (iii) require Buyer or restrict the ability of the Parties or their Affiliates its Subsidiaries to amend, modify, discontinue or terminate continue any Employee Benefit Plan or any other employee benefit plan, practice program, policy agreement or policy established arrangement beyond the time when it otherwise lawfully could be terminated or maintained by the Parties modified, or their Affiliates(iv) provide any Business Employee or Continuing Employee with any rights to continued employment, severance pay or similar benefits following any termination of employment.

Employees; Employee Benefits. (a) For Effective as of the 12-month period following Closing, Purchaser shall, and shall cause its Affiliates to, continue the employment of each employee of the Companies who was employed by any such entities immediately prior to the Closing Date and who is listed on Schedule 7.10(a) (the “Continuation PeriodContinuing Employees”), Buyer shall provide, or shall cause the Company ) on terms and conditions with respect to continue providing, salary and wages that are substantially similar to each individual who is a Business Employee those terms and conditions in effect as of the Closing (each, a “Continuing Employee”): (i) a base salary or hourly wage rate, as applicable, that is at least equal to the base salary or hourly wage rate provided to such Continuing Employee immediately prior to the Closing; provided, (ii) annual or other shorthowever, that, at Closing, Purchaser and its Affiliates shall not hire any employees of the Companies who are on long term disability at Closing, although Purchaser and its Affiliates subsequently may hire such individuals who come off of long-term cash bonus opportunities disability without violating the non-solicitation restrictions in Section 7.6(d). Notwithstanding the foregoing and subject to the specific terms provided herein with respect to certain benefits, as soon as is reasonably practicable following the Closing, Purchaser shall, and shall cause its Affiliates to, implement benefit plans that will provide the Continuing Employees with employee benefits (for the avoidance of doubtincluding, excluding equity but not limited to, incentive programs, health and equity based rightswelfare benefits and retirement programs) that are substantially comparable to those provided to such Continuing Employee immediately prior to Closing, and (iii) medical and defined contribution retirement benefits that are substantially comparableare, in the aggregate, substantially similar to those provided to similarly situated employees of Buyer or its Affiliates. If Buyer terminates, or causes the Company to terminate, any Continuing Employee in the 6-month period following the Closing Date (each, a “Terminated Employee”), Buyer or the Company, as the case may be, shall provide to such Terminated Employee the amount of severance, as determined by Buyer in good faith, to which such Terminated Employee would have been entitled under the Company’s existing severance plan in place Employees as of the Closing Date. (b) For all purposesdate hereof. Except as set forth herein, including vesting, eligibility to participate and level of benefits (other than benefits under defined benefit pension plans) under the Employee Benefit Plans of Buyer or its Affiliates (as applicable) providing benefits to Continuing Employees after the Closing once in which such Continuing Employees are eligible to participate (the “New Plans”)effect, each Continuing Employee such plan shall continue in such plans shall be credited with his or her years of service with the Company and its predecessors prior to the Closing, to the same extent as such Continuing Employee was entitled, before the Closing, to credit effect for such service under any similar Employee Benefit Plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Closing (such plans, collectively, the “Old Plans”)no fewer than six months; provided, however, that the foregoing Purchaser and its Affiliates retain the right to replace the gainsharing and incentive plans after January 31, 2008. Seller and its Affiliates (excluding the Companies) shall pay to the Continuing Employees all amounts due under the existing long-term and short term incentive plan and gainsharing plan operated by Seller and its Affiliates with thirty (30) days after the Closing. Nothing in this Agreement shall be construed as prohibiting Purchaser or any of its Affiliates from terminating the employment of any Continuing Employee for any reason (or for no reason) following the Closing Date; provided, however, that Seller shall not apply have any responsibility for any such actions taken by Purchaser or any of its Affiliates (including the Companies). (b) Purchaser shall, and shall cause its Affiliates to, cause those employee benefit plans, programs, agreements and arrangements of Purchaser and its Affiliates (the “Purchaser Plans”) to credit each Continuing Employee’s service with a Company or an Affiliate of a Company, or any predecessor employers to a Company or an Affiliate of a Company, to the extent credited under the analogous Plans, as service with Purchaser and its Affiliates for purposes of vesting and eligibility (but not defined benefit pension accruals) under the Purchaser Plans in which a Continuing Employee becomes eligible to participate after the Closing Date and for purposes of determining the amount of benefits under any Purchaser Plan that provides for severance, disability, vacation, paid time off and the like; provided, however, that in no event shall the Continuing Employees be entitled to any credit to the extent that its application it would result in a duplication of benefits with respect to the same period of service. In additionPurchaser shall, and without limiting shall cause its Affiliates to, from and after the generality of the foregoingClosing Date, Buyer shall undertake commercially reasonable efforts to provide that (i) each Continuing Employee shall be immediately eligible to participate, without any waiting time, in cause any and all New Plans to the extent coverage under any such New Plan replaces coverage under any Old Plan and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical, vision, disability, life insurance and/or other welfare benefits to any Continuing Employee (collectively, the “New Welfare Plans”), Buyer shall cause (A) all pre-existing conditions, exclusions or condition limitations, eligibility waiting periods, active employment requirements and requirements to show evidence of good health under the Purchaser Plans, to the extent that such conditions, exclusions and waiting periods and actively-at-work requirements of such New Welfare Plans to be would have been waived for or satisfied under the analogous Plan in which any such Continuing Employee and his or her covered dependents (to the extent such conditions, exclusions, limitations, periods and requirements were waived or satisfied as of participated immediately prior to the Closing under comparable Old Plans)Date, to be waived with respect to Continuing Employees (and their spouses and eligible dependents) who become participants in such Purchaser Plans and (Bii) any eligible expenses incurred by each Continuing Employee and his give credit for or her covered dependents during the portion of the plan year of the Old Plan ending on the date such Continuing Employee’s participation in the corresponding New Welfare Plan begins to be taken otherwise take into account under such New Welfare Plan for purposes of satisfying all deductible, co-payment, coinsurance and maximum the Purchaser Plans the out-of-pocket requirements applicable to such expenses and annual expense limitation amounts paid by each Continuing Employee and his or her covered dependents under the analogous Plan for the applicable plan year as if such amounts had been paid in accordance with such New Welfare Planwhich the Closing Date occurs. (c) As For a period of at least six months immediately following the ClosingClosing Date, Seller Purchaser shall, and shall cause its Affiliates to, provide severance benefits to the Continuing Employees that are no less favorable than (i) those provided to such Continuing Employees immediately prior to the Closing Date or (ii) those provided to similarly situated employees of Purchaser and its Affiliates (other than from time to time, whichever provides the Group Companies) shall assume and/or retain sponsorship of and be solely responsible for all Liabilities relating greater benefit to or at any time arising under or in connection with or pursuant to any Employee Benefit Plan or other plan, program, arrangement, or agreement providing compensation or benefits to any current or former director, officer, employee or other service provider of Seller or its Affiliatesthe Continuing Employees. (d) Nothing contained in this Section 7.3 or elsewhere in this Agreement, express or implied, shall confer upon any current or former Business Employee or Business Service Provider any right to continued employment or service (or resumed employment or service) subsequent to the Closing. This Section 7.3 shall operate exclusively for the benefit Effective as of the Parties and not for Closing Date, Continuing Employees shall no longer actively participate in the benefit Hxxxx Lemmerz International, Inc. Retirement Savings Plan (the “Seller’s Savings Plan”). Purchaser shall adopt, or if it has previously adopted shall designate, a tax-qualified defined contribution plan of any other PersonPurchaser or one of its Affiliates (such plan(s), including any current or former Business Employees or the Continuing Employees, which Persons shall have no rights to enforce this Section 7.3 of this Agreement. Nothing in this Section 7.3 shall: “Purchaser’s Savings Plan”) that either (i) create any third party rights in any current or former Business Employee or Business Service Provider provides for a Plan to Plan Transfer (including any beneficiary or dependent thereofas defined below) or (ii) shall be treated amended as an amendment soon as practicable following the Closing Date to provide for a Plan to Plan Transfer. The Seller shall cause all Continuing Employees to be fully vested in their accounts under the Seller’s Savings Plan (including the Personal Retirement Account (PRA) feature) as of the Closing. Seller represents and warrants to Purchaser that Seller suspended employer matching contributions under Seller’s Savings Plan for the period from May 8, 2006 through December 31, 2006. As soon as administratively feasible following the Closing Date, Seller shall cause all assets attributable to Continuing Employees as of the Closing Date in Seller’s Savings Plan to be liquidated in anticipation of a transfer of such assets (a “Plan-to-Plan Transfer”) to the Purchaser’s Savings Plan. Any outstanding loan balances under the Seller’s Savings Plan attributable to any Continuing Employee shall not be liquidated. As soon as practicable following the Closing Date, Seller shall provide to Purchaser a list of any Employee Benefit such loans (including the date, outstanding balance, interest rate and payment schedule of any such loan), such loans shall be transferred to Purchaser’s Savings Plan pursuant to the Plan-to-Plan Transfer, and any payments on such loans made on or restrict after the ability Closing Date shall be endorsed (as applicable) and delivered to Purchaser’s Savings Plan. As soon as administratively feasible (but in no event later than three business days following the foregoing liquidation of assets), Seller shall cause Seller’s Savings Plan to transfer the full amount of cash resulting from such liquidation to Purchaser’s Savings Plan, and Purchaser shall cause Purchaser’s Savings Plan to accept such transfer. Purchaser and Seller shall take such other and further action as may be necessary or appropriate (including the adoption of necessary or appropriate plan amendments) to accomplish the Plan-to-Plan Transfer in a timely manner, consistent with the relevant requirements of Section 414(l) of the Parties or their Affiliates to amend, modify, discontinue or terminate any Employee Benefit Plan or any other employee benefit plan, practice or policy established or maintained by Code and the Parties or their Affiliatesregulations thereunder.

Employees; Employee Benefits. (a) For Except as provided in the 12-month Transition Services Agreement, for the period following beginning on the Closing Date and ending on the first (1st) anniversary of the “Continuation Period”)Closing Date, Buyer shall provideshall, or shall cause the Company Companies or the Subsidiaries to, provide each U.S. Employee with compensation and benefits that are substantially comparable in the aggregate to continue providing, the compensation and benefits provided to each individual who is a Business such Employee as of the Closing date hereof and disclosed to Buyer (eachexcluding equity-based compensation or benefits, a “Continuing Employee”): special retention and other similar bonuses paid or payable with respect to arrangements established to ensure continuity of employment arising from this transaction), provided that (i) a base salary Buyer, in providing such substantially comparable compensation and benefits, shall not be required to provide or hourly wage rate, as applicable, maintain any particular plan or benefit that is at least equal to the base salary or hourly wage rate was provided to such Continuing Employee immediately or maintained for Employees prior to the ClosingClosing (and, (ii) annual or other short-term cash bonus opportunities (for the avoidance of doubt, excluding equity and equity based rightsthe Parties agree that the benefits listed in Section 5.8(a) that of the Disclosure Schedule are substantially comparable in the aggregate to those the benefits provided to the U.S. employees as of the date hereof) and (ii) nothing herein shall be deemed to create anything other than an “at will” employment relationship between the Buyer, the Companies or the Subsidiaries, on the one hand, and any U.S. Employee, on the other hand. Buyer shall treat all service completed by a U.S. Employee with any of the Companies, Subsidiaries or any Affiliate thereof, and any predecessor thereto, the same as service completed with Buyer for purposes of waiting periods relating to preexisting conditions under medical plans, vacations, severance pay, eligibility to participate in, vesting or payment of benefits under, and eligibility for early retirement or any subsidized benefit provided for under any employee benefit plan (including, but not limited to, in respect of the U.S. Employees, any “employee benefit plan” as defined in Section 3(3) of ERISA) maintained by Buyer on or after the Closing Date in which an Employee participates, except for purposes of benefit accruals and only to the extent (i) such Continuing Employee service crediting will not result in duplication of benefits and (ii) such service was credited under the analogous Company U.S. Benefit Plans immediately prior to Closing, and the Closing Date. For purposes of computing deductible amounts (iiior like adjustments or limitations on coverage) medical and defined contribution retirement benefits that are substantially comparable, for the plan year in the aggregate, to those provided to similarly situated employees of Buyer or its Affiliates. If Buyer terminates, or causes the Company to terminate, any Continuing Employee in the 6-month period following which the Closing Date occurs under any employee welfare benefit plan in respect of the U.S. Employees (eachincluding, a without limitation, any “Terminated Employee”employee welfare benefit plan” as defined in Section 3(l) of ERISA), Buyer expenses and claims recognized during such year for similar purposes under the applicable welfare benefit plan of any of the Companies, any Subsidiaries or any Affiliate thereof shall be credited or recognized under the Company, as comparable plan maintained after the case may be, shall provide to such Terminated Employee the amount of severance, as determined Closing Date by Buyer to the extent such crediting will not result in good faith, to which such Terminated Employee would have been entitled under the Company’s existing severance plan in place as duplication of the Closing Datebenefits. (b) For all purposes, including vesting, eligibility to participate and level of benefits (other than benefits under defined benefit pension plans) under the Employee Benefit Plans of Buyer or its Affiliates (as applicable) providing benefits to Continuing Employees after After the Closing in which such Continuing Employees are eligible to participate (the “New Plans”)Date, each Continuing Employee in such plans Buyer shall be credited with his or her years responsible for, and shall indemnify and hold harmless the Sellers and their Affiliates and their officers, directors, employees, Affiliates and agents and the Seller-employed fiduciaries of service with the Company Benefit Plans, from and its predecessors prior against, any and all claims, losses, damages, costs and expenses (including, without limitation, attorneys’ fees and expenses) and other liabilities and obligations relating to or arising out of (i) all salaries, bonuses, commissions and vacation entitlements accrued by any of the Closing, to the same extent Companies or Subsidiaries but unpaid as such Continuing Employee was entitled, before the Closing, to credit for such service under any similar Employee Benefit Plan in which such Continuing Employee participated or was eligible to participate immediately prior to of the Closing (such plans, collectively, the “Old Plans”); provided, however, that the foregoing shall not apply but only to the extent that its application would result included in a duplication of benefits with respect to the same period of service. In additionFinal Closing Statement, and without limiting the generality of the foregoing, Buyer shall undertake commercially reasonable efforts to provide that (i) each Continuing Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under any such New Plan replaces coverage under any Old Plan and (ii) for purposes any claims of, or damages or penalties sought by, any Employee, or any Governmental Entity on behalf of each New Plan providing medicalor concerning any Employee, dental, pharmaceutical, vision, disability, life insurance and/or other welfare benefits with respect to any Continuing Employee (collectively, the “New Welfare Plans”), act or failure to act by Buyer shall cause (A) all pre-existing conditions, exclusions or limitations, eligibility waiting periods and actively-at-work requirements of such New Welfare Plans to be waived for such Continuing Employee and his or her covered dependents (to the extent such conditionsarising from the employment, exclusionsdischarge, limitations, periods and requirements were waived layoff or satisfied as termination of immediately prior to any Employee after the Closing under comparable Old Plans)Date. Sellers and their Affiliates shall be responsible for, and (B) any eligible expenses incurred by each Continuing Employee shall indemnify and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such Continuing Employee’s participation in the corresponding New Welfare Plan begins to be taken into account under such New Welfare Plan for purposes of satisfying all deductible, co-payment, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Welfare Plan. (c) As of the Closing, Seller hold harmless Buyer and its Affiliates and their officers, directors, employees, Affiliates and agents and the Buyer-employed fiduciaries of any employee benefit plan maintained by Buyer or the Companies after the Closing Date, from and against, any and all claims, losses, damages, costs and expenses (including, without limitation, attorneys’ fees and expenses) and other than the Group Companies) shall assume and/or retain sponsorship of liabilities and be solely responsible for all Liabilities obligations relating to or at any time arising under or in connection with or pursuant to any Employee Benefit Plan or other plan, program, arrangement, or agreement providing compensation or benefits to any current or former director, officer, employee or other service provider of Seller or its Affiliates. (d) Nothing contained in this Section 7.3 or elsewhere in this Agreement, express or implied, shall confer upon any current or former Business Employee or Business Service Provider any right to continued employment or service (or resumed employment or service) subsequent to the Closing. This Section 7.3 shall operate exclusively for the benefit of the Parties and not for the benefit out of any other Person, including any current or former Business Employees or the Continuing Employees, which Persons shall have no rights to enforce this Section 7.3 of this Agreement. Nothing in this Section 7.3 shall: (i) create any third party rights in any current or former Business Employee or Business Service Provider (including any beneficiary or dependent thereof) or (ii) be treated as an amendment of any Employee Benefit Plan or restrict the ability of the Parties or their Affiliates to amend, modify, discontinue or terminate any Employee Company U.S. Benefit Plan or any other employee benefit plan, practice program, policy, or policy established arrangement at any time sponsored or maintained by Seller or any ERISA Affiliate (other than a Company-Sponsored Plan as described in Section 3.13(a)), other than with respect to such plans benefiting U.K. Employees. (c) Notwithstanding anything herein to the Parties contrary, any liabilities or obligations relating to the additional compensation to be paid to certain employees of the Companies pursuant to those certain retention agreements executed by any of the Sellers and certain Employees (the “Retention Agreements”) relating to the potential sale of the Business will be retained by such Seller. The Sellers agree to perform and discharge their Affiliatesobligations under the Retention Agreements, and the Sellers shall not amend, waive, modify or supplement any provision of the Retention Agreements without the prior written consent of Buyer. (d) Sellers hereby agree that any current or former U.S. employee of the Companies or Subsidiaries who, as of the Closing Date, (i) is short-term disabled or receiving (or in an eligibility waiting or exclusion period for purposes of receiving) short-term disability benefits and who subsequently receives (or is in an eligibility waiting or exclusion period for purposes of receiving) long-term disability benefits related to the same disability event, or (ii) is receiving (or is in an eligibility waiting or exclusion period for purposes of receiving) long-term disability benefits, shall become eligible or continue to be eligible, as applicable, to receive such benefits under a disability plan of Sellers. (e) As soon as practicable following the Closing, Buyer or one of its Affiliates shall have in effect a defined contribution plan that includes a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code (the “Buyer 401(k) Plan”). Sellers shall take all actions necessary or appropriate to ensure that, under the terms of the 401(k) plan covering U.S. Employees immediately prior to the Closing (“Seller 401(k) Plan”), each U.S. Employee is fully vested in and eligible to receive a distribution of their account balance from the Seller 401(k) Plan as a result of the Closing. Sellers shall take all actions necessary to permit the rollover in cash (or outstanding loan promissory notes for participant loans, but not including any shares of Sellers’ stock) of account balances (including outstanding loans) of U.S. Employees, at the request of any such Employee, from the Seller 401(k) Plan to the Buyer 401(k) Plan. Prior to the Closing, Sellers shall take all actions necessary and appropriate either (i) to transfer sponsorship of the Templar Corporation 401(k) Plan (the “Templar Plan”) from the Company to the Sellers or one of its Affiliates effective prior to the Closing or (ii) to terminate the Templar Plan and distribute all of its assets to the appropriate participants prior to the Closing, and shall provide evidence of same to Buyer. From and after the Closing, none of Buyer, the Companies, nor any of their Affiliates shall have any obligation or liability with respect to the Templar Plan, and the Sellers shall be solely responsible for, and shall indemnify and hold harmless Buyer, the Companies and their Affiliates (and the officers, directors and employees thereof) from and against any and all liabilities, claims, losses, damages, costs and expenses and obligations relating to the Templar Plan. (f) The welfare benefit plans sponsored by Sellers shall retain liability and obligation for all claims incurred under such plans on or prior to the Closing Date by U.S. Employees, former employees of the Companies or Subsidiaries, and any dependents and beneficiaries thereof, including claims which are not submitted until after the Closing Date. For this purpose, a claim is deemed incurred (i) on the date of the occurrence of death, dismemberment or accident in the case of claims under life insurance, accidental death and dismemberment and business travel accident plans, and (ii) on the date on which the service, treatment, material or supply is provided in the case of claims under medical, dental, hospital, prescription drug and other plans; provided that a service, treatment, material or supply provided during hospitalization shall be deemed incurred on the date the hospitalization commenced. (g) Nothing in this Section 5.8 or any other provision of this Agreement shall create any third party beneficiary right in any Employee or former Employee or be construed to establish, amend, or modify any benefit or compensation plan, program, agreement or arrangement, or limit the ability of the Buyer or any of its Affiliates (including, following the Closing the Companies) to amend, modify or terminate any benefit plan, program, agreement or arrangement at any time assumed, established, sponsored or maintained by any of them.

Employees; Employee Benefits. (a) For Not later than 30 days prior to the 12-month period following anticipated Closing Date, the Closing Date (the “Continuation Period”), Company Buyer shall provideshall, or shall cause one of its Affiliates to, make a written offer of employment to each Business Employee to become employed by the Company Buyer or one of its Affiliates as of the Closing in accordance with the terms and conditions set forth in this Section 5.11, conditioned upon such Business Employee satisfactorily completing the Company Buyer’s customary onboarding process and standards. Each such Business Employee who accepts such offer of employment and commences employment with the Company Buyer or one of its Affiliates as of the Closing is referred to continue providingin this Agreement as a “Transferred Employee.” Subject to any requirements under Applicable Law, each Transferred Employee shall cease to participate in the Benefit Plans effective as of the Closing. For the avoidance of doubt, unless otherwise stated or provided, no Business Employee will be deemed a Transferred Employee or an employee of the Company Buyer or one of its Affiliates until the Closing. (b) Notwithstanding anything set forth in Section 5.11(a) to the contrary, and subject to Applicable Law, the Company Buyer shall, or shall cause one of its Affiliates to, make a written offer of employment to each individual Business Employee who is on an approved leave of absence or receiving income replacement benefits under a Business Employee Benefit Plan that is a short- or long-term disability plan as of immediately prior to the Closing (each, a “Continuing Delayed Transfer Employee”): ), and who returns to active service and is able to perform the essential functions of the position with or without reasonable accommodation within six months after the Closing Date, effective upon such date as the Company Buyer or one of its Affiliates, as applicable, shall determine, and conditioned upon such Business Employee satisfactorily completing the Company Buyer’s customary onboarding process and standards. Each Delayed Transfer Employee who accepts such offer shall become a Transferred Employee on such date as the Delayed Transfer Employee is eligible to return to active service and commences employment with the Company Buyer or one of its Affiliates, as applicable (such Delayed Transfer Employee’s “Transfer Date”). With respect to each Business Employee who becomes employed by the Company Buyer or one of its Affiliates pursuant to Section 5.11(a), such Business Employee’s Transfer Date shall be the Closing Date. (c) The written offer of employment made to each Business Employee pursuant to either Section 5.11(a) or (b), shall be made on terms and conditions that, if the offer is declined by the Business Employee, the Business Employee shall not have suffered an “employment loss” for purposes of the Worker Adjustment and Retraining Notification Act or any similar state or local law. The Company Buyer shall provide the document substantially in the form attached as Schedule H hereto to each Business Employee at the same time as it provides the written offer of employment in accordance with this Section 5.11(c). (d) For a period commencing on the Closing Date and ending on the earlier of the first anniversary of the Closing Date and the date of termination of the Transferred Employee’s employment with the Company Buyer and its Affiliates, the Company Buyer shall, or shall cause one of its Affiliates to, provide each Transferred Employee with (i) a base salary or hourly wage rate, as applicable, rate and annual incentive compensation opportunity that is at least equal to are in the aggregate no less favorable than the aggregate base salary or hourly wage rate and annual incentive compensation opportunity (excluding, for the avoidance of doubt, any incentive compensation opportunity under the LTIP) provided to such Continuing the Transferred Employee by the Employer Entity immediately prior to the Closing, and (ii) annual employee benefits that are substantially similar in the aggregate than the employee benefits provided to similarly situated employees of the Company Buyer or other shortits Affiliates, as applicable. (e) The Company Buyer shall, or shall cause one of its Affiliates to, provide each Transferred Employee with full credit for such Transferred Employee’s service with the Employer Entity and its Affiliates (and their respective predecessors) prior to the Closing for purposes of (i) eligibility to participate in any benefit plan sponsored or maintained by the Company Buyer (each, a “Buyer Plan”) in which such Transferred Employee would otherwise be required to complete a specified amount of service with the Company Buyer prior to participation and (ii) the determination of the level of benefits under a Buyer Plan for purposes of vacation and the calculation of severance pay, but not including long-term cash bonus opportunities incentive awards, retirement benefits pursuant to any defined benefit retirement plan or post-employment medical or non-medical insurance coverage; provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. With respect to each Buyer Plan that is a health or welfare plan, the Company Buyer shall, or shall cause one of its Affiliates to, (i) waive any limitation on health and welfare coverage of such Transferred Employees due to pre-existing conditions, waiting periods, active employment requirements and requirements to show evidence of good health and (ii) allow for each such Transferred Employee to apply all deductible payments, co-payments and co-insurance paid by such Transferred Employee under any Benefit Plan prior to the Closing during the year in which the Closing occurs for the purpose of determining the extent to which any such Transferred Employee has satisfied any applicable deductible and whether such Transferred Employee has reached the out-of-pocket maximum for such year. (f) Effective as of the Closing, and subject, for the avoidance of doubt, excluding equity and equity based rights) that are substantially comparable to those provided to such Continuing Employee immediately prior to ClosingSection 5.11(l), and (iii) medical and the Company Buyer shall, or shall cause one of its Affiliates to, have in effect a tax-qualified defined contribution retirement benefits plan that are substantially comparable, in includes a qualified cash or deferred arrangement within the aggregate, to those provided to similarly situated employees meaning of Buyer or its Affiliates. If Buyer terminates, or causes the Company to terminate, any Continuing Employee in the 6-month period following the Closing Date (each, a “Terminated Employee”), Buyer or the Company, as the case may be, shall provide to such Terminated Employee the amount of severance, as determined by Buyer in good faith, to which such Terminated Employee would have been entitled under the Company’s existing severance plan in place as Section 401(k) of the Closing Date. (b) For all purposes, including vesting, eligibility to participate and level of benefits (other than benefits under defined benefit pension plans) under the Employee Benefit Plans of Buyer or its Affiliates (as applicable) providing benefits to Continuing Employees after the Closing Code in which such Continuing Employees are each Transferred Employee shall be eligible to participate (the “New PlansBuyer 401(k) Plan”). The Company Buyer shall, or shall cause one of its Affiliates to, permit each Continuing Transferred Employee to effect a direct rollover (as described in Section 401(a)(31) of the Code and including the in-kind rollover of notes evidencing loans) of such plans Transferred Employee’s balance (including after-tax employee contributions) under the Employer Entity’s Profit Sharing Plan & Trust (the “Employer Entity 401(k) Plan”) to the Buyer 401(k) Plan at any time on or after Closing. The Company Buyer and the Employer Entity shall be credited cooperate to take any and all commercially reasonable actions needed to permit each Transferred Employee with his or her years an outstanding loan balance under the Employer Entity 401(k) Plan as of service with the Company and its predecessors prior Closing to continue to make scheduled loan payments to the Employer Entity 401(k) Plan after the Closing, pending the distribution and in-kind rollover of the notes evidencing such loans from the Employer Entity 401(k) Plan to the same Buyer 401(k) Plan so as to prevent, to the extent reasonably possible, a deemed distribution or loan offset with respect to such outstanding loans. (g) Effective as such Continuing Employee was entitled, before of the Closing, to credit for such service under any similar Employee Benefit Plan the Company Buyer shall, or shall cause one of its Affiliates to, have in effect a flexible spending account plan in which such Continuing Employee participated or was the Transferred Employees shall be eligible to participate (the “Buyer FSA Plan”). The Buyer FSA Plan shall have terms and conditions that are no less favorable in the aggregate than those set forth in the medical and dependent care account plans sponsored by the Employer Entity in which the Transferred Employee participated immediately prior to the Closing (each, an “Employer Entity FSA Plan”). All reimbursable expenses incurred by a Transferred Employee prior to the Closing must be submitted to the applicable Employer Entity FSA Plan, and the Buyer FSA Plan shall not be liable for any such plansexpenses incurred prior to the Closing. (h) The Sellers shall retain or assume and be solely responsible for any and all liabilities, collectivelywhether known or unknown, relating to the employment, service or termination of employment or services of the Business Employees, Former Employees and any independent contractors who are individuals who provide or provided services to the Sellers, the “Old Plans”); providedCompany Group or their respective Affiliates, however, that the foregoing shall not apply including any and all liabilities relating to the extent that its application would result Sellers’, the Company Group’s or their respective Affiliates’ provision of compensation and benefits to such Persons, in a duplication of benefits with respect each case arising prior to the same period applicable Business Employee’s transfer of service. In additionemployment from the Employer Entity to the Company Buyer and its Affiliates (or, in the case of any Person who does not become a Transferred Employee, arising at any time) and without limiting including, for the generality avoidance of doubt, any liabilities arising from the termination of any Business Employee’s employment with the Employer Entity in connection with the consummation of the foregoingtransactions contemplated by this Agreement and any liabilities arising from any Benefit Plan. Effective as of each Transferred Employee’s transfer of employment from the Employer Entity to the Company Buyer and its Affiliates, the Company Buyer and its Affiliates shall undertake commercially reasonable efforts to provide that be solely responsible for any and all liabilities arising from such Transferred Employee’s employment with the Company Buyer and its Affiliates. (i) each Continuing Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under any such New Plan replaces coverage under any Old Plan and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical, vision, disability, life insurance and/or other welfare benefits to any Continuing Employee (collectively, the “New Welfare Plans”), Buyer shall cause (A) all pre-existing conditions, exclusions or limitations, eligibility waiting periods and actively-at-work requirements of such New Welfare Plans to be waived for such Continuing Employee and his or her covered dependents (to the extent such conditions, exclusions, limitations, periods and requirements were waived or satisfied Effective as of immediately prior to the Closing under comparable Old Plans)Closing, and (Bpursuant to Section 8(b) any eligible expenses incurred by each Continuing Employee and his or her covered dependents during the portion of the plan year of LTIP, the Old Plan ending on LTIP shall terminate and the date Sellers shall take any and all steps necessary or advisable to effect such Continuing Employee’s participation in the corresponding New Welfare Plan begins to be taken into account under such New Welfare Plan for purposes of satisfying all deductible, co-payment, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee and his termination. The Sellers shall retain or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Welfare Plan. (c) As of the Closing, Seller and its Affiliates (other than the Group Companies) shall assume and/or retain sponsorship of and be solely responsible for any and all Liabilities liabilities relating to the LTIP. (j) The Company Buyer shall, or at shall cause one of its Affiliates to, establish a plan effective as of the Closing pursuant to which incentive compensation awards with a total value equal to the Aggregate Buyer Payment Plan Amount shall be granted, subject in all cases to eligibility, vesting, forfeiture and settlement pursuant to the terms and conditions of Schedule I hereto to the individuals identified in Schedule I hereto who become Transferred Employees (the “Buyer Payment Plan”). The receipt by any time arising under or participant in the Buyer Payment Plan of any portion of the award thereunder that is payable in connection with or pursuant the Closing shall be conditioned upon such participant’s execution and non-revocation of an effective general release of any and all claims that such participant may have with respect to any Employee Benefit Plan or other plan, program, arrangement, or agreement providing compensation or benefits to any current or former director, officer, employee or other service provider of Seller or the Employer Entity and its Affiliates and the Company Buyer and its Affiliates. (dk) The Buyers, the Company and the Employer Entity shall reasonably cooperate after the date hereof to effectuate the provisions in this Section 5.11. (l) Nothing contained herein shall be construed as requiring the Company Buyer or any of its Affiliates to continue the employment of any specific individual. The provisions of this Section 5.11 are for the sole benefit of the parties to this Agreement and nothing herein, expressed or implied, is intended or shall be construed to (i) constitute an amendment to any of the compensation and benefits plans maintained for or provided to employees prior to or following the Closing, (ii) confer upon or give to any Person, other than the parties hereto and their respective permitted successors and assigns, any legal or equitable or other rights or remedies (with respect to the matters provided for in this Section 7.3 5.11) under or elsewhere in by reason of any provision of this Agreement, express or implied, shall confer upon any current or former Business Employee or Business Service Provider any right to continued employment or service (or resumed employment or serviceiii) subsequent to the Closing. This Section 7.3 shall operate exclusively for the benefit of the Parties and not for the benefit of any other Person, including any current or former Business Employees or the Continuing Employees, which Persons shall have no rights to enforce except as required by this Section 7.3 of this Agreement. Nothing in this Section 7.3 shall: (i) create any third party rights in any current or former Business Employee or Business Service Provider (including any beneficiary or dependent thereof) or (ii) be treated as an amendment of any Employee Benefit Plan 5.11, prohibit or restrict the ability of the Parties or their Affiliates to amend, modify, discontinue or terminate any Employee Benefit Plan Company Buyer or any of its Affiliates from terminating any employee benefit plan or other arrangement providing for the compensation or benefits or other terms or conditions of employment of any Transferred Employee or other employee benefit plan, practice or policy established or maintained at any time. (m) Annex E to the Company Group Disclosure Schedule is hereby incorporated herein by the Parties or their Affiliatesreference.

Employees; Employee Benefits. (a) For During the 12-month twelve (12)-month period following commencing on the Closing Date (or, if earlier, the date of termination of the applicable Continuing Employee) (the “Continuation Period”), Buyer shall providePubco shall, or shall cause the Company to continue providingCHC or its Subsidiaries or Affiliates, as applicable, to, provide to each individual who is a Business Employee as employee of CHC immediately before the Closing who continues employment with Pubco or any of its Subsidiaries or Affiliates after the Closing Date (eachsuch employees, a the “Continuing EmployeeEmployees”): (i) a base salary or hourly wage rate, base wages at the same annual or periodic rate as applicable, that is at least equal to the base salary or hourly wage rate base wages provided to such Continuing Employee immediately prior to before the Closing, ; (ii) an annual or other short-term cash bonus opportunities (for opportunity or commissions opportunity that is no less favorable than the avoidance of doubt, excluding equity and equity based rights) that are substantially comparable to those annual cash bonus opportunity or commissions opportunity provided to such Continuing Employee immediately prior to before the Closing, ; and (iii) medical and defined contribution retirement employee benefits that are substantially comparable, no less favorable in the aggregate, to aggregate than those employee benefits provided to similarly situated employees of Buyer such Continuing Employee immediately before the Closing (excluding any equity or its Affiliates. If Buyer terminatesequity-based compensation, any deferred compensation, any long-term incentive compensation, any defined benefit pension, any retiree medical arrangements, or causes the Company to terminateany retention bonus, any Continuing Employee in the 6-month period following the Closing Date (eachchange of control bonus, a “Terminated Employee”transaction bonus, or similar bonus compensation), Buyer or the Company, as the case may be, shall provide to such Terminated Employee the amount of severance, as determined by Buyer in good faith, to which such Terminated Employee would have been entitled under the Company’s existing severance plan in place as of the Closing Date. (b) For all purposes, including vesting, eligibility to participate From and level of benefits (other than benefits under defined benefit pension plans) under the Employee Benefit Plans of Buyer or its Affiliates (as applicable) providing benefits to Continuing Employees after the Closing Date, Pubco shall treat, and shall cause CHC or its Subsidiaries or Affiliates, as applicable, and each of the Delta Benefit Plans after the Closing Date in which such a Continuing Employees are Employee participates or becomes eligible to participate (the “New Plans”)to treat, each Continuing Employee in such plans shall be credited with his or her years for purposes of determining eligibility to participate, vesting, and accrual of and entitlement to benefits where length of service is relevant (but not for accrual of benefits under any “defined benefit plan,” as defined in Section 3(35) of ERISA) all service with the Company CHC as service with Delta and its predecessors prior to the Closing, Pubco or their respective Subsidiaries and Affiliates to the same extent as such Continuing Employee was entitled, before recognized under the analogous CHC Benefit Plan prior to Closing, to credit for such service under any similar Employee Benefit Plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Closing (such plans, collectively, the “Old Plans”); provided, however, that the foregoing shall not apply except to the extent that its application it would result in a duplication of benefits with respect to or coverage. (c) From and after the same period of service. In additionClosing Date, and without limiting the generality of the foregoingPubco or Delta, Buyer as applicable, shall undertake take commercially reasonable efforts to provide cause each Delta Benefit Plan that is a welfare plan within the meaning of Section 3(1) of ERISA: (i) to waive any and all eligibility waiting periods, evidence of insurability requirements, and pre-existing condition limitations and exclusions with respect to each Continuing Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage waived or satisfied under any such New Plan replaces coverage under any Old Plan the analogous CHC Benefit Plan; and (ii) to recognize for each Continuing Employee for purposes of each New Plan providing medical, dental, pharmaceutical, vision, disability, life insurance and/or other welfare benefits to any Continuing Employee (collectively, the “New Welfare Plans”), Buyer shall cause (A) all pre-existing conditions, exclusions or limitations, eligibility waiting periods and actively-at-work requirements of such New Welfare Plans to be waived for such Continuing Employee and his or her covered dependents (to the extent such conditions, exclusions, limitations, periods and requirements were waived or satisfied as of immediately prior to the Closing under comparable Old Plans), and (B) any eligible expenses incurred by each Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such Continuing Employee’s participation in the corresponding New Welfare Plan begins to be taken into account under such New Welfare Plan for purposes of satisfying all applying annual deductible, co-payment, coinsurance and maximum out-of-pocket requirements applicable to maximums under such Delta Benefit Plan any deductible, co-payment, and out-of-pocket expenses paid by the Continuing Employee under an analogous CHC Benefit Plan during the plan year for such CHC Benefit Plan in which occurs the later of the Closing Date and the date on which such Continuing Employee and his or her becomes covered dependents for the applicable plan year as if under such amounts had been paid in accordance with such New Welfare Delta Benefit Plan. (c) As of the Closing, Seller and its Affiliates (other than the Group Companies) shall assume and/or retain sponsorship of and be solely responsible for all Liabilities relating to or at any time arising under or in connection with or pursuant to any Employee Benefit Plan or other plan, program, arrangement, or agreement providing compensation or benefits to any current or former director, officer, employee or other service provider of Seller or its Affiliates. (d) Nothing contained This Section 8.22 shall only be binding upon and inure solely to the benefit of each of CHC and Delta or their respective Subsidiaries and Affiliates, and nothing in this Section 7.3 or elsewhere in this Agreement8.22, express or implied, shall confer upon any current other Person any third-party beneficiary or former Business Employee other rights or Business Service Provider remedies of any right nature whatsoever under or by reason of this Section 8.22 or inure to continued employment or service (or resumed employment or service) subsequent to the Closing. This Section 7.3 shall operate exclusively for the benefit of the Parties and not for the benefit or be enforceable by any service provider, employee, director or independent consultant of CHC, Delta, Pubco or their respective Subsidiaries or Affiliates, of any other Personentity or any Person representing the interest of any employees, directors or independent consultants or of any Person whose rights are derivative of any such employee (including any current a family member or former Business Employees or estate of the Continuing Employees, which Persons shall have no rights to enforce this Section 7.3 of this Agreementemployee). Nothing in this Section 7.3 shall: contained herein, express or implied shall (i) create be construed to establish, amend or modify any third party rights in any current CHC Benefit Plan or former Business Employee other benefit plan, program, agreement or Business Service Provider (including any beneficiary or dependent thereof) arrangement or (ii) be treated as an amendment of any Employee Benefit Plan alter or restrict limit the ability of the Parties CHC, Delta, Pubco or any of their respective Subsidiaries or Affiliates to amend, modify, discontinue modify or terminate any Employee Benefit Plan benefit plan, program, agreement or arrangement at any time assumed, established, sponsored or maintained by any of them. The parties hereto acknowledge and agree that the terms set forth in this Section 8.22 shall not create any right in any service provider, CHC employee or any other employee benefit planPerson to any continued employment with CHC, practice Delta, Pubco or policy established any of their respective Subsidiaries or maintained by the Parties Affiliates or their Affiliatescompensation or benefits of any nature or kind whatsoever.

Employees; Employee Benefits. (a) For the 12-month period following Effective on the Closing Date (Date, the “Continuation Period”), Buyer Sellers shall provide, or shall cause the Company to continue providing, to each individual who is a Business Employee as terminate all employees of the Closing Business (each, a “Continuing Employee”): (iother than Retained Employees) a base salary or hourly wage rate, as applicable, that is at least equal to the base salary or hourly wage rate provided to such Continuing Employee immediately prior to the Closing, (ii) annual or other short-term cash bonus opportunities (for the avoidance of doubt, excluding equity and equity based rights) that are substantially comparable to those provided to such Continuing Employee immediately prior to Closing, and (iii) medical and defined contribution retirement benefits that are substantially comparable, in the aggregate, to those provided to similarly situated employees of Buyer or its Affiliates. If Buyer terminates, or causes the Company to terminate, any Continuing Employee in the 6-month period following on the Closing Date (each, a “Terminated Subject Employee”), Buyer or the Company, as the case may be, shall provide subject to such Terminated Employee the amount of severance, as determined by Buyer Buyer’s covenant in good faith, to which such Terminated Employee would have been entitled under the Company’s existing severance plan in place as of the Closing Datesubsection (b). (b) For all purposesSubject to the last sentence of this subsection (b), including vesting, eligibility Buyer agrees to participate and level of benefits offer each Subject Employee employment on an “at will” basis (other than benefits under defined benefit pension plans) under the Employee Benefit Plans of Buyer or its Affiliates (as applicable) providing benefits except any employees subject to Continuing Employees employment agreements in effect after the Closing in which such Continuing Employees are eligible Closing, who will be hired pursuant to participate (the “New Plans”), each Continuing Employee terms in such plans shall be credited agreements) (each person accepting the offer of employment, a “Hired Employee”) and provide such Hired Employee with his (i) base compensation that is no less favorable than the compensation provided to the Hired Employee immediately prior to the Closing; and (ii) employee benefits that are substantially comparable either to those provided by the Buyer to its similarly situated employees or her years of service with those provided by the Company and its predecessors Companies to such Hired Employee immediately prior to the Closing, to the same extent disclosed to the Buyer as such Continuing of the date hereof. Nothing herein shall be deemed to require Buyer to (x) offer employment to any Subject Employee, (y) retain any Hired Employee was entitledfor any particular period of time or (z) to continue to employ any Hired Employee, before in each case, who does not meet Buyer’s employment standards for similarly situated employees (it being agreed that FMLA leave, medical leave, pre-existing conditions, and similar factors will not be used to disqualify any Subject Employee in relation to Buyer’s initial offer of employment). (c) The Companies shall be solely responsible, and Buyer shall have no obligations whatsoever, for any compensation or other amounts payable to any current or former employee, officer, or director of the ClosingBusiness, to credit including, without limitation, hourly pay, commission, bonus, salary, transaction bonuses, accrued vacation, fringe, pension or profit sharing benefits or severance pay for such any period of service under with Seller at any similar Employee Benefit Plan in which such Continuing Employee participated or was eligible to participate immediately time prior to the Closing Date, all of which (other than transaction bonuses) shall be included in the Retained Payables Amount and Net Working Capital so that the payment thereof is made by the Companies after giving effect to the foregoing. Buyer shall be solely responsible, and the Companies shall have no obligations whatsoever, for any compensation or other amounts payable to any employee, officer or director of the Business, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay, relating to any period of time on or after the Closing Date including, but not limited to, in connection with any services provided to Buyer by such plansemployee, collectivelyofficer, director, independent contractor or consultant of the Business. (d) The Companies shall remain solely responsible, and Buyer shall have no obligations whatsoever, for the satisfaction of all invoices for services provided prior to the Closing Date (regardless of whether the provider invoices the Companies for such services before, on, or after the Closing Date) for medical, dental, COBRA continuing coverage, life insurance, health, accident or disability benefits brought by or in respect of pre-Closing employees, officers, or directors of the Business or the spouses, dependents or beneficiaries thereof. The Buyer shall be solely responsible, and the Companies shall have no obligations whatsoever, for the satisfaction of all invoices for services provided on or after the Closing Date for medical, dental, COBRA continuing coverage, life insurance, health, accident or disability benefits brought by or in respect of Hired Employees or the spouses, dependents or beneficiaries thereof. The Buyer shall be solely responsible for providing COBRA continuing coverage for any pre-Closing employees, officers, or directors of the Business or the spouses, dependents or beneficiaries thereof, who have elected or after the Closing validly elect to obtain COBRA coverage, including without limitation the individuals listed on Schedule 3.14(i) and each person who becomes a “Old Plans”M&A qualified beneficiary” as that term is defined in 26 C.F.R. § 54.4980B–9. (e) Seller also shall remain solely responsible, and Buyer shall have no obligations whatsoever, for all workers’ compensation for any pre-Closing employees, officers, directors, independent contractors or consultants of the Business which relate solely to events occurring prior to the Closing Date. The Companies shall pay, or cause to be paid, all such amounts to the appropriate persons as and when due (in each case, if and solely to the extent they are actually entitled thereto). (f) Each Hired Employee shall be given (i) service credit for the purpose of eligibility under Buyer’s group health plan and eligibility and vesting only under Buyer’s defined contribution retirement plan for his or her period of service with Seller prior to the Closing Date; provided, however, that the foregoing shall not apply to the extent that its application would result in a duplication of benefits with respect to the same period of service. In addition, and without limiting the generality of the foregoing, Buyer shall undertake commercially reasonable efforts to provide that (i) each Continuing Employee such service crediting shall be immediately eligible to participatepermitted and consistent with Buyer’s defined contribution retirement plan, without any waiting time, in any and all New Plans to the extent coverage under any such New Plan replaces coverage under any Old Plan and (ii) credit for paid time off days earned. (g) Until at least December 31, 2022, to the extent permitted by such plans and applicable law, Buyer shall, or shall cause one of its Affiliates to, cause each compensation or employee benefit plan, program, or arrangement maintained or contributed to by the Buyer or such Affiliate and in which any Hired Employee is eligible to participate to treat the prior service of such Hired Employee with any of the Companies as service rendered to the Buyer or such Affiliate for all purposes under the employee benefit plans of each New Plan providing medicalthe Buyer or its Affiliates (but not benefit accrual under a defined benefit plan of the Buyer or its Affiliates). (h) Subject to the terms of the applicable plans of the Buyer and its Affiliates, dental, pharmaceutical, vision, disability, life insurance and/or other welfare benefits with respect to any Continuing Hired Employee, each of the Buyer and its Affiliates (at their sole cost and expense) shall use reasonable best efforts to (i) waive any limitation on health and welfare coverage of such Hired Employee (collectively, the “New Welfare Plans”), Buyer shall cause (A) all due to pre-existing conditionsconditions and/or waiting periods, exclusions active employment requirements, and requirements to show evidence of good health under the applicable health and welfare plan of the Buyer or limitationssuch Affiliate to the extent such Hired Employee is covered under a health and welfare benefit plan maintained by any of the Companies immediately prior to the Closing Date and (ii) credit each Hired Employee with all deductible payments, eligibility waiting periods co-payments and activelyco-at-work requirements insurance paid by such Hired Employee and covered dependents under the medical employee benefit plan of any of the Companies prior to the Closing Date during the year in which the Closing occurs for the purpose of determining the extent to which any such New Welfare Plans to be waived for such Continuing Hired Employee and his or her covered dependents (to have satisfied their deductible and whether they have reached the extent such conditions, exclusions, limitations, periods and requirements were waived or satisfied as of immediately prior to the Closing under comparable Old Plans), and (B) any eligible expenses incurred by each Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such Continuing Employee’s participation in the corresponding New Welfare Plan begins to be taken into account under such New Welfare Plan for purposes of satisfying all deductible, co-payment, coinsurance and maximum out-of-pocket requirements applicable to maximum under any medical plan maintained by the Buyer or such Continuing Employee and his or her covered dependents Affiliate for the applicable plan year as if such amounts had been paid in accordance with such New Welfare Planyear. (c) As of the Closing, Seller and its Affiliates (other than the Group Companies) shall assume and/or retain sponsorship of and be solely responsible for all Liabilities relating to or at any time arising under or in connection with or pursuant to any Employee Benefit Plan or other plan, program, arrangement, or agreement providing compensation or benefits to any current or former director, officer, employee or other service provider of Seller or its Affiliates. (di) Nothing contained in this Section 7.3 or elsewhere in this Agreement6.06, whether express or implied, shall confer upon any current or former Business Employee or Business Service Provider any right to continued employment or service (or resumed employment or service) subsequent to the Closing. This Section 7.3 shall operate exclusively for the benefit of the Parties and not for the benefit of any other Person, including any current or former Business Employees or the Continuing Employees, which Persons shall have no rights to enforce this Section 7.3 of this Agreement. Nothing in this Section 7.3 shall: (i) create any third party rights in any current or former Business Employee or Business Service Provider (including any beneficiary or dependent thereof) or (ii) be treated as an amendment of any Employee Benefit Plan of, or restrict the ability of the Parties or their Affiliates undertaking to amend, modify, discontinue or terminate any Employee Benefit Plan or any other employee benefit plan, practice (ii) subject to the requirements of this Section 6.06, prohibit any Company, the Buyer or policy established any of their respective Affiliates from amending or maintained by terminating any employee benefit plan, (iii) obligate any Company, the Parties Buyer or any of their Affiliatesrespective Affiliates to retain the employment of any particular employee, or (iv) confer any rights, benefits, remedies, obligations or liabilities hereunder upon any employee or other Person other than the parties hereto and their respective successors and permitted assignees.

Employees; Employee Benefits. (a) For the 12-month a period of twelve months following the Closing Date (the “Continuation Period”)Date, Buyer shall provide, or shall cause the Company to continue providingbe provided, to each individual Company Employee who is employed by a Business Company Entity immediately prior to the Closing and who remains a Company Employee as of immediately following the Closing (each, each a “Continuing Employee”): ), except in the case of employees of Xxxxxxxx Holdings, LLC or its Subsidiaries that are Company Entities, (i) a annual base salary or base hourly wage ratewages, as applicableshort-term incentive compensation opportunities and long-term incentive compensation opportunities, in each case, that is at least equal to are no less favorable than the annual base salary or base hourly wage rate wages, short-term incentive compensation opportunities and long-term incentive compensation opportunities provided to such Continuing Employee immediately prior to the Closing, (ii) annual or other short-term cash bonus opportunities (for the avoidance of doubt, excluding equity and equity based rights) employee benefits that are substantially comparable to those no less favorable in the aggregate than the employee benefits provided to such Continuing Employee immediately prior to Closingthe Closing (excluding severance, defined benefit pension benefits, retiree welfare benefits, nonqualified deferred compensation benefits and change in control benefits), and (iii) medical and defined contribution retirement severance benefits that are substantially comparable, in no less favorable than the aggregate, to those severance benefits provided to similarly situated employees such Continuing Employee immediately prior to the Closing. For purposes of eligibility, vesting, vacation entitlement, and severance (but not benefit accrual or level of benefits under defined benefit plans or with respect to any retiree medical benefits) under the employee benefit plans of Buyer or its Affiliates. If which provide benefits to Continuing Employees (the “Buyer terminates, or causes the Company to terminate, any Continuing Employee in the 6-month period following the Closing Date (each, a “Terminated EmployeePlans”), Buyer or the Company, as the case may be, shall provide to such Terminated Employee the amount of severance, as determined by Buyer in good faith, to which such Terminated Employee would have been entitled under the Company’s existing severance plan in place as of the Closing Date. (b) For all purposes, including vesting, eligibility to participate and level of benefits (other than benefits under defined benefit pension plans) under the Employee Benefit Plans of Buyer or its Affiliates (as applicable) providing benefits to Continuing Employees after the Closing in which such Continuing Employees are eligible to participate (the “New Plans”), credit each Continuing Employee in such plans shall be credited with his or her years of service with the Company Entities and its predecessors prior to the Closingany predecessor entities, to the same extent as such Continuing Employee was entitled, before entitled immediately prior to the Closing, Closing to credit for such service under any similar Employee Benefit Plan in which Plan; provided that such recognition of service shall not (i) operate to duplicate any benefits of a Continuing Employee participated or was eligible to participate immediately prior to the Closing (such plans, collectively, the “Old Plans”); provided, however, that the foregoing shall not apply to the extent that its application would result in a duplication of benefits with respect to the same period of serviceservice or (ii) apply to any Buyer Plan that is grandfathered or frozen, either with respect to level of benefits or participation. In addition, and without limiting the generality of Notwithstanding the foregoing, this Section 7.14(a) shall not apply to Continuing Employees who are covered by a collective bargaining agreement. (b) Buyer shall undertake use commercially reasonable efforts to provide that (i) each Continuing Employee shall cause to be immediately eligible to participatewaived under any applicable Buyer Plan any pre-existing condition limitations, without any actively-at-work requirements, exclusions and waiting time, in any and all New Plans periods to the extent coverage under any waived or not applicable under, or previously satisfied by such New Plan replaces coverage under any Old Continuing Employee under, the relevant Employee Benefit Plan and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical, vision, disability, life insurance and/or other welfare benefits to any cause the Continuing Employee (collectively, the “New Welfare Plans”), Buyer shall cause (A) all pre-existing conditions, exclusions or limitations, eligibility waiting periods and actively-at-work requirements of such New Welfare Plans Employees to be waived given credit under the applicable Buyer Plan for such Continuing Employee and his or her covered dependents (to the extent such conditions, exclusions, limitations, periods and requirements were waived or satisfied as of immediately prior to the Closing under comparable Old Plans), and (B) any eligible expenses incurred by each Continuing Employee and his or her covered dependents amounts paid during the portion of the plan year of the Old Plan ending on the date in which such Continuing Employee’s Employees commence participation in the corresponding New Welfare Plan begins to be taken into account under such New Welfare Buyer Plan for purposes of satisfying all deductibleapplying deductibles, co-paymentpayments, coinsurance co-insurance and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Welfare Planmaximums. (c) As To the extent any payments made with respect to, or which arise as a result of, the execution and delivery of this Agreement or the transactions contemplated hereby could be characterized as an “excess parachute payment” within the meaning of Section 280G(b)(1) of the Code, Sellers shall (i) as promptly as practicable following the date of this Agreement, disclose their calculations with respect to all potential parachute payments to Buyer, along with the assumptions used to make the calculations, (ii) prior to the Closing seek a waiver from each “disqualified individual” of any such parachute payments that would otherwise be due and owing such that any remaining payments shall not be deemed “parachute payments” (such waived payments, the “Waived 280G Payments”) and (iii) prior to the Closing, Seller cause all Waived 280G Payments to be disclosed to, and its Affiliates solicit the vote (whether of approval or disapproval) of the equityholders of the Sellers in a manner intended to comply with the requirements of the Code and the applicable Treasury Regulations. Buyer shall have the right to review and comment on any waiver document required by clause (ii) before such waiver document is provided to the recipient and any disclosure and vote materials required by clause (iii) before such disclosure is made. Sellers shall provide Buyer with no less than ten Business Days to review and comment on any such materials and documents, and shall reasonably consider modifications in response to comments from Buyer. Sellers shall not pay or cause to be paid any Waived 280G Payments to the extent that it is unable to obtain the equityholder approval described in clause (iii). (d) The provisions contained in this Section 7.14 shall not (i) be treated as an amendment or other than the Group Companies) shall assume and/or retain sponsorship modification of and be solely responsible for all Liabilities relating to or at any time arising under or in connection with or pursuant to any Employee Benefit Plan or other employee benefit plan, program, agreement or other arrangement, (ii) limit the right of Buyer to terminate any employee at any time and for any reason or agreement providing compensation or benefits to any current or former director, officer, employee or other service provider of Seller or its Affiliates. (d) Nothing contained in this Section 7.3 or elsewhere in this Agreement, express or implied, shall confer upon any current or former Business Employee or Business Service Provider any right to continued employment or service (or resumed employment or service) subsequent to the Closing. This Section 7.3 shall operate exclusively for the benefit of the Parties and not for the benefit of any other Person, including any current or former Business Employees or the Continuing Employees, which Persons shall have no rights to enforce this Section 7.3 of this Agreement. Nothing in this Section 7.3 shall: (iiii) create any third party rights rights, benefits or remedies of any nature whatsoever in any current Company Employee (or former Business Employee any beneficiaries or Business Service Provider (including any beneficiary or dependent dependents thereof) or (ii) be treated as an amendment of any Employee Benefit Plan or restrict the ability of the Parties or their Affiliates to amend, modify, discontinue or terminate any Employee Benefit Plan or any other employee benefit plan, practice or policy established or maintained by the Parties or their AffiliatesPerson that is not a party to this Agreement.

Employees; Employee Benefits. (a) For Immediately prior to the 12-month period following Closing, Parent and Seller shall, and shall cause any of their Affiliates if necessary to, transfer to the Company each person who was actively employed and working primarily for the Company immediately prior to the Closing Date (the “Continuation Period”"Employees"). Section 5.6(a) of the Disclosure Schedule lists each such Employee as of the date hereof. Prior to Closing, Seller shall cause all account balances and other interests of Employees under Parent=s 401K plan to be fully vested as of the Closing Date. The Company shall assume all liabilities and obligations relating to or arising out of the Employees' employment prior to the Closing; provided, however, that (i) the Company shall not assume any liabilities or obligations pursuant to any employee benefit plan (as defined in Section 3(3) of ERISA), Buyer compensation or incentive plan sponsored, maintained or contributed to by any entity other than the Company; and (ii) the Company shall providenot assume any liabilities or obligations related to the Employees which have not been accrued on the Closing Balance Sheet, set forth in Section 5.6(a)(i)(4) of the Disclosure Schedule or any employment, severance or change of control agreements or arrangement not listed on Section 3.15(c) of the Disclosure Schedule. Except as expressly assumed in the previous sentence, Seller and Parent shall remain liable and indemnify Purchaser and/or the Company, for all liabilities and obligations relating to or arising out of Employee=s employment prior to the Closing. Without limiting the foregoing, Purchaser hereby assumes and agrees to perform each of the agreements set forth in Section 3.15(c) of the Disclosure Schedule in the same manner and to the same extent that Parent, Seller or the Company would be required to perform it whether or not the Transactions occurred, such assumption to be effective as of the Closing. (b) On and after the Closing, until at least the first anniversary of the Closing, Purchaser shall cause the Company to continue providingprovide the Employees with salaries, to each individual who is a Business Employee incentive opportunities and benefit plans, programs and arrangements no less favorable in the aggregate than those provided as of the Closing (eachdate hereof by Seller and the Company or, a “Continuing Employee”): (i) a base salary or hourly wage rateat Purchaser's option, as applicable, that is at least equal to the base salary or hourly wage rate provided to such Continuing Employee immediately prior to the Closing, (ii) annual or other short-term cash bonus opportunities (for the avoidance of doubt, excluding equity and equity based rights) that are substantially comparable to those provided to such Continuing Employee immediately prior to Closing, and (iii) medical and defined contribution retirement benefits that are substantially comparable, no less favorable in the aggregate, to aggregate than those provided to similarly situated employees of Buyer Purchaser. (c) If any Employee becomes a participant in any employee benefit plan, practice or policy of Purchaser or any of its Affiliates. If Buyer terminates, or causes such Employee shall be given credit, for purposes of determining eligibility and vesting, under such plan for all service prior to the Closing Date with the Company or any predecessor employer (to terminatethe extent such credit was given by Seller, the Company or any Continuing Employee in predecessor employer), and all service with the 6-month period Company or Purchaser following the Closing Date (each, a “Terminated Employee”), Buyer or the Company, as the case may be, shall provide to such Terminated Employee the amount of severance, as determined by Buyer in good faith, to which such Terminated Employee would have been entitled under the Company’s existing severance plan in place as of the Closing Date. (b) For all purposes, including vesting, eligibility to participate and level of benefits (other than benefits under defined benefit pension plans) under the Employee Benefit Plans of Buyer or its Affiliates (as applicable) providing benefits to Continuing Employees after the Closing in which such Continuing Employees are eligible to participate (the “New Plans”), each Continuing Employee in such plans shall be credited with his or her years of service with the Company and its predecessors but prior to the Closing, to the same extent as time such Continuing Employee was entitled, before the Closing, to credit for employee becomes such service under any similar Employee Benefit Plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Closing (such plans, collectively, the “Old Plans”)a participant; provided, however, that the foregoing shall such service need not apply be credited to the extent that its application it would result in a duplication of benefits with respect to the same period of service. In additionbenefits, and without limiting the generality including benefit accrual under defined benefit plans, or would constitute a violation of the foregoing, Buyer terms of any of Purchaser's plans. Such service also shall undertake commercially reasonable efforts to provide that (i) each Continuing Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under any such New Plan replaces coverage under any Old Plan and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical, vision, disability, life insurance and/or other welfare benefits to any Continuing Employee (collectively, the “New Welfare Plans”), Buyer shall cause (A) all pre-existing conditions, exclusions or limitations, eligibility waiting periods and actively-at-work requirements of such New Welfare Plans to be waived for such Continuing Employee and his or her covered dependents (to the extent such conditions, exclusions, limitations, periods and requirements were waived or satisfied as of immediately prior to the Closing under comparable Old Plans), and (B) any eligible expenses incurred by each Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such Continuing Employee’s participation in the corresponding New Welfare Plan begins to be taken into account under such New Welfare Plan apply for purposes of satisfying all deductibleany waiting periods, co-paymentevidence of insurability requirements, coinsurance or the application of any preexisting condition limitations. Employees shall be given credit for amounts paid under a corresponding benefit plan during the same period for purposes of applying deductibles, copayments and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year maximums as if though such amounts had been paid in accordance with such New Welfare Plan. (c) As the terms and conditions of the Closing, Seller and its Affiliates (other than the Group Companies) shall assume and/or retain sponsorship of and be solely responsible for all Liabilities relating to or at any time arising under or in connection with or pursuant to any Employee Benefit Plan or other comparable Purchaser employee benefit plan, program, arrangement, or agreement providing compensation or benefits to any current or former director, officer, employee or other service provider of Seller or its Affiliates. (d) Nothing contained If any Employee is discharged by the Company after the Closing, then Purchaser shall be responsible for all severance costs, if any, for such Employee incurred by the Purchaser under the Company's severance plan. Purchaser shall be responsible and assume all liability for all notices or payments due to any Employees, and all notices, payments, fines or assessments due to any Governmental Entity, pursuant to any applicable foreign, federal, state or local law, common law, statute, rule or regulation with respect to the discharge or layoff of Employees by the Company as of the Closing, including the WARN Act and any rules or regulations as have been issued in connection with the foregoing. Purchaser acknowledges and agrees that any employment loss within the meaning of the WARN Act suffered by any Employee on or within the 90 day period following the Closing shall have been caused by Purchaser's decision not to continue the employment of such Employee, and shall not have been caused as a result of the sale of the Shares of the Company pursuant to this Section 7.3 or elsewhere in Agreement. For purposes of this Agreement, express or implied, the Closing Date is and shall confer upon any current or former Business Employee or Business Service Provider any right to continued employment or service (or resumed employment or service) subsequent to be the Closing. This Section 7.3 shall operate exclusively for same as the benefit "effective date" within the meaning of the Parties and not for the benefit of any other Person, including any current or former Business Employees or the Continuing Employees, which Persons shall have no rights to enforce this Section 7.3 of this Agreement. Nothing in this Section 7.3 shall: (i) create any third party rights in any current or former Business Employee or Business Service Provider (including any beneficiary or dependent thereof) or (ii) be treated as an amendment of any Employee Benefit Plan or restrict the ability of the Parties or their Affiliates to amend, modify, discontinue or terminate any Employee Benefit Plan or any other employee benefit plan, practice or policy established or maintained by the Parties or their AffiliatesWARN Act.

Employees; Employee Benefits. (a) For the 12-month period following beginning on the Closing Effective Date and ending no earlier than the first (1st) anniversary of the “Continuation Period”)Effective Date, Buyer shall provideshall, or shall cause the Company to continue providingto, to provide each individual who is a Business Employee as of the Closing (each, a “Continuing Employee”): (i) a base salary or hourly wage rate, as applicable, that is at least equal to the base salary or hourly wage rate provided to such Continuing Employee immediately prior to the Closing, (ii) annual or other short-term cash bonus opportunities (for the avoidance of doubt, excluding equity with compensation and equity based rights) benefits that are substantially comparable in the aggregate to those the compensation and benefits provided to each such Continuing Business Employee immediately prior to Closing, and (iii) medical and defined contribution retirement benefits that are substantially comparable, in the aggregate, to those provided to similarly situated employees of Buyer or its Affiliates. If Buyer terminates, or causes the Company to terminate, any Continuing Employee in the 6-month period following the Closing Date (each, a “Terminated Employee”), Buyer or the Company, as the case may be, shall provide to such Terminated Employee the amount of severance, as determined by Buyer in good faith, to which such Terminated Employee would have been entitled under the Company’s existing severance plan in place as of the Closing Date. (b) For all purposes, including vesting, eligibility to participate and level of benefits (other than benefits under defined benefit pension plans) under the Employee Benefit Plans of Buyer or its Affiliates (as applicable) providing benefits to Continuing Employees after the Closing in which such Continuing Employees are eligible to participate (the “New Plans”), each Continuing Employee in such plans shall be credited with his or her years of service with the Company and its predecessors prior to the Closing, to the same extent as such Continuing Employee was entitled, before the Closing, to credit for such service under any similar Employee Benefit Plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Closing (such plans, collectively, the “Old Plans”); provided, however, that the foregoing shall not apply to the extent that its application would result in a duplication of benefits excluding special retention and other similar bonuses paid or payable with respect to the same period arrangements established to ensure continuity of service. In additionemployment arising from this transaction), and without limiting the generality of the foregoing, Buyer shall undertake commercially reasonable efforts to provide provided that (i) each Continuing Employee shall be immediately eligible to participate, without any waiting timeBuyer, in providing such substantially comparable compensation and benefits, shall not be required to provide or maintain any and all New Plans particular plan or benefit which was provided to or maintained for Business Employees prior to the extent coverage under any such New Plan replaces coverage under any Old Plan Closing and (ii) nothing herein shall be deemed to create anything other than an "at will" employment relationship between the Buyer, the Company or any Affiliate thereof, on the one hand, and any Business Employee, on the other hand. Buyer shall treat all service completed by a Business Employee with the Company or any Affiliate thereof, and any predecessor thereto, the same as service completed with Buyer for all purposes, including waiting periods relating to preexisting conditions under medical plans, vacations, severance pay, eligibility to participate in, vesting or payment of benefits under, and eligibility for early retirement or any subsidized benefit provided for under any employee benefit plan (including, but not limited to, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained by Buyer on or after the Effective Date in which a Business Employee participates, except for purposes of each New Plan providing medical, dental, pharmaceutical, vision, disability, life insurance and/or other welfare computing benefits to any Continuing Employee under the accrued benefit formula in a pension plan (collectively, as defined in Section 3(2) of ERISA). (b) After the “New Welfare Plans”)Effective Date, Buyer shall cause be responsible for, and shall indemnify and hold harmless ChoicePoint and its Affiliates and their officers, directors, employees, Affiliates and agents and the fiduciaries (Aincluding plan administrators) of the Company Benefit Plans, from and against, any and all claims, losses, damages, costs and expenses (including, without limitation, attorneys' fees and expenses) and other liabilities and obligations relating to or arising out of (i) all pre-existing conditionssalaries, exclusions or limitationsbonuses, eligibility waiting periods commissions, vacation entitlements and actively-at-work requirements other benefits accrued by the Company but unpaid as of such New Welfare Plans to be waived for such Continuing Employee and his or her covered dependents (the Closing to the extent such conditions, exclusions, limitations, periods and requirements were waived or satisfied as of immediately prior to accrued for on the Final Closing under comparable Old Plans)Statement, and (Bii) any eligible expenses incurred claims of, or damages or penalties sought by, any Business Employee, or any governmental entity on behalf of or concerning any Business Employee, with respect to any act or failure to act by each Continuing Employee and his Buyer to the extent arising from the employment, discharge, layoff or her covered dependents during the portion termination of the plan year of the Old Plan ending on the date such Continuing any Business Employee’s participation in the corresponding New Welfare Plan begins to be taken into account under such New Welfare Plan for purposes of satisfying all deductible, co-payment, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Welfare Plan. (c) As of Prior to the ClosingEffective Date, Seller ChoicePoint shall be responsible for, and shall indemnify and hold harmless Buyer and its Affiliates and their officers, directors, employees, Affiliates and agents and the fiduciaries (including plan administrators) of the Company Benefit Plans, from and against, any and all claims, losses, damages, costs and expenses (including, without limitation, attorneys' fees and expenses) and other than the Group Companies) shall assume and/or retain sponsorship of liabilities and be solely responsible for all Liabilities obligations relating to or at arising out of (i) all salaries, bonuses, commissions, vacation entitlements and other benefits not accrued by the Company and unpaid as of the Closing to the extent not accrued for on the Final Closing Statement, and (ii) any time arising under claims of, or in connection damages or penalties sought by, any Business Employee, or any governmental entity on behalf of or concerning any Business Employee, with or pursuant respect to any Employee Benefit Plan act or other planfailure to act by ChoicePoint to the extent arising from the employment, programdischarge, arrangement, layoff or agreement providing compensation or benefits to termination of any current or former director, officer, employee or other service provider of Seller or its AffiliatesBusiness Employee. (d) Nothing contained in this Section 7.3 or elsewhere in this Agreement, express or implied, shall confer upon any current or former Business Employee or Business Service Provider any right to continued employment or service (or resumed employment or service) subsequent Notwithstanding anything herein to the Closing. This Section 7.3 shall operate exclusively for contrary, any liabilities or obligations relating to the benefit additional compensation to be paid to certain employees of the Parties Company pursuant to those certain retention agreements executed by ChoicePoint and not for the benefit of any other Person, including any current or former certain Business Employees or (the Continuing Employees, which Persons shall have no rights "RETENTION AGREEMENTS") relating to enforce this Section 7.3 of this Agreement. Nothing in this Section 7.3 shall: (i) create any third party rights in any current or former Business Employee or Business Service Provider (including any beneficiary or dependent thereof) or (ii) be treated as an amendment of any Employee Benefit Plan or restrict the ability potential sale of the Parties or their Affiliates Business will be retained by ChoicePoint. ChoicePoint agrees to perform and discharge its obligations under the Retention Agreements, and ChoicePoint shall not amend, modifywaive, discontinue modify or terminate supplement any Employee Benefit Plan or any other employee benefit plan, practice or policy established or maintained by provision of the Parties or their AffiliatesRetention Agreements without the prior written consent of Buyer.

Employees; Employee Benefits. (a) For the 12-month a period of six (6) months following the Closing Date (the “Continuation Period”)Date, Buyer Purchaser or its subsidiaries shall provide, or shall cause provide each employee of the Company to continue providing, to each individual who is a Business Employee as of remains employed by the Company following the Closing (each, a “Continuing "Company Employee”): ") with (i) a base salary or hourly wage rate, as applicable, compensation (excluding 401(k) matches) that is at least equal as favorable in the aggregate to the base salary or hourly wage rate compensation (excluding 401(k) matches) provided to such Continuing Employee Company employee immediately prior to the ClosingClosing Date, as set forth in a schedule that has been delivered to Purchaser on or prior to the date hereof (which may be updated solely in accordance with its terms or this Agreement), and (ii) annual or benefits, other short-term cash bonus opportunities (for the avoidance of doubtthan medical benefits, excluding equity and equity based rights) that are substantially comparable to those provided to such Continuing Employee immediately prior to Closing, and (iii) medical and defined contribution retirement benefits that are substantially comparable, similar in the aggregate, aggregate to those the benefits (other than medical benefits) provided to similarly situated employees of Buyer Purchaser and its subsidiaries during such period; provided, that Transferring Individuals shall receive the compensation mutually agreed between such individual and the Purchaser prior to Closing. For the avoidance of doubt, each Company Employee shall retain any paid time off he or its Affiliates. If Buyer terminates, or causes she has accrued at the Company time of the Closing and shall continue to terminate, any Continuing Employee in accrue paid time off for the 6-month duration of the six (6)-month period following the Closing Date at the greater of (each, a “Terminated Employee”), Buyer or A) the Company, as the case may be, shall provide to such Terminated Employee the amount of severance, as determined by Buyer in good faith, to which such Terminated Employee would have been entitled under the Company’s existing severance plan in place as of the Closing Date's standard paid time off accrual rate or (B) Purchaser's standard paid time off accrual rate. (b) For all purposesFrom and after the Closing, including vesting, Purchaser shall give or cause to be given to each Company Employee full credit for purposes of eligibility to participate participate, vesting and level of benefits (other than benefits service under defined each employee benefit pension plans) plan, program or arrangement established or maintained by Purchaser under the Employee Benefit Plans of Buyer or its Affiliates (as applicable) providing benefits to Continuing Employees after the Closing in which such Continuing Company Employees are eligible to participate (on or after the “New Plans”), each Continuing Employee in such plans shall be credited with his Closing for service accrued or her years of service deemed accrued on or prior to the Closing with the Company and its predecessors to the same extent that such credit was recognized by the Company under the comparable Benefit Plans immediately prior to the Closing, to the same extent as such Continuing Employee was entitled, before the Closing, to credit for such service under any similar Employee Benefit Plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Closing (such plans, collectively, the “Old Plans”); provided, however, that the foregoing (i) no such credit shall not apply be provided to the extent that its application such credit would result in a any duplication of benefits with respect to for the same period of service. In additionservice and (ii) no such credit shall be provided for purposes of benefit accrual under any defined benefit pension plan. (c) With respect to each welfare benefit plan, and without limiting program or arrangement maintained, sponsored or contributed to by Purchaser after the generality of Closing (collectively, the foregoing"Purchaser Welfare Benefit Plans") in which any Company Employee may be eligible to participate on or after the Closing, Buyer Purchaser shall undertake use commercially reasonable efforts to provide that (i) each Continuing Employee shall be immediately eligible waive, or cause its affiliates or insurance carrier to participatewaive, without any waiting time, in any and all New Plans limitations as to the extent coverage under any such New Plan replaces coverage under any Old Plan and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical, vision, disability, life insurance and/or other welfare benefits to any Continuing Employee (collectively, the “New Welfare Plans”), Buyer shall cause (A) all pre-existing preexisting conditions, exclusions or limitations, eligibility waiting periods and actively-at-work requirements, exclusions and waiting periods, if any, with respect to participation and coverage requirements of such New Welfare Plans applicable to be waived for such Continuing each Company Employee and his or her covered dependents (to the same extent such conditions, exclusions, limitations, periods and requirements were satisfied or waived or satisfied as of immediately prior to the Closing under a comparable Old Plans)Benefit Plan, and (Bii) provide or cause its affiliates to provide full credit to each Company Employee for any eligible expenses incurred by each Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such Continuing Employee’s participation in the corresponding New Welfare Plan begins to be taken into account under such New Welfare Plan for purposes of satisfying all deductible, co-paymentpayments, coinsurance deductibles and maximum out-of-pocket requirements applicable to expenses paid by such Continuing Company Employee and his or her covered dependents for under the applicable comparable Benefit Plan during the relevant plan year up to and including the Closing as if such amounts had been paid in accordance with under such New Purchaser Welfare Benefit Plan. (c) As of the Closing, Seller and its Affiliates (other than the Group Companies) shall assume and/or retain sponsorship of and be solely responsible for all Liabilities relating to or at any time arising under or in connection with or pursuant to any Employee Benefit Plan or other plan, program, arrangement, or agreement providing compensation or benefits to any current or former director, officer, employee or other service provider of Seller or its Affiliates. (d) Nothing contained Notwithstanding anything in this Section 7.3 or elsewhere in this Agreement6.04 to the contrary, nothing contained herein, whether express or implied, shall confer upon be treated as an establishment, amendment or other modification of any current Benefit Plan or former Business Employee any employee benefit plan of Purchaser or Business Service Provider any of its affiliates, or shall limit the right of Purchaser or any of its affiliates to continued employment amend, terminate or service otherwise modify any Benefit Plan or other employee benefit plan following the Closing Date. Seller and Purchaser acknowledge and agree that all provisions contained in this Section 6.04 are included for their sole benefit, and that nothing in this Section 6.04, whether express or implied, shall create any Third Party beneficiary or other rights: (or resumed employment or servicei) subsequent to the Closing. This Section 7.3 shall operate exclusively for the benefit of the Parties and not for the benefit of in any other Person, including any current Company Employee or former Business Employees or the Continuing Employeesemployee, which Persons shall have no rights to enforce this Section 7.3 of this Agreement. Nothing in this Section 7.3 shall: (i) create any third party rights participant in any current Benefit Plan or former Business Employee employee benefit plan of Purchaser or Business Service Provider (including any of its affiliates, or any dependent or beneficiary or dependent thereof) , or (ii) be treated as an amendment of any Employee Benefit Plan or restrict the ability of the Parties or their Affiliates to amend, modify, discontinue or terminate any Employee Benefit Plan continued employment with Purchaser or any other employee benefit plan, practice of its affiliates or policy established to any particular term or maintained by the Parties or their Affiliatescondition of employment.

Employees; Employee Benefits. (a) As of the Closing Date, Buyer agrees to, or to cause one of its subsidiaries to, continue to employ as a successor employer all of the current employees of the Companies (including all such employees who have the rights of employment in accordance with the established practices or policies of the Companies on return from any vacation, leave or other authorized absence) (collectively, the “Transferred Employees”). Notwithstanding the foregoing, Buyer shall not be obligated to continue the employment of any Transferred Employee for any specific amount of time following the Closing Date other than as provided in an applicable employment agreement, if any. (b) For the 12one-month year period following commencing on the Closing Date (the “Continuation Benefits Maintenance Period”), the Buyer shall provideagrees to, or shall cause the Company to continue providingone of its subsidiaries to, to each individual who is a Business Employee as of the Closing (each, a “Continuing Employee”): (i) a base salary or hourly wage rateprovide each Transferred Employee with at least the same salary, wages and bonus opportunities, in the aggregate, as applicable, that is at least equal to the base salary or hourly wage rate were provided to such Continuing Transferred Employee by the Companies immediately prior to the ClosingClosing Date, and (ii) annual or other short-term cash bonus opportunities provide the Transferred Employees with employee benefits (including, for the avoidance of doubt, excluding equity retirement, welfare and equity based rightsfringe benefits) that are substantially comparable to those provided to such Continuing Employee immediately prior to Closing, and (iii) medical and defined contribution retirement benefits that are substantially comparableare, in the aggregate, at least equal in value to those the benefits provided to similarly situated employees of Buyer or its Affiliates. If Buyer terminates, or causes the Transferred Employees under the Company Plans immediately prior to terminate, any Continuing Employee in the 6-month period following the Closing Date (each, a “Terminated Employee”), Buyer or the Company, as the case may be, shall provide to such Terminated Employee the amount of severance, as determined by Buyer in good faith, to which such Terminated Employee would have been entitled under the Company’s existing severance plan in place as of the Closing Date. (bc) For To the extent that service is relevant for all purposes, including vestingeligibility to participate, vesting credit, eligibility to participate commence benefits, benefit accrual, early retirement subsidies, and level severance benefits, under a Buyer Plan maintained for the benefit of benefits (other than benefits under defined benefit pension plans) under the Employee Benefit Plans of Transferred Employees, Buyer or one of its Affiliates (subsidiaries shall, effective as applicable) providing benefits of the Closing, cause each Transferred Employee to Continuing Employees after the Closing in which such Continuing Employees are eligible to participate (the “New Plans”), each Continuing Employee in such plans shall be credited with his or her years of service under the applicable Benefit Plans for all service earned by such Transferred Employee with the Company and its predecessors Companies (including their predecessors) prior to the Closing, to the same extent as such Continuing Employee was entitled, before the Closing, to credit for such service under any similar Employee Benefit Plan in which such Continuing Employee participated or was eligible to participate immediately prior to on the Closing (such plans, collectively, the “Old Plans”)Date; provided, however, that the foregoing such service shall not apply be required to be recognized to the extent that its application such recognition would result in a duplication of benefits with respect to the same period of service. In addition, and without limiting the generality of the foregoing, Buyer shall undertake commercially reasonable efforts to provide that (i) each Continuing Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under any such New Plan replaces coverage under any Old Plan and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical, vision, disability, life insurance and/or other welfare benefits to any Continuing Employee (collectively, the “New Welfare Plans”), Buyer shall cause (A) all pre-existing conditions, exclusions or limitations, eligibility waiting periods and actively-at-work requirements of such New Welfare Plans to be waived for such Continuing Employee and his or her covered dependents (to the extent such conditions, exclusions, limitations, periods and requirements were waived or satisfied as of immediately prior to the Closing under comparable Old Plans), and (B) any eligible expenses incurred by each Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such Continuing Employee’s participation in the corresponding New Welfare Plan begins to be taken into account under such New Welfare Plan for purposes of satisfying all deductible, co-payment, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Welfare Planbenefits. (c) As of the Closing, Seller and its Affiliates (other than the Group Companies) shall assume and/or retain sponsorship of and be solely responsible for all Liabilities relating to or at any time arising under or in connection with or pursuant to any Employee Benefit Plan or other plan, program, arrangement, or agreement providing compensation or benefits to any current or former director, officer, employee or other service provider of Seller or its Affiliates. (d) Nothing contained in this Section 7.3 or elsewhere in this Agreement, express or implied, shall confer upon any current or former Business Employee or Business Service Provider any right to continued employment or service (or resumed employment or service) subsequent to the Closing. This Section 7.3 shall operate exclusively for the benefit of the Parties and not for the benefit of any other Person, including any current or former Business Employees or the Continuing Employees, which Persons shall have no rights to enforce this Section 7.3 of this Agreement. Nothing in this Section 7.3 shall: (i) create any third party rights in any current or former Business Employee or Business Service Provider (including any beneficiary or dependent thereof) or (ii) be treated as an amendment of any Employee Benefit Plan or restrict the ability of the Parties or their Affiliates to amend, modify, discontinue or terminate any Employee Benefit Plan or any other employee benefit plan, practice or policy established or maintained by the Parties or their Affiliates.

Employees; Employee Benefits. (a) For On and after the 12-month period following Closing, until at least the Closing Date (first anniversary of the “Continuation Period”)Closing, the Buyer shall provide, or shall cause the Company and its Subsidiaries to continue providingprovide the employees and former employees of the Company and its Subsidiaries with salaries and benefit plans, to each individual who is a Business Employee programs and arrangements no less favorable in the aggregate than those currently provided as of the Closing date hereof by the Company and its Subsidiaries (each, a “Continuing Employee”): (i) a base salary or hourly wage rate, as applicable, that is at least equal to the base salary or hourly wage rate provided to such Continuing Employee immediately prior to the Closing, (ii) annual or other short-term cash bonus opportunities (for the avoidance of doubt, excluding equity and any equity based rights) compensation that are substantially comparable to those provided to such Continuing Employee immediately prior to Closing, employees and (iii) medical and defined contribution retirement benefits that are substantially comparable, in the aggregate, to those provided to similarly situated former employees of Buyer or its Affiliates. If Buyer terminates, or causes the Company to terminate, any Continuing Employee in the 6-month period following the Closing Date (each, a “Terminated Employee”received), Buyer or the Company, as the case may be, shall provide to such Terminated Employee the amount of severance, as determined by Buyer in good faith, to which such Terminated Employee would have been entitled under the Company’s existing severance plan in place as of the Closing Date. (b) For all purposes, including vesting, eligibility to participate and level If any employee of benefits (other than benefits under defined benefit pension plans) under the Employee Benefit Plans of Buyer or its Affiliates (as applicable) providing benefits to Continuing Employees after the Closing in which such Continuing Employees are eligible to participate (the “New Plans”), each Continuing Employee in such plans shall be credited with his or her years of service with the Company and or any of its predecessors prior to the Closing, to the same extent as such Continuing Employee was entitled, before the Closing, to credit for such service under any similar Employee Benefit Plan Subsidiaries becomes a participant in which such Continuing Employee participated or was eligible to participate immediately prior to the Closing (such plans, collectively, the “Old Plans”); provided, however, that the foregoing shall not apply to the extent that its application would result in a duplication of benefits with respect to the same period of service. In addition, and without limiting the generality of the foregoing, Buyer shall undertake commercially reasonable efforts to provide that (i) each Continuing Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under any such New Plan replaces coverage under any Old Plan and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical, vision, disability, life insurance and/or other welfare benefits subject to any Continuing Employee (collectively, the “New Welfare Plans”), Buyer shall cause (A) all pre-existing conditions, exclusions or limitations, eligibility waiting periods and actively-at-work requirements of such New Welfare Plans to be waived for such Continuing Employee and his or her covered dependents (to the extent such conditions, exclusions, limitations, periods and requirements were waived or satisfied as of immediately prior to the Closing under comparable Old Plans), and (B) any eligible expenses incurred by each Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such Continuing Employee’s participation in the corresponding New Welfare Plan begins to be taken into account under such New Welfare Plan for purposes of satisfying all deductible, co-payment, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Welfare Plan. (c) As of the Closing, Seller and its Affiliates (other than the Group Companies) shall assume and/or retain sponsorship of and be solely responsible for all Liabilities relating to or at any time arising under or in connection with or pursuant to any Employee Benefit Plan or other plan, program, arrangement, or agreement providing compensation or benefits to any current or former director, officer, employee or other service provider of Seller or its Affiliates. (d) Nothing contained in this Section 7.3 or elsewhere in this Agreement, express or implied, shall confer upon any current or former Business Employee or Business Service Provider any right to continued employment or service (or resumed employment or service) subsequent to the Closing. This Section 7.3 shall operate exclusively for the benefit of the Parties and not for the benefit of any other Person, including any current or former Business Employees or the Continuing Employees, which Persons shall have no rights to enforce this Section 7.3 of this Agreement. Nothing in this Section 7.3 shall: (i) create any third party rights in any current or former Business Employee or Business Service Provider (including any beneficiary or dependent thereof) or (ii) be treated as an amendment of any Employee Benefit Plan or restrict the ability of the Parties or their Affiliates to amend, modify, discontinue or terminate any Employee Benefit Plan or any other employee benefit plan, practice or policy established of the Buyer or any of its affiliates, such employee shall be given credit under such plan for all service prior to the Closing Date with the Company and its Subsidiaries or any predecessor employer (to the extent such credit was given by the Company, such Subsidiary of the Company or such predecessor), for purposes of the corresponding plan in which such employee participated before the Closing Date for purposes of determining eligibility and vesting and for all other purposes for which such service is either taken into account or recognized; provided, however, such service need not be credited for purposes of benefit accrual nor to the extent it would result in a duplication of benefits. (c) In the event that any person who is an employee of the Company or any of its Subsidiaries immediately prior to the Closing (an "Affected Employee") is discharged by the Company or such Subsidiary on or after the Closing, then the Buyer shall be responsible for any and all severance costs for such Affected Employee, including, without limitation, payments owing under those agreements, plans or arrangements listed in Section 4.9(c) of the Seller Disclosure Schedule. (d) The Seller shall take all steps necessary and appropriate so that all options to purchase shares of the Seller's common stock (each, a "Seller Option") held by any Affected Employee immediately before the Closing become fully vested and nonforfeitable no later than the earlier of (i) the one-year anniversary of the Closing Date or (ii) the date such Affected Employee's employment with the Company or any of its Subsidiaries is terminated due to job elimination, and remain exercisable until December 31, 2001 unless such Seller Option expires sooner pursuant to its terms; provided, that a Seller Option shall be forfeited, except to the extent otherwise vested and nonforfeitable as of the date of the termination of employment of the Affected Employee who holds such Seller Option, if the employment of such Affected Employee by the Company and its Subsidiaries terminates before the first anniversary of the Closing for any reason other than as a result of a termination by the Company or a Subsidiary due to job elimination (all of the foregoing, the "Option Amendments"). (e) Before the Closing Date, the Seller shall take all steps necessary and appropriate to cause the Company's Job Discontinuance Severance Pay Plan to be amended to make clear that any compensation and benefits that become due to any individual thereunder shall be reduced (but not below zero) by any severance pay or benefits that such individual becomes entitled to receive pursuant to any individual employment, severance, retention or similar agreement or any other plan, program, policy, practice, agreement or arrangement providing severance pay and/or benefits, and to make clear that such plan, from and after its adoption, has superseded the Knowledge Adventure, Inc. Severance Plan in its entirety. (f) The Seller shall establish a bonus pool (the "Bonus Pool") incorporating the items and conditions set forth in Section 4.9(f) of the Seller Disclosure Schedule. There shall be established, and Cendant shall fund, the Incentive Bonus Plan providing for bonuses to employees of Blizzard Entertainment and Blizzard North Business Units pursuant to the agreement set forth in Section 4.9(f) of the Seller Disclosure Schedule (the "Blizzard Plan"), which shall be considered a part of the Bonus Pool. All payments made pursuant to the Blizzard Plan shall reduce the payments required to be made pursuant to the remainder of the Bonus Pool. The Seller shall contribute the amount that is due at Closing pursuant to the Bonus Pool to the Company before the Closing Date, and shall pay all additional amounts due thereafter pursuant to the Bonus Pool to the Buyer as and when such amounts become due, and the Buyer in turn shall pay or cause the Company to pay such amounts to employees when due. (g) Notwithstanding any other provision of this Agreement or of the Bonus Pool or Option Amendments, but subject to Section 4.8(q), the Seller shall remain fully responsible for, and shall indemnify the Buyer and the Company and its Subsidiaries and hold them harmless from and against, any and all liabilities under or arising in connection with (i) the Bonus Pool (including the Blizzard Plan), and (ii) any Plans that are not sponsored or maintained by the Parties Company or any of its Subsidiaries and any Affiliate Plans that are not Plans. The indemnity provided pursuant to this Section 4.9(g) shall be provided pursuant to Section 7.2 hereof, except that the limitations set forth in clauses (i), (ii) and (iv) of Section 7.2(b) shall not apply. (h) The parties agree to use their Affiliatesreasonable best efforts to cause Xxxxx Xxxxx to agree to either (i) the assignment of his employment agreement with Cendant dated March 24, 1997 (the "Cendant Employment Agreement") to the Company or (ii) the termination of the Cendant Employment Agreement without liability to Cendant other than for compensation and benefits accrued through the Closing. If Xx. Xxxxx (i) becomes an employee of the Company or any of its affiliates at any time during the one-year period immediately following the Closing, and (ii) becomes entitled to receive severance pay pursuant to the Cendant Employment Agreement, then the Buyer shall indemnify Cendant, and hold it harmless from and against all liabilities for such severance pay. In addition, the Buyer shall indemnify Cendant, and hold it harmless from and against all liabilities under the employment agreement among Xxxxxxxx X. Xxxxx, Cendant and Knowledge Adventure, Inc. dated December 20, 1996. The indemnities provided pursuant to this Section 4.9(h) shall be provided pursuant to Section 7.3 hereof, except that the limitations set forth in clauses (i) and (ii) of Section 7.3(b) shall not apply.

Employees; Employee Benefits. (a) For Prior to the 12Closing, Seller shall cause the Company to terminate the Company Employee Benefit Plans listed on Schedule 6.04(a). Prior to the Closing Date, all spot bonuses awarded or communicated to any individual shall be paid in cash in full. (b) From and after the Closing Date, Buyer shall or shall cause the Company to honor, pay, perform and satisfy any and all Liabilities and responsibilities to or in respect of all current and former employees, directors and consultants (including those individuals who are full-month period following time, part-time, temporary, on vacation or on a paid or unpaid leave of absence) (or any dependent or beneficiary thereof) of the Company and any Company Subsidiary (collectively, the “Company Employees”) arising under the terms of each Company Employee Benefit Plan, as in effect immediately prior to the Closing Date or subsequently amended, for as long as such Company Employee Benefit Plan is in effect, including with respect to any payments, benefits or rights arising as a result of the transactions contemplated by this Agreement (either alone or in combination with any other event). The foregoing shall not limit in any way the right of the Company to amend or terminate any Company Employee Benefit Plan at any time, subject to any limitations under such Company Employee Benefit Plan on the ability to effect an amendment or termination that adversely affects the participants thereunder. (c) During the period commencing on the Closing Date and ending on December 31, 2015 (the “Benefits Continuation Period”), Buyer shall provide, or shall cause the Company to continue providing, to each individual who is a Business Employee as of the Closing (each, a “Continuing Employee”): provide (i) a each Company Employee with his or her base salary or hourly wage raterate and annual target bonus opportunity amount (which may be payable in cash, equity or a combination thereof, as applicable, determined in the sole discretion of Buyer) that is at least equal to the base salary or hourly wage rate provided to amount of such Continuing compensation of such Company Employee immediately prior to the Closing, Closing Date and (ii) annual or other short-term cash bonus opportunities (for the avoidance of doubt, excluding equity and equity based rights) that are substantially comparable to those provided to such Continuing Employee immediately prior to Closing, and (iii) medical and defined contribution retirement benefits that are substantially comparable, not less favorable in the aggregate, to those aggregate than the aggregate benefits provided to similarly situated employees of at Buyer or its Affiliates. If Buyer terminates, or causes the Company to terminate, any Continuing Employee in the 6-month period following the Closing Date (each, a “Terminated Employee”), Buyer or the Company, as the case may be, shall provide to such Terminated Employee the amount of severance, as determined by Buyer in good faith, to which such Terminated Employee would have been entitled under the Company’s existing severance plan in place as of the Closing Date. (bd) For all purposes, including vesting, eligibility to participate From and level of benefits (other than benefits under defined benefit pension plans) under the Employee Benefit Plans of Buyer or its Affiliates (as applicable) providing benefits to Continuing Employees after the Closing Date, Buyer shall cause each Company Employee’s service prior to the Closing Date with the Company, any Company Subsidiary, or any predecessor thereof, to be treated as service with Buyer and its Affiliates for all purposes (including to determine eligibility to participate, level of benefits, accrual rate and vesting) under any employee benefit plans, programs or arrangements of Buyer and its Affiliates in which such Continuing Company Employees are may be eligible to participate from and after the Closing Date (the “New Plans”including, without limitation, with respect to any vacation, paid time off and severance benefits), each Continuing Employee in such plans shall be credited with his or her years of service with the Company and its predecessors prior to the Closing, to the same extent as such Continuing Employee was entitled, before the Closing, to credit for such service under any was recognized by Seller Parent and/or its Affiliates for the same or similar Employee Benefit Plan in which such Continuing Employee participated or was eligible to participate purpose immediately prior to the Closing (such plans, collectively, the “Old Plans”)Date; provided, however, that the foregoing shall such service need not apply be recognized to the extent that its application such recognition would result in a any duplication of benefits with respect to the same period of service. In addition, and without limiting the generality of the foregoing, Buyer shall undertake commercially reasonable efforts to provide that (i) each Continuing Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage or under any such New Employee Pension Benefit Plan replaces coverage under any Old Plan that is subject to Title IV of ERISA; and (ii) provided, however, that Buyer may choose, for purposes of each New Plan providing medicaldetermining an employee’s status as a full-time employee or eligibility for participation in a health plan during a stability period under Code Section 4980H, dental, pharmaceutical, vision, disability, life insurance and/or other welfare benefits to either continue to apply Seller Parent’s rules or to apply any reasonable transition method it determines. With respect to any Continuing Employee welfare benefit plans maintained by Buyer or its Affiliates for the benefit of Company Employees (collectively, and any dependents or beneficiaries thereof) from and after the “New Welfare Plans”)Closing Date, Buyer shall cause such plans to (Ai) all pre-existing conditions, exclusions or waive any preexisting condition limitations, eligibility waiting periods and exclusions, actively-at-work requirements, waiting periods, evidence of insurability requirements of such New Welfare Plans and other similar restrictions with respect to be waived for such Continuing Employee the Company Employees (or any dependents or beneficiaries thereof) and his (ii) recognize all co-payments, deductibles and other similar expenses incurred by the Company Employees (or her covered any dependents (or beneficiaries thereof) during the calendar year in which the Closing Date occurs, to the extent such conditions, exclusions, limitations, periods and requirements expenses were waived or satisfied as of recognized immediately prior to the Closing under comparable Old Plans)Date, and (B) any eligible expenses incurred by each Continuing Employee and his or her covered dependents during subject in the portion case of such plan that is provided through insurance, to the consent of the plan year of applicable insurance carrier, which the Old Plan ending on the date such Continuing Employee’s participation in the corresponding New Welfare Plan begins Company shall use its commercially reasonable efforts to be taken into account under such New Welfare Plan for purposes of satisfying all deductible, co-payment, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Welfare Planobtain. (ce) As The Parties acknowledge and agree that all provisions contained in this Section 6.04 are included for the sole benefit of the ClosingParties, Seller and its Affiliates (that nothing in this Agreement, whether express or implied, shall be treated as an amendment or other than the Group Companies) shall assume and/or retain sponsorship modification of and be solely responsible for all Liabilities relating to or at any time arising under or in connection with or pursuant to any Company Employee Benefit Plan or other benefit plan, program, agreement or other arrangement, or agreement providing compensation or benefits to shall create any current or former director, officer, employee third party beneficiary or other service provider of Seller or its Affiliates. right (di) Nothing contained in this Section 7.3 or elsewhere in this Agreement, express or implied, shall confer upon any current or former Business Employee or Business Service Provider any right to continued employment or service (or resumed employment or service) subsequent to the Closing. This Section 7.3 shall operate exclusively for the benefit of the Parties and not for the benefit of any other Person, including any current Company Employee or former Business Employees or the Continuing Employees, which Persons shall have no rights to enforce this Section 7.3 of this Agreement. Nothing in this Section 7.3 shall: (i) create any third party rights participant in any current Company Employee Benefit Plan or former Business Employee other benefit plan, agreement or Business Service Provider other arrangement (including or any dependent or beneficiary or dependent thereof) ), or (ii) be treated as an amendment of any Employee Benefit Plan or restrict to continued employment with Buyer, the ability of the Parties or their Affiliates to amend, modify, discontinue or terminate any Employee Benefit Plan Company or any other employee benefit plan, practice or policy established or maintained by the Parties or of their respective Affiliates.

Employees; Employee Benefits. (a) For the 12-six month period following the Closing Date (Closing, the “Continuation Period”), Buyer shall provide, or Company shall cause the each Acquired Company to continue providing, to provide each individual who is a Business Employee as of the Closing (each, a “Continuing Employee”): (i) a base salary or hourly wage rate, as applicable, that is at least equal to the base salary or hourly wage rate provided to actively employed by such Continuing Employee immediately prior to the Closing, (ii) annual or other short-term cash bonus opportunities (for the avoidance of doubt, excluding equity and equity based rights) that are substantially comparable to those provided to such Continuing Employee immediately prior to Closing, and (iii) medical and defined contribution retirement benefits that are substantially comparable, in the aggregate, to those provided to similarly situated employees of Buyer or its Affiliates. If Buyer terminates, or causes the Acquired Company to terminate, any Continuing Employee in the 6-month period following on the Closing Date (each, a “Terminated an "Employee”)") with salary, Buyer or bonuses and benefits that are substantially comparable in the Company, as the case may be, shall provide to such Terminated Employee the amount of severance, as determined by Buyer in good faith, to which such Terminated Employee would have been entitled under the Company’s existing severance plan in place as of the Closing Date. (b) For all purposes, including vesting, eligibility to participate and level of benefits (other than benefits under defined benefit pension plans) under the Employee Benefit Plans of Buyer or its Affiliates (as applicable) providing benefits to Continuing Employees after the Closing in which such Continuing Employees are eligible to participate (the “New Plans”), each Continuing Employee in such plans shall be credited with his or her years of service with the Company and its predecessors prior aggregate to the Closingsalary, bonuses and benefits provided to the same extent as each such Continuing Employee was entitled, before the Closing, to credit for such service under any similar Employee Benefit Plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Closing (such plans, collectively, the “Old Plans”); provided, however, that the foregoing shall not apply to the extent that its application would result in a duplication of benefits excluding special retention and other similar bonuses paid or payable with respect to the same year 1998 or in connection with the transactions contemplated hereby), provided that no Person, in providing such substantially comparable salary, bonuses and benefits, shall be required to continue to employ any such Employee during such six-month period of serviceor to provide or maintain any particular plan or benefit which was provided to or maintained for Employees prior to the Closing. In additionThe Acquired Companies shall treat all pre-Closing service completed by an Employee with any Acquired Company or any Affiliate thereof, and without limiting any predecessor thereto, the generality same as post-Closing service completed with such Acquired Company for vesting and eligibility purposes, including waiting periods relating to preexisting conditions under medical plans, vacations, severance pay, early retirement or any subsidized benefit provided for under any employee benefit plan (including, but not limited to, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained by the Company on or after the Closing Date. Prior to the Closing, the Existing Stockholder shall furnish the Purchaser with a list of the foregoinglength of 58 63 service with each Acquired Company or its Affiliates for each of the Employees. For purposes of computing deductible amounts (or like adjustments or limitations on coverage) under any employee welfare benefit plan (including, Buyer without limitation, any "employee welfare benefit plan" as defined in Section 3(1) of ERISA), expenses and claims previously recognized for similar purposes under the applicable welfare benefit plan of any Acquired Company or any Affiliate shall undertake commercially reasonable efforts be credited or recognized under the comparable plan maintained after the Closing Date by the Acquired Companies. (b) After the Closing Date, the Company shall be responsible for, and shall indemnify and hold harmless Parent, the Existing Stockholder and their Affiliates and their officers, directors, employees, Affiliates and agents and the fiduciaries (including plan administrators) of the Plans, from and against, any and all claims, losses, damages, costs and expenses (including, without limitation, attorneys' fees and expenses) and other liabilities and obligations relating to provide that or arising out of (i) each Continuing Employee shall be immediately eligible all salaries, bonuses, commissions, vacation entitlements and other benefits accrued but unpaid as of the Closing and taken into account in determining the Net Working Capital Amount, (ii) the employee benefit liabilities assumed by the Company under this Agreement, and (iii) any claims of, or damages or penalties sought by, any Employee, or any governmental entity on behalf of or concerning any Employee, with respect to participate, without any waiting time, in act or failure to act by the Company or any and all New Plans Acquired Company after the Closing Date to the extent coverage arising from the employment, discharge, layoff or termination of any Employee. The foregoing notwithstanding, nothing in this Section 8.4(b) shall be deemed to limit the responsibility of the Existing Stockholder or the Parent for the representations and warranties of the Existing Stockholder set forth in Article V hereof or the indemnification of the Purchaser Parties with respect thereto in accordance with Section 8.2 hereof. (c) The Company shall, for a period of six months following the Closing Date, operate the Acquired Companies in compliance with the Worker Adjustment Retraining and Notification Act, 29 U.S.C. Section 2101 et. seq. (the "WARN Act") and any other applicable similar state or local law concerning plant closings. In the event the Company's actions should trigger any notice requirement under the WARN Act or any other applicable similar state or local law concerning plant closings during the 90 days following the Closing Date, the Company shall be solely responsible for providing appropriate notice under such New Plan replaces coverage under plant closing law. The Company shall indemnify the Parent and the Existing Stockholder for any Old Plan claims, losses, damages, costs or expenses arising out of the Company's failure to provide proper notice pursuant to the WARN Act or other law regarding plant closings or otherwise comply with the WARN Act or such other laws regarding plant closings. (d) During the period commencing on the Closing Date and (ii) ending on the date the Acquired Companies reasonably can arrange for purposes of each New Plan providing medicalhealth, dental, pharmaceutical, vision, short-term disability, life long-term disability, life, accidental death and dismemberment and business travel accident insurance and/or other welfare benefits to any Continuing Employee (collectively, independent of the “New Welfare Plans”), Buyer shall cause (A) all pre-existing conditions, exclusions or limitations, eligibility waiting periods and actively-at-work requirements of such New Welfare Plans to be waived for such Continuing Employee and his or her covered dependents (insurance provided to the extent such conditionsemployees of the Acquired Companies under the MedPartners, exclusions, limitations, periods Inc. Health and requirements were waived or satisfied as of Welfare Benefits Plan (the "Parent Health Plan") immediately prior to the Closing under comparable Old PlansDate (but in no event later than September 30, 1999) (the "Welfare Benefit Transition Period"), the Parent shall permit the employees of the Acquired Companies (and their covered dependents), including those employees (Band their covered dependents) any who become eligible expenses incurred by each Continuing Employee and his or her covered dependents for such insurance during the portion of the plan year of the Old Plan ending on the date such Continuing Employee’s participation Welfare Benefit Transition Period, to participate in the corresponding New Welfare Plan begins to be taken into account under such New Welfare Plan for purposes of satisfying all deductiblehealth, co-payment, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Welfare Plan. (c) As of the Closing, Seller and its Affiliates (other than the Group Companies) shall assume and/or retain sponsorship of and be solely responsible for all Liabilities relating to or at any time arising under or in connection with or pursuant to any Employee Benefit Plan or other plan, program, arrangement, or agreement providing compensation or benefits to any current or former director, officer, employee or other service provider of Seller or its Affiliates. (d) Nothing contained in this Section 7.3 or elsewhere in this Agreement, express or implied, shall confer upon any current or former Business Employee or Business Service Provider any right to continued employment or service (or resumed employment or service) subsequent to the Closing. This Section 7.3 shall operate exclusively for the benefit of the Parties and not for the benefit of any other Person, including any current or former Business Employees or the Continuing Employees, which Persons shall have no rights to enforce this Section 7.3 of this Agreement. Nothing in this Section 7.3 shall: (i) create any third party rights in any current or former Business Employee or Business Service Provider (including any beneficiary or dependent thereof) or (ii) be treated as an amendment of any Employee Benefit Plan or restrict the ability of the Parties or their Affiliates to amend, modify, discontinue or terminate any Employee Benefit Plan or any other employee benefit plan, practice or policy established or maintained by the Parties or their Affiliates.dental,

Employees; Employee Benefits. (a) For the 12-month a period of twelve months following the Closing Date (the “Continuation Period”)Date, Buyer shall provide, or shall cause the Company to continue providingbe provided, to each individual Company Employee who is employed by a Business Company Entity immediately prior to the Closing and who remains a Company Employee as of immediately following the Closing (each, each a “Continuing Employee”): ), except in the case of employees of Bxxxxxxx Holdings, LLC or its Subsidiaries that are Company Entities, (i) a annual base salary or base hourly wage ratewages, as applicableshort-term incentive compensation opportunities and long-term incentive compensation opportunities, in each case, that is at least equal to are no less favorable than the annual base salary or base hourly wage rate wages, short-term incentive compensation opportunities and long-term incentive compensation opportunities provided to such Continuing Employee immediately prior to the Closing, (ii) annual or other short-term cash bonus opportunities (for the avoidance of doubt, excluding equity and equity based rights) employee benefits that are substantially comparable to those no less favorable in the aggregate than the employee benefits provided to such Continuing Employee immediately prior to Closingthe Closing (excluding severance, defined benefit pension benefits, retiree welfare benefits, nonqualified deferred compensation benefits and change in control benefits), and (iii) medical and defined contribution retirement severance benefits that are substantially comparable, in no less favorable than the aggregate, to those severance benefits provided to similarly situated employees such Continuing Employee immediately prior to the Closing. For purposes of eligibility, vesting, vacation entitlement, and severance (but not benefit accrual or level of benefits under defined benefit plans or with respect to any retiree medical benefits) under the employee benefit plans of Buyer or its Affiliates. If which provide benefits to Continuing Employees (the “Buyer terminates, or causes the Company to terminate, any Continuing Employee in the 6-month period following the Closing Date (each, a “Terminated EmployeePlans”), Buyer or the Company, as the case may be, shall provide to such Terminated Employee the amount of severance, as determined by Buyer in good faith, to which such Terminated Employee would have been entitled under the Company’s existing severance plan in place as of the Closing Date. (b) For all purposes, including vesting, eligibility to participate and level of benefits (other than benefits under defined benefit pension plans) under the Employee Benefit Plans of Buyer or its Affiliates (as applicable) providing benefits to Continuing Employees after the Closing in which such Continuing Employees are eligible to participate (the “New Plans”), credit each Continuing Employee in such plans shall be credited with his or her years of service with the Company Entities and its predecessors prior to the Closingany predecessor entities, to the same extent as such Continuing Employee was entitled, before entitled immediately prior to the Closing, Closing to credit for such service under any similar Employee Benefit Plan in which Plan; provided that such recognition of service shall not (i) operate to duplicate any benefits of a Continuing Employee participated or was eligible to participate immediately prior to the Closing (such plans, collectively, the “Old Plans”); provided, however, that the foregoing shall not apply to the extent that its application would result in a duplication of benefits with respect to the same period of serviceservice or (ii) apply to any Buyer Plan that is grandfathered or frozen, either with respect to level of benefits or participation. In addition, and without limiting the generality of Notwithstanding the foregoing, this Section 7.14(a) shall not apply to Continuing Employees who are covered by a collective bargaining agreement. (b) Buyer shall undertake use commercially reasonable efforts to provide that (i) each Continuing Employee shall cause to be immediately eligible to participatewaived under any applicable Buyer Plan any pre-existing condition limitations, without any actively-at-work requirements, exclusions and waiting time, in any and all New Plans periods to the extent coverage under any waived or not applicable under, or previously satisfied by such New Plan replaces coverage under any Old Continuing Employee under, the relevant Employee Benefit Plan and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical, vision, disability, life insurance and/or other welfare benefits to any cause the Continuing Employee (collectively, the “New Welfare Plans”), Buyer shall cause (A) all pre-existing conditions, exclusions or limitations, eligibility waiting periods and actively-at-work requirements of such New Welfare Plans Employees to be waived given credit under the applicable Buyer Plan for such Continuing Employee and his or her covered dependents (to the extent such conditions, exclusions, limitations, periods and requirements were waived or satisfied as of immediately prior to the Closing under comparable Old Plans), and (B) any eligible expenses incurred by each Continuing Employee and his or her covered dependents amounts paid during the portion of the plan year of the Old Plan ending on the date in which such Continuing Employee’s Employees commence participation in the corresponding New Welfare Plan begins to be taken into account under such New Welfare Buyer Plan for purposes of satisfying all deductibleapplying deductibles, co-paymentpayments, coinsurance co-insurance and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Welfare Planmaximums. (c) As To the extent any payments made with respect to, or which arise as a result of, the execution and delivery of this Agreement or the transactions contemplated hereby could be characterized as an “excess parachute payment” within the meaning of Section 280G(b)(1) of the Code, Sellers shall (i) as promptly as practicable following the date of this Agreement, disclose their calculations with respect to all potential parachute payments to Buyer, along with the assumptions used to make the calculations, (ii) prior to the Closing seek a waiver from each “disqualified individual” of any such parachute payments that would otherwise be due and owing such that any remaining payments shall not be deemed “parachute payments” (such waived payments, the “Waived 280G Payments”) and (iii) prior to the Closing, Seller cause all Waived 280G Payments to be disclosed to, and its Affiliates solicit the vote (whether of approval or disapproval) of the equityholders of the Sellers in a manner intended to comply with the requirements of the Code and the applicable Treasury Regulations. Buyer shall have the right to review and comment on any waiver document required by clause (ii) before such waiver document is provided to the recipient and any disclosure and vote materials required by clause (iii) before such disclosure is made. Sellers shall provide Buyer with no less than ten Business Days to review and comment on any such materials and documents, and shall reasonably consider modifications in response to comments from Buyer. Sellers shall not pay or cause to be paid any Waived 280G Payments to the extent that it is unable to obtain the equityholder approval described in clause (iii). (d) The provisions contained in this Section 7.14 shall not (i) be treated as an amendment or other than the Group Companies) shall assume and/or retain sponsorship modification of and be solely responsible for all Liabilities relating to or at any time arising under or in connection with or pursuant to any Employee Benefit Plan or other employee benefit plan, program, agreement or other arrangement, (ii) limit the right of Buyer to terminate any employee at any time and for any reason or agreement providing compensation or benefits to any current or former director, officer, employee or other service provider of Seller or its Affiliates. (d) Nothing contained in this Section 7.3 or elsewhere in this Agreement, express or implied, shall confer upon any current or former Business Employee or Business Service Provider any right to continued employment or service (or resumed employment or service) subsequent to the Closing. This Section 7.3 shall operate exclusively for the benefit of the Parties and not for the benefit of any other Person, including any current or former Business Employees or the Continuing Employees, which Persons shall have no rights to enforce this Section 7.3 of this Agreement. Nothing in this Section 7.3 shall: (iiii) create any third party rights rights, benefits or remedies of any nature whatsoever in any current Company Employee (or former Business Employee any beneficiaries or Business Service Provider (including any beneficiary or dependent dependents thereof) or (ii) be treated as an amendment of any Employee Benefit Plan or restrict the ability of the Parties or their Affiliates to amend, modify, discontinue or terminate any Employee Benefit Plan or any other employee benefit plan, practice or policy established or maintained by the Parties or their AffiliatesPerson that is not a party to this Agreement.

Employees; Employee Benefits. (a) For the 12-month period following the Closing Date (the “Continuation Period”), Buyer shall provide, or shall cause the Company to continue providing, to each individual who is a Business Employee Effective as of the Closing (each, a “Continuing Employee”): (i) a base salary or hourly wage rate, as applicable, that is at least equal to the base salary or hourly wage rate provided to such Continuing Employee immediately prior to the Closing, (ii) annual or other short-term cash bonus opportunities (for the avoidance of doubt, excluding equity and equity based rights) that are substantially comparable Newco shall offer to those provided to such Continuing Employee immediately prior to Closing, and (iii) medical and defined contribution retirement benefits that are substantially comparableemploy, in the aggregatecomparable positions, to those provided to similarly situated all employees of Buyer or its Affiliates. If Buyer terminates, or causes the Company to terminate, any Continuing Employee in the 6-month period following the Closing Date (each, a “Terminated Employee”), Buyer or the Company, as the case may be, shall provide to such Terminated Employee the amount of severance, as determined by Buyer in good faith, to which such Terminated Employee would have been entitled under the Company’s existing severance plan in place as of the Closing Date. (b) For all purposes, including vesting, eligibility to participate and level of benefits (other than benefits under defined benefit pension plans) under the Employee Benefit Plans of Buyer or its Affiliates (as applicable) providing benefits to Continuing Employees after the Closing in which such Continuing Employees Business who are eligible to participate (the “New Plans”), each Continuing Employee in such plans shall be credited with his or her years of service with the Company and its predecessors prior to the Closing, to the same extent as such Continuing Employee was entitled, before the Closing, to credit for such service under any similar Employee Benefit Plan in which such Continuing Employee participated or was eligible to participate active employees immediately prior to the Closing and any employee who is, on such date, on disability or medical leave or on an approved leave of absence upon such employee's return (the "Affected Employees"). On and after the Closing, until at least the first anniversary of the Closing, Newco or its Affiliates shall provide Affected Employees who accept an offer of employment by Newco or its Affiliates with salaries, incentive opportunities and benefit plans, programs and arrangements comparable in the aggregate to those currently provided by Parent and CMS as of the date hereof. (1) From the Closing until December 31, 2001 (the "Benefits Transition Period"), Parent will continue to (i) provide to the Affected Employees (and any new employees hired by Newco following the Closing who becomes eligible to participate in such plans prior to December 31, 2001) and their dependents coverage under Parent's medical and health insurance, dental insurance, vision benefits, flexible spending accounts, life insurance and disability insurance, including all supplemental and optional coverages and (ii) allow the Affected Employees to participate in Parent's tax-qualified defined contribution plan (the "Parent 401(k) Plan"), in any case, only to the same extent such Affected Employees and their dependents currently participate under such benefit plans as currently constituted (such plans, collectivelybenefits, the “Old Plans”"Extended Benefits"); provided. In addition, howeverduring the Benefits Transition Period, that Parent will provide administrative support and assistance for the foregoing shall not apply to the extent that its application would result in a duplication of benefits Affected Employees with respect to the same period of serviceExtended Benefits substantially comparable to the support and assistance Parent provides to its own employees. In addition, and without limiting the generality Newco will make payroll deductions on behalf of the foregoingAffected Employees in respect of the "employee-portion" of any premiums applicable to the Extended Benefits or employee deferral contributions under the Parent 401(k) Plan, Buyer shall undertake commercially reasonable efforts provided that such amounts will be promptly remitted to provide that Parent in partial satisfaction of Newco's obligation to Parent under Section 5.7(e) below. (i2) each Continuing If any Affected Employee becomes a participant in any employee benefit plan, practice or policy of Newco or any of its Affiliates (a "Newco Plan"), such Affected Employee shall be immediately eligible to participate, without any waiting time, in any and given credit under such Newco Plan for all New Plans service prior to the extent coverage under Closing Date with Cendant or any such New Plan replaces coverage under of their subsidiaries or any Old Plan and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical, vision, disability, life insurance and/or other welfare benefits to any Continuing Employee (collectively, the “New Welfare Plans”), Buyer shall cause (A) all pre-existing conditions, exclusions or limitations, eligibility waiting periods and actively-at-work requirements of such New Welfare Plans to be waived for such Continuing Employee and his or her covered dependents predecessor employer (to the extent such conditions, exclusions, limitations, periods credit was given by Cendant or any of their subsidiaries or any predecessor employer) for purposes of determining eligibility and requirements were waived or satisfied as of immediately prior to the Closing under comparable Old Plans), and (B) any eligible expenses incurred by each Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such Continuing Employee’s participation in the corresponding New Welfare Plan begins to be taken into account under such New Welfare Plan vesting rights. Such service also shall apply for purposes of satisfying all deductibleany waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations. Affected Employees shall be given credit for amounts paid under any medical or dental plan of Cendant during the same period for purposes of applying deductibles, co-payment, coinsurance payments and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year maximums as if though such amounts had been paid in accordance with such New Welfare the terms and conditions of the analogous Newco Plan. (c3) As Newco shall be responsible for providing severance pay to any Affected Employee who is terminated by Newco or its Affiliates during the period beginning on the Closing Date and ending one year following the Closing Date, in accordance with the policies and procedures of Cendant in effect on the Closing Date. Newco shall be responsible and assume all liability for all notices or payments due to any Affected Employees subsequent to the Closing, and all notices, payments, fines or assessments due to any government authority, pursuant to any applicable foreign, federal, state or local Law, common law, statute, with respect to the employment, discharge, constructive discharge or layoff of Affected Employees after the Closing, including but not limited to the Worker Adjustment and Retraining Notification Act and COBRA and any rules or regulations as have been issued in connection with the foregoing. (4) From and after the Closing, Newco shall be responsible for, and shall defend, indemnify and hold harmless each of Parent and CMS and their respective directors, employees, Affiliates, agents and fiduciaries (including plan administrators) of any of Cendant's employee benefit plans, programs, policies and arrangements, including but not limited to "employee benefit plans" within the meaning of Section 3(3) of ERISA and any stock or cash-based incentives, from and against any and all claims, losses, damages, costs and expenses (including, without limitation, attorneys' fees and expenses) and other liabilities and obligations relating to or arising out of (i) all salaries, wages, commissions, employee incentive or other compensation, severance, holiday, vacation, health, dental or retirement benefits accrued but unpaid as of the Closing and post-Closing bonuses due to any Affected Employee, (ii) with respect of each specific type of coverage described under Section 5.7(b)(i), the greater of (x) the per-employee estimated and budgeted premium or premium-equivalent cost applicable to all Parent employees covered under such type of coverage and (y) if such benefits are "self-insured" by Parent, the actual costs realized by Parent in respect of each Affected Employee under such type of coverage, after giving effect to Parent's actual losses by virtue of it acting as a "self-insurer," in either case multiplied by 102% to reflect administration and overhead expenses, (iii) all contributions with respect to the Affected Employees to be made to the Parent 401(k) Plan in respect of the Benefits Transition Period, (iv) the liabilities assumed by Newco under this Section 5.7 or any failure by Newco to comply with the provisions of this Section 5.7, and (v) any claims of, or damages or penalties sought by, any Affected Employee, or any Governmental Entity on behalf of or concerning any Affected Employee, with respect to any act or failure to act by Newco or to the extent arising from the employment, discharge, constructive discharge, layoff or termination of any Affected Employee on or after the Closing. (5) Following the Closing, Newco agrees to cooperate with each of Parent and CMS in order to assist Parent and CMS in communicating with Affected Employees or former Affected Employees of the Business holding Parent Options, as required by applicable Law or for administrative purposes in connection with the Parent Options. (6) Effective as of the Closing, Seller Cendant shall cause (i) all vested Parent Options held by Affected Employees to remain outstanding for three years following the Closing, (ii) all unvested Parent Options with an exercise price at or above the per share closing price of the Parent Shares on the NYSE as of the Closing that are held by Affected Employees who accept offers of employment with Newco effective as of the Closing to become fully vested and its Affiliates remain outstanding for three years following the Closing and (other than iii) all unvested Parent Options with an exercise price below the Group Companies) shall assume and/or retain sponsorship per share closing price of and Parent Shares on the NYSE as of the Closing that are held by Affected Employees who accept offers of employment with Newco effective as of the Closing to terminate as of the Closing Date in accordance with the terms of the applicable plan; PROVIDED, HOWEVER, that the foregoing will be solely responsible for all Liabilities relating subject to or at each Affected Employee providing a written consent and, if applicable, providing a waiver of any time arising under or in connection with or pursuant to any Employee Benefit Plan or other plan, program, arrangement, or agreement providing compensation or benefits to any current or former director, officer, employee or other service provider "Subsidiary Change of Seller or its AffiliatesControl" rights that may be applicable as a result of the consummation of the transactions contemplated hereby. (d7) Nothing contained As soon as practicable, and in this Section 7.3 or elsewhere in this Agreementany event within sixty days, express or impliedafter the Closing Date, Newco shall confer upon any current or former Business Employee or Business Service Provider any right to continued employment or service (or resumed employment or service) subsequent to the Closing. This Section 7.3 shall operate exclusively for the benefit of the Parties and not for the benefit of any other Person, including any current or former Business Employees or the Continuing Employees, which Persons shall have no rights to enforce this Section 7.3 of this Agreement. Nothing in this Section 7.3 shall: (i) create any third party rights grant shares of restricted Parent Shares to those individuals and in any current or former Business Employee or Business Service Provider (including any beneficiary or dependent thereofthe amounts set forth in Section 5.7(h) or (ii) be treated as an amendment of any Employee Benefit Plan or restrict the ability of the Parties or their Affiliates Cendant Disclosure Schedule, subject to amend, modify, discontinue or terminate any Employee Benefit Plan or any other employee benefit plan, practice or policy established or maintained by such terms and conditions as are set forth in the Parties or their Affiliates.agreements evidencing such grants and

Employees; Employee Benefits. (a) From and after the Closing Date, Parent shall honor, pay, perform and satisfy any and all Liabilities, obligations and responsibilities to or in respect of all current and former employees and Non-ECP Members (including those individuals who are full-time, part-time, temporary, on vacation or on a paid or unpaid leave of absence) (or any dependent or beneficiary thereof) of the Company and any Company Subsidiary (collectively, the “Company Employees”) arising under the terms of each Company Employee Benefit Plan (other than any Company Employee Benefit Plan providing equity compensation or any plan required to be terminated under the first sentence of Section 7.04(e)), as in effect immediately prior to the Closing Date, for as long as such Company Employee Benefit Plan is in effect, including with respect to any payments, benefits or rights arising as a result of the transactions contemplated by this Agreement (either alone or in combination with any other event). For purposes of this Agreement, the term “employ”, “employment” and similar variations thereof (including references to the termination thereof) shall be deemed to refer to the service relationship between the Non-ECP Members and the Company or any Company Subsidiary, regardless of whether any such Non-ECP Member is considered an employee for tax purposes. (b) During the period commencing on the Closing Date and ending on a date not less than twelve (12-month period ) months following the Closing Date (the “Benefits Continuation Period”), Buyer subject to Section 7.04(e), Parent shall provide, or shall cause the provide each Company to continue providing, to each individual who is a Business Employee as of the Closing with cash compensation (each, a “Continuing Employee”): (i) a base salary or hourly wage rate, as applicable, rate and annual target bonus) that is at least equal to the base salary or hourly wage rate provided to such Continuing cash compensation of such Company Employee immediately prior to the Closing, (ii) annual or other short-term cash bonus opportunities (for the avoidance of doubt, excluding equity Closing Date and equity based rights) that are substantially comparable to those provided to such Continuing Employee immediately prior to Closing, and (iii) medical and defined contribution retirement benefits that are substantially comparable, not less favorable in the aggregate, to those aggregate than the aggregate benefits provided to similarly situated employees at the Parent as of Buyer the Closing Date. Notwithstanding anything herein to the contrary, Parent shall continue to maintain for the benefit of the Company Employees (and any dependents or beneficiaries thereof), and shall cause the Company Employees (and any dependents or beneficiaries thereof) to remain eligible to participate in, each Company Employee Benefit Plan that is a welfare benefit plan from the Closing Date through the end of the plan year of the corresponding welfare benefit plan maintained by Parent or its subsidiaries to the extent the Company Employees continue to satisfy the eligibility provisions of the applicable Company Employee Benefit Plan as in effect on the date of this Agreement. (c) Except with respect to any Company Employee who is subject to an Executive Agreement that provides a severance benefit equal to at least six (6) months of base salary in the event of a termination of employment without Cause, during the period commencing on the Closing Date and ending on a date not less than twelve (12) months following the Closing Date, if Parent or its Affiliates terminates the employment of a Company Employee (other than for Cause), Parent shall maintain a severance program providing an aggregate benefit (taking into consideration all other severance arrangements, including under the Executive Agreements) at least equal to six (6) months of base salary (payable in a form to be determined by the Company) to any Company Employee whose employment is involuntarily terminated by Parent or its Affiliates without Cause, subject to such Company Employee’s execution of a valid release of claims in favor of the Company, Parent and their Affiliates. If Buyer terminates. (d) From and after the Closing Date, Parent shall cause each Company Employee’s service prior to the Closing Date with the Company, any Company Subsidiary, or causes the any predecessor thereof, to be treated as service with Parent and its Subsidiaries for all purposes (including to determine eligibility to participate, level of benefits, and vesting) under any employee benefit plans, programs or arrangements of Parent and its subsidiaries in which Company Employees may be eligible to terminate, any Continuing Employee in the 6-month period following participate from and after the Closing Date (eachincluding with respect to any vacation, a “Terminated Employee”paid time-off and severance benefits), Buyer to the same extent such service was recognized under the Company Employee Benefit Plans immediately prior to the Closing Date; provided, however, that such service need not be recognized to the extent that such recognition would result in any duplication of benefits (e.g., under an incentive compensation plan). With respect to any welfare benefit plans maintained by Parent or its subsidiaries for the benefit of Company Employees (and any dependents or beneficiaries thereof) from and after the Closing Date, Parent shall cause such plans to (i) waive any preexisting condition limitations and exclusions to the extent such restrictions were waived immediately prior to the Closing Date, (ii) recognize service with the Company or the CompanyCompany Subsidiaries for purposes of any actively-at-work requirements, as waiting periods and other similar restrictions with respect to the case may beCompany Employees (or any dependents or beneficiaries thereof) and (iii) recognize all co-payments, shall provide to such Terminated Employee deductibles and other similar expenses incurred by the amount of severance, as determined by Buyer Company Employees (or any dependents or beneficiaries thereof) during the calendar year in good faithwhich the Closing Date occurs, to which the extent such Terminated Employee would have been entitled under the Company’s existing severance plan in place as of expenses were recognized immediately prior to the Closing Date. (be) For Effective as of the Closing, the Company shall terminate and satisfy all purposes, including vesting, eligibility to participate and level of benefits (other than benefits liabilities under defined benefit pension plans) under the all Company Employee Benefit Plans of Buyer that are annual or its Affiliates (as applicable) providing benefits to Continuing Employees after the Closing in which such Continuing Employees are eligible to participate (the “New Plans”), each Continuing Employee in such plans shall be credited with his or her years of service with the Company and its predecessors prior to the Closing, to the same extent as such Continuing Employee was entitled, before the Closing, to credit for such service under any similar Employee Benefit Plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Closing (such other cash incentive compensation plans, collectively, the “Old Plans”); provided, however, that the foregoing Parties acknowledge and agree that nothing in this Section 7.04(e) shall not apply affect the obligations of the Company, any Company Subsidiary or Parent pursuant to Section 7.04(f) or under any Executive Agreement (including, for the avoidance of doubt, any obligation to provide an annual cash bonus target) or the obligations of the Company, any Company Subsidiary or Parent to pay the Prorated Company 2010 Bonuses and Prorated Parent 2010 Bonuses in accordance with the remainder of this Section 7.04(e), in each case other than any obligation to continue any plan required to be terminated pursuant to this sentence. The Company shall pay or cause to be paid to each Company Employee set forth on Annex B, subject to such Company Employee’s continued employment with the Company or a Company Subsidiary through the Closing, a bonus in the amount set forth on Annex B opposite such Company Employee’s name, multiplied by a fraction (x) the numerator of which is equal to the extent that its application would result number of days elapsed from January 1, 2010 through the Closing Date during which the Company Employee is employed by the Company or a Company Subsidiary, and (y) the denominator of which is 365 (a “Prorated Company 2010 Bonus”). Each such Prorated Company 2010 Bonus shall be paid in a duplication of benefits with respect to single lump sum cash payment at the same period of serviceClosing. In additionFor 2010, and without limiting the generality of the foregoing, Buyer Parent shall undertake commercially reasonable efforts to provide that (i) each Continuing Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under any such New Plan replaces coverage under any Old Plan and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical, vision, disability, life insurance and/or other welfare benefits to any Continuing Employee (collectively, the “New Welfare Plans”), Buyer shall pay or cause (A) all pre-existing conditions, exclusions or limitations, eligibility waiting periods and actively-at-work requirements of such New Welfare Plans to be waived for paid to each Company Employee set forth on Annex B, subject to such Continuing Employee and his Company Employee’s continued employment with Parent or her covered dependents any of its subsidiaries (including the Company) through December 31, 2010, a bonus in an amount determined under Parent’s 2010 bonus plan applicable to the extent similarly-situated employees (but with a target bonus amount at least equal to such conditions, exclusions, limitations, periods and requirements were waived or satisfied as of Company Employee’s target bonus amount in effect immediately prior to the Closing Date under comparable Old Plans), and (B) any eligible expenses incurred by each Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such Continuing Employee’s participation in the corresponding New Welfare Plan begins to be taken into account under such New Welfare Plan for purposes of satisfying all deductible, co-payment, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year Company Employee Benefit Plan (including as if such amounts had been paid specified in accordance any Executive Agreement)) and with such New Welfare Plan. (c) As no requirement that the Company Employee be employed by Parent or any of the Closing, Seller and its Affiliates subsidiaries (other than the Group CompaniesCompany or the Company Subsidiaries) shall assume and/or retain sponsorship of and be solely responsible for all Liabilities relating to or at any time arising prior to the Closing Date), multiplied by a fraction (x) the numerator of which is equal to the number of days elapsed from the day immediately following the Closing Date through December 31, 2010, and (y) the denominator of which is 365 (a “Prorated Parent 2010 Bonus”). Any Company Employee set forth on Annex B whose employment is involuntarily terminated without Cause, or resigns for Good Reason (whether or not the Company Employee is listed on Schedule 7.04(e)), during the period beginning on the Closing Date and ending on December 31, 2010 shall be eligible to receive a Prorated Parent 2010 Bonus in the same amount as if such Company Employee had remained employed through December 31, 2010. Subject to Section 7.04(g), Parent shall pay (or cause to be paid) each such Prorated Parent 2010 Bonus in a lump sum in cash no later than March 15, 2011. (f) Schedule 7.04(f) sets forth the amount (up to $5,000,000) of a retention pool for the purpose of retaining the services of key Company Employees (the “Retention Pool”), the Company Employees eligible to receive retention awards from the Retention Pool and the amount each Company Employee is eligible to receive (each a “Retention Bonus”), the criteria for payment of the Retention Bonuses, and the final allocation of payments from the Retention Pool, which determination shall not be changed after the Closing and shall only be changed prior to Closing as described in the next sentence. Prior to the Closing but only prior to the time that the Retention Bonuses are communicated to the Company Employees, the Chief Executive Officer of the Company shall be entitled, subject to approval by the Board of Managers of the Company, to reallocate among Company Employees (and subject to the same criteria for payment) up to twenty percent (20%) of the Retention Pool. Any Retention Bonus shall be intended to retain the services of the recipient through, and shall be payable on, subject to Section 7.04(g), the date (the “Retention Payment Date”) that is the earlier of (i) the one-year anniversary of the Closing and (ii) the date of such Company Employee’s involuntary termination of employment after the Closing Date other than for Cause or resignation for Good Reason after the Closing Date (whether or not the Company Employee is listed on Schedule 7.04(e)); provided that such Company Employee remains continuously employed in good standing by the Company through such applicable payment date. Prior to the Closing, the Company may adopt a plan and/or enter into award agreements with Company Employees eligible to receive Retention Bonuses consistent with the terms of this Section 7.04(f) in such form approved by Parent (such approval not to be unreasonably withheld). Each Retention Bonus shall be intended to be exempt from, or comply with, the requirements of Section 409A of the Code and the Department of Treasury regulations and other interpretive guidance issued thereunder. (g) With respect to the portion of any Losses for which a Non-ECP Member is determined to be liable in accordance with ARTICLE XII, it is expressly acknowledged and agreed that Parent may, but shall not be required to, satisfy any such Losses in accordance with this Section 7.04(g) by set-off against or deduction from the Prorated Parent 2010 Bonus and/or Retention Bonus that such Non-ECP Member would otherwise be eligible to receive absent such Losses, but only to the extent that such determination occurs prior to the Retention Payment Date or the Prorated Parent 2010 Bonus payment date, as applicable. (h) Parent and the Company shall be entitled to withhold from any amounts payable to Company Employees under or in connection with or this Agreement (including pursuant to Section 7.04(e)-(f)) any federal, state, or local withholding or other taxes or charges which the Company is required to withhold. (i) Parent, Merger Sub, the ECP Members and the Company acknowledge and agree that all provisions contained in this Section 7.04 are included for the sole benefit of the Parties, and that nothing in this Agreement, whether express or implied, shall be treated as an amendment or other modification of any Company Employee Benefit Plan or other benefit plan, program, agreement or other arrangement, or agreement providing compensation or benefits to shall create any current or former director, officer, employee third party beneficiary or other service provider of Seller or its Affiliates. right (di) Nothing contained in this Section 7.3 or elsewhere in this Agreement, express or implied, shall confer upon any current or former Business Employee or Business Service Provider any right to continued employment or service (or resumed employment or service) subsequent to the Closing. This Section 7.3 shall operate exclusively for the benefit of the Parties and not for the benefit of any other Person, including any current Company Employee or former Business Employees or the Continuing Employees, which Persons shall have no rights to enforce this Section 7.3 of this Agreement. Nothing in this Section 7.3 shall: (i) create any third party rights participant in any current Company Employee Benefit Plan or former Business Employee other benefit plan, agreement or Business Service Provider other arrangement (including or any dependent or beneficiary or dependent thereof) ), or (ii) be treated as an amendment to continued employment with Parent, the ECP Members, the Company or any of any Employee Benefit Plan or restrict their respective Affiliates. (j) Notwithstanding anything herein to the contrary, nothing in this Section 7.04 shall inhibit the ability of Parent or the Parties Surviving Entity to terminate the employment of the Company Employees after the Closing Date, with or their Affiliates to amend, modify, discontinue or terminate any Employee Benefit Plan or any other employee benefit plan, practice or policy established or maintained by the Parties or their Affiliateswithout cause.

Employees; Employee Benefits. (a) For the 12-six month period following the Closing Date (Closing, the “Continuation Period”), Buyer shall provide, or Company shall cause the each Acquired Company to continue providing, to provide each individual who is a Business Employee as of the Closing (each, a “Continuing Employee”): (i) a base salary or hourly wage rate, as applicable, that is at least equal to the base salary or hourly wage rate provided to actively employed by such Continuing Employee immediately prior to the Closing, (ii) annual or other short-term cash bonus opportunities (for the avoidance of doubt, excluding equity and equity based rights) that are substantially comparable to those provided to such Continuing Employee immediately prior to Closing, and (iii) medical and defined contribution retirement benefits that are substantially comparable, in the aggregate, to those provided to similarly situated employees of Buyer or its Affiliates. If Buyer terminates, or causes the Acquired Company to terminate, any Continuing Employee in the 6-month period following on the Closing Date (each, a “Terminated an "Employee”)") with salary, Buyer or bonuses and benefits that are substantially comparable in the Company, as the case may be, shall provide to such Terminated Employee the amount of severance, as determined by Buyer in good faith, to which such Terminated Employee would have been entitled under the Company’s existing severance plan in place as of the Closing Date. (b) For all purposes, including vesting, eligibility to participate and level of benefits (other than benefits under defined benefit pension plans) under the Employee Benefit Plans of Buyer or its Affiliates (as applicable) providing benefits to Continuing Employees after the Closing in which such Continuing Employees are eligible to participate (the “New Plans”), each Continuing Employee in such plans shall be credited with his or her years of service with the Company and its predecessors prior aggregate to the Closingsalary, bonuses and benefits provided to the same extent as each such Continuing Employee was entitled, before the Closing, to credit for such service under any similar Employee Benefit Plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Closing (such plans, collectively, the “Old Plans”); provided, however, that the foregoing shall not apply to the extent that its application would result in a duplication of benefits excluding special retention and other similar bonuses paid or payable with respect to the same year 1998 or in connection with the transactions contemplated hereby), provided that no Person, in providing such substantially comparable salary, bonuses and benefits, shall be required to continue to employ any such Employee during such six-month period of serviceor to provide or maintain any particular plan or benefit which was provided to or maintained for Employees prior to the Closing. In additionThe Acquired Companies shall treat all pre-Closing service completed by an Employee with any Acquired Company or any Affiliate thereof, and without limiting any predecessor thereto, the generality same as post-Closing service completed with such Acquired Company for vesting and eligibility purposes, including waiting periods relating to preexisting conditions under medical plans, vacations, severance pay, early retirement or any subsidized benefit provided for under any employee benefit plan (including, but not limited to, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained by the Company on or after the Closing Date. Prior to the Closing, the Existing Stockholder shall furnish the Purchaser with a list of the foregoinglength of service with each Acquired Company or its Affiliates for each of the Employees. For purposes of computing deductible amounts (or like adjustments or limitations on coverage) under any employee welfare benefit plan (including, Buyer without limitation, any "employee welfare benefit plan" as defined in Section 3(1) of ERISA), expenses and claims previously recognized for similar purposes under the applicable welfare benefit plan of any Acquired Company or any Affiliate shall undertake commercially reasonable efforts be credited or recognized under the comparable plan maintained after the Closing Date by the Acquired Companies. (b) After the Closing Date, the Company shall be responsible for, and shall indemnify and hold harmless Parent, the Existing Stockholder and their Affiliates and their officers, -61- 66 directors, employees, Affiliates and agents and the fiduciaries (including plan administrators) of the Plans, from and against, any and all claims, losses, damages, costs and expenses (including, without limitation, attorneys' fees and expenses) and other liabilities and obligations relating to provide that or arising out of (i) each Continuing Employee shall be immediately eligible all salaries, bonuses, commissions, vacation entitlements and other benefits accrued but unpaid as of the Closing and taken into account in determining the Net Working Capital Amount, (ii) the employee benefit liabilities assumed by the Company under this Agreement, and (iii) any claims of, or damages or penalties sought by, any Employee, or any governmental entity on behalf of or concerning any Employee, with respect to participate, without any waiting time, in act or failure to act by the Company or any and all New Plans Acquired Company after the Closing Date to the extent coverage arising from the employment, discharge, layoff or termination of any Employee. The foregoing notwithstanding, nothing in this Section 8.4(b) shall be deemed to limit the responsibility of the Existing Stockholder or the Parent for the representations and warranties of the Existing Stockholder set forth in Article V hereof or the indemnification of the Purchaser Parties with respect thereto in accordance with Section 8.2 hereof. (c) The Company shall, for a period of six months following the Closing Date, operate the Acquired Companies in compliance with the Worker Adjustment Retraining and Notification Act, 29 U.S.C. ss. 2101 et. seq. (the "WARN Act") and any other applicable similar state or local law concerning plant closings. In the event the Company's actions should trigger any notice requirement under the WARN Act or any other applicable similar state or local law concerning plant closings during the 90 days following the Closing Date, the Company shall be solely responsible for providing appropriate notice under such New Plan replaces coverage under plant closing law. The Company shall indemnify the Parent and the Existing Stockholder for any Old Plan claims, losses, damages, costs or expenses arising out of the Company's failure to provide proper notice pursuant to the WARN Act or other law regarding plant closings or otherwise comply with the WARN Act or such other laws regarding plant closings. (d) During the period commencing on the Closing Date and (ii) ending on the date the Acquired Companies reasonably can arrange for purposes of each New Plan providing medicalhealth, dental, pharmaceutical, vision, short-term disability, life long-term disability, life, accidental death and dismemberment and business travel accident insurance and/or other welfare benefits to any Continuing Employee (collectively, independent of the “New Welfare Plans”), Buyer shall cause (A) all pre-existing conditions, exclusions or limitations, eligibility waiting periods and actively-at-work requirements of such New Welfare Plans to be waived for such Continuing Employee and his or her covered dependents (insurance provided to the extent such conditionsemployees of the Acquired Companies under the MedPartners, exclusions, limitations, periods Inc. Health and requirements were waived or satisfied as of Welfare Benefits Plan (the "Parent Health Plan") immediately prior to the Closing under comparable Old PlansDate (but in no event later than September 30, 1999) (the "Welfare Benefit Transition Period"), the Parent shall permit the employees of the Acquired Companies (and their covered dependents), including those employees (and their covered dependents) who become eligible for such insurance during the Welfare Benefit Transition Period, to participate in the health, dental, short-term disability, long-term disability, life, accidental death and dismemberment and business travel accident insurance in which employees of the Acquired Companies participated immediately prior to the Closing Date; provided (i) the Acquired Companies shall pay all costs associated with the provision of such insurance (to the extent not paid for by employees of the Acquired Companies), including any incidental administrative costs incurred by the Parent and its Subsidiaries and any reasonable costs incurred as a result of any changes in the form of payroll data which is provided by the Acquired Companies to the plan administrators; (ii) the Acquired Companies shall promptly provide all data the Parent requests with respect to the participation of such persons in such insurance and (Biii) the Acquired Companies shall comply with all notice requirements associated with the provision of such insurance, including any eligible expenses incurred notice requirements imposed by each Continuing Employee third party administrators in connection with payroll data. The Parent agrees to use reasonable best efforts to cooperate with the Company to provide it with comprehensive health claims data with respect to the Acquired Companies, and his or her covered dependents during the portion of Company agrees to reimburse the plan year of the Old Plan ending on the date such Continuing Employee’s participation in the corresponding New Welfare Plan begins to be taken into account under such New Welfare Plan Parent for purposes of satisfying all deductible, co-payment, coinsurance and maximum reasonable out-of-pocket requirements expenses incurred by the Parent in providing such data. Parent shall exercise reasonable efforts prior to the Closing Date to obtain the consents of the Parent's applicable insurance providers to such Continuing Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Welfare Plan. (c) As Benefit Transition Period insurance. The sole role of the ClosingParent in permitting the employees of the Acquired Companies (and their covered dependents) to participate in such insurance subsequent to the Closing Date shall be to facilitate the transition of health, Seller dental, short-term disability, long-term disability, life, accidental death and dismemberment and business travel accident insurance coverage for such individuals and the Parent shall not be deemed a plan fiduciary in such role, except as required under applicable law. As provided under the Parent Health Plan, health and dental insurance coverage will be provided based on covered expenses incurred prior to the end of the Welfare Benefit Transition Period, and short-term disability, long-term disability, life, accidental death and dismemberment and business travel accident insurance coverage will be provided based on covered claims incurred prior to the end of the Welfare Benefit Transition Period. The Acquired Companies shall jointly and severally indemnify and hold harmless Parent and its Affiliates (Subsidiaries from all liabilities, other than the Group Companies) shall assume and/or retain sponsorship of and be solely responsible for all Liabilities relating liabilities arising due to Parent's or at any time its Subsidiaries' gross negligence or willful misconduct, arising under or in connection with or pursuant to any Employee Benefit Plan or other plan, program, arrangementthe provision of, or agreement providing compensation or the failure to provide, such insurance and the benefits to any current or former director, officer, employee or other service provider of Seller or its Affiliates. (d) Nothing contained in this Section 7.3 or elsewhere in this Agreement, express or implied, shall confer upon any current or former Business Employee or Business Service Provider any right to continued employment or service (or resumed employment or service) subsequent to covered under such insurance by the Closing. This Section 7.3 shall operate exclusively for the benefit of the Parties and not for the benefit of any other Person, including any current or former Business Employees or the Continuing Employees, which Persons shall have no rights to enforce this Section 7.3 of this AgreementParent's applicable insurance providers. Nothing in this Section 7.3 shall: paragraph (id) create any third party rights shall preclude amendment of the Parent Health Plan in any current or former Business Employee or Business Service Provider (including any beneficiary or dependent thereof) or (ii) be treated as an manner after the Closing Date, to the extent permitted by the Parent Health Plan, except where such amendment would cut-back the coverages of any Employee Benefit Plan or restrict the ability employees of the Parties or their Affiliates Acquired Companies on a basis which is inconsistent with that applicable to amend, modify, discontinue or terminate any Employee Benefit Plan or any other employee benefit plan, practice or policy established or maintained by the Parties or their AffiliatesParent's employees.

Employees; Employee Benefits. (a) For the 12-month period following the Closing Date (the “Continuation Period”), Buyer shall provide, or shall cause the Company to continue providing, to each individual who is a Business Employee Effective as of the Closing Date and for a period of two (each2) years following the Closing Date, a “Continuing Employee”): Buyer shall (i) a base salary or hourly wage rate, as applicable, that is at least equal provide to the base salary or hourly wage rate provided to such Continuing Employee immediately prior to the Closing, (ii) annual or other short-term cash bonus opportunities (for the avoidance of doubt, excluding equity substantially all Continued Employees compensation and equity based rights) that are substantially comparable to those provided to such Continuing Employee immediately prior to Closing, and (iii) medical and defined contribution retirement benefits that are substantially comparable, in the aggregate, to those the aggregate compensation and benefits that were provided to similarly situated employees of Buyer or its Affiliates. If Buyer terminates, or causes the Company to terminate, any Continuing Employee in the 6-month period following such Continued Employees on the Closing Date and (each, a “Terminated Employee”), Buyer or ii) not terminate in the Company, as the case may be, shall provide to aggregate during such Terminated Employee the amount of severance, as determined by Buyer in good faith, to which such Terminated Employee would have been entitled under the Company’s existing severance plan in place as period more than ten percent (10%) of the Closing Dateaggregate workforce of the Acquired Companies. (b) For all purposes, including vesting, eligibility to participate and level of benefits (other than benefits under defined benefit pension plans) under If Buyer does not continue the Employee Company Benefit Plans of Buyer or its Affiliates (as applicable) providing benefits to Continuing Employees after the Closing in which such Continuing Date, (i) Buyer will cause the benefit plans applicable to the Continued Employees are eligible to participate (the “New Plans”), each Continuing Employee in such plans shall be credited with his or her years of recognize all previous service with the Company Company, a Subsidiary or any of their respective Affiliates for the purpose of determining eligibility for and its predecessors prior entitlement to succeeding benefits, including vesting (provided that service with the ClosingCompany, to the same extent as such Continuing Employee was entitled, before the Closing, to credit a Subsidiary or any of their respective Affiliates shall not be counted for such service purposes of benefit accrual under any similar Employee Benefit Plan in which such Continuing Employee participated or was eligible pension plan of Buyer); (ii) Buyer shall cause its group health plan to participate immediately recognize all deductibles and coinsurance payments accrued by the Continued Employees prior to the Closing Date and to waive any preexisting condition limitations for the Continued Employees; (such plans, collectivelyiii) for the remainder of the calendar year in which the Closing occurs and for the succeeding year, the “Old Plans”)vacation, paid time off and holiday plan offered to Continued Employees shall be substantially comparable to and in place of what an Acquired Company or any of its respective Affiliates, as applicable, would have provided the Continued Employees had they remained employees of the Company, a Subsidiary or any of their respective Affiliates; provided, however, that (iv) Buyer shall maintain for at least two years starting on the foregoing shall not apply Closing Date substantially comparable severance arrangements applicable to the extent Continued Employees that its application would result were in a duplication of benefits with respect to effect immediately before the same period of service. In addition, Closing Date; and without limiting (v) after the generality second anniversary of the foregoingClosing Date, subject to applicable Law, Buyer shall undertake commercially reasonable efforts to provide Continued Employees with base salary and overall benefits (including retiree benefits) that (i) each Continuing Employee shall be immediately eligible to participate, without any waiting timeare no less favorable, in any and all New Plans the aggregate, than those then provided to the extent coverage under any such New Plan replaces coverage under any Old Plan and (ii) for purposes similarly-situated employees of each New Plan providing medical, dental, pharmaceutical, vision, disability, life insurance and/or other welfare benefits to any Continuing Employee (collectively, the “New Welfare Plans”), Buyer shall cause (A) all pre-existing conditions, exclusions or limitations, eligibility waiting periods and actively-at-work requirements of such New Welfare Plans to be waived for such Continuing Employee and his or her covered dependents (to the extent such conditions, exclusions, limitations, periods and requirements were waived or satisfied as of immediately prior to the Closing under comparable Old Plans), and (B) any eligible expenses incurred by each Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such Continuing Employee’s participation in the corresponding New Welfare Plan begins to be taken into account under such New Welfare Plan for purposes of satisfying all deductible, co-payment, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Welfare PlanBuyer. (c) As If Buyer does not continue the Company Benefit Plans after the Closing Date, Buyer shall credit each Continued Employee with such number of unused vacation days and other paid time off accrued by such employee with the applicable Acquired Company or any of its Affiliates prior to the Closing Date in accordance with the personnel policies of the ClosingCompany, Seller and its Affiliates (other than the Group Companies) shall assume and/or retain sponsorship of and be solely responsible for all Liabilities relating to or at any time arising under or in connection with or pursuant to any Employee Benefit Plan or other plan, program, arrangement, or agreement providing compensation or benefits to any current or former director, officer, employee or other service provider of Seller or its Affiliates. (d) Nothing contained in this Section 7.3 or elsewhere in this Agreement, express or implied, shall confer upon any current or former Business Employee or Business Service Provider any right to continued employment or service (or resumed employment or service) subsequent to the Closing. This Section 7.3 shall operate exclusively for the benefit of the Parties and not for the benefit of any other Person, including any current or former Business Employees or the Continuing Employees, which Persons shall have no rights to enforce this Section 7.3 of this Agreement. Nothing in this Section 7.3 shall: (i) create any third party rights in any current or former Business Employee or Business Service Provider (including any beneficiary or dependent thereof) or (ii) be treated as an amendment of any Employee Benefit Plan or restrict the ability of the Parties or their Affiliates to amend, modify, discontinue or terminate any Employee Benefit Plan a Subsidiary or any other employee benefit plan, practice or policy established or maintained by of their respective Affiliates applicable to such employees on the Parties or their Affiliatesdate hereof.

Employees; Employee Benefits. (a) For the 12-month period following Prior to the Closing Date (Date, Sellers will provide Buyer with a revised version of the “Continuation Period”schedule referenced in Section 3.20(c)(i), Buyer shall provide, or shall cause the Company to continue providing, to each individual who is a Business Employee updated as of the Closing not earlier than five (each, a “Continuing Employee”): (i5) a base salary or hourly wage rate, as applicable, that is at least equal to the base salary or hourly wage rate provided to such Continuing Employee immediately Business Days prior to the Closing, (ii) annual or other short-term cash bonus opportunities (for the avoidance of doubt, excluding equity and equity based rights) that are substantially comparable to those provided to such Continuing Employee immediately prior to Closing, and (iii) medical and defined contribution retirement benefits that are substantially comparable, in the aggregate, to those provided to similarly situated employees of Buyer or its Affiliates. If Buyer terminates, or causes the Company to terminate, any Continuing Employee in the 6-month period following the Closing Date (each, a “Terminated Employee”), Buyer or the Company, as the case may be, shall provide to such Terminated Employee the amount of severance, as determined by Buyer in good faith, to which such Terminated Employee would have been entitled under the Company’s existing severance plan in place as of the Closing Date. (b) For all purposesFrom the Closing Date until the first anniversary of the Closing Date, Buyer shall provide to each Transferred Employee, whether salaried or hourly (including vestingeach such employee who is absent due to vacation, eligibility to participate and level holiday, illness, approved leave of benefits (other than benefits under defined benefit pension plansabsence or short-term disability) under during the Employee Benefit Plans term of each such Transferred Employee’s employment with Buyer or its Affiliates affiliates (including, as applicable) providing benefits to Continuing Employees after the Closing in which such Continuing Employees are eligible to participate (the “New Plans”), each Continuing Employee in such plans shall be credited with his or her years of service with the Company and its predecessors prior to the Closing, the Acquired Companies): (i) a salary or wage level at least equal to the same extent as such Continuing Employee was entitled, before the Closing, salary or wage level to credit for such service under any similar Employee Benefit Plan in which such Continuing Employee participated or employee was eligible to participate entitled immediately prior to the Closing (such plansDate, collectively, the “Old Plans”); provided, however, that the foregoing shall not apply to the extent that its application would result in a duplication of benefits with respect to the same period of service. In addition, and without limiting the generality of the foregoing, Buyer shall undertake commercially reasonable efforts to provide that (i) each Continuing Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under any such New Plan replaces coverage under any Old Plan and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical, vision, disability, life insurance and/or other welfare benefits annual bonus and commission opportunities that are no less favorable in the aggregate to any Continuing Employee (collectively, the “New Welfare Plans”), Buyer shall cause (A) all pre-existing conditions, exclusions or limitations, eligibility waiting periods and actively-at-work requirements of those provided to such New Welfare Plans to be waived for such Continuing Employee and his or her covered dependents (to the extent such conditions, exclusions, limitations, periods and requirements were waived or satisfied as of employees immediately prior to the Closing under comparable Old Plans)Date, and (Biii) employee benefits (excluding severance (which is addressed in Section 5.8(d)), equity incentives, defined benefit pensions, deferred compensation and retiree health and welfare) that are substantially comparable in the aggregate to those to which such employee was entitled immediately prior to the Closing Date. The terms and conditions of employment for any eligible Automatically Transferring Employee who becomes a Transferred Employee will be governed by applicable Law. For the avoidance of doubt, the terms and conditions of employment for any Automatically Transferring Employee who becomes a Transferred Employee must comply with applicable Law at all times. If applicable Law entitles an employee who would otherwise be a Transferred Employee who declines continued employment to receive severance benefits unless such continued employment satisfies certain minimum terms and conditions following the Closing, Buyer shall, or shall cause one of its Affiliates to, satisfy all such minimum terms and conditions with respect to such Business Employee; provided, that Sellers shall retain any liability for severance benefits in the event applicable Law entitles any Automatically Transferring Employees to voluntarily terminate employment and receive severance benefits without regard to the terms and conditions of employment provided by Buyer. (c) Buyer shall provide a tax-qualified defined contribution retirement plan, effective as soon as reasonably practicable following the Closing Date, with terms and conditions that are substantially similar to those of the comparable tax-qualified defined contribution retirement plan of Sellers or their Affiliates in which the Transferred Employees participated immediately prior to the Closing Date. (d) Without limiting the generality of Section 5.8(a), Buyer agrees that: (i) Buyer will assume, honor and be solely responsible for paying, providing or satisfying when due all vacation, sick pay and other paid time off for Transferred Employees accrued but unused as of the Closing Date, on terms and conditions that are substantially comparable to the terms and conditions in effect immediately prior to the Closing Date (for purposes of clarity, no payout of any vacation, sick pay or other paid time off shall be made in connection with the Closing unless otherwise required by the applicable terms and conditions in effect immediately prior to the Closing Date); (ii) Buyer will be solely responsible for paying and providing long-term disability benefits with respect to any Transferred Employee (but for the avoidance of doubt, Sellers will remain responsible for paying any former employee of the Acquired Companies who is receiving long-term disability benefits under any plan or program of any Seller or its Affiliates as of the Closing Date); (iii) Buyer will use reasonable best efforts to cause any benefit or compensation plan, program, agreement or arrangement applicable to the Transferred Employees following the Closing Date to (A) recognize all costs and expenses incurred by each Continuing Employee the Transferred Employees (and his or her covered their dependents during and beneficiaries) up to (and including) the portion of Closing Date for the plan year of which includes the Old Plan ending on the date such Continuing Employee’s participation in the corresponding New Welfare Plan begins to be taken into account under such New Welfare Plan Closing Date, for purposes of satisfying all applicable deductible, co-payment, coinsurance and coinsurance, maximum out-of-pocket requirements applicable to provisions and like adjustments or limitations on coverage under any such Continuing Employee benefit plan, (B) waive any preexisting condition, evidence of insurability, good health, actively-at-work exclusions and his or her covered dependents similar limitations for the applicable plan year Transferred Employees to the same extent as if such amounts had would have been paid in accordance with such New Welfare Plan. (c) As of recognized under the Closing, Seller and its Affiliates (other than the Group Companies) shall assume and/or retain sponsorship of and be solely responsible for all Liabilities relating to or at any time arising under or in connection with or pursuant to any Employee corresponding Company Benefit Plan or other plan, program, arrangement, or agreement providing compensation or benefits to any current or former director, officer, employee or other service provider of Seller or its Affiliates. (d) Nothing contained in this Section 7.3 or elsewhere in this Agreement, express or implied, shall confer upon any current or former Business Employee or Business Service Provider any right to continued employment or service (or resumed employment or service) subsequent Benefit Plan immediately prior to the Closing. This Section 7.3 shall operate exclusively for the benefit Closing Date, and (C) credit all service of the Parties Transferred Employees prior to the Closing Date for all eligibility and not vesting purposes and for purposes of vacation, sick pay and other paid time off accruals and severance benefit determinations to the benefit of any other Person, including any current or former Business Employees or same extent as would have been recognized under the Continuing Employees, which Persons shall have no rights to enforce this Section 7.3 of this Agreement. Nothing in this Section 7.3 shall: (i) create any third party rights in any current or former Business Employee or Business Service Provider (including any beneficiary or dependent thereof) or (ii) be treated as an amendment of any Employee corresponding Company Benefit Plan or restrict the ability of the Parties or their Affiliates to amend, modify, discontinue or terminate any Employee Seller Benefit Plan or any other employee benefit planimmediately prior to the Closing Date, practice or policy established or maintained by except to the Parties or their Affiliates.extent that such a credit would result in the duplication of benefits; and

Employees; Employee Benefits. (a) For Employees Subject to European data protection legislation, Schedule 3.13(a) sets forth, with respect to each employee of the 12-month period following Selling Entities who is employed in the Closing Date Business (including any such employee of Seller who is on a leave of absence, maternity leave, short or long term disability, or on layoff status subject to recall) (the “Continuation PeriodEmployees”)) (i) the name of such Employee and the date as of which such Employee was originally hired by the Selling Entities, Buyer shall provide, and whether the Employee is on an active or shall cause inactive status; (ii) such Employee’s title; (iii) whether the Company to continue providing, to each individual who Employee is a Business Employee classified as exempt or non-exempt under the Fair Labor Standards Act; (iv) such Employee’s base compensation as of the Closing date of this Agreement, equity vesting schedule, and whether such Employee is eligible to participate in any Employee Benefit Plans; and (each, a “Continuing Employee”): (iv) a base salary or hourly wage rate, as applicable, any governmental authorization that is held by such Employee and that is used in connection with the Business. Except as disclosed on Schedule 3.13(a), the employment of each of the Employees of the Business is terminable by the Selling Entities at least equal will. No offer of employment has been made by the Selling Entities to any individual which has not yet been accepted or which has been accepted but where the base salary individual’s employment has not yet started. All contracts of service or hourly wage rate provided to such Continuing Employee immediately prior to the Closing, (ii) annual or other short-term cash bonus opportunities (for the avoidance of doubt, excluding equity and equity based rights) that are substantially comparable to those provided to such Continuing Employee immediately prior to Closing, and (iii) medical and defined contribution retirement benefits that are substantially comparable, in the aggregate, to those provided to similarly situated employees of Buyer or its Affiliates. If Buyer terminates, or causes the Company to terminate, consultancy with any Continuing Employee in the 6-month period following UK can be terminated by three months notice or less without giving rise to any claim (other than statutory redundancy or unfair dismissal, if applicable) other than a claim under any applicable benefit plan. Employees in the Closing Date (each, a “Terminated Employee”), Buyer or the Company, as the case may be, shall provide to such Terminated Employee the amount of severance, as determined by Buyer UK holding stock options in good faith, to which such Terminated Employee would have been entitled under the Company’s existing severance plan in place as any of the Closing Selling Entities will be entitled to exercise those stock options for a period not less than 3 months after the Transfer Date. (b) For Employment Contracts Schedule 3.13(b) lists all purposescurrent employee manuals and handbooks and employment agreements relating to the employment of the Employees. To the extent permitted by law, including vestingUNOVA has provided the Purchasing Entities with access to all employment policy statements material records relating to health and safety issues (including, eligibility without limitation, accident at work records, claim details, insurance records, policy and guidance documents and training and monitoring records) and other materials of material nature relating to participate and level the employment of benefits (other than benefits under defined benefit pension plans) under the Employee Benefit Plans current Employees of Buyer or its Affiliates (as applicable) providing benefits to Continuing Employees after the Closing in which such Continuing Business. All Employees are eligible to participate (employed on the “New Plans”terms set out in the documents included on Schedule 3.13(b). Except as disclosed on Schedule 3.13(b), each Continuing Employee in such plans shall be credited (i) none of the Employees of the Business is a party to any employment, bonus, commission or other compensation agreement with any of the Selling Entities, (ii) none of the Employees of the Business has notified or otherwise indicated to the Selling Entities that he or she intends to terminate his or her years of service employment with the Company and its predecessors prior Selling Entities, (iii) the Selling Entities do not have a present intention to terminate the employment of any Employee of the Business, except as contemplated by Section 8.4 of the Agreement; (iv) to the Closingknowledge of the Selling Entities, no Employee at management level in relation to the same extent as such Continuing Employee was entitledBusiness has since July 1, before 2005 received an offer of employment from any other Person, (v) all employees of the ClosingBusiness have executed the Selling Entities’ standard form of noncompetition, to credit for such service under any similar Employee Benefit Plan in which such Continuing Employee participated or was eligible to participate immediately prior nondisclosure and developments agreement; (vi) to the Closing (such plans, collectively, the “Old Plans”); provided, however, that the foregoing shall not apply to the extent that its application would result in a duplication of benefits with respect to the same period of service. In addition, and without limiting the generality knowledge of the foregoingSelling Entities, Buyer shall undertake commercially reasonable efforts no Employee of the Business is a party to provide or is bound by any employment contract, patent disclosure agreement, noncompetition agreement or other restrictive covenant or other contract with any third party that (i) each Continuing Employee shall would be immediately eligible likely to participate, without any waiting time, affect in any and all New Plans to the extent coverage under any such New Plan replaces coverage under any Old Plan and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical, vision, disability, life insurance and/or other welfare benefits to any Continuing Employee (collectively, the “New Welfare Plans”), Buyer shall cause way (A) all pre-existing conditions, exclusions or limitations, eligibility waiting periods and actively-at-work requirements the performance by such Employee of such New Welfare Plans to be waived for such Continuing Employee and any of his or her covered dependents (to the extent such conditionsduties or responsibilities as a Employee, exclusions, limitations, periods and requirements were waived or satisfied as of immediately prior to the Closing under comparable Old Plans), and (B) any eligible expenses incurred by each Continuing Employee and his the business or her covered dependents during the portion operations of the plan year Business; (vii) to the knowledge of the Old Plan ending on Selling Entities, no Employee employed at a management level in relation to the date Business is in violation of any term of any employment contract, patent disclosure agreement, noncompetition agreement, or any other restrictive covenant with any third party relating to the right of any such Continuing Employee’s participation in the corresponding New Welfare Plan begins Employee to be taken into account under such New Welfare Plan for purposes employed by the Selling Entities in respect of satisfying all deductible, co-payment, coinsurance the Business and maximum out-of-pocket requirements applicable to such Continuing (viii) the Selling Entities are not and have never been engaged in any dispute or litigation with an Employee and his of the Business or her covered dependents for former Employee of the applicable plan year as if such amounts had been paid in accordance with such New Welfare PlanBusiness regarding Intellectual Property matters. (c) As Severance Except as disclosed on Schedule 3.13(c), (i) none of the ClosingSelling Entities in respect of the Business has an established severance pay practice or policy; (ii) no Employee of the Business is entitled to any severance pay, Seller and its Affiliates bonus compensation, acceleration of payment or vesting of any equity interest, or other payment from the Selling Entities (other than accrued salary, vacation, or other paid time off in accordance with the Group Companiespolicies of the Selling Entities in respect of the Business) shall assume and/or retain sponsorship as a result of and be solely responsible for all Liabilities relating to or at any time arising under or in connection with the transactions contemplated by this Agreement or pursuant any Related Agreement or as a result of any termination by the Business on or after the Closing of any Person employed by the Selling Entities on or prior to any Employee Benefit Plan or other plan, program, arrangement, or agreement providing compensation or benefits to any current or former director, officer, employee or other service provider of Seller or its Affiliatesthe Transfer Date. (d) Nothing contained Indebtedness to Employees Except as otherwise disclosed on Schedule 3.13(d), none of the Selling Entities in this Section 7.3 or elsewhere in this Agreement, express or implied, shall confer upon respect of the Business is indebted to any current of the present or former Business Employee Employees in any amount whatsoever, other than for accrued wages, bonuses and related benefits and reasonable reimbursable business expenses incurred in the ordinary course of business. (e) Loans or Business Service Provider any right Advances to continued employment or service (or resumed employment or service) subsequent to the Closing. This Section 7.3 shall operate exclusively for the benefit Employees Except as otherwise disclosed on Schedule 3.13(e), none of the Parties Selling Entities has outstanding and not for the benefit unsatisfied, in whole or in part, any loan or advance to any of any other Person, including any current its present or former Business Employees or employees, other than reasonable advances for business and related expenses made in the Continuing Employees, which Persons shall have no rights to enforce this Section 7.3 ordinary course of this Agreement. Nothing in this Section 7.3 shall: business. (f) Collective Bargaining Agreements (i) create Set forth on Schedule 3.13(f) is a list and description of all collective bargaining or similar agreements between any third party rights in of the Selling Entities and any current group of Employees, union or former Business Employee or Business Service Provider (labor organization representing any Employees including any beneficiary works agreement. Except as otherwise disclosed on Schedule 3.13(f), no such agreement or dependent thereof) understanding is presently proposed or under discussion by the Selling Entities with Employees. The Selling Entities in respect of the Business do not have a duty to bargain with any other union or labor organization. (ii) Except as set forth on Schedule 3.13(f), the Selling Entities do not recognize a trade union nor have they done anything which might be treated construed as an amendment of recognition. The Selling Entities have not received any Employee Benefit Plan further application for recognition from a trade union. The Selling Entities do not have any other works or restrict supervisory council or other body representing Employees which has a right to be represented or attend at or participate in any board or council meeting or a right to be informed, consulted or make representations in relation to the ability Business. (iii) UNOVA UK has not received any employee request for information and consultation pursuant to Regulation 7 of the Parties or their Affiliates Information and Consultation of Employees Regulations 2004, regardless of whether the number of request is sufficient to amend, modify, discontinue or terminate comply with the requirement for a valid employee request under Regulation 7(2) of those regulations. UNOVA UK is not involved in any Employee Benefit Plan or any other employee benefit plan, practice or policy established or maintained by negations with Employees pursuant to the Parties or their AffiliatesInformation and Consultation of Employees Regulation 2004.

Employees; Employee Benefits. (ai) For On the 12Closing Date, each person who is an employee of the Business immediately prior to the Closing (the "Affected Employees") shall cease to be an employee of Seller, and (ii) for a one-month period following the Closing Date (the “Continuation Period”)Date, Buyer shall providecause the Business to continue to employ each such Affected Employee in a position substantially similar to that held with the Business as of the Closing Date and at the same location, with salaries or wages substantially equivalent to those provided as of such date, except for employees who (i) shall be terminated "for cause," (ii) voluntarily terminate their employment, or (iii) prior to the Closing were employed for a contractually specified time period and are terminated upon expiration of that time period. Following the Closing Date, Buyer shall, or shall cause the Company Business to, provide each Affected Employee with benefits that are substantially comparable in the aggregate to continue providing, the benefits provided to each individual who is a Business Employee as of the Closing (each, a “Continuing Employee”): (i) a base salary or hourly wage rate, as applicable, that is at least equal to the base salary or hourly wage rate provided to such Continuing Affected Employee immediately prior to the ClosingClosing Date. Except as provided in Section 5.8(b), (ii) annual or other short-term cash bonus opportunities (for the avoidance of doubtBuyer, excluding equity and equity based rights) that are in providing such substantially comparable benefits, shall not be required to those provide or maintain any particular plan or benefit which was provided to such Continuing Employee immediately or maintained for Affected Employees prior to Closingthe Closing Date. Buyer shall give full credit for all service with Seller, any ERISA Affiliate or any other affiliate of such entities (together with ERISA Affiliates, "Affiliates"), and (iii) medical and defined contribution retirement benefits any predecessor thereto to the extent that are substantially comparable, in service with such predecessor entity was recognized under the aggregateapplicable Plan of Seller or any Affiliates, to those each Affected Employee for purposes of eligibility to participate in, vesting or payment of benefits under, including, but not limited to, eligibility for early retirement or any subsidized benefit provided to similarly situated employees for under any employee benefit plan (including, 35 44 but not limited to, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained by Buyer or its Affiliates. If Buyer terminatessubsidiaries (including, or causes the Company to terminatewithout limitation, any Continuing Employee vacation pay plan or policy) on or after the Closing Date. Prior to the Closing, Seller will furnish Buyer with a list of the length of service with Seller or its Affiliates for each of the Affected Employees. For purposes of computing deductible amounts (or like adjustments or limitations on coverage) under any employee welfare benefit plan (including, without limitation, any "employee welfare benefit plan" as defined in Section 3(1) of ERISA), expenses and claims previously recognized for similar purposes under the 6-month period following applicable welfare benefit plan of Seller or any Affiliate for the current plan year shall be credited or recognized under the comparable plan maintained after the Closing Date (each, a “Terminated Employee”), by Buyer or its subsidiaries for the Company, plan year ending in 1996. (b) As soon as the case may be, shall provide to such Terminated Employee the amount of severance, as determined by Buyer practicable after (and in good faith, to which such Terminated Employee would have been entitled under the Company’s existing severance plan in place any event within 90 days after) and effective as of the Closing Date. , (bi) For all purposes, including vesting, eligibility to participate and level of benefits (other than benefits under Buyer shall establish a defined benefit pension plansplan or plans and trust or trusts intended to qualify under Sections 401(a) under and 501(a) of the Employee Benefit Plans of Buyer or its Affiliates Code (as applicable) providing benefits to Continuing Employees after the Closing in which such Continuing Employees are eligible to participate (the “New Plans”), each Continuing Employee in such plans shall be credited with his or her years of service with the Company and its predecessors prior to the Closing, to the same extent as such Continuing Employee was entitled, before the Closing, to credit for such service under any similar Employee Benefit Plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Closing (such plans, collectively, the “Old Plans”); provided, however, that "Buyer Pension Plan") and (ii) upon receipt by Seller of (A) written evidence of the foregoing shall not apply to adoption of the extent that its application would result in Buyer Pension Plan and trust thereunder by Buyer and (B) either (x) a duplication copy of benefits a favorable determination letter issued by the Internal Revenue Service with respect to the same period Buyer Pension Plan or (y) an opinion of service. In addition, Buyer's counsel reasonably satisfactory to Seller's counsel to the effect that a request for determination has been filed and without limiting that the generality terms of the foregoing, Buyer shall undertake commercially reasonable efforts to provide that (i) each Continuing Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under any such New Plan replaces coverage under any Old Pension Plan and (iiits related trust meet the requirements for qualification under the respective provisions of Sections 401(a) for purposes and 501(a) of the Code, Seller shall direct the trustees of each New of the Handy & Harmxx Xxxgaining Employees Pension Plan providing medical, dental, pharmaceutical, vision, disability, life insurance and/or other welfare benefits to any Continuing Employee and the Handy & Harmxx Xxxsion Plan (collectively, the “New Welfare "Seller Pension Plans”)") to transfer, Buyer shall cause (A) all pre-existing conditionsin cash or, exclusions or limitationsif acceptable to Buyer, eligibility waiting periods and actively-at-work requirements of such New Welfare Plans to be waived for such Continuing Employee and his or her covered dependents (to the extent such conditionsin kind, exclusions, limitations, periods and requirements were waived or satisfied as of immediately prior to the Closing under comparable Old Plans), and (B) any eligible expenses incurred by each Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such Continuing Employee’s participation in the corresponding New Welfare Plan begins to be taken into account under such New Welfare Plan for purposes of satisfying all deductible, co-payment, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Welfare Plan. (c) As of the Closing, Seller and its Affiliates (other than the Group Companies) shall assume and/or retain sponsorship of and be solely responsible for all Liabilities relating to or at any time arising under or in connection with or pursuant to any Employee Benefit Plan or other plan, program, arrangement, or agreement providing compensation or benefits to any current or former director, officer, employee or other service provider of Seller or its Affiliates. (d) Nothing contained in this Section 7.3 or elsewhere in this Agreement, express or implied, shall confer upon any current or former Business Employee or Business Service Provider any right to continued employment or service (or resumed employment or service) subsequent to the Closing. This Section 7.3 shall operate exclusively for the benefit of the Parties and not for the benefit of any other Person, including any current or former Business Employees or the Continuing Employees, which Persons shall have no rights to enforce this Section 7.3 of this Agreement. Nothing in this Section 7.3 shall: (i) create any third party rights in any current or former Business Employee or Business Service Provider (including any beneficiary or dependent thereof) or (ii) be treated as an amendment of any Employee Benefit Plan or restrict the ability of the Parties or their Affiliates to amend, modify, discontinue or terminate any Employee Benefit Plan or any other employee benefit plan, practice or policy established or maintained by the Parties or their Affiliates.from the

Employees; Employee Benefits. (a) For the 12-month a period of six months following the Closing Date (the “Continuation Period”)Date, Buyer shall provideshall, or shall cause its Subsidiaries or the Company to, provide the Employees (other than the Employees set forth on Exhibit E) during that time with (A) respective base salaries that are not less than those provided by the Company to continue providing, to each individual who is a Business Employee as of the Closing (each, a “Continuing Employee”): (i) a base salary or hourly wage rate, as applicable, that is at least equal to the base salary or hourly wage rate provided to such Continuing Employee Employees immediately prior to the ClosingClosing Date and (B) employee benefits (other than equity compensation and except as otherwise provided herein, (ii) annual or other short-term cash incentive and bonus opportunities (for the avoidance of doubt, excluding equity and equity based rightsopportunities) that are substantially comparable to those the employee benefits provided by Buyer or its Subsidiaries to its or their similarly situated employees. For the calendar year in which the Closing Date occurs, Buyer shall, or shall cause its Subsidiaries or the Company to, provide each Employee who continues his or her employment until the date upon which bonuses for such Continuing Employee immediately prior to Closing, year are paid with an annual cash short-term incentive bonus opportunity that is not less than that provided by Buyer and (iii) medical and defined contribution retirement benefits that are substantially comparable, in the aggregate, to those provided its Subsidiaries to similarly situated employees of Buyer or its Affiliates. If Buyer terminates, or causes the Company to terminate, any Continuing Employee in the 6-month period following the Closing Date (each, a “Terminated Employee”), Buyer or the Company, as the case may be, shall provide to such Terminated Employee the amount of severance, as determined by Buyer in good faith, to which such Terminated Employee would have been entitled under the Company’s existing severance plan in place as of the Closing Dateemployees. (b) For all purposes, including vesting, The service of each Employee with the Company or its Subsidiaries prior to the Closing Date shall be treated as service with Buyer and its Subsidiaries for purposes of entitlement to paid time off and eligibility to participate and level of benefits (other than benefits under defined benefit pension plansvesting in Buyer’s 401(k) under the Employee Benefit Plans of Buyer plan. On or its Affiliates (as applicable) providing benefits to Continuing Employees after the Closing in which such Continuing Employees are eligible to participate (the “New Plans”), each Continuing Employee in such plans shall be credited with his or her years of service with the Company and its predecessors prior to the Closing, to the same extent as such Continuing Employee was entitled, before the Closing, to credit for such service under any similar Employee Benefit Plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Closing Date, Seller shall provide written notice to Buyer of all service credit described in the preceding sentence. As soon as reasonably practicable after the Closing Date and subject to Buyer’s receipt of appropriate paperwork, Buyer shall cause any tax-qualified defined contribution plan sponsored or maintained by Buyer or its Subsidiaries to accept any and all distributions (such including any outstanding plan loans) from any tax-qualified defined contribution plan sponsored or participated in by the Company which are considered “eligible rollover distributions” within the meaning of Section 402(c) of the Code if so directed by the Employees. (c) Following the Closing Date, Buyer shall, or shall cause its Subsidiaries or the Company to make reasonable efforts to waive any pre- existing condition exclusion under its employee benefit plans, collectivelyprograms, policies, practices and arrangements to the “Old Plans”)extent such exclusion was not imposed with respect to an Employee under the corresponding Employee Benefit Plan; provided, however, that the foregoing obligations of Buyer and its Subsidiaries shall not apply be limited to the extent that its application would result in a duplication of benefits with respect to the same period of service. In addition, and without limiting the generality of the foregoing, Buyer shall undertake commercially reasonable efforts to provide that (i) each Continuing Employee shall be immediately eligible to participate, without any waiting time, requesting in any and all New Plans to good faith that the extent coverage under any applicable insurer implement such New Plan replaces coverage under any Old Plan actions and (ii) for purposes of each New Plan providing medicalincurring any reasonable administrative costs related thereto, dental, pharmaceutical, vision, disability, life insurance and/or other welfare benefits to any Continuing Employee (collectively, the “New Welfare Plans”), Buyer shall cause (A) all pre-existing conditions, exclusions or limitations, eligibility waiting periods and actively-at-work requirements of such New Welfare Plans to be waived for such Continuing Employee and his or her covered dependents (to the extent such conditions, exclusions, limitations, periods and requirements were waived or satisfied as of immediately prior to the Closing under comparable Old Plans), and (B) any eligible expenses incurred by each Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such Continuing Employee’s participation in the corresponding New Welfare Plan begins to be taken into account under such New Welfare Plan for purposes of satisfying all deductible, co-payment, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Welfare Plan. (c) As of the Closing, Seller and its Affiliates (other than the Group Companies) shall assume and/or retain sponsorship of and be solely responsible for all Liabilities relating to or at any time arising under or in connection with or pursuant to any Employee Benefit Plan or other plan, program, arrangement, or agreement providing compensation or benefits to any current or former director, officer, employee or other service provider of Seller or its Affiliatesnecessary. (d) Nothing contained The provisions of this Section 7.3 are for the sole benefit of the parties to this Agreement and nothing in this Section 7.3 is intended or elsewhere shall be construed to require Buyer, the Company or any of their respective Subsidiaries or Affiliates to continue after the Closing Date the employment of any Person, including without limitation any Employee or any Person listed on Schedule 4.15(a)(i), or to otherwise interfere with any such entity’s right to terminate the employment of any Person, including without limitation any Employee or any Person listed on Schedule 4.15(a)(i), at will at any time after the Closing Date, with or without cause, with or without notice, or for any reason or no reason. Nothing in this Agreement, whether express or implied, shall confer upon any current or former Business Employee or Business Service Provider any right to continued employment or service (or resumed employment or service) subsequent to the Closing. This Section 7.3 shall operate exclusively for the benefit of the Parties and not for the benefit of any other Person, including any current or former Business Employees or the Continuing Employees, which Persons shall have no rights to enforce this Section 7.3 of this Agreement. Nothing in this Section 7.3 shall: (i) create any third party rights in any current or former Business Employee or Business Service Provider (including any beneficiary or dependent thereof) or (ii) be treated as constitute an amendment or modification to, or be construed as amending or modifying, any benefit plan, program or agreement sponsored, maintained or contributed to by Seller, the Company, Buyer, or any of their respective Affiliates or shall limit the right of Seller, the Company, Buyer, or any Employee Benefit Plan or restrict the ability of the Parties or their respective Affiliates to amend, modify, discontinue terminate or terminate otherwise modify any Employee Benefit Plan or any other employee such benefit plan, practice program or policy established or maintained by agreement after the Parties or their AffiliatesClosing Date.

Employees; Employee Benefits. (a) For Employees Subject to European data protection legislation, Schedule 3.13(a) sets forth, with respect to each employee of the 12-month period following Selling Entities who is employed in the Closing Date Business (including any such employee of Seller who is on a leave of absence, maternity leave, short or long term disability, or on layoff status subject to recall) (the “Continuation Period”)Employees“) (i) the name of such Employee and the date as of which such Employee was originally hired by the Selling Entities, Buyer shall provide, and whether the Employee is on an active or shall cause inactive status; (ii) such Employee’s title; (iii) whether the Company to continue providing, to each individual who Employee is a Business Employee classified as exempt or non-exempt under the Fair Labor Standards Act; (iv) such Employee’s base compensation as of the Closing date of this Agreement, equity vesting schedule, and whether such Employee is eligible to participate in any Employee Benefit Plans; and (each, a “Continuing Employee”): (iv) a base salary or hourly wage rate, as applicable, any governmental authorization that is held by such Employee and that is used in connection with the Business. Except as disclosed on Schedule 3.13(a), the employment of each of the Employees of the Business is terminable by the Selling Entities at least equal will. No offer of employment has been made by the Selling Entities to any individual which has not yet been accepted or which has been accepted but where the base salary individual’s employment has not yet started. All contracts of service or hourly wage rate provided to such Continuing Employee immediately prior to the Closing, (ii) annual or other short-term cash bonus opportunities (for the avoidance of doubt, excluding equity and equity based rights) that are substantially comparable to those provided to such Continuing Employee immediately prior to Closing, and (iii) medical and defined contribution retirement benefits that are substantially comparable, in the aggregate, to those provided to similarly situated employees of Buyer or its Affiliates. If Buyer terminates, or causes the Company to terminate, consultancy with any Continuing Employee in the 6-month period following UK can be terminated by three months notice or less without giving rise to any claim (other than statutory redundancy or unfair dismissal, if applicable) other than a claim under any applicable benefit plan. Employees in the Closing Date (each, a “Terminated Employee”), Buyer or the Company, as the case may be, shall provide to such Terminated Employee the amount of severance, as determined by Buyer UK holding stock options in good faith, to which such Terminated Employee would have been entitled under the Company’s existing severance plan in place as any of the Closing Selling Entities will be entitled to exercise those stock options for a period not less than 3 months after the Transfer Date. (b) For Employment Contracts Schedule 3.13(b) lists all purposescurrent employee manuals and handbooks and employment agreements relating to the employment of the Employees. To the extent permitted by law, including vestingUNOVA has provided the Purchasing Entities with access to all employment policy statements material records relating to health and safety issues (including, eligibility without limitation, accident at work records, claim details, insurance records, policy and guidance documents and training and monitoring records) and other materials of material nature relating to participate and level the employment of benefits (other than benefits under defined benefit pension plans) under the Employee Benefit Plans current Employees of Buyer or its Affiliates (as applicable) providing benefits to Continuing Employees after the Closing in which such Continuing Business. All Employees are eligible to participate (employed on the “New Plans”terms set out in the documents included on Schedule 3.13(b). Except as disclosed on Schedule 3.13(b), each Continuing Employee in such plans shall be credited (i) none of the Employees of the Business is a party to any employment, bonus, commission or other compensation agreement with any of the Selling Entities, (ii) none of the Employees of the Business has notified or otherwise indicated to the Selling Entities that he or she intends to terminate his or her years of service employment with the Company and its predecessors prior Selling Entities, (iii) the Selling Entities do not have a present intention to terminate the employment of any Employee of the Business, except as contemplated by Section 8.4 of the Agreement; (iv) to the Closingknowledge of the Selling Entities, no Employee at management level in relation to the same extent as such Continuing Employee was entitledBusiness has since July 1, before 2005 received an offer of employment from any other Person, (v) all employees of the ClosingBusiness have executed the Selling Entities’ standard form of noncompetition, to credit for such service under any similar Employee Benefit Plan in which such Continuing Employee participated or was eligible to participate immediately prior nondisclosure and developments agreement; (vi) to the Closing (such plans, collectively, the “Old Plans”); provided, however, that the foregoing shall not apply to the extent that its application would result in a duplication of benefits with respect to the same period of service. In addition, and without limiting the generality knowledge of the foregoingSelling Entities, Buyer shall undertake commercially reasonable efforts no Employee of the Business is a party to provide or is bound by any employment contract, patent disclosure agreement, noncompetition agreement or other restrictive covenant or other contract with any third party that (i) each Continuing Employee shall would be immediately eligible likely to participate, without any waiting time, affect in any and all New Plans to the extent coverage under any such New Plan replaces coverage under any Old Plan and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical, vision, disability, life insurance and/or other welfare benefits to any Continuing Employee (collectively, the “New Welfare Plans”), Buyer shall cause way (A) all pre-existing conditions, exclusions or limitations, eligibility waiting periods and actively-at-work requirements the performance by such Employee of such New Welfare Plans to be waived for such Continuing Employee and any of his or her covered dependents (to the extent such conditionsduties or responsibilities as a Employee, exclusions, limitations, periods and requirements were waived or satisfied as of immediately prior to the Closing under comparable Old Plans), and (B) any eligible expenses incurred by each Continuing Employee and his the business or her covered dependents during the portion operations of the plan year Business; (vii) to the knowledge of the Old Plan ending on Selling Entities, no Employee employed at a management level in relation to the date Business is in violation of any term of any employment contract, patent disclosure agreement, noncompetition agreement, or any other restrictive covenant with any third party relating to the right of any such Continuing Employee’s participation in the corresponding New Welfare Plan begins Employee to be taken into account under such New Welfare Plan for purposes employed by the Selling Entities in respect of satisfying all deductible, co-payment, coinsurance the Business and maximum out-of-pocket requirements applicable to such Continuing (viii) the Selling Entities are not and have never been engaged in any dispute or litigation with an Employee and his of the Business or her covered dependents for former Employee of the applicable plan year as if such amounts had been paid in accordance with such New Welfare PlanBusiness regarding Intellectual Property matters. (c) As Severance Except as disclosed on Schedule 3.13(c), (i) none of the ClosingSelling Entities in respect of the Business has an established severance pay practice or policy; (ii) no Employee of the Business is entitled to any severance pay, Seller and its Affiliates bonus compensation, acceleration of payment or vesting of any equity interest, or other payment from the Selling Entities (other than accrued salary, vacation, or other paid time off in accordance with the Group Companiespolicies of the Selling Entities in respect of the Business) shall assume and/or retain sponsorship as a result of and be solely responsible for all Liabilities relating to or at any time arising under or in connection with the transactions contemplated by this Agreement or pursuant any Related Agreement or as a result of any termination by the Business on or after the Closing of any Person employed by the Selling Entities on or prior to any Employee Benefit Plan or other plan, program, arrangement, or agreement providing compensation or benefits to any current or former director, officer, employee or other service provider of Seller or its Affiliatesthe Transfer Date. (d) Nothing contained Indebtedness to Employees Except as otherwise disclosed on Schedule 3.13(d), none of the Selling Entities in this Section 7.3 or elsewhere in this Agreement, express or implied, shall confer upon respect of the Business is indebted to any current of the present or former Business Employee Employees in any amount whatsoever, other than for accrued wages, bonuses and related benefits and reasonable reimbursable business expenses incurred in the ordinary course of business. (e) Loans or Business Service Provider any right Advances to continued employment or service (or resumed employment or service) subsequent to the Closing. This Section 7.3 shall operate exclusively for the benefit Employees Except as otherwise disclosed on Schedule 3.13(e), none of the Parties Selling Entities has outstanding and not for the benefit unsatisfied, in whole or in part, any loan or advance to any of any other Person, including any current its present or former Business Employees or employees, other than reasonable advances for business and related expenses made in the Continuing Employees, which Persons shall have no rights to enforce this Section 7.3 ordinary course of this Agreement. Nothing in this Section 7.3 shall: business. (f) Collective Bargaining Agreements (i) create Set forth on Schedule 3.13(f) is a list and description of all collective bargaining or similar agreements between any third party rights in of the Selling Entities and any current group of Employees, union or former Business Employee or Business Service Provider (labor organization representing any Employees including any beneficiary works agreement. Except as otherwise disclosed on Schedule 3.13(f), no such agreement or dependent thereof) understanding is presently proposed or under discussion by the Selling Entities with Employees. The Selling Entities in respect of the Business do not have a duty to bargain with any other union or labor organization. (ii) Except as set forth on Schedule 3.13(f), the Selling Entities do not recognize a trade union nor have they done anything which might be treated construed as an amendment of recognition. The Selling Entities have not received any Employee Benefit Plan further application for recognition from a trade union. The Selling Entities do not have any other works or restrict supervisory council or other body representing Employees which has a right to be represented or attend at or participate in any board or council meeting or a right to be informed, consulted or make representations in relation to the ability Business. (iii) UNOVA UK has not received any employee request for information and consultation pursuant to Regulation 7 of the Parties or their Affiliates Information and Consultation of Employees Regulations 2004, regardless of whether the number of request is sufficient to amend, modify, discontinue or terminate comply with the requirement for a valid employee request under Regulation 7(2) of those regulations. UNOVA UK is not involved in any Employee Benefit Plan or any other employee benefit plan, practice or policy established or maintained by negations with Employees pursuant to the Parties or their AffiliatesInformation and Consultation of Employees Regulation 2004.

Employees; Employee Benefits. (a) For Parent agrees that during the 12-month period following commencing at the Closing Date and ending on December 31, 2018 (but not beyond the “Continuation Period”date on which the applicable Company Employee’s employment with the Company ends), Buyer shall provideParent shall, or shall cause the Surviving Company to continue providingto, to provide each individual employee of the Company who is a Business Employee as of remains employed by the Company immediately after the Closing (each, a the “Continuing Company Employee”): ) with: (i) a base salary or hourly wage rate, as applicable, that is at least equal to wages which are no less than the base salary or hourly wage rate wages provided by the Company to such Continuing Employee employee immediately prior to the Closing, ; and (ii) annual or other short-term cash bonus opportunities (for the avoidance of doubt, excluding equity retirement and equity based rights) welfare benefits that are substantially comparable in the aggregate to those provided by the Company to such Continuing Employee employee immediately prior to the Closing, and (iii) medical and defined contribution retirement benefits that are substantially comparable, in the aggregate, to those provided to similarly situated employees of Buyer or its Affiliates. If Buyer terminates, or causes the Company to terminate, any Continuing Employee in the 6-month period following the Closing Date (each, a “Terminated Employee”), Buyer or the Company, as the case may be, shall provide to such Terminated Employee the amount of severance, as determined by Buyer in good faith, to which such Terminated Employee would have been entitled under the Company’s existing severance plan in place as of the Closing Date. (b) For all purposes, including vesting, eligibility to participate and level of benefits (other than benefits under defined benefit pension plans) under the Employee Benefit Plans of Buyer or its Affiliates (as applicable) providing benefits to Continuing Employees after the Closing in which such Continuing Employees are eligible to participate (the “New Plans”), each Continuing Employee in such plans shall be credited with his or her years of service with the Company and its predecessors prior to the Closing, to the same extent as such Continuing Employee was entitled, before the Closing, to credit for such service under any similar Employee Benefit Plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Closing (such plans, collectively, the “Old Plans”); provided, however, that the foregoing shall not apply to the extent that its application would result in a duplication of benefits with respect to the same period of service. In addition, and without limiting the generality of the foregoing, Buyer shall undertake commercially reasonable efforts to provide that : (i) each Continuing Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Post-Closing Plans to the extent coverage under any such New Post-Closing Plan replaces coverage under any Old Employee Plan in which such Company Employee was participating immediately prior to the Closing; and (ii) for purposes of each New Post-Closing Plan providing medical, dental, pharmaceutical, vision, disability, life insurance pharmaceutical and/or other welfare vision benefits to any Continuing Employee (collectivelyCompany Employee, the “New Welfare Plans”), Buyer Parent shall use reasonable efforts to cause (A) all pre-existing conditionscondition exclusions, exclusions or limitations, eligibility waiting periods and actively-at-work requirements of any such New Welfare Plans Post-Closing Plan to be waived for such Continuing Company Employee and his or her covered dependents (to the extent such conditions, exclusions, limitations, periods and requirements were requirement was waived or satisfied as of immediately prior to the Closing under comparable Old Plans)Closing, and (B) Parent shall use reasonable efforts to cause, with respect to the plan year in which the Company Employee’s participation in such Post-Closing Plan begins, any eligible expenses incurred by each Continuing such Company Employee and his or her covered dependents under the corresponding Employee Plan during the portion of the such plan year of the Old Plan ending on through the date such Continuing Company Employee’s participation in the corresponding New Welfare such Post-Closing Plan begins to be taken into account under such New Welfare Post-Closing Plan for such plan year for purposes of satisfying all deductible, co-payment, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Company Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Welfare Post-Closing Plan. (c) As of the Closing, Seller and its Affiliates (other than the Group Companies) shall assume and/or retain sponsorship of and be solely responsible for all Liabilities relating to or at any time arising under or in connection with or pursuant to any Employee Benefit Plan or other plan, program, arrangement, or agreement providing compensation or benefits to any current or former director, officer, employee or other service provider of Seller or its Affiliates. (d) Nothing contained in this Section 7.3 or elsewhere in this Agreement, express or implied, shall confer upon any current or former Business Employee or Business Service Provider any right to continued employment or service (or resumed employment or service) subsequent to the Closing. This Section 7.3 shall operate exclusively for the benefit of the Parties and not for the benefit of any other Person, including any current or former Business Employees or the Continuing Employees, which Persons shall have no rights to enforce this Section 7.3 of this Agreement. Nothing in this Section 7.3 shall: (i) create any third party rights in any current or former Business Employee or Business Service Provider (including any beneficiary or dependent thereof) or (ii) be treated as an amendment of any Employee Benefit Plan or restrict the ability of the Parties or their Affiliates to amend, modify, discontinue or terminate any Employee Benefit Plan or any other employee benefit plan, practice or policy established or maintained by the Parties or their Affiliates.

Employees; Employee Benefits. The Company hereby covenants and agrees with Sxxxxxx and Bxxxx that: (a) For During the 12-month period following commencing on the Closing Date and ending on the date which is twelve (12) months after the “Continuation Period”)Closing Date, Buyer shall provideand/or Sangoma will, or shall will cause the applicable Company to continue providingMember to, to provide each individual employee of the Company Members who is a Business Employee as of remains employed immediately after the Closing (each, a “Continuing Employee”): ) with (i) a base salary or hourly wage rate, as applicable, that is at least equal to wages which are no less than the base salary or hourly wage rate wages provided by the Company Members immediately prior to the Closing and (ii) target annual incentive compensation opportunities which are, in each case, no less than the target annual incentive compensation opportunities provided by the Company Members to each such Continuing Employee immediately prior to the Closing, Closing Date and (iiiii) annual or other short-term cash bonus opportunities pension and welfare benefits and perquisites (for the avoidance of doubt, excluding equity and equity based rightsincluding severance benefits) that are substantially comparable similar to those provided to such Continuing Employee by the Company Members immediately prior to Closing, and (iii) medical and defined contribution retirement benefits that are substantially comparable, in the aggregate, to those provided to similarly situated employees of Buyer or its Affiliates. If Buyer terminates, or causes the Company to terminate, any Continuing Employee in the 6-month period following the Closing Date (each, a “Terminated Employee”), Buyer or the Company, as the case may be, shall provide to such Terminated Employee the amount of severance, as determined by Buyer in good faith, to which such Terminated Employee would have been entitled under the Company’s existing severance plan in place as of the Closing Date. (b) For all purposespurposes (including purposes of eligibility, including vesting, eligibility to participate vesting and level of benefits (other than benefits under defined benefit pension plansaccrual) under the Employee Benefit Plans employee benefit plans of Buyer or its Affiliates (and/or Sangoma, as applicable) , providing benefits to any Continuing Employees after following the Closing in which such Continuing Employees are eligible to participate Date (the “New Buyer Plans”), each such Continuing Employee in such plans shall be credited with his or her years of service with the Company Members and its predecessors prior to before the ClosingClosing Date, to the same extent as such Continuing Employee was entitled, entitled before the Closing, Closing Date to credit for such service under any similar Employee Benefit Plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Closing (such plansDate and shall also be credited with and carry-over of all vacation and paid time off accrued while employed by the Company Members or its respective predecessors, collectively, the “Old Plans”)as applicable; provided, however, that the foregoing shall not apply to the extent that its application would result in a duplication of benefits with respect to or the same period accrual of servicebenefits under a defined benefit pension plan or retiree health plan. In addition, and without Without limiting the generality of the foregoing, Buyer shall undertake commercially reasonable efforts to provide that (i) each Continuing Employee shall be immediately eligible to participate, participate without any waiting time, in any and all New Buyer Plans to the extent coverage under such Buyer Plan is comparable to any such New Benefit Plan replaces coverage under any Old in which the Continuing Employee participated before participating in the Buyer Plan and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical, vision, disability, life insurance and/or other welfare benefits to any Continuing Employee (collectively, the “New Welfare Plans”), Buyer shall cause (A) to be waived all pre-existing conditions, condition exclusions or and actively at work requirements and similar limitations, eligibility waiting periods and actively-at-work evidence of insurability requirements of such New Welfare under any Buyer Plans to be waived for such Continuing Employee and his or her covered dependents (to the extent such conditions, exclusions, limitations, periods and requirements were waived or satisfied as of immediately prior to by a Continuing Employee (or covered dependent thereof) before participating in the Closing under comparable Old Plans)Buyer Plan, and (B) any eligible covered expenses incurred by each any such Continuing Employee and his (or her covered dependents during the portion of the plan year of the Old Plan ending on the date such Continuing Employee’s participation dependent thereof) before participating in the corresponding New Welfare Buyer Plan begins to be taken into account under such New Welfare Plan for purposes of satisfying all applicable deductible, co-payment, coinsurance and maximum out-of-out of pocket requirements provisions under any applicable to such Continuing Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Welfare Buyer Plan. (c) As This Section 6.20 will be binding upon and inure solely to the benefit of each of the ClosingParties, Seller and its Affiliates (other than the Group Companies) shall assume and/or retain sponsorship of and be solely responsible for all Liabilities relating to or at any time arising under or in connection with or pursuant to any Employee Benefit Plan or other plan, program, arrangement, or agreement providing compensation or benefits to any current or former director, officer, employee or other service provider of Seller or its Affiliates. (d) Nothing contained nothing in this Section 7.3 or elsewhere in this Agreement6.20, express or implied, shall will confer upon any current other Person any rights or former Business Employee or Business Service Provider any right to continued employment or service (or resumed employment or service) subsequent to the Closing. This Section 7.3 shall operate exclusively for the benefit of the Parties and not for the benefit remedies of any other Person, including any current nature whatsoever under or former Business Employees or the Continuing Employees, which Persons shall have no rights to enforce this Section 7.3 by reason of this AgreementSection. Nothing contained herein, express or implied, will be construed to establish, amend, or modify any benefit plan, program, agreement, or arrangement. The Parties acknowledge and agree that the terms set forth in this Section 7.3 shall: (i) 6.20 will not create any third party rights right in any current or former Business Employee or Business Service Provider (including any beneficiary or dependent thereof) or (ii) be treated as an amendment of any Employee Benefit Plan or restrict the ability of the Parties or their Affiliates to amend, modify, discontinue or terminate any Employee Benefit Plan employee or any other employee benefit planPerson to any employment or continued employment with the Buyer, practice Sangoma, any Company Member or policy established or maintained by the Parties or any of their respective Affiliates.

Employees; Employee Benefits. (a) For the 12-month a period of six months following the Closing Date (the “Continuation Period”)Date, Buyer shall provideshall, or shall cause its Subsidiaries or the Company to, provide the Employees (other than the Employees set forth on Exhibit E) during that time with (A) respective base salaries that are not less than those provided by the Company to continue providing, to each individual who is a Business Employee as of the Closing (each, a “Continuing Employee”): (i) a base salary or hourly wage rate, as applicable, that is at least equal to the base salary or hourly wage rate provided to such Continuing Employee Employees immediately prior to the ClosingClosing Date and (B) employee benefits (other than equity compensation and except as otherwise provided herein, (ii) annual or other short-term cash incentive and bonus opportunities (for the avoidance of doubt, excluding equity and equity based rightsopportunities) that are substantially comparable to those the employee benefits provided by Buyer or its Subsidiaries to its or their similarly situated employees. For the calendar year in which the Closing Date occurs, Buyer shall, or shall cause its Subsidiaries or the Company to, provide each Employee who continues his or her employment until the date upon which bonuses for such Continuing Employee immediately prior to Closing, year are paid with an annual cash short-term incentive bonus opportunity that is not less than that provided by Buyer and (iii) medical and defined contribution retirement benefits that are substantially comparable, in the aggregate, to those provided its Subsidiaries to similarly situated employees of Buyer or its Affiliates. If Buyer terminates, or causes the Company to terminate, any Continuing Employee in the 6-month period following the Closing Date (each, a “Terminated Employee”), Buyer or the Company, as the case may be, shall provide to such Terminated Employee the amount of severance, as determined by Buyer in good faith, to which such Terminated Employee would have been entitled under the Company’s existing severance plan in place as of the Closing Dateemployees. (b) For all purposes, including vesting, The service of each Employee with the Company or its Subsidiaries prior to the Closing Date shall be treated as service with Buyer and its Subsidiaries for purposes of entitlement to paid time off and eligibility to participate and level of benefits (other than benefits under defined benefit pension plansvesting in Buyer’s 401(k) under the Employee Benefit Plans of Buyer plan. On or its Affiliates (as applicable) providing benefits to Continuing Employees after the Closing in which such Continuing Employees are eligible to participate (the “New Plans”), each Continuing Employee in such plans shall be credited with his or her years of service with the Company and its predecessors prior to the Closing, to the same extent as such Continuing Employee was entitled, before the Closing, to credit for such service under any similar Employee Benefit Plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Closing Date, Seller shall provide written notice to Buyer of all service credit described in the preceding sentence. As soon as reasonably practicable after the Closing Date and subject to Buyer’s receipt of appropriate paperwork, Buyer shall cause any tax-qualified defined contribution plan sponsored or maintained by Buyer or its Subsidiaries to accept any and all distributions (such including any outstanding plan loans) from any tax-qualified defined contribution plan sponsored or participated in by the Company which are considered “eligible rollover distributions” within the meaning of Section 402(c) of the Code if so directed by the Employees. (c) Following the Closing Date, Buyer shall, or shall cause its Subsidiaries or the Company to make reasonable efforts to waive any pre-existing condition exclusion under its employee benefit plans, collectivelyprograms, policies, practices and arrangements to the “Old Plans”)extent such exclusion was not imposed with respect to an Employee under the corresponding Employee Benefit Plan; provided, however, that the foregoing obligations of Buyer and its Subsidiaries shall not apply be limited to the extent that its application would result in a duplication of benefits with respect to the same period of service. In addition, and without limiting the generality of the foregoing, Buyer shall undertake commercially reasonable efforts to provide that (i) each Continuing Employee shall be immediately eligible to participate, without any waiting time, requesting in any and all New Plans to good faith that the extent coverage under any applicable insurer implement such New Plan replaces coverage under any Old Plan actions and (ii) for purposes of each New Plan providing medicalincurring any reasonable administrative costs related thereto, dental, pharmaceutical, vision, disability, life insurance and/or other welfare benefits to any Continuing Employee (collectively, the “New Welfare Plans”), Buyer shall cause (A) all pre-existing conditions, exclusions or limitations, eligibility waiting periods and actively-at-work requirements of such New Welfare Plans to be waived for such Continuing Employee and his or her covered dependents (to the extent such conditions, exclusions, limitations, periods and requirements were waived or satisfied as of immediately prior to the Closing under comparable Old Plans), and (B) any eligible expenses incurred by each Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such Continuing Employee’s participation in the corresponding New Welfare Plan begins to be taken into account under such New Welfare Plan for purposes of satisfying all deductible, co-payment, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Welfare Plan. (c) As of the Closing, Seller and its Affiliates (other than the Group Companies) shall assume and/or retain sponsorship of and be solely responsible for all Liabilities relating to or at any time arising under or in connection with or pursuant to any Employee Benefit Plan or other plan, program, arrangement, or agreement providing compensation or benefits to any current or former director, officer, employee or other service provider of Seller or its Affiliatesnecessary. (d) Nothing contained The provisions of this Section 7.3 are for the sole benefit of the parties to this Agreement and nothing in this Section 7.3 is intended or elsewhere shall be construed to require Buyer, the Company or any of their respective Subsidiaries or Affiliates to continue after the Closing Date the employment of any Person, including without limitation any Employee or any Person listed on Schedule 4.15(a)(i), or to otherwise interfere with any such entity’s right to terminate the employment of any Person, including without limitation any Employee or any Person listed on Schedule 4.15(a)(i), at will at any time after the Closing Date, with or without cause, with or without notice, or for any reason or no reason. Nothing in this Agreement, whether express or implied, shall confer upon any current or former Business Employee or Business Service Provider any right to continued employment or service (or resumed employment or service) subsequent to the Closing. This Section 7.3 shall operate exclusively for the benefit of the Parties and not for the benefit of any other Person, including any current or former Business Employees or the Continuing Employees, which Persons shall have no rights to enforce this Section 7.3 of this Agreement. Nothing in this Section 7.3 shall: (i) create any third party rights in any current or former Business Employee or Business Service Provider (including any beneficiary or dependent thereof) or (ii) be treated as constitute an amendment or modification to, or be construed as amending or modifying, any benefit plan, program or agreement sponsored, maintained or contributed to by Seller, the Company, Buyer, or any of their respective Affiliates or shall limit the right of Seller, the Company, Buyer, or any Employee Benefit Plan or restrict the ability of the Parties or their respective Affiliates to amend, modify, discontinue terminate or terminate otherwise modify any Employee Benefit Plan or any other employee such benefit plan, practice program or policy established or maintained by agreement after the Parties or their AffiliatesClosing Date.

Employees; Employee Benefits. (a) For the 12-month period As promptly as practicable, but no later than 45 days, following the Closing Date Closing, the Buyer (or the “Continuation Period”), Sub if designated by the Buyer) shall provide a list to the Seller of each employee of the Seller who has accepted the Buyer's (or the Sub's if designated by the Buyer) offer of employment and who shall become (and shall be deemed to have become) employed by the Buyer shall provide, (or shall cause the Company to continue providing, to each individual who is a Business Employee Sub if designated by the Buyer) effective as of the Closing (eacheach such employee, a “Continuing an "Affected Employee”): (i) a base salary or hourly wage rate"); PROVIDED, as applicableTHAT, that is at least equal to the base salary or hourly wage rate provided to such Continuing Employee immediately prior to the Closing the Buyer and the Sub are given reasonable access to the employment records for all employees (including, but not limited to, a list of all employees of the Seller along with salaries of each employee of the Seller) to the extent permitted under applicable law; and, PROVIDED, FURTHER, that immediately after the Closing, (ii) annual or other short-term cash bonus opportunities (the Buyer and the Sub are given reasonable access to such employees for the avoidance purpose of doubtconducting interviews. As soon as practicable after the Closing, excluding equity the Buyer (or the Sub if designated by the Buyer) or its affiliates shall provide Affected Employees who accept the Buyer's (or the Sub's if designated by the Buyer) offer of employment with salaries, incentive opportunities and equity based rights) that are substantially benefit plans, programs and arrangements comparable in the aggregate to those currently provided as of the date hereof by the Seller. Without limiting the generality of the preceding sentence, the foregoing is not intended to such Continuing Employee immediately prior to Closing, and (iii) medical and defined contribution retirement benefits that are substantially comparable, in require the aggregate, to those provided to similarly situated employees of Buyer or its Affiliates. If Buyer terminates, or causes the Company to terminate, any Continuing Employee in the 6-month period following the Closing Date (each, a “Terminated Employee”), Buyer or the Company, as the case may be, shall provide Sub to such Terminated Employee the amount modify any of severance, as determined by Buyer in good faith, to which such Terminated Employee would have been entitled under the Company’s their existing severance plan in place as of the Closing Dateemployee benefit plans or establish any new employee benefit plans. (b) For all purposesIf any Affected Employee becomes a participant in any employee benefit plan,practice or policy of the Buyer, including vestingthe Sub or any of their affiliates, eligibility to participate and level of benefits (other than benefits under defined benefit pension plans) under the such Affected Employee Benefit Plans of Buyer or its Affiliates (as applicable) providing benefits to Continuing Employees after the Closing in which such Continuing Employees are eligible to participate (the “New Plans”), each Continuing Employee in such plans shall be credited with his or her years of given credit under such plan for all service with the Company and its predecessors prior to the Closing, to the same extent as such Continuing Employee was entitled, before the Closing, to credit for such service under any similar Employee Benefit Plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Closing Date with the Seller (such plans, collectively, the “Old Plans”); provided, however, that the foregoing shall not apply to the extent that its application such credit was given by the Seller) for purposes of determining eligibility and vesting; PROVIDED, HOWEVER, such service need not be credited to the extent it would result in a duplication of benefits with respect to the same period of servicebenefits. In addition, and without limiting the generality of the foregoing, Buyer Such service also shall undertake commercially reasonable efforts to provide that (i) each Continuing Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under any such New Plan replaces coverage under any Old Plan and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical, vision, disability, life insurance and/or other welfare benefits to any Continuing Employee (collectively, the “New Welfare Plans”), Buyer shall cause (A) all pre-existing conditions, exclusions or limitations, eligibility waiting periods and actively-at-work requirements of such New Welfare Plans to be waived for such Continuing Employee and his or her covered dependents (to the extent such conditions, exclusions, limitations, periods and requirements were waived or satisfied as of immediately prior to the Closing under comparable Old Plans), and (B) any eligible expenses incurred by each Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such Continuing Employee’s participation in the corresponding New Welfare Plan begins to be taken into account under such New Welfare Plan apply for purposes of satisfying all deductibleany waiting periods, co-paymentevidence of insurability requirements, coinsurance or the application of any preexisting condition limitations. Affected Employees shall be given credit for amounts paid under a corresponding benefit plan during the same period for purposes of applying deductibles, copayments and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year maximums as if though such amounts had been paid in accordance with such New Welfare Plan. (c) As the terms and conditions of the Closing, Seller and its Affiliates (other than the Group Companies) shall assume and/or retain sponsorship of and be solely responsible for all Liabilities relating to comparable Buyer or at any time arising under or in connection with or pursuant to any Employee Benefit Plan or other plan, program, arrangement, or agreement providing compensation or benefits to any current or former director, officer, employee or other service provider of Seller or its Affiliates. (d) Nothing contained in this Section 7.3 or elsewhere in this Agreement, express or implied, shall confer upon any current or former Business Employee or Business Service Provider any right to continued employment or service (or resumed employment or service) subsequent to the Closing. This Section 7.3 shall operate exclusively for the benefit of the Parties and not for the benefit of any other Person, including any current or former Business Employees or the Continuing Employees, which Persons shall have no rights to enforce this Section 7.3 of this Agreement. Nothing in this Section 7.3 shall: (i) create any third party rights in any current or former Business Employee or Business Service Provider (including any beneficiary or dependent thereof) or (ii) be treated as an amendment of any Employee Benefit Plan or restrict the ability of the Parties or their Affiliates to amend, modify, discontinue or terminate any Employee Benefit Plan or any other Sub employee benefit plan, practice or policy established or maintained by the Parties or their Affiliates.

Employees; Employee Benefits. (a) For the 12-month period following On the Closing Date (Date, the “Continuation Period”Buyer shall offer employment to all Sellers' employees and certain Stockholder employees, as listed on Schedule 8.15(a), Buyer shall provideprovided such employees, or shall cause the Company other than those employees listed on Schedule 8.15(b) who continue to continue providing, to each individual who is a Business Employee as be out on leave of the Closing (each, a “Continuing Employee”): (i) a base salary or hourly wage rate, as applicable, that is at least equal to the base salary or hourly wage rate provided to such Continuing Employee immediately prior to the Closing, (ii) annual or other short-term cash bonus opportunities (for the avoidance of doubt, excluding equity and equity based rights) that are substantially comparable to those provided to such Continuing Employee immediately prior to Closing, and (iii) medical and defined contribution retirement benefits that are substantially comparable, in the aggregate, to those provided to similarly situated employees of Buyer or its Affiliates. If Buyer terminates, or causes the Company to terminate, any Continuing Employee in the 6-month period following the Closing Date (each, a “Terminated Employee”), Buyer or the Company, as the case may be, shall provide to such Terminated Employee the amount of severance, as determined by Buyer in good faith, to which such Terminated Employee would have been entitled under the Company’s existing severance plan in place absence as of the Closing Date, are available to begin work on the Closing Date. The Buyer's offers of employment shall be for positions comparable to those the employees held in the Sellers' business at a comparable salary. The Buyer's offers shall be for employment-at-will, and under such other terms and conditions as the Buyer normally applies to similarly-situated employees in its or its Affiliates' other businesses. For purposes of this Agreement, employees of the Sellers who accept employment with the Buyer shall be referred to as "Hired Employees. (b) For all purposes" As soon as practicable after the Closing, including vesting, eligibility to participate and level the account balances of benefits (other than benefits under defined benefit pension plans) the Hired Employees under the Sellers' 401(k) Plan shall be directly rolled over from the Sellers' 401(k) Plan to the Buyer's 401(k) Plan or, to the extent permitted under Code Sections 401(k) and 411(d)(6) and the regulations thereunder, shall be made available for distribution from the Seller's 401(k) Plan to the Hired Employees at their election, provided that Hired Employees with outstanding loans under Sellers' 401(k) Plan, must make such election, at their discretion, within 120 days from the Closing Date it being understood that the Buyer shall not assume the Sellers' Frozen Employee Benefit Plans of Buyer Deferred Compensation and Profit Sharing Plan, that the Seller intends to terminate such Plan before or its Affiliates (as applicable) providing benefits to Continuing Employees after the Closing in which and that the Buyer and the Seller will share equally all administrative costs and expenses associated with the termination of such Continuing Employees are eligible Plan. All direct rollovers of account balances from the Sellers' 401(k) Plan to participate (the “New Plans”), each Continuing Employee in such plans Buyer's 401(k) Plan shall be credited with his or her years of service with the Company made in cash and its predecessors prior promissory notes representing loans made to the ClosingHired Employees; PROVIDED, to the same extent as such Continuing Employee was entitled, before the Closing, to credit for such service under any similar Employee Benefit Plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Closing (such plans, collectively, the “Old Plans”); provided, howeverHOWEVER, that the foregoing shall not apply to the extent that its application would result in a duplication of benefits with respect to the same period of service. In addition, and without limiting the generality of the foregoing, Buyer shall undertake commercially reasonable efforts to provide that (i) each Continuing Hired Employee shall be immediately eligible permitted to participate, without any waiting time, in any and all New Plans transfer only one loan to the extent coverage under any such New Plan replaces coverage under any Old Plan and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical, vision, disability, life insurance and/or other welfare benefits to any Continuing Employee (collectively, the “New Welfare Plans”Buyer's 401(k), Buyer shall cause (A) all pre-existing conditions, exclusions or limitations, eligibility waiting periods and actively-at-work requirements of such New Welfare Plans to be waived for such Continuing Employee and his or her covered dependents (to the extent such conditions, exclusions, limitations, periods and requirements were waived or satisfied as of immediately prior to the Closing under comparable Old Plans), and (B) any eligible expenses incurred by each Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such Continuing Employee’s participation in the corresponding New Welfare Plan begins to be taken into account under such New Welfare Plan for purposes of satisfying all deductible, co-payment, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Welfare Plan. (c) As of the Closing, Seller and its Affiliates (other than the Group Companies) shall assume and/or retain sponsorship of and be solely responsible for all Liabilities relating to or at any time arising under or in connection with or pursuant to any Employee Benefit Plan or other plan, program, arrangement, or agreement providing compensation or benefits to any current or former director, officer, employee or other service provider of Seller or its Affiliates. (d) Nothing contained in this Section 7.3 or elsewhere in this Agreement, express or implied, shall confer upon any current or former Business Employee or Business Service Provider any right to continued employment or service (or resumed employment or service) subsequent to the Closing. This Section 7.3 shall operate exclusively for the benefit of the Parties and not for the benefit of any other Person, including any current or former Business Employees or the Continuing Employees, which Persons shall have no rights to enforce this Section 7.3 of this Agreement. Nothing in this Section 7.3 shall: (i) create any third party rights in any current or former Business Employee or Business Service Provider (including any beneficiary or dependent thereof) or (ii) be treated as an amendment of any Employee Benefit Plan or restrict the ability of the Parties or their Affiliates to amend, modify, discontinue or terminate any Employee Benefit Plan or any other employee benefit plan, practice or policy established or maintained by the Parties or their Affiliates.

Employees; Employee Benefits. (a) For Not less than five Business Days prior to the 12Closing Date, HD Supply will update Schedule 3.18(c) to reflect any changes that have occurred after the date hereof (in compliance with Section 5.1) and deliver such updated Schedule to Buyer. (b) Not less than ten days prior to the Closing Date, Buyer will make an offer of employment commencing as of the Closing Date to each of the then-month period current Employees, whether salaried or hourly (including any such Employee who is absent due to vacation, holiday, illness, disability or other approved leave of absence) who is not already employed by the Acquired Companies, in the same initial job or position and same initial location as in effect immediately prior to the Closing Date, and (i) at an initial salary or wage level and target bonus opportunity at least equal to the salary or wage level and target bonus opportunity to which such Employees were entitled immediately prior to the Closing Date and (ii) with benefits, perquisites and other terms and conditions of employment that are substantially comparable in the aggregate to the benefits, perquisites and other terms and conditions that such Employees were receiving from Sellers and their Affiliates immediately prior to the Closing Date (including benefits pursuant to qualified retirement and savings plans, and active-employee medical, dental and pharmaceutical plans and programs, but excluding deferred compensation and equity-based compensation and post-employment health or defined benefit pension benefits). (c) Unless otherwise prohibited by applicable Law, it is intended that acceptance of such offers of employment may be evidenced by either alternative acceptance or the Employees’ attendance at work on the Closing Date (or, if applicable, upon expiration of leave or return to work disability). If requested in writing by Buyer, HD Supply or its Affiliates will advise the Employees who receive the offer referred to in Section 5.9(b) but decline or fail to accept such offer that they will not be entitled to severance pay or termination benefits from HD Supply or its Affiliates if their employment is subsequently terminated by HD Supply and its Affiliates in light of the covenants of Buyer herein. (d) All Employees who are employed by the Acquired Companies as of the Closing Date or who accept offers of employment with Buyer are referred to herein as “Transferred Employees.” Buyer and its Affiliates will provide each Transferred Employee, for not less than 12 months following the Closing Date (the “Continuation Period”), Buyer shall provide, or shall cause the Company to continue providing, to each individual who is a Business Employee as of the Closing (each, a “Continuing Employee”): (i) a base salary or hourly wage rate, as applicable, that is wages and target bonus opportunity at least equal to the base salary or hourly wage rate provided wages and target bonus opportunity to which such Continuing Transferred Employee was entitled immediately prior to the ClosingClosing Date and (ii) benefits, perquisites and other terms and conditions of employment that in the aggregate are at least as favorable as the benefits, perquisites and other terms and conditions that such Transferred Employee was receiving from HD Supply and its Affiliates immediately prior to the Closing Date (including benefits pursuant to qualified retirement and savings plans, and active-employee medical, dental and pharmaceutical plans and programs, but excluding deferred compensation and equity-based compensation and post-employment health or defined benefit pension benefits) (clause (i) and (ii), collectively, the “Comparability Requirement”), provided that Buyer will not be required to comply with the Comparability Requirement if Buyer determines in good faith that such non-compliance with the Comparability Requirement is reasonably necessary in light of the then-current operating conditions and developments with respect to the Business as a result of COVID-19. Notwithstanding the foregoing provisions of this Section 5.9, Buyer will have no liability or obligation to directly provide short-term or long-term disability benefits to any Employee or Former Employee who is receiving short-term or long-term disability benefits as of the Closing pursuant to a contract of insurance maintained under a Seller Benefit Plan if the provision of such benefits to such Employee or Former Employee by Buyer would be on a self-insured basis, and HD Supply and its Affiliates will retain all liabilities and obligations for directly providing such benefits, but will be reimbursed by Buyer for any such liabilities and obligations which are self-insured by HD Supply or its Affiliates; provided, that on the first day at or after the Closing that Buyer has obtained insurance for such benefits to the Employees and Former Employees, this sentence will no longer be applicable to the extent of the insurance so obtained; and provided, further, that this sentence will also cease to be applicable if HD Supply provides Buyer with written assurances from its current insurer (in the same manner as was provided to HD Supply in connection with the Spinoff) that such insurance will be available to Buyer after the Closing with respect to the Employees and Former Employees (such transfer of liability to Buyer, the “Disability Transfer”). (e) Notwithstanding the foregoing provisions of this Section 5.9, the terms and conditions of employment of Employees covered by a collective bargaining agreement will, following the Closing Date, continue to be governed by such collective bargaining agreement (as may be amended or modified following the Closing Date. (f) Without limiting the generality of the foregoing provisions of this Sections 5.9: (i) Buyer will assume all liabilities to provide, and will provide, welfare benefits, effective on the Closing Date, including continuation coverage pursuant to Section 4980B of the Code and Section 601 of ERISA to persons whose “qualifying event” occurs on or before the Closing Date, with respect to any Employee or Former Employee and the “qualified beneficiaries” of any such Employee or Former Employee with “qualifying event” and “qualified beneficiaries” defined under Section 4980B of the Code and Section 601 of ERISA (all such welfare benefits to be provided effective on the Closing Date, whether or not an election for such continuation coverage is in effect on such date) (the “COBRA Requirement”), (ii) annual Buyer will cause the benefit plans applicable to the Transferred Employees to recognize all previous service with HD Supply or other short-term cash bonus opportunities (its Affiliates, and such entities’ predecessor entities for the avoidance purpose of doubtdetermining eligibility for and entitlement to succeeding benefits, including vesting (excluding equity and equity based rights) that are substantially comparable to those provided to such Continuing Employee immediately prior to Closingfor purposes of post-employment health benefits or defined benefit pension benefits, and other than where such crediting would result in a duplication of benefits for the same period of service), (iii) medical Buyer will cause the benefit plans applicable to the Transferred Employees to recognize all costs and defined contribution retirement benefits that are substantially comparableexpenses incurred by the Transferred Employees (and their dependents and beneficiaries) up to (and including) the Closing Date, in for purposes of satisfying applicable deductible, co-payment, coinsurance, maximum out-of-pocket provisions and like adjustments or limitations on coverage under any such benefit plan, and to waive any preexisting condition, evidence of insurability, good health or actively-at-work exclusions for the aggregateTransferred Employees, (iv) for the Continuation Period, the vacation and holiday plan offered to those provided Transferred Employees will be equal to similarly situated employees of Buyer what HD Supply or its Affiliates. If Buyer terminates, as applicable, would have provided the Transferred Employees had they remained employees of HD Supply or causes the Company to terminate, any Continuing Employee in the 6-month period following the Closing Date (each, a “Terminated Employee”), Buyer or the Companyits Affiliates, as the case may be, shall provide and (v) Buyer will maintain during the Continuation Period the same severance arrangements applicable to the Transferred Employees that were in effect immediately before the Closing Date (the “Seller Severance Arrangements”). Exhibit 5.9(f) attached hereto sets forth the details of the Seller Severance Arrangements applicable to the Transferred Employees. (g) Buyer will make available to each Transferred Employee such number of unused vacation days and other paid time off accrued by such employee with HD Supply or any Affiliate of HD Supply prior to the Closing Date in accordance with applicable personnel policies applicable to such Terminated employees on the date hereof. (h) Each Employee or Former Employee who is a participant in the amount of severanceHD Supply 401(k) Retirement Plan (the “Seller Savings Plan” and each such participant, as determined by Buyer in good faith, a “Savings Plan Participant”) will cease to which be an active participant under such Terminated Employee would have been entitled under the Company’s existing severance plan in place effective as of the Closing Date. Effective as of the Closing Date, Buyer will have in effect a defined contribution plan that is qualified under Section 401(a) of the Code and that includes a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code with terms and conditions equivalent to the Seller Savings Plan (the “Buyer Savings Plan”) in which the Savings Plan Participants will be eligible to participate. As soon as practicable following the Closing Date, the Seller Savings Plan will transfer to the Buyer Savings Plan in a transfer in compliance with Section 414(l) of the Code, and Buyer agrees to cause the Buyer Savings Plan to accept each Savings Plan Participant’s account balance (including promissory notes evidencing all outstanding loans and subject to any qualified domestic relations orders pursuant to Section 414(p) of the Code) under the Seller Savings Plan as of the valuation date next preceding the date of transfer. Such transfer will be subject to HD Supply’s receipt from Buyer of a current determination letter from the IRS that the Buyer Savings Plan is qualified under Sections 401(a) and 401(k) of the Code and, if necessary, such further information satisfactory to HD Supply that the Buyer Savings Plan is so qualified. Following such transfer, Buyer and its controlled Affiliates will assume all liabilities of HD Supply and its Affiliates under the Seller Savings Plan to provide benefits to or on behalf of the Savings Plan Participants to the extent of the account balances so transferred, and neither the Seller Savings Plan nor HD Supply nor its Affiliates will have any obligation to Buyer or any Affiliate of Buyer or with respect to any Savings Plan Participant with respect to the account balances so transferred. (bi) For Following the Closing Date, HD Supply will use commercially reasonable efforts to cause Buyer to receive the benefit of any “stop loss” insurance maintained by HD Supply or its Affiliates in respect of catastrophic medical claims incurred prior to the Closing Date and for which Buyer has the liability under this Agreement, but Buyer will reimburse HD Supply for all purposesreasonable and documented third-party costs and expenses (including, if applicable, premium increases) incurred as a result thereof. (j) Effective as of the Closing Date, Buyer will (or will cause one or more of the Acquired Companies to) assume all benefit plans established and vendor Contracts entered into for the Business in connection with the Spinoff. Following the date hereof, HD Supply and its Affiliates will cooperate with Buyer and its Affiliates (including vestingthe Acquired Companies) with respect to (i) the provision by HD Supply or its Affiliates of information reasonably requested by Buyer with respect to the Seller Benefit Plans in which the Employees historically participated so as to permit Buyer to replicate such plans and/or one or more features thereof prior to the Closing Date, eligibility (ii) the provision by HD Supply or its Affiliates of information reasonably requested by Buyer with respect to participate Buyer’s assumption of all benefit plans established and level vendor Contracts entered into for the Business in connection with the Spinoff, so as to permit Buyer to administer such plans or replicate one or more features thereof following the Closing Date, and (iii) making available to Buyer knowledgeable payroll and HR personnel on reasonable notice, and facilitating access to applicable vendors, so that Buyer can prepare, distribute and collect employee communications to the Transferred Employees prior to Closing concerning enrollment choices and can reflect such choices in payroll prior to Closing. If, prior to the Closing Date, any of benefits (other than benefits under defined benefit pension plans) under the Employee Benefit Plans of and human resource/information system functions reasonably necessary for Buyer to comply with the Disability Transfer, the Comparability Requirement (in whole or its Affiliates (as applicablein part) providing benefits to Continuing Employees after or the Closing in which such Continuing Employees are eligible to participate COBRA Requirement (the “New PlansCritical Day One HR Operations”), each Continuing Employee in such plans shall be credited with his or her years of service with the Company and its predecessors prior to the Closing, to the same extent as such Continuing Employee was entitled, before the Closing, to credit for such service under any similar Employee Benefit Plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Closing (such plans, collectively, the “Old Plans”); provided, however, that the foregoing shall ) has not apply to the extent that its application would result in been fully established on a duplication of benefits standalone basis with respect to the same period of service. In additionBusiness, and without limiting HD Supply will, to the generality of the foregoingextent legally permissible, Buyer shall undertake commercially use reasonable efforts to provide that (i) each Continuing Employee shall transition services under the Transition Services Agreement as to any Critical Day One HR Operations not so established until such time as the Buyer or the Acquired Companies has established the Critical Day One HR Operations on a standalone basis. The fees for any such transition services will be immediately eligible to participate, without any waiting time, in any and all New Plans equal to the extent coverage under any such New Plan replaces coverage under any Old Plan costs and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical, vision, disability, life insurance and/or other welfare benefits to any Continuing Employee (collectively, the “New Welfare Plans”), Buyer shall cause (A) all pre-existing conditions, exclusions or limitations, eligibility waiting periods and actively-at-work requirements of such New Welfare Plans to be waived for such Continuing Employee and his or her covered dependents (to the extent such conditions, exclusions, limitations, periods and requirements were waived or satisfied as of immediately prior to the Closing under comparable Old Plans), and (B) any eligible expenses incurred by each Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date HD Supply in providing such Continuing Employee’s participation in the corresponding New Welfare Plan begins to be taken into account under such New Welfare Plan for purposes of satisfying all deductible, co-payment, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Welfare Planservices. (ck) As No provision of the Closing, Seller and its Affiliates (other than the Group Companies) shall assume and/or retain sponsorship of and be solely responsible for all Liabilities relating this Section 5.9 is intended to or at any time arising under or in connection with or pursuant will be construed to any Employee Benefit Plan or other plan, program, arrangement, or agreement providing compensation or benefits to any current or former director, officer, employee or other service provider of Seller or its Affiliates. (d) Nothing contained in this Section 7.3 or elsewhere in this Agreement, express or implied, shall confer upon any current or former Business Employee or Business Service Provider any right to continued employment or service (or resumed employment or service) subsequent to the Closing. This Section 7.3 shall operate exclusively for the benefit of the Parties and not for the benefit of any other Person, including any current or former Business Employees or the Continuing Employees, which Persons shall have no rights to enforce this Section 7.3 of this Agreement. Nothing in this Section 7.3 shall: (i) create any third third-party enforcement rights in any current or former Business Employee or Business Service Provider (including any beneficiary or dependent thereof) or other Person, (ii) be treated as an amendment of amend any Employee Benefit Plan or restrict the ability of the Parties or their Affiliates to amend, modify, discontinue or terminate any Employee Benefit Plan or any other employee benefit plan, practice program, policy or arrangement, (iii) require Buyer, HD Supply or any Affiliate of either of them to continue any employee benefit plan, program, policy established or maintained by arrangement beyond the Parties time when it otherwise lawfully could be terminated or their Affiliatesmodified, or (iv) provide any Employee or any Transferred Employee with any rights to continued employment with any Person.

Employees; Employee Benefits. (a) For the 12-month period following the Closing Date (the “Continuation Period”Except as set forth on Schedule 7.17(a), Buyer shall provide, or shall cause the Company to continue providing, to each individual who is a Business Employee effective as of the Closing, Purchaser shall, and shall cause its Affiliates to, continue the employment of each employee of HLI Mexico and the Companies who was employed by any such entities immediately prior to the Closing (each, a “the "Continuing Employee”): (iEmployees") a base on terms and conditions with respect to salary or hourly wage rate, and wages that are substantially similar to those terms and conditions in effect as applicable, that is at least equal to the base salary or hourly wage rate provided to such Continuing Employee of immediately prior to the Closing. For a period of no less than six months immediately following the Closing Date, Purchaser shall, and shall cause its Affiliates to, provide the Continuing Employees with employee benefits (iiincluding, but not limited to, incentive programs (other than equity participation or stock option programs), health and welfare benefits (other than retiree medical benefits) annual or other short-term cash bonus opportunities (for the avoidance of doubt, excluding equity and equity based rightsretirement programs) that are substantially comparable to those provided to such Continuing Employee immediately prior to Closing, and (iii) medical and defined contribution retirement benefits that are substantially comparableare, in the aggregate, substantially similar to those provided to similarly situated employees the Continuing Employees as of Buyer the date hereof, except that Purchaser shall not be required to establish or maintain any defined benefit pension plan or to make any employer contribution to any retirement plan or program, if and to the extent applicable, to any Continuing Employee. Nothing in this Agreement shall be construed as prohibiting Purchaser or any of its Affiliates. If Buyer terminates, or causes Affiliates from terminating the Company to terminate, employment of any Continuing Employee in the 6-month period for any reason (or for no reason) following the Closing Date (each, a “Terminated Employee”), Buyer or the Company, as the case may be, shall provide to such Terminated Employee the amount of severance, as determined by Buyer in good faith, to which such Terminated Employee would have been entitled under the Company’s existing severance plan in place as of the Closing Date. (b) For all purposesPurchaser shall, including vestingand shall cause its Affiliates to, eligibility to participate cause those employee benefit plans, programs, agreements and level arrangements of benefits (other than benefits under defined benefit pension plans) under the Employee Benefit Plans of Buyer or Purchaser and its Affiliates (the "Purchaser Plans") to credit each Continuing Employee's service with any Seller and its Affiliates, or any predecessor employers, to a Seller or an Affiliate of a Seller, to the extent credited under the analogous Plans, as applicable) providing benefits service with Purchaser and its Affiliates for purposes of vesting and eligibility under the Purchaser Plans in which a Continuing Employee becomes eligible to Continuing Employees participate after the Closing in which such Continuing Employees are eligible to participate (Date and for purposes of determining the “New Plans”), each Continuing Employee in such plans shall be credited with his or her years amount of service with the Company and its predecessors prior to the Closing, to the same extent as such Continuing Employee was entitled, before the Closing, to credit for such service benefits under any similar Employee Benefit Purchaser Plan in which such Continuing Employee participated or was eligible to participate immediately prior to that provides for severance, disability, vacation, paid time off and the Closing (such plans, collectively, the “Old Plans”)like; provided, however, that in no event shall the foregoing shall not apply Continuing Employees be entitled to any credit to the extent that its application it would result in a duplication of benefits with respect to the same period of service. In additionPurchaser shall, and without limiting shall cause its Affiliates to, from and after the generality of the foregoingClosing Date, Buyer shall undertake commercially reasonable efforts to provide that (i) each Continuing Employee shall be immediately eligible to participate, without any waiting time, in cause any and all New Plans pre-existing condition limitations, eligibility waiting periods, active employment requirements and requirements to show evidence of good health under the Purchaser Plans, to the extent coverage that such conditions, exclusions and waiting periods would have been waived or satisfied under the analogous Plan in which any such New Plan replaces coverage under any Old Plan Continuing Employee participated immediately prior to the Closing Date, to be waived with respect to Continuing Employees (and their spouses and eligible dependents) who become participants in such Purchaser Plans and (ii) give credit for purposes of or otherwise take into account under the Purchaser Plans the out-of-pocket expenses and annual expense limitation amounts paid by each New Plan providing medical, dental, pharmaceutical, vision, disability, life insurance and/or other welfare benefits to any Continuing Employee under the analogous Plan for the year in which the Closing Date occurs. Sellers shall be responsible for claims submitted under its self-insured medical and dental plans by Continuing Employees (collectively, the “New Welfare Plans”and their spouses and dependants), Buyer shall cause (A) all pre-existing conditions, exclusions or limitations, eligibility waiting periods and actively-at-work requirements of such New Welfare Plans to be waived for such Continuing Employee and his or her covered dependents (but only to the extent such conditionsindividuals are participants in the respective plan, exclusionssuch claims are incurred prior to Closing (e.g., limitationsfor services and prescriptions provided to such participants prior to Closing) and such claims are submitted in accordance with the terms of the respective plan, periods whether such claims are submitted by the participants before or after the Closing Date. Sellers shall be responsible for workers compensation claims, but only to the extent such claims are incurred prior to Closing (e.g., for incidents occurring prior to Closing), whether such claims are submitted before or after the Closing Date. The Companies shall cooperate with Sellers and requirements were waived such Continuing Employees to return them to work on light or satisfied other duty in accordance with the Companies' past practices. (c) For a period of at least six months immediately following the Closing Date, Purchaser shall, and shall cause its Affiliates to, provide severance benefits to the Continuing Employees that are no less favorable than (i) those provided to such Continuing Employees as of immediately prior to the Closing under comparable Old Plans), and Date or (Bii) any eligible expenses incurred by each Continuing Employee and his or her covered dependents during the portion those provided to similarly situated employees of the plan year of the Old Plan ending on the date such Continuing Employee’s participation in the corresponding New Welfare Plan begins to be taken into account under such New Welfare Plan for purposes of satisfying all deductible, co-payment, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Welfare Plan. (c) As of the Closing, Seller Purchaser and its Affiliates (other than from time to time, whichever provides the Group Companies) shall assume and/or retain sponsorship of and be solely responsible for all Liabilities relating greater benefit to or at any time arising under or in connection with or pursuant to any Employee Benefit Plan or other plan, program, arrangement, or agreement providing compensation or benefits to any current or former director, officer, employee or other service provider of Seller or its Affiliatesthe Continuing Employees. (d) Nothing contained in this Section 7.3 or elsewhere in this Agreement, express or implied, shall confer upon any current or former Business Employee or Business Service Provider any right to continued employment or service (or resumed employment or service) subsequent to the Closing. This Section 7.3 shall operate exclusively for the benefit Effective as of the Parties and not for Closing Date, Continuing Employees shall no longer actively participate in the benefit Hayes Lemmerz International, Inc. Retirement Savings Plan (the "Sellxxx' Savings Plan"). Purchaser shall adopt, or if it has previously adopted shall designate, a tax-qualified defined contribution plan of any other PersonPurchaser or one of its Affiliates (such plan(s), including any current or former Business Employees or the Continuing Employees, which Persons shall have no rights to enforce this Section 7.3 of this Agreement. Nothing in this Section 7.3 shall: "Purchaser's Savings Plan") that either (i) create any third party rights in any current or former Business Employee or Business Service Provider provides for the receipt from Continuing Employees of "eligible rollover distributions" (including any beneficiary or dependent thereofas such term is defined under Section 402 of the Code) or (ii) shall be treated amended as an amendment soon as practicable following the Closing Date to provide for the receipt from the Continuing Employees of eligible rollover distributions. As soon as practicable following the Closing Date, Purchaser shall provide Sellers with such documents and other information as Sellers shall reasonably request to assure themselves that the Purchaser's Savings Plan is tax-qualified and provides for the receipt of eligible rollover distributions and (y) Sellers shall provide Purchaser with such documents and other information as Purchaser shall reasonably request to assure itself that the accounts of the Continuing Employees would be eligible rollover distributions. Each Continuing Employee who is a participant in the Sellers' Savings Plan shall be given the opportunity to receive a distribution of his or her account balance and shall be given the opportunity to elect to "roll over" such account balance to the Purchaser's Savings Plan, subject to and in accordance with the provisions of such plan(s) and applicable Law. Sellers shall provide Purchaser with copies of such personnel and other records pertaining to the Continuing Employees and such records of any Employee Benefit agent or representative of Sellers pertaining to the Continuing Employees and such records of any agent or representative of Sellers, in each case, pertaining to the Sellers' Savings Plan or restrict and as Purchaser may reasonably request in order to administer and manage the ability accounts and assets rolled over to Purchaser's Savings Plan. (e) Pursuant to the Motor Wheel Retiree Plans (the "Retiree Medical Plan") certain of the Parties Continuing Employees and retired employees at the Berea facility (the "Participants") receive life insurance benefits and credits (collectively, the "Retiree Medical Benefits") which are based on (i) the Medicare status of the Participant and his or her spouse and (ii) the Participant's years of service at the Berea facility, which credits are applied towards the purchase of medical insurance. For a period of ten years following the Closing, (i) Sellers shall make available to the Participants Retiree Medical Benefits (if any) as are similar to other retiree medical benefits of Sellers and their Affiliates offered to amendemployees under other retiree medical plans for non-represented employees of Sellers and their Affiliates retiring on or after January 1, modify1995 (the "Similar Plans") and (ii) Sellers shall not make changes to the Retiree Medical Benefits and the Retiree Medical Plan, discontinue except to the extent and in the manner that Sellers make changes to all such Similar Plans. Purchaser shall pay, in consideration of the Retiree Medical Benefits that will accrue to the benefit of the Participants, $50,000 to Sellers on each six-month anniversary of the Closing Date through the tenth annual anniversary thereof as long as Sellers comply with the covenant contained in the preceding sentence. Purchaser shall deliver to Sellers a standby letter of credit in form and substance reasonably satisfactory to Sellers and Purchaser (the "Standby Letter of Credit") which (i) may be drawn upon by Sellers in the event, but only to the extent of, Purchaser's failure to pay any amount that is otherwise due and payable by Purchaser to Sellers under this Section 7.17(e) and (ii) shall initially be in the amount of $1,000,000 subject to automatic reduction, dollar for dollar, by the amounts paid by Purchaser to Sellers pursuant to this Section 7.17(e). Sellers agree to indemnify, defend and hold harmless Purchaser and each of the Companies from and against any and all losses, liabilities, expenses (including reasonable attorneys' fees), claims and damages asserted against, resulting to, imposed upon or terminate any Employee Benefit Plan suffered by them, or any other employee benefit planone of them, practice as and when incurred, arising out of or policy established related to any claim related to the Retiree Medical Benefits under the Retiree Medical Plan before or maintained after the Closing. If the Sellers reduce the Retiree Medical Benefits provided under the Retiree Medical Plan consistent with the provisions of the second sentence of this Section 7.17(e), Purchaser's payment obligation to Sellers under this Section 7.17(e) and the then-outstanding amount of the Standby Letter of Credit shall be reduced by a percentage equal to the Parties or their Affiliatespercentage that the actuarial present value of the remaining Retiree Medical Benefits under the Retiree Medical Plan have been reduced by Sellers.