Common use of Employees; Employee Benefits Clause in Contracts

Employees; Employee Benefits. (a) On and after the Closing, Purchaser shall cause the Surviving Corporation to maintain plans for the benefit of the Retained Employees which provide benefits that are not less favorable in the aggregate to such employees than the benefits provided under the Plans as of the Closing for a period of not less than one year following the Closing. On and after the Closing, Purchaser shall cause the Surviving Corporation to establish or maintain, on behalf of the Retained Employees, for a period not less than one year following the Closing (i) employee benefit plans or arrangements which provide benefits that are not less favorable in the aggregate than the benefits provided under the Plans as of the Closing, and (ii) incentive compensation and bonus plans or arrangements which provide payments not less than, and are administered consistently with, the incentive compensation and bonus Plans as of the Closing. (b) With respect to each employee benefit plan, practice or policy of Purchaser or any of its Affiliates, each Retained Employee shall be given credit under such plan practice or policy for all service with the Company or any Company Subsidiary or any predecessor employer (to the extent such credit was given by the Company or Company Subsidiary or any predecessor employer under a comparable Plan), for purposes of determining eligibility and vesting and for all other purposes for which such service is either taken into account or recognized (except where such credit would result in duplication of accrued benefits under the Plans). Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations. Retained Employees shall be given full credit for amounts paid under any Plan during the same calendar year in which they commence participation in a comparable employee benefit plan of Purchaser for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the comparable employee benefit plan of Purchaser.

Employees; Employee Benefits. (a) On Effective from and after the ClosingClosing Date, Purchaser shall the Buyer shall: (i) cause the Surviving Corporation Business Employees whom shall continue to maintain plans for be employed by the benefit of the Retained Employees which provide benefits that are not less favorable in the aggregate to such employees than the benefits provided under the Plans as of the Closing for a period of not less than one year following the Closing. On and after the Closing, Purchaser shall cause the Surviving Corporation to establish or maintain, on behalf of the Retained Employees, for a period not less than one year Company following the Closing (i) employee benefit plans or arrangements which provide benefits that are not less favorable in the aggregate than the benefits provided under the Plans as of the Closing“Continuing Employees”), and (ii) incentive compensation and bonus plans or arrangements which provide payments not less than, and are administered consistently with, the incentive compensation and bonus Plans as of the Closing. (b) With respect to each employee benefit plan, practice or policy of Purchaser or any of its Affiliates, each Retained Employee shall be given credit under such plan practice or policy for all service with the Company and its respective Affiliates and predecessor entities for all purposes (including, but not limited to, eligibility to participate, vesting credit, entitlement to benefits and benefit accrual) under any employment or any Company Subsidiary employee benefit plans, programs or any predecessor employer (policies providing benefits to the extent such Continuing Employees (including those providing for severance, vacation and other paid time-off) on or after the Closing Date; (ii) waive any pre-existing exclusion requirements or waiting periods under all employee health or other welfare benefit plans continued, established or maintained on or after the Closing Date for the benefit of the Continuing Employees (and their dependents); and (iii) credit was given by the Continuing Employees (and their dependents) for any eligible expenses incurred under all employee health or other welfare benefit plans of the Company or Company Subsidiary or any predecessor employer under a comparable Plan), for purposes of determining eligibility and vesting and for all other purposes for which such service is either taken into account or recognized (except where such credit would result in duplication of accrued benefits under the Plans). Such service also shall apply for purposes of satisfying any waiting periodsall deductible, evidence coinsurance and maximum out of insurability requirements, or pocket requirements applicable to the application Continuing Employees (and their dependents) under the corresponding health and welfare benefit plans of the Company. Nothing contained in this Section 6.2 shall (i) be treated as an amendment of any preexisting condition limitations. Retained Employees shall be given full credit for amounts paid under any Plan during the same calendar year in which they commence participation in a comparable employee benefit plan or compensatory arrangement, (ii) give any Continuing Employee any right to enforce, or make any Continuing Employee a third-party beneficiary of, the provisions of Purchaser Section 6.2, or (iii) obligate the Buyer or any of its Affiliates to retain the employment of any particular Continuing Employee for purposes any specified period of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with time following the terms and conditions of the comparable employee benefit plan of PurchaserClosing Date.

Employees; Employee Benefits. (a) On From the Closing Date until December 31, 2015, the Surviving Corporation shall provide to each Continued Employee compensation and after benefits that are substantially comparable, in the Closingaggregate, Purchaser shall to the aggregate compensation and benefits that were provided to such employee on the Closing Date. (b) Effective as of the Closing Date, Parent hereby undertakes to cause the Surviving Corporation to maintain plans pay, perform and discharge when due all liabilities in respect of employees, including Continued Employees and former employees of the Surviving Corporation, under any Company Plan for and with respect to periods ending after the Closing Date, whether asserted prior to, on or after the Closing Date (including any Liability to make any contributions to any Company Plans to the extent such Liability did not arise on or prior to the Closing Date). (c) To the extent permitted by applicable Law, Parent or the Surviving Corporation, as applicable, shall use commercially reasonable efforts to credit each Continued Employee with such number of unused vacation days and other paid time off accrued by such employee with the Company or any of its Subsidiaries prior to the Closing Date in accordance with the Company’s or any of its Subsidiaries’ or any of such Subsidiaries’ personnel policies applicable to such employees on the date hereof, copies of which have been made available to Parent and XxxxxxXx. (x) This Section 6.8 shall operate exclusively for the benefit of the Retained Employees which provide benefits that are Parties to this Agreement and not less favorable for the benefit of any other Person, including any employee, consultant, former employee or independent contractor or other Person who performs or performed services for the Company. Nothing contained in the aggregate to such employees than the benefits provided under the Plans as of the Closing for a period of not less than one year following the Closing. On and after the Closing, Purchaser this Section 6.8 shall cause the Surviving Corporation to establish or maintain, on behalf of the Retained Employees, for a period not less than one year following the Closing (i) be treated as an amendment to any Company Plan or any employee benefit plans or arrangements which provide benefits that are not less favorable in the aggregate than the benefits provided under the Plans as plan of the Closing, and (ii) incentive compensation and bonus plans or arrangements which provide payments not less than, and are administered consistently with, the incentive compensation and bonus Plans as of the Closing. (b) With respect to each employee benefit plan, practice or policy of Purchaser Parent or any of its Affiliates, each Retained Employee shall be given credit under such plan practice (ii) give any third party any right to enforce the provisions of this Section 6.8 or policy for all service with (iii) obligate Parent, the Company or any Company Subsidiary of its Subsidiaries to maintain any particular benefit plan or any predecessor employer (to retain the extent such credit was given by the Company or Company Subsidiary or any predecessor employer under a comparable Plan), for purposes of determining eligibility and vesting and for all other purposes for which such service is either taken into account or recognized (except where such credit would result in duplication of accrued benefits under the Plans). Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application employment of any preexisting condition limitations. Retained Employees shall be given full credit for amounts paid under any Plan during the same calendar year in which they commence participation in a comparable employee benefit plan of Purchaser for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the comparable employee benefit plan of Purchaserparticular employee.

Employees; Employee Benefits. (a) On and For a period of one year after the Closing, Purchaser shall cause the Surviving Corporation to maintain plans for the benefit of the Retained Employees which employees of the Surviving Corporation or its Subsidiaries that provide benefits (except with respect to severance, change in control and equity-based or equity related arrangements) that are not materially less favorable in the aggregate to such employees than the benefits provided under the Plans as of the Closing for a period of not less than one year following the Closing. On and after the Closing, Purchaser shall cause the Surviving Corporation to establish or maintain, on behalf of the Retained Employees, for a period not less than one year following the Closing (i) employee benefit plans or arrangements which provide benefits that are not less favorable in the aggregate than the benefits provided under the Plans as of the Closing, and (ii) including cash incentive compensation and cash bonus plans or arrangements which provide payments not less thanarrangements), and are administered consistently with, the incentive compensation and bonus Plans as of the Closing. (b) With respect to each employee benefit plan, practice practice, policy or policy arrangement of Purchaser or any of its Affiliates, each Retained Employee shall be given credit under such plan practice plan, practice, policy or policy arrangement for all service with the Company or any Company Subsidiary or any predecessor employer (to the extent such credit was given by the Company or Company Subsidiary or any predecessor employer under a comparable Planplan, practice, policy or arrangement), for purposes of determining eligibility and vesting vesting, and for all other purposes for which such service is either taken into account or recognized (except where such credit as would result in a duplication of accrued benefits under the Plans)benefits. Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitationslimitations except as would result in a duplication of benefits. Retained Employees shall be given full credit for amounts paid under any Plan during the same calendar year in which they commence 29 participation in a comparable employee benefit plan of Purchaser for purposes of applying deductibles, co-payments copayments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the comparable employee benefit plan of PurchaserPurchaser except as would result in a duplication of benefits. (c) If any Retained Employee is discharged by the Surviving Corporation or any of its Subsidiaries as of or after the Closing, then Purchaser shall be responsible for any and all severance costs for such Retained Employee, including all payments owing under any Plan. Purchaser shall be responsible and assume all liability for all notices or payments due to any Retained Employees, and all notices, payments, fines or assessments due to any Governmental Entity, pursuant to any applicable Law with respect to the employment, discharge or layoff of employees by the Surviving Corporation or any of its Subsidiaries as of or after the Closing, including the WARN Act, Section 4980B of the Code and any rules or regulations that have been issued in connection with the foregoing. (d) The Company shall notify the PBGC in writing of the existence of this Agreement no later than five (5) Business Days after the date hereof. Without the prior written consent of the Company, neither Purchaser nor Sub nor any of their agents, assignees, directors or employees shall contact the PBGC in respect of the Kerr Group, Inc. Retirement Income Plan or the Transactions prior xx xhe Closing. Each party hereto shall use its reasonable best efforts to give each other party hereto a reasonable opportunity to participate in any oral or written communications, discussions or negotiations with the PBGC. Each party hereto shall promptly notify each other party hereto of any communication received from the PBGC, and shall provide a copy of any such communication that is written. (e) With respect to (i) the Company's cash bonus plans and (ii) the agreements set forth on Section 5.5(e) of the Disclosure Schedule, the Company shall through the Closing Date properly accrue for such plans and agreements in its books and records. On or before the Closing Date, the Company shall pay to its employees, officers and directors the full amount of cash bonuses so accrued under such plans and agreements through the Closing Date. Before the Closing, the Company shall terminate each of the Company's cash bonus plans. (f) The Company shall obtain shareholder approval in accordance with Section 280G of the Code and the final regulations thereunder so that no payment or benefit which has been, will or may be made (including giving effect to any past payments or benefits) by the Company or any Company Subsidiary to any individual could be characterized as an "excess parachute payment" within the meaning of Section 280G(b)(1) of the Code by reason of a "change in the ownership," "change in the effective control" or "change in the ownership of a substantial portion of the assets" of the Company or of any Company Subsidiary occurring by reason of the transactions contemplated by this Agreement.

Employees; Employee Benefits. (a) On After the Closing Date, Buyer shall treat all service completed by each employee of the Company ("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 ClosingClosing Date except for purposes of computing benefits under the actual benefit formula in a defined benefit plan (as defined in Section 3(35) of ERISA). For purposes of computing deductible amounts (or like adjustments -24- or limitations on coverage) under any employee welfare benefit plan (including, Purchaser shall cause without limitation, any "employee welfare benefit plan" as defined in Section 3(l) of ERISA), expenses and claims previously recognized for similar purposes under the Surviving Corporation to maintain plans for the applicable welfare benefit plan of the Retained Employees which provide benefits that are not less favorable in the aggregate to such employees than the benefits provided Company or any Affiliate shall be credited or recognized under the Plans as of comparable plan maintained after the Closing for a period of not less than one year following the Closing. On and after the Closing, Purchaser shall cause the Surviving Corporation to establish or maintain, on behalf of the Retained Employees, for a period not less than one year following the Closing (i) employee benefit plans or arrangements which provide benefits that are not less favorable in the aggregate than the benefits provided under the Plans as of the Closing, and (ii) incentive compensation and bonus plans or arrangements which provide payments not less than, and are administered consistently with, the incentive compensation and bonus Plans as of the ClosingDate by Buyer. (b) With After the Closing Date, Buyer shall be responsible for, and shall indemnify and hold harmless Seller and its 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 or arising out of (i) all salaries, bonuses, commissions, vacation entitlements and other benefits accrued but unpaid as of the Closing and reflected on the balance sheets of the Company on the Closing Date, (ii) the employee benefit liabilities assumed by Buyer under this Agreement or any failure by Buyer to comply with the provisions of 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 each employee benefit plan, practice any act or policy of Purchaser or any of its Affiliates, each Retained Employee shall be given credit under such plan practice or policy for all service with the Company or any Company Subsidiary or any predecessor employer (failure to act by Buyer to the extent such credit was given by arising from the Company employment, discharge, layoff or Company Subsidiary or any predecessor employer under a comparable Plan), for purposes of determining eligibility and vesting and for all other purposes for which such service is either taken into account or recognized (except where such credit would result in duplication of accrued benefits under the Plans). Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application termination of any preexisting condition limitations. Retained Employees Employee. (c) After the Closing Date, Buyer shall be given full credit for amounts paid under not require Seller to make any additional contributions to any Plan during (including the same calendar year defined benefit pension plan described in which they commence participation in a comparable employee benefit plan of Purchaser for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the comparable employee benefit plan of Purchaser.Section

Employees; Employee Benefits. (a) On and after the Closing, Purchaser shall cause until at least the Surviving Corporation to maintain plans for the benefit first anniversary of the Retained Employees which provide benefits that are not less favorable in the aggregate to such employees than the benefits provided under the Plans as of the Closing for a period of not less than one year following the Closing. On and after the Closing, Purchaser shall cause the Surviving Corporation Companies to establish or maintain, on behalf of provide the Retained Employees, for a period not less than one year following the Closing (i) Employees with compensation and employee benefit plans or arrangements which provide benefits that are not less favorable substantially comparable in the aggregate than the benefits to those currently provided under the Plans as of the Closingdate hereof (other than any equity compensation, defined benefit or post-retirement medical plan) by the US Company in the case of Retained Employees who are former employees of the US Company, and (ii) incentive compensation and bonus plans or arrangements which provide payments not less than, and are administered consistently withSBV, the incentive compensation BVI Company and bonus Plans as the BVI Company Subsidiaries in the case of Retained Employees who are former employees of BVI Company and the ClosingBVI Company Subsidiaries. (b) With respect to each employee benefit plan, practice or policy of Purchaser or any of its Affiliates, each Retained Employee shall be given credit under such plan practice or policy for all service prior to the Closing Date with the Company or any Company Subsidiary or any predecessor employer (to the extent such credit was given by the Seller, the Company or Company Subsidiary or any predecessor employer under a comparable Plan), for purposes of determining eligibility and vesting and for all other purposes for which such service is either taken into account or recognized (except where recognized; provided, however, such credit service need not be credited to the extent it would result in a duplication of accrued benefits benefits, including benefit accrual under the Plans)defined benefit plans. Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations. Retained Employees shall be given full credit for amounts paid under any Plan a corresponding employee benefit plan during the same calendar year in which they commence participation in a comparable employee benefit plan of Purchaser period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the comparable employee benefit plan of the Purchaser. (c) If any Retained Employee is discharged by any Company after the Closing, then Purchaser shall be responsible for any and all severance costs for such Retained Employee, including payments owing under those agreements, plans or arrangements listed in the Disclosure Schedule. Purchaser agrees that any Retained Employee whose employment is involuntarily terminated prior to the first anniversary date of the Closing for reasons other than cause will receive severance benefits in accordance with the more favorable (to the Retained Employee) of (i) the Company’s severance plan in place immediately prior to Closing, (ii) any applicable severance plan adopted by the Company or its successor following the Closing or (iii) any individual agreement governing the Retained Employee’s severance rights. Purchaser shall be responsible and assume all liability for all notices or payments due to any Retained Employees after the Closing, and all notices, pay in lieu of notice or other 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 any Company after the Closing, including the WARN Act, Section 4980B of the Internal Revenue Code and any rules or regulations as have been issued in connection with the foregoing. The Seller Parties shall be responsible and assumes all liabilities for all notices and payments due to any employees of any Company terminated, or given notice of termination, prior to the Closing, pursuant to agreements, the WARN Act or other applicable law. (d) Subject to Section 5.17, from and after the Closing, Purchaser shall be responsible for, and shall indemnify and hold harmless each Seller and its 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 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, or retirement benefits earned but unpaid as of the Closing and post-Closing bonuses due to any Retained Employee, (ii) the liabilities assumed by Purchaser under this Section 5.6 or any failure by Purchaser to comply with the provisions of this Section 5.6, (iii) any continuing contributions or other obligations of the Company with respect to the Company Plans listed on the Disclosure Schedule, and (iv) any claims of, or damages or penalties sought by, any Retained Employee, or any Governmental Entity on behalf of or concerning any Retained Employee, with respect to any act or failure to act by Purchaser to the extent arising from the employment, discharge, layoff or termination of any Retained Employee. (e) As of the Closing, any outstanding stock options held by a Retained Employee to purchase common stock of Schlumberger issued pursuant to the Schlumberger 1989 Stock Option Plan, as amended, the Schlumberger 1994 Stock Option Plan, as amended, or the Schlumberger 2001 Stock Option Plan (the “Schlumberger Stock Options”) shall cease vesting and any Schlumberger Stock Options that are not vested and exercisable as of the Closing shall terminate as of the Closing. All Schlumberger Stock Options that are vested and exercisable as of the Closing shall remain vested and exercisable to the extent provided under the terms of the applicable plan and option agreement. (f) Each Company shall retain each of the Company Plans (other than Retained Plans) listed on the Disclosure Schedule, including, but not limited to, the NPTest LLC Retirement Savings Plan, and, except as otherwise provided in this Agreement, shall be responsible for any and all liabilities arising out of the Company Plans. (g) Except where this Agreement provides otherwise, the liabilities attributable to Retained Employees under the Retained Plans shall remain in the Retained Plans and the Sellers or an Affiliate of Sellers shall provide for the payment as they become due and in accordance with the terms of such Plan. Except as otherwise permitted under applicable non-U.S. law with respect to non-U.S. Retained Employees, effective as of the Closing (or such earlier date as may be provided in the applicable Retained Plan), such Retained Employees shall not be entitled to any additional credit for service or age under the Retained Plans. Any Retained Employee who has attained sufficient age and service credit as of the Closing to retire and begin receiving an immediate pension from the STC Pension Plan, and who had attained sufficient age and service credit as of December 31, 2002 to qualify for retiree medical benefits under the STC Retiree Medical Plan, may retire for purposes of the applicable STC plans effective immediately prior to the Closing and begin to receive pension benefits immediately from the STC Pension plan, even if such Retained Employee continues to work for any Company or Purchaser after the Closing. (h) Purchaser and the Company shall provide to the Sellers such information necessary for the Sellers to provide those benefits to Retained Employees described in Section 5.6(g), including, but not limited to, confirmation of a Retained Employee’s termination of employment from any Company or Purchaser. (i) On and after the Closing, until at least the second anniversary of the Closing, Purchaser shall cause each Company to provide the Retained Employees with health insurance coverage. The Sellers shall be responsible for paying all benefits for claims by Retained Employees pursuant to the Sellers’ Health Plan that are incurred by such Retained Employee (regardless of when filed with the appropriate administrator of the relevant Health Plan) prior to the Closing. With respect to continuation coverage under Section 4980B of the Code, Purchaser shall fulfill each Company’s obligation to provide such coverage to any Retained Employee. (j) The Sellers shall retain the liabilities pursuant to the STC Medical Plan attributable to Retained Employees and shall provide coverage in accordance with the terms and conditions of such Plan. For purposes of determining a Retained Employee’s eligibility for such benefits as a retiree of any Seller, no period of time after December 31, 2002 shall be taken into consideration in determining such eligibility. (k) Purchaser shall provide short-term disability coverage for all Retained Employees eligible to receive short-term disability benefits as of the Closing on substantially the same terms and conditions as in effect immediately prior to the Closing, so that such Retained Employees receive short-term disability benefits for a total of six months. (l) Purchaser shall provide a long-term disability benefit pursuant to the terms and conditions of the Sellers’ Long-Term Disability Plan to (i) all Retained Employees who are on long-term disability as of the Closing and (ii) those Retained Employees who are on short-term disability leave as of the Closing and who become eligible to receive a long-term disability benefit upon the expiration of such short-term disability leave following the Closing; provided, however, that any Retained Employee who was inactive as a result of short-term disability or long-term disability on or prior to December 31, 2002 shall remain covered by the applicable short-term disability or long-term disability plan maintained by Seller if such Retained Employee’s condition after the Closing would be deemed a “recurring condition” under the applicable Company Plan then in effect. (m) Sellers shall retain liability for any workers’ compensation claims filed by Retained Employees as of the Closing. Effective as of the Closing, Purchaser shall provide Retained Employees with coverage for all workers’ compensation benefits and, from and after the Closing, shall be responsible for all workers’ compensation claims filed by Retained Employees regardless of whether the underlying event for such claims occurred prior to the Closing, except as provided in Section 5.13(d). (n) As of the Closing, all Retained Employees who participate in the Schlumberger Discounted Stock Purchase Plan (the “Purchase Plan”) shall be deemed terminated employees under the terms of the Purchase Plan and treatment of each participant Retained Employee account shall be governed by Section 11 of the Purchase Plan. (o) The parties intend that matters, issues or liabilities relating to, arising out of, or resulting from non-U.S. Plans and non-U.S. related employment matters be handled in a manner that is consistent with comparable U.S. matters, issues or liabilities as reflected in this Agreement (to the extent permitted by applicable law or as otherwise specified in Section 5.6(o) of the Disclosure Schedule attached hereto). (p) The Sellers will pay all applicable premiums for the Plans due before Closing.

Employees; Employee Benefits. (a) On and after the Closing, Purchaser shall cause the Surviving Corporation to maintain plans for the benefit of the Retained Employees which provide benefits that are not less favorable in the aggregate to such employees than the benefits provided under the Plans as of the Closing for a period of not less than one year following the Closing. On and after the Closinguntil December 31, 2003, Purchaser shall cause the Surviving Corporation Company to establish or maintain, on behalf of provide the Retained EmployeesEmployees with salaries, for a period not less than one year following the Closing incentive opportunities and benefit plans, programs and arrangements (iexcluding equity based opportunities, plans, programs and arrangements) employee benefit plans or arrangements which provide benefits that are not less favorable comparable in the aggregate than the benefits to those provided under the Plans as of the Closing, and (ii) incentive compensation and bonus plans or arrangements which provide payments not less than, and are administered consistently withdate hereof by Seller, the incentive compensation Company and bonus Plans as the Company Subsidiaries; provided, however, that this obligation shall not preclude the Purchaser, the Company or any Company Subsidiary from terminating the employment of any Retained Employee in which case the ClosingCompany or such Company Subsidiary shall be liable for any severance costs incurred in connection with such termination. (b) With respect to each employee benefit plan, practice or policy of Purchaser or any of its Affiliates, each Retained Employee shall be given credit under such plan practice or policy for all service prior to the Closing Date with the Company or Company, any Company Subsidiary of its Subsidiaries or any predecessor employer (to the extent such credit was given by Seller, the Company or Company Subsidiary Company, any of its Subsidiaries or any predecessor employer under a comparable Plan), for purposes of determining eligibility and vesting and for all other purposes for which such service is either taken into account or recognized (except where recognized; provided, however, such credit service need not be credited to the extent it would result in a duplication of accrued benefits benefits, including benefit accrual under the Plans)defined benefit plans. Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations. Retained Employees shall be given full credit for amounts paid under any Plan a corresponding employee benefit plan during the same calendar year in which they commence participation in a comparable employee benefit plan of Purchaser period for purposes of applying deductibles, co-payments copayments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the comparable employee benefit plan of Purchaser; provided, Seller promptly provides or makes such data and information available to Purchaser. (c) If any Retained Employee is discharged by the Company or any Company Subsidiary either constructively or actually after the Closing, then the Company shall be responsible for any and all severance costs for such Retained Employee, including payments owing under those agreements, plans or arrangements listed in Section 3.17(a) of the Seller Disclosure Schedule. The Company shall be responsible and assume all liability for all notices or payments due to any Retained 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 employment, discharge or layoff of employees by the Company after the Closing, including the WARN Act and Section 4980B of the Code and any rules or regulations as have been issued in connection with the foregoing. (d) From and after the Closing, the Company shall be responsible for, and Purchaser shall cause the Company to indemnify and hold harmless Seller and its 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 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, or retirement benefits earned but unpaid as of the Closing and post-Closing bonuses due to any Covered Employee with the exception of any liabilities other than those reflected on the Company Financial Statements resulting therefrom under any Plan that is not sponsored solely by the Company and one or more Company Subsidiary, (ii) the liabilities of the Company under this Section 5.6 or any failure by Purchaser or the Company to comply with the provisions of this Section 5.6, (iii) any continuing contributions or other obligations of the Company arising after the Closing Date with respect to the Plans listed in Section 3.17(a) of the Seller Disclosure Schedule as Plans subject to collective bargaining agreements, and (iv) any claims of, or damages or penalties sought by, any Covered Employees, or any Governmental Entity on behalf of or concerning any Covered Employees, with respect to any act or failure to act by the Company to the extent arising from the employment, discharge, layoff or termination of any Covered Employee, but not to the extent relating to acts or omissions of Seller or any Seller Subsidiary other than the Company and the Company Subsidiaries. Seller shall not be entitled to any indemnification under the preceding sentence to the extent Purchaser is entitled to an indemnity under Article VIII for such matter. Liabilities for which the Company is indemnifying Seller, or for which the Company is responsible, under this Section 5.6(d) shall be included in the calculation of the Closing Working Capital subject to Section 2.2 and Schedule 2.2. (e) On and after the Closing, until December 31, 2003, Purchaser shall cause the Company to provide the Retained Employees with health insurance coverage. Seller shall be responsible for paying all benefits for claims incurred by Covered Employees pursuant to Seller's Health Plan that arise prior to the Closing. (f) The Company shall provide short-term disability coverage for all Retained Employees who as of the Closing Date are entitled to or are receiving short-term disability benefits as of the Closing on substantially the same terms and conditions as in effect immediately prior to the Closing, so that such Retained Employees receive short-term disability benefits for a total of six months (including months prior to the Closing in which such benefits were paid). (g) Effective as of the Closing, Purchaser shall cause the Company to (i) indemnify Seller for each active workers' compensation case attributable to Covered Employees as of the Closing and each workers' compensation claim attributable to a Covered Employee based on an underlying event that occurred prior to the Closing, in each case in an amount not to exceed $250,000 per claim (and Seller and Purchaser shall agree to make regular adjustments thereafter as required by the insurance carrier at the time of the applicable claim with respect to such claims in order to establish the correct amount of the claim and such adjustments shall continue to be made until the closure or maturation of the applicable claim), provided that the amount of such indemnification obligation of Purchaser shall be reduced by any and all amounts Seller or the Company or any Company Subsidiary has paid toward the deductible of each workers' compensation claim on or prior to the Closing Date, and provided further that once the applicable aggregate deductible for all claims has been paid by Purchaser, the Company, Seller or any Seller Subsidiary for a particular policy term, Purchaser shall have no further obligation to indemnify Seller with respect to claims during such policy term; and (ii) provide Retained Employees with coverage for all workers' compensation benefits from and after the Closing Date; provided, in the case of Section 5.6(g)(i), that, with respect to active workers' compensation cases attributable to Covered Employees as of the Closing and each workers' compensation claim attributable to Covered Employees based on an underlying event that occurred prior to the Closing, Seller shall, subject to Section 5.6(g)(i), process such claims in accordance with standard practice and applicable Law. (h) As soon as practicable after the Closing Date, Purchaser shall cause the Company to establish or designate one or more tax-qualified defined contribution plans (the "Purchaser DC Plans") for the benefit of the Covered Employees which Purchaser DC Plans and related trust(s) are intended to qualify under Sections 401(a), 401(k) and 501(a) of the Code, respectively. As soon as practicable following the earlier of the receipt of a favorable determination letter from the IRS regarding the qualified status of the Purchaser DC Plans or the issuance of cross-indemnities reasonably satisfactory to Purchaser and Seller (the "Initial Transfer Date"), Seller shall cause the trustee(s) of the Seller Savings Plan (the "Seller DC Plan") to transfer, in a lump sum in cash and, with respect to any balances held in Seller stock, a number of shares of Seller stock equal to the balance credited (whether or not vested), as of the date of transfer to the accounts of the Covered Employees under the Seller DC Plan, to the appropriate trustee designated by Purchaser, less the outstanding amount of any participant loans as of the date of transfer under the Seller DC Plan with respect to the Covered Employees, which amount shall be credited as of the date of transfer to the respective account or accounts under the Purchaser DC Plan and such loans will be transferred to the Purchaser DC Plans. As soon as practicable following the Initial Transfer Date Seller shall cause the trustee(s) of the Seller DC Plan to make an additional transfer, in a lump sum in cash in an amount equal to the amount, if any, of employer contributions to which any Covered Employee is entitled as of the Closing Date but which have not been credited to his or her account as of the Initial Transfer Date, to the appropriate trustee designated by Purchaser. Purchaser agrees to cause each trust forming a part of the Purchaser DC Plans to assume the liability to pay benefits in the amounts so transferred, as such amounts may be increased or decreased thereafter, in accordance with and subject to the terms and provisions of the Purchaser DC Plans. The assets and liabilities shall be transferred in a trustee-to-trustee transfer in accordance with the rules and procedures of the IRS. Pending such transfer, the Covered Employees shall have all of the same rights, features and options with respect to their account balances in the Seller DC Plan as active employees under such plan(s). (i) The provisions of this Section 5.6(i) shall apply only if the Transition Services Agreement terminates prior to December 31, 2003 (the "Early TS Termination Date"). Purchaser shall, as of the Early TS Termination Date, cause the Company either to establish or designate an employee benefit plan subject to Section 125 of the Code for the benefit of the Retained Employees (in either case, referred to herein as the "Purchaser 125 Plan"). Solely for purposes of this Section 5.6(i) Retained Employees shall also include each person who first becomes an employee of the Company or a Company Subsidiary after the Closing Date and is a participant in the flexible spending account portion of any of Seller's Plans subject to Section 125 of the Code. Purchaser shall treat contribution elections made by Retained Employees who are participants in the flexible spending account portion of any of Seller's Plans subject to Section 125 of the Code as continuing in effect under the Purchaser 125 Plan after the Early TS Termination Date. On or as soon as practicable after the Early TS Termination Date, Seller shall transfer to Company an amount in cash equal to the aggregate account balances of such employees on the date of transfer, and Company shall be fully responsible for the payment of benefits related to the amounts so transferred. (j) Without limiting the generality of any other provision herein, with respect to post-retirement health benefits for the Covered Employees, Company shall assume all responsibility for providing and shall provide, and Seller shall have no obligation or responsibility for providing, such post-retirement benefits to the Covered Employees, whether or not such Covered Employees have actually retired on or prior to the Closing Date. (k) By way of clarification, the parties intend that with respect to any assets set aside in a trust or other similar mechanism or entity to provide for the payment of benefits under any Plan with respect to any Covered Employee, the rights with respect to such assets shall be transferred together with the corresponding liabilities to the Company pursuant to this agreement, including (i) any assets set aside in a rabbi trust or trusts or other similar mechanism or entity to fund the Executive Deferred Compensation Plan, split dollar life insurance policies for certain executives and certain contractual retirement benefits payable to Joseph M. Migliara that are reflected on the Company Financial Statemxxxx xxxxx xx xxxxted as assets of the Company for purposes of the transactions contemplated by this Agreement; (ii) the NFO Research Inc. Pension Plan shall be treated as maintained solely by the Company and sponsorship of such Plan will remain with the Company; and (iii) to the extent that any insurance policies are funding Plans maintained by or for the benefit of the Company that are welfare benefit plans, Seller shall use its reasonable best efforts to cause the insurance companies issuing such policies to create clone policies pertaining solely to employees of the Company.

Employees; Employee Benefits. (a) On and after the Closing, Purchaser until at least the first anniversary of the Closing Date, Acquiror shall cause the Surviving Corporation Transferred Companies to maintain plans for the provide such Business Personnel with salaries and benefit of the Retained Employees which provide benefits that are not less favorable plans, programs and arrangements substantially equivalent in the aggregate (without consideration given to such employees than the benefits defined benefit pension plans) as those provided under the Plans by Parent and its Affiliates as of the Closing for a period of not less than one year following the Closing. On and after the Closing, Purchaser shall cause the Surviving Corporation to establish or maintain, on behalf of the Retained Employees, for a period not less than one year following the Closing (i) employee benefit plans or arrangements which provide benefits that are not less favorable in the aggregate than the benefits provided under the Plans as of the Closing, and (ii) incentive compensation and bonus plans or arrangements which provide payments not less than, and are administered consistently with, the incentive compensation and bonus Plans as of the Closingdate hereof. (b) With respect to each If any Business Personnel becomes a participant in any employee benefit plan, practice or policy of Purchaser Acquiror or any of its Affiliates, each Retained Employee such employee shall be given credit under such plan practice or policy for all service prior to the Closing Date with the Company or any Company Subsidiary Transferred Companies or any predecessor employer or other Affiliate of Holdings (to the extent such credit was given by the Company Transferred Companies, such predecessor or Company Subsidiary other Affiliate of Holdings), and all service with the Transferred Companies or Acquiror or any predecessor employer under of its Affiliates following the Closing Date but prior to the time such employee becomes such a comparable Plan)participant, for purposes of determining eligibility and vesting and for all other purposes for which such service is either taken into account or recognized (except where recognized; PROVIDED, HOWEVER, such credit service need not be credited to the extent it would result in a duplication of accrued benefits including, without limitation, benefit accrual under defined benefit plans. To the Plans). Such service also extent allowable under applicable Law, Acquiror shall, and shall apply for purposes of satisfying cause the Transferred Companies to, (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Business Personnel under any waiting periods, evidence of insurability requirements, or welfare benefit plans in which such Business Personnel may be eligible to participate after the application of any preexisting condition limitations. Retained Employees shall be given full Closing Date and (ii) provide the Business Personnel with credit for amounts paid under any Plan during the same calendar year in which they commence participation in a comparable employee benefit plan of Purchaser for purposes of applying deductibles, co-payments and deductibles paid prior to the Closing Date in satisfying any applicable deductible or out-of-pocket maximums requirements under any welfare plans of Acquiror or any of its Affiliates in which the Business Personnel are eligible to participate after the Closing Date. (c) In the event that any of the Business Personnel employed by the Transferred Companies immediately prior to the Closing (each, an "Affected Employee") is discharged by the Transferred Companies after the Effective Time, then Acquiror 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 5.9 of the HOLDINGS DISCLOSURE SCHEDULE. Acquiror shall be responsible and assume all liability for all notices or payments due to any Affected Employees, and all notices, payments, fines or assessments due to any Governmental Entity, pursuant to any applicable foreign, federal, state or local Law, with respect to the employment, discharge or layoff of employees by the Transferred Companies after the Closing, including, but not limited to, the Worker Adjustment and Retraining Notification Act, COBRA and any rules or regulations as though have been issued in connection therewith. (d) Prior to the Closing, Parent shall take all such amounts had been paid action as it shall deem necessary or appropriate, including, if necessary, adopting any amendments, so that, effective as of the Effective Time, each of the Transferred Companies shall cease to be a participating employer in the PHH Corporation Pension Plan (the "Pension Plan") and that all Business Personnel shall become fully vested in their accrued benefits under the Pension Plan. Following the Effective Time, distribution of benefits under the Pension Plan to employees and former employees of the Transferred Companies shall be made in accordance with the terms and conditions of the comparable Pension Plan. (e) There shall be established a bonus plan providing for bonuses to employees of the Transferred Companies substantially in the form of the bonus plan set forth in Section 5.9(e) of the HOLDINGS DISCLOSURE SCHEDULE (the "Holdings Plan"). Holdings shall be responsible for all amounts payable pursuant to the Holdings Plan (other than severance payments due thereunder) and shall pay all amounts due thereunder (other than severance payments due thereunder) to the Acquiror Sub Surviving Corporation (which shall immediately pay or cause to be paid all such amounts to the appropriate employees entitled thereto) as and when such amounts become due. (f) Subject to Section 6.15 hereof, Holdings shall remain fully responsible for, and shall indemnify Acquiror, the Acquiror Sub Surviving Corporation, the Transferred Companies and their respective Affiliates, and the officers, directors, employees and agents of Acquiror, the Acquiror Sub Surviving Corporation, the Transferred Companies and their respective Affiliates and hold them harmless from and against, any and all claims, losses, damages, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) and other liabilities and obligations relating to under or arising in connection with the Holdings Plan (other than severance payments due thereunder). (g) After the Closing, Acquiror shall be responsible for, and shall indemnify and hold harmless Parent, Holdings and their respective Affiliates, and the officers, directors, employees and agents of Parent, Holdings and their respective Affiliates, and the fiduciaries (including plan administrators) of the Employee Benefit Plans, from and against any and all claims, losses, damages, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) and other liabilities and obligations relating to or arising out of (i) all salaries, commissions and vacation entitlements accrued but unpaid as of the Closing and post-Closing bonuses due to any Affected Employee (other than those arising under the Holdings Plan, except for severance payment obligations) and (ii) 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 Acquiror to the extent arising from the employment, discharge, layoff, termination or constructive termination after the Closing of any Affected Employee who becomes an employee of Acquiror or becomes or remains an employee of the Transferred Companies on or after the Closing. (h) Effective as of the Closing, the parties hereto shall take all action necessary and appropriate to cause the applicable Transferred Companies to (i) remain or become the sole sponsor of (A) the PHH Europe PLC Employee Benefits Plan (the "UK DB Plan") and (B) the PHH Flexible Pension Scheme (the "UK DC Plan and, collectively with the UK DB Plan, the "UK Plans") and (ii) subject to paragraphs (b) and (c) of this Section 5.9, assume and be solely responsible for all assets, liabilities and obligations whatsoever under the UK Plans. (i) As soon as practicable following the Closing, but in no event later than required by applicable law (i) Parent or one of its affiliates shall have in effect a defined contribution plan (the "Parent DC Plan") and a defined benefit plan (the "Parent DB Plan"), each of Purchaserwhich shall fully comply with all applicable laws, (ii) Acquiror shall cause the UK DB Plan to transfer to the Parent DB Plan all of the assets and liabilities relating to each of the currently active employees of Parent and its affiliates who are not also Business Personnel (the "Remaining DB Participants") and (iii) Acquiror shall cause the UK DC Plan to transfer to the Parent DC Plan all of the assets and liabilities relating to each of the currently active employees of Parent and its affiliates who are not also Business Personnel (the "Remaining DC Participants"). (j) With respect to the transfer described in clause (iii) of paragraph (b) above, an amount of cash or property reasonably acceptable to the trustee of the Parent DC Plan shall be transferred which shall equal 100% of the account balances of the Remaining DC Participants as of the date of such transfer. With respect to the transfer described in clause (ii) of paragraph (b) above, an amount of cash or property reasonably acceptable to the trustee of the Parent DB Plan shall be transferred which shall equal the total fair market value of assets funded in the UK DB Plan as of the date of transfer, multiplied by the Pro Rata Fraction. The Pro Rata Fraction shall equal the total liabilities applicable to the Remaining DB Participants, divided by the total liabilities under the UK DB Plan, in each case as of the date of transfer. Further, the Pro Rata Fraction shall be determined (i) in a manner consistent with all applicable laws, and (ii) based upon accrued service and final pensionable pay at the date of transfer and, subject to the next sentence hereof, the actuarial assumptions and methods utilized in connection with the most recently completed actuarial valuation as of the date of transfer. If the actuary for the UK DB Plan and the actuary for the Parent DB Plan cannot agree on the reasonableness of the actuarial assumptions and methods to be used in connection with the determination of the Pro Rata Fraction, such reasonableness shall be determined by a third enrolled actuary selected by the parties hereto which determination shall be binding and final. The costs of such third actuary shall be borne equally by the parties. Nothing contained in the foregoing shall in any way adversely impact the accrued benefits or legal rights of any participant of the UK DB Plan. Immediately following the date hereof, the parties hereto shall work together in good faith to develop a reasonable and equitable method of valuation and transfer in respect of the foregoing and shall effectuate such transfers as soon as practicable.

Employees; Employee Benefits. (a) On and after the Closing, Purchaser until at least the first anniversary of the Closing Date, Acquiror shall cause the Surviving Corporation Transferred Companies to maintain plans for the provide such Business Personnel with salaries and benefit of the Retained Employees which provide benefits that are not less favorable plans, programs and arrangements substantially equivalent in the aggregate (without consideration given to such employees than the benefits defined benefit pension plans) as those provided under the Plans by Parent and its Affiliates as of the Closing for a period of not less than one year following the Closing. On and after the Closing, Purchaser shall cause the Surviving Corporation to establish or maintain, on behalf of the Retained Employees, for a period not less than one year following the Closing (i) employee benefit plans or arrangements which provide benefits that are not less favorable in the aggregate than the benefits provided under the Plans as of the Closing, and (ii) incentive compensation and bonus plans or arrangements which provide payments not less than, and are administered consistently with, the incentive compensation and bonus Plans as of the Closingdate hereof. (b) With respect to each If any Business Personnel becomes a participant in any employee benefit plan, practice or policy of Purchaser Acquiror or any of its Affiliates, each Retained Employee such employee shall be given credit under such plan practice or policy for all service prior to the Closing Date with the Company or any Company Subsidiary Transferred Companies or any predecessor employer or other Affiliate of Holdings (to the extent such credit was given by the Company Transferred Companies, such predecessor or Company Subsidiary other Affiliate of Holdings), and all service with the Transferred Companies or Acquiror or any predecessor employer under of its Affiliates following the Closing Date but prior to the time such employee becomes such a comparable Plan)participant, for purposes of determining eligibility and vesting and for all other purposes for which such service is either taken into account or recognized (except where recognized; provided, however, such credit service need not be credited to the extent it would result in a duplication of accrued benefits including, without limitation, benefit accrual under defined benefit plans. To the Plans). Such service also extent allowable under applicable Law, Acquiror shall, and shall apply for purposes of satisfying cause the Transferred Companies to, (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Business Personnel under any waiting periods, evidence of insurability requirements, or welfare benefit plans in which such Business Personnel may be eligible to participate after the application of any preexisting condition limitations. Retained Employees shall be given full Closing Date and (ii) provide the Business Personnel with credit for amounts paid under any Plan during the same calendar year in which they commence participation in a comparable employee benefit plan of Purchaser for purposes of applying deductibles, co-payments and deductibles paid prior to the Closing Date in satisfying any applicable deductible or out-of-pocket maximums requirements under any welfare plans of Acquiror or any of its Affiliates in which the Business Personnel are eligible to participate after the Closing Date. (c) In the event that any of the Business Personnel employed by the Transferred Companies immediately prior to the Closing (each, an "Affected Employee") is discharged by the Transferred Companies after the Effective Time, then Acquiror 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 5.9 of the Holdings Disclosure Schedule. Acquiror shall be responsible and assume all liability for all notices or payments due to any Affected Employees, and all notices, payments, fines or assessments due to any Governmental Entity, pursuant to any applicable foreign, federal, state or local Law, with respect to the employment, discharge or layoff of employees by the Transferred Companies after the Closing, including, but not limited to, the Worker Adjustment and Retraining Notification Act, COBRA and any rules or regulations as though have been issued in connection therewith. (d) Prior to the Closing, Parent shall take all such amounts had been paid action as it shall deem necessary or appropriate, including, if necessary, adopting any amendments, so that, effective as of the Effective Time, each of the Transferred Companies shall cease to be a participating employer in the PHH Corporation Pension Plan (the "Pension Plan") and that all Business Personnel shall become fully vested in their accrued benefits under the Pension Plan. Following the Effective Time, distribution of benefits under the Pension Plan to employees and former employees of the Transferred Companies shall be made in accordance with the terms and conditions of the comparable Pension Plan. (e) There shall be established a bonus plan providing for bonuses to employees of the Transferred Companies substantially in the form of the bonus plan set forth in Section 5.9(e) of the Holdings Disclosure Schedule (the "Holdings Plan"). Holdings shall be responsible for all amounts payable pursuant to the Holdings Plan (other than severance payments due thereunder) and shall pay all amounts due thereunder (other than severance payments due thereunder) to the Acquiror Sub Surviving Corporation (which shall immediately pay or cause to be paid all such amounts to the appropriate employees entitled thereto) as and when such amounts become due. (f) Subject to Section 6.15 hereof, Holdings shall remain fully responsible for, and shall indemnify Acquiror, the Acquiror Sub Surviving Corporation, the Transferred Companies and their respective Affiliates, and the officers, directors, employees and agents of Acquiror, the Acquiror Sub Surviving Corporation, the Transferred Companies and their respective Affiliates and hold them harmless from and against, any and all claims, losses, damages, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) and other liabilities and obligations relating to under or arising in connection with the Holdings Plan (other than severance payments due thereunder). (g) After the Closing, Acquiror shall be responsible for, and shall indemnify and hold harmless Parent, Holdings and their respective Affiliates, and the officers, directors, employees and agents of Parent, Holdings and their respective Affiliates, and the fiduciaries (including plan administrators) of the Employee Benefit Plans, from and against any and all claims, losses, damages, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) and other liabilities and obligations relating to or arising out of (i) all salaries, commissions and vacation entitlements accrued but unpaid as of the Closing and post-Closing bonuses due to any Affected Employee (other than those arising under the Holdings Plan, except for severance payment obligations) and (ii) 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 Acquiror to the extent arising from the employment, discharge, layoff, termination or constructive termination after the Closing of any Affected Employee who becomes an employee of Acquiror or becomes or remains an employee of the Transferred Companies on or after the Closing. (h) Effective as of the Closing, the parties hereto shall take all action necessary and appropriate to cause the applicable Transferred Companies to (i) remain or become the sole sponsor of (A) the PHH Europe PLC Employee Benefits Plan (the "UK DB Plan") and (B) the PHH Flexible Pension Scheme (the "UK DC Plan and, collectively with the UK DB Plan, the "UK Plans") and (ii) subject to paragraphs (b) and (c) of this Section 5.9, assume and be solely responsible for all assets, liabilities and obligations whatsoever under the UK Plans. (i) As soon as practicable following the Closing, but in no event later than required by applicable law (i) Parent or one of its affiliates shall have in effect a defined contribution plan (the "Parent DC Plan") and a defined benefit plan (the "Parent DB Plan"), each of Purchaserwhich shall fully comply with all applicable laws, (ii) Acquiror shall cause the UK DB Plan to transfer to the Parent DB Plan all of the assets and liabilities relating to each of the currently active employees of Parent and its affiliates who are not also Business Personnel (the "Remaining DB Participants") and (iii) Acquiror shall cause the UK DC Plan to transfer to the Parent DC Plan all of the assets and liabilities relating to each of the currently active employees of Parent and its affiliates who are not also Business Personnel (the "Remaining DC Participants"). (j) With respect to the transfer described in clause (iii) of paragraph (b) above, an amount of cash or property reasonably acceptable to the trustee of the Parent DC Plan shall be transferred which shall equal 100% of the account balances of the Remaining DC Participants as of the date of such transfer. With respect to the transfer described in clause (ii) of paragraph (b) above, an amount of cash or property reasonably acceptable to the trustee of the Parent DB Plan shall be transferred which shall equal the total fair market value of assets funded in the UK DB Plan as of the date of transfer, multiplied

Employees; Employee Benefits. (a) On and after the Closing, Purchaser shall cause the Surviving Corporation to maintain plans for the benefit If any employee of the Retained Employees which provide benefits that are not less favorable Company or any of its Subsidiaries becomes a participant in the aggregate to such employees than the benefits provided under the Plans as of the Closing for a period of not less than one year following the Closing. On and after the Closing, Purchaser shall cause the Surviving Corporation to establish or maintain, on behalf of the Retained Employees, for a period not less than one year following the Closing (i) employee benefit plans or arrangements which provide benefits that are not less favorable in the aggregate than the benefits provided under the Plans as of the Closing, and (ii) incentive compensation and bonus plans or arrangements which provide payments not less than, and are administered consistently with, the incentive compensation and bonus Plans as of the Closing. (b) With respect to each any employee benefit plan, practice or policy of Purchaser the Buyer or any of its Affiliatesaffiliates, each Retained Employee such employee shall be given credit under such plan practice or policy for all service prior to the Closing Date with the Company or any Company Subsidiary and its Subsidiaries or any predecessor employer (to the extent such credit was given by the Seller, the Company or Company Subsidiary or any predecessor employer under employer), and all service with the Company and its Subsidiaries or the Buyer following the Closing Date but prior to the time such employee becomes such a comparable Plan)participant, for purposes of determining eligibility and vesting and for all other purposes for which such service is either taken into account or recognized (except where recognized; provided, however, such credit service need not be credited to -------- ------- the extent it would result in a duplication of accrued benefits benefits, including, without limitation, benefit accrual under the Plans)defined benefit plans. Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations. Retained Employees shall be given full credit for amounts paid under any Plan a corresponding benefit plan during the same calendar year in which they commence participation in a comparable employee benefit plan of Purchaser period for purposes of applying deductibles, co-payments copayments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the of the comparable Buyer employee benefit plan. This Section 4.9(a) shall not apply to employees governed by collective bargaining agreements. (b) 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 as of or after the Closing, then the Buyer shall be responsible for any and all severance costs for such Affected Employee. Notwithstanding the foregoing, the Seller shall be responsible for the initial $1.5 million (in the aggregate) in enhanced severance costs actually paid by the Company or the Buyer under The Red Wing Company, Inc. Special Retention Plan for Key Senior Management Employees and The Red Wing Company, Inc. Special Retention Plan for Key Employees) (collectively the "Special Retention Plans"); provided that the Seller shall have no liability for enhanced severance amounts in excess of $1.5 million in the aggregate under the Special Retention Plans. Except as expressly provided in this Section 4.9(b), the Buyer shall be responsible for all severance costs in respect of all Affected Employees, including in connection with the Special Retention Plans. The Buyer shall be responsible and assume all liability for all notices or payments due to any Affected Employees, 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, rule or regulation with respect to the employment, discharge or layoff of employees by the Company and its Subsidiaries after the Closing, including but not limited to the Worker Adjustment and Retraining Notification Act and C.O.B.R.A. and any rules or regulations as have been issued in connection with the foregoing. (c) From and after the Closing, the Buyer shall be responsible for, and shall defend, indemnify and hold harmless the Seller and its affiliates and their officers, directors, employees, affiliates and agents and the fiduciaries (including plan administrators) of Purchaserthe Company 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 salaries, wages, commissions, employee incentive or other compensation, severance, holiday, vacation, health, dental or retirement benefits accrued but unpaid as of the Closing, post-Closing bonuses due to any Affected Employee under the Company Plans and all payments required to be made under The Red Wing Company Inc. Bonus Plan, (ii) the liabilities assumed by the Buyer under this Section 4.9 or any failure by the Buyer to comply with the provisions of this Section 4.9 and (iii) 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 Buyer to the extent arising from the employment, discharge, constructive discharge, layoff or termination of any Affected Employee who becomes an employee of the Buyer or becomes or remains an employee of the Company or any of the Company's Subsidiaries on or after the Closing. (d) From and after the Closing, the Buyer shall cause the Company to continue in full force and effect all collective bargaining agreements listed in Section 2.11 of the Company Disclosure Schedule and all successor agreements thereto entered into prior to the Closing to which the Buyer has consented.

Employees; Employee Benefits. (a) On and after the Closing, Purchaser shall cause the Surviving Corporation to maintain plans for the benefit of the Retained Employees which provide benefits that are not less favorable in the aggregate to such employees than the benefits provided under the Plans as of the Closing for For a period of not less than one year following the Closing. On and after the Closing, Purchaser shall cause the Surviving Corporation Company to establish or maintain, on behalf maintain plans for the benefit of the Retained Employees, for a period not less than one year following employees of the Closing (i) employee benefit plans or arrangements Company which provide benefits that are not less favorable substantially similar in the aggregate than to the benefits provided under the Plans as of the Closing, and (ii) incentive compensation and bonus plans or arrangements which provide payments not less than, and are administered consistently with, the incentive compensation and bonus Company's Plans as of the Closing. (b) With respect to each employee benefit plan, practice or policy of Purchaser or any of its Affiliates, Purchaser will use its best efforts to cause: (i) each Retained Employee shall to be given credit under such plan practice or policy for all service with the Company or any Company Subsidiary or any predecessor employer (to the extent such credit was given by the Company or Company Subsidiary or any predecessor employer under a comparable Plan), for purposes of determining eligibility and vesting and for all other purposes for which such service is either taken into account or recognized the same as if service with the Company were service with the Purchaser; and (except where such credit would result in duplication of accrued benefits under the Plans). Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations. ii) Retained Employees shall to be given full credit for amounts paid under any Plan during the same calendar year in which they commence participation in a comparable employee benefit plan of Purchaser for purposes of applying deductibles, co-payments copayments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the comparable employee benefit plan of Purchaser. Retained Employees shall not have to satisfy any waiting periods, evidence of insurability or pre-existing condition limitations with respect to any health, life or dental benefits, except to the extent employees of Purchaser and its Affiliates subsequent to the date hereof are also subject to such requirements or limitations. (c) If any Retained Employee is discharged by the Company as of or after the Closing, then Purchaser shall be responsible for any and all severance costs for such Retained Employee, including all payments owing under any Plan. Purchaser shall be responsible and assume all liability for all notices or payments due to any Retained 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 employment, discharge or layoff of employees by the Company after the Closing, including the WARN Act, section 4980B of the Code and any rules or regulations as have been issued in connection with the foregoing. (d) From and after the Closing, Purchaser shall be responsible for, and shall indemnify and hold harmless Sellers 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 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, (ii) post-Closing bonuses due to any Retained Employee, (iii) the liabilities assumed by Purchaser under this Section 6.5 or any failure by Purchaser to comply with the provisions of this Section 6.5, (iv) for any events occurring post Closing with respect to any Plan, (v) the completion of the termination of those Plans listed on the Disclosure Schedule and identified as Plans in the process of being terminated, and (vi) any claims of, or damages or penalties sought by, any Retained Employee, or any Governmental Entity on behalf of or concerning any Retained Employee, with respect to any act or failure to act by Purchaser to the extent arising from the employment, discharge, layoff or termination of any Retained Employee. (e) Effective as of the Closing, Purchaser shall: (i) assume liability for all active workers' compensation cases attributable to Retained Employees as of the Closing; (ii) provide Retained Employees with coverage for all workers' compensation benefits, and (iii) from and after the Closing be responsible for all workers' compensation claims filed by Retained Employees regardless of whether the underlying event for such claims occurred prior to the Closing.

Employees; Employee Benefits. (a) On Purchaser shall be liable and responsible for any notification required under the WARN Act (or under any similar state or local Applicable Laws), and Purchaser shall indemnify and hold the Seller Indemnified Parties harmless from and against any Losses incurred by any Seller Indemnified Party as a result of Purchaser’s or the Company’s failure to comply with the provisions of the WARN Act on or after the Closing, Purchaser shall cause Closing Date or Purchaser’s failure to comply with the Surviving Corporation to maintain plans for the benefit provisions of the Retained Employees which provide benefits that are not less favorable in the aggregate to such employees than the benefits provided under the Plans as of the Closing for a period of not less than one year following the Closing. On and after the Closing, Purchaser shall cause the Surviving Corporation to establish or maintain, on behalf of the Retained Employees, for a period not less than one year following the Closing (i) employee benefit plans or arrangements which provide benefits that are not less favorable in the aggregate than the benefits provided under the Plans as of the Closing, and (ii) incentive compensation and bonus plans or arrangements which provide payments not less than, and are administered consistently with, the incentive compensation and bonus Plans as of the Closingthis Section 6.6(a). (b) With respect Effective for a period of one year from and after the Closing Date, Purchaser shall, and/or shall cause the Company to, provide to each employee benefit planthe employees of the Company benefits, practice or policy including group medical coverage, that are no less favorable, in the aggregate, than the benefits provided to similarly-situated employees of Purchaser. (c) Effective from and after the Closing Date, employees of the Company who are employed by Purchaser or any of its Affiliates, each Retained Employee the Company shall be given credit under such plan practice or policy for all purposes (other than benefit accrual) under the employee benefit plans, programs, policies and arrangements maintained from time to time by Purchaser or the Company for such employees’ service with the Company (including any deductibles, or co-insurance limits under any employee welfare benefit plan, as defined in Section 3(1) of ERISA), to the same extent and for the same purposes that such service was taken into account under a corresponding Benefit Plan of the Company Subsidiary or any predecessor employer (as of the Closing Date; provided, however, that no such service shall be credited to the extent that it would result in a duplication of benefits. (d) Effective from and after the Closing Date, Purchaser and the Company shall be solely responsible for providing continuing benefits or coverage for any participant or any beneficiary of a participant who is or becomes a qualified beneficiary prior to, on or after the Closing Date under any Benefit Plan that as of the Closing Date is subject to the requirements of Code Section 4980B or Section 601 et seq. of ERISA, or mandated by other Applicable Law, whether such credit was given obligation to provide continuing benefits or coverage under any such Benefit Plan arises prior to, on or after the Closing Date. (e) All provisions contained in this Agreement with respect to employee benefit plans or employee compensation are included for the sole benefit of the respective parties hereto and shall not create any right in any other Person, including any employee or former employee of the Company or any participant or beneficiary in any Benefit Plan. (f) Purchaser shall cause the Company to continue to provide coverage under the Company’s group medical plan to D. Xxxx Xxxxxx and his eligible dependents and Xxxxxx Xxxxxxxx Xxxxxx until the termination of such group medical plan (and such individuals shall not be eligible for coverage under any circumstances under any plan maintained by Purchaser, the Company or its affiliates following such termination). The Sellers shall be responsible for the total cost of such coverage and shall reimburse the Company for all premiums, claims, costs and/or benefits incurred or paid by the Company or Company Subsidiary or any predecessor employer under a comparable Plan), with respect to the coverage for purposes of determining eligibility and vesting and for all other purposes for which such service is either taken into account or recognized (except where such credit would result in duplication of accrued benefits under the Plans). Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations. Retained Employees shall be given full credit for amounts paid under any Plan during the same calendar year in which they commence participation in a comparable employee benefit plan of Purchaser for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions individuals within 10 days of the comparable employee benefit Seller Representative’s receipt of written documentation thereof from the Company. Purchaser shall cause the Company to continue the Company’s group medical plan in full force and effect until at least March 1, 2011. The individuals named in this paragraph are intended third-party beneficiaries of Purchaserthe benefits of this Section 6.6(f). (g) Effective as of the Closing Date, the Company will cause Venosan to withdraw as a participating employer from each Benefit Plan, including the Company’s group medical plan.

Employees; Employee Benefits. (a) On and after the Closing, Purchaser until at least the first anniversary of the Closing Date, Acquiror shall cause the Surviving Corporation Transferred Companies to maintain plans for the provide such Business Personnel with salaries and benefit of the Retained Employees which provide benefits that are not less favorable plans, programs and arrangements substantially equivalent in the aggregate (without consideration given to such employees than the benefits defined benefit pension plans) as those provided under the Plans by Parent and its Affiliates as of the Closing for a period of not less than one year following the Closing. On and after the Closing, Purchaser shall cause the Surviving Corporation to establish or maintain, on behalf of the Retained Employees, for a period not less than one year following the Closing (i) employee benefit plans or arrangements which provide benefits that are not less favorable in the aggregate than the benefits provided under the Plans as of the Closing, and (ii) incentive compensation and bonus plans or arrangements which provide payments not less than, and are administered consistently with, the incentive compensation and bonus Plans as of the Closingdate hereof. (b) With respect to each If any Business Personnel becomes a participant in any employee benefit plan, practice or policy of Purchaser Acquiror or any of its Affiliates, each Retained Employee such employee shall be given credit under such plan practice or policy for all service prior to the Closing Date with the Company or any Company Subsidiary Transferred Companies or any predecessor employer or other Affiliate of Holdings (to the extent such credit was given by the Company Transferred Companies, such predecessor or Company Subsidiary other Affiliate of Holdings), and all service with the Transferred Companies or Acquiror or any predecessor employer under of its Affiliates following the Closing Date but prior to the time such employee becomes such a comparable Plan)participant, for purposes of determining eligibility and vesting and for all other purposes for which such service is either taken into account or recognized (except where recognized; provided, however, such credit service need not be credited to the extent it would result in a duplication of accrued benefits including, without limitation, benefit accrual under defined benefit plans. To the Plans). Such service also extent allowable under applicable Law, Acquiror shall, and shall apply for purposes of satisfying cause the Transferred Companies to, (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Business Personnel under any waiting periods, evidence of insurability requirements, or welfare benefit plans in which such Business Personnel may be eligible to participate after the application of any preexisting condition limitations. Retained Employees shall be given full Closing Date and (ii) provide the Business Personnel with credit for amounts paid under any Plan during the same calendar year in which they commence participation in a comparable employee benefit plan of Purchaser for purposes of applying deductibles, co-payments and deductibles paid prior to the Closing Date in satisfying any applicable deductible or out-of-pocket maximums requirements under any welfare plans of Acquiror or any of its Affiliates in which the Business Personnel are eligible to participate after the Closing Date. (c) In the event that any of the Business Personnel employed by the Transferred Companies immediately prior to the Closing (each, an "Affected Employee") is discharged by the Transferred Companies after the Effective Time, then Acquiror 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 5.9 of the Holdings Disclosure Schedule. Acquiror shall be responsible and assume all liability for all notices or payments due to any Affected Employees, and all notices, payments, fines or assessments due to any Governmental Entity, pursuant to any applicable foreign, federal, state or local Law, with respect to the employment, discharge or layoff of employees by the Transferred Companies after the Closing, including, but not limited to, the Worker Adjustment and Retraining Notification Act, COBRA and any rules or regulations as though have been issued in connection therewith. (d) Prior to the Closing, Parent shall take all such amounts had been paid action as it shall deem necessary or appropriate, including, if necessary, adopting any amendments, so that, effective as of the Effective Time, each of the Transferred Companies shall cease to be a participating employer in the PHH Corporation Pension Plan (the "Pension Plan") and that all Business Personnel shall become fully vested in their accrued benefits under the Pension Plan. Following the Effective Time, distribution of benefits under the Pension Plan to employees and former employees of the Transferred Companies shall be made in accordance with the terms and conditions of the comparable Pension Plan. (e) There shall be established a bonus plan providing for bonuses to employees of the Transferred Companies substantially in the form of the bonus plan set forth in Section 5.9(e) of the Holdings Disclosure Schedule (the "Holdings Plan"). Holdings shall be responsible for all amounts payable pursuant to the Holdings Plan (other than severance payments due thereunder) and shall pay all amounts due thereunder (other than severance payments due thereunder) to the Acquiror Sub Surviving Corporation (which shall immediately pay or cause to be paid all such amounts to the appropriate employees entitled thereto) as and when such amounts become due. (f) Subject to Section 6.15 hereof, Holdings shall remain fully responsible for, and shall indemnify Acquiror, the Acquiror Sub Surviving Corporation, the Transferred Companies and their respective Affiliates, and the officers, directors, employees and agents of Acquiror, the Acquiror Sub Surviving Corporation, the Transferred Companies and their respective Affiliates and hold them harmless from and against, any and all claims, losses, damages, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) and other liabilities and obligations relating to under or arising in connection with the Holdings Plan (other than severance payments due thereunder). (g) After the Closing, Acquiror shall be responsible for, and shall indemnify and hold harmless Parent, Holdings and their respective Affiliates, and the officers, directors, employees and agents of Parent, Holdings and their respective Affiliates, and the fiduciaries (including plan administrators) of the Employee Benefit Plans, from and against any and all claims, losses, damages, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) and other liabilities and obligations relating to or arising out of (i) all salaries, commissions and vacation entitlements accrued but unpaid as of the Closing and post-Closing bonuses due to any Affected Employee (other than those arising under the Holdings Plan, except for severance payment obligations) and (ii) 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 Acquiror to the extent arising from the employment, discharge, layoff, termination or constructive termination after the Closing of any Affected Employee who becomes an employee of Acquiror or becomes or remains an employee of the Transferred Companies on or after the Closing. (h) Effective as of the Closing, the parties hereto shall take all action necessary and appropriate to cause the applicable Transferred Companies to (i) remain or become the sole sponsor of (A) the PHH Europe PLC Employee Benefits Plan (the "UK DB Plan") and (B) the PHH Flexible Pension Scheme (the "UK DC Plan and, collectively with the UK DB Plan, the "UK Plans") and (ii) subject to paragraphs (b) and (c) of this Section 5.9, assume and be solely responsible for all assets, liabilities and obligations whatsoever under the UK Plans. (i) As soon as practicable following the Closing, but in no event later than required by applicable law (i) Parent or one of its affiliates shall have in effect a defined contribution plan (the "Parent DC Plan") and a defined benefit plan (the "Parent DB Plan"), each of Purchaserwhich shall fully comply with all applicable laws, (ii) Acquiror shall cause the UK DB Plan to transfer to the Parent DB Plan all of the assets and liabilities relating to each of the currently active employees of Parent and its affiliates who are not also Business Personnel (the "Remaining DB Participants") and (iii) Acquiror shall cause the UK DC Plan to transfer to the Parent DC Plan all of the assets and liabilities relating to each of the currently active employees of Parent and its affiliates who are not also Business Personnel (the "Remaining DC Participants"). (j) With respect to the transfer described in clause (iii) of paragraph (b) above, an amount of cash or property reasonably acceptable to the trustee of the Parent DC Plan shall be transferred which shall equal 100% of the account balances of the Remaining DC Participants as of the date of such transfer. With respect to the transfer described in clause (ii) of paragraph (b) above, an amount of cash or property reasonably acceptable to the trustee of the Parent DB Plan shall be transferred which shall equal the total fair market value of assets funded in the UK DB Plan as of the date of transfer, multiplied by the Pro Rata Fraction. The Pro Rata Fraction shall equal the total liabilities applicable to the Remaining DB Participants, divided by the total liabilities under the UK DB Plan, in each case as of the date of transfer. Further, the Pro Rata Fraction shall be determined (i) in a manner consistent with all applicable laws, and (ii) based upon accrued service and final pensionable pay at the date of transfer and, subject to the next sentence hereof, the actuarial assumptions and methods utilized in connection with the most recently completed actuarial valuation as of the date of transfer. If the actuary for the UK DB Plan and the actuary for the Parent DB Plan cannot agree on the reasonableness of the actuarial assumptions and methods to be used in connection with the determination of the Pro Rata Fraction, such reasonableness shall be determined by a third enrolled actuary selected by the parties hereto which determination shall be binding and final. The costs of such third actuary shall be borne equally by the parties. Nothing contained in the foregoing shall in any way adversely impact the accrued benefits or legal rights of any participant of the UK DB Plan. Immediately following the date hereof, the parties hereto shall work together in good faith to develop a reasonable and equitable method of valuation and transfer in respect of the foregoing and shall effectuate such transfers as soon as practicable.

Employees; Employee Benefits. (a) On and after Following the ClosingClosing Date, Purchaser Buyer shall cause the Surviving Corporation Company to maintain provide insurance coverage under welfare benefit plans for to the benefit employees of the Retained Employees which provide benefits Company as of the Closing (the "Company Employees") that are not less favorable is substantially comparable in the aggregate to the insurance coverage currently provided to such employees than the benefits provided under the Plans as welfare benefit plans of the Closing for a period of not less than one year following the ClosingCompany. On and after the Closing, Purchaser shall cause the Surviving Corporation to establish or maintain, on behalf of the Retained Employees, for a period not less than one year following Following the Closing Date, the Company Employees shall be eligible to become participants in the Buyer 401(k) and Profit Sharing Plan (ithe "Buyer Qualified Plan") and the Buyer Scholarship Plan, in each case, in accordance with their terms as in effect from time to time. Except as expressly provided in the prior sentence or as otherwise agreed upon by the Company and the Buyer, the Company Employees shall not be eligible to participate in the employee benefit plans or compensation plans, programs or arrangements which provide benefits that are not less favorable in the aggregate than the benefits provided under the Plans as of the Closing, and (ii) incentive compensation and bonus plans or arrangements which provide payments not less than, and are administered consistently with, the incentive compensation and bonus Plans as of the ClosingBuyer. (b) With From and after the Closing Date, with respect to each employee benefit plan, practice or policy of Purchaser or any of its Affiliates, each Retained Employee shall be given credit group health plans under such plan practice or policy for all service with which the Company Employees are eligible to receive benefits, Buyer will, or will cause the Company to, (i) cause any Company Subsidiary pre-existing conditions or any predecessor employer limitations and eligibility waiting periods (to the extent such credit was given by limitations or waiting periods did not apply to a Company Employee under the comparable plans of the Company) to be waived with respect to a the Company or Employee and their eligible dependents and (ii) give each Company Subsidiary or any predecessor employer under a comparable Plan)Employee credit, for purposes of determining eligibility and vesting and for all other purposes for which such service is either taken into account or recognized (except where such credit would result in duplication of accrued benefits under the Plans). Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations. Retained Employees shall be given full credit for amounts paid under any Plan during the same calendar plan year in which they commence participation in a comparable employee benefit plan of Purchaser for purposes of applying deductiblesthe Company Employee becomes eligible to receive benefits under such plans, co-payments towards applicable deductibles and annual out-of-pocket maximums limits for expenses incurred prior to the time of such eligibility. Solely for purposes of the vesting of benefits under the Buyer Qualified Plan, each Company Employee shall receive service credit for employment with the Company (or its predecessor), to the same extent such service was recognized by the OMAM for such purpose under the tax-qualified defined contribution plan in which the Company Employees were eligible to participate immediately prior to the Closing. For purposes of eligibility to participate in the Buyer Scholarship Plan, each Company Employee shall receive service credit for employment with the Company (or its predecessor). (c) Buyer shall permit each Company Employee who is a participant in the United Asset Management Corporation Profit Sharing and 401(k) Plan (the "Holdings Plan"), and who elects to transfer his or her account balance under the Holdings Plan, to roll over his or her account balance (including any outstanding loans thereunder) to the Buyer Qualified Plan, as though such amounts had been paid soon as practicable following the Closing in accordance with the terms of the Buyer Qualified Plan. Holdings agrees to use and to cause OMAM to use its best efforts to cooperate with Buyer, its agents and designees to ensure a smooth transfer of accounts, records and recordkeeping to effect the transfers described in the previous sentence. Holdings further agrees to take and to cause OMAM to take such actions as are necessary, including securing the cooperation of the recordkeeper, trustee and other service providers of Holdings Plan, to effect such transfers. (d) Nothing in this Agreement, express or implied, shall be construed to prevent Buyer from terminating, amending or modifying to any extent or in any respect at any time or from time to time (i) Buyer's employment relationship with any employee, including any Company Employee, (ii) the terms and conditions of the comparable employment of any employee, including the Company Employees, (iii) any of the Company Plans or (iv) any of the Buyer's employee benefit plan plans, including the Buyer Qualified Plan and the Buyer Scholarship Plan. Nothing in this Section 5.6 shall be construed to provide a contract of Purchaseremployment, or to provide any other promise of future employment or benefits, to the Company Employees.

Employees; Employee Benefits. (a) On and after the ---------------------------- Closing, Purchaser until at least the first anniversary of the Closing, the Buyer shall cause the Surviving Corporation Company to maintain plans for provide the benefit employees of the Retained Employees which provide benefits that are not less favorable in the aggregate to such employees than the benefits provided under the Plans as of the Closing for a period of not less than one year following the Closing. On Company with salaries and after the Closing, Purchaser shall cause the Surviving Corporation to establish or maintain, on behalf of the Retained Employees, for a period not less than one year following the Closing (i) employee benefit plans or arrangements which provide benefits that are not incentive opportunities no less favorable in the aggregate than those provided to the benefits provided under the Plans Buyer's em- ployees in no less comparable positions as of the Closingdate hereof and to provide employees of the Company benefit plans, programs and (ii) incentive compensation and bonus plans or arrangements which provide payments not less thanon the terms described in Section 4.9 of the Buyer Disclosure Schedule. Notwithstanding anything in this Agreement to the contrary, and are administered consistently with, all employees of the incentive compensation and bonus Plans as of Company shall remain at will employees following the Closing. (b) With respect to each If any employee of the Company becomes a participant in any employee benefit plan, practice or policy of Purchaser the Buyer or any of its Affiliatesaffiliates, each Retained Employee such employee shall be given credit under such plan practice or policy for all service prior to the Closing Date with the Company or any Company Subsidiary or any predecessor employer (to the extent such credit was given by the Seller, the Company or Company Subsidiary or any predecessor employer under the comparable plan of such entity), and all service with the Company or the Buyer following the Closing Date but prior to the time such employee becomes such a comparable Plan)participant, for purposes of determining eligibility and vesting and for all other purposes for which such service is either taken into account or recognized (except where recognized; provided, however, such credit service need not be credited to the extent -------- ------- it would result in a duplication of accrued benefits benefits, including, without limitation, benefit accrual under the Plans)defined benefit plans. Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations. Retained Employees shall be given full credit for amounts paid under any Plan a corresponding benefit plan during the same calendar year in which they commence participation in a comparable employee benefit plan of Purchaser period for purposes of applying deductibles, co-payments copayments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the of the comparable Buyer employee benefit plan. (c) In the event that any person who is an employee of the Company immediately prior to the Closing (an "Affected Employee") is discharged by the Company as of or after the Closing, then the Buyer shall be responsible for any and all severance costs for such Affected Employee, owing under those agreements, plans or arrangements listed in Section 4.9(c) of the Seller Disclosure Schedule. The Buyer shall be responsible and assume all liability for all notices or payments due to any Affected Employees, 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, rule or regulation with respect to the employment, discharge or layoff of employees by the Company after the Closing, including but not limited to the Worker Adjustment and Retraining Notification Act and C.O.B.R.A. and any rules or regulations as have been issued in connection with the foregoing. (d) From and after the Closing, the Buyer shall be responsible for, and shall indemnify and hold harmless the Seller and its affiliates and their officers, directors, employees, affiliates and agents and the fiduciaries (including plan administrators) of Purchaserthe 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 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 (other than as provided in Section 4.9(f)) due to any Affected Employee, (ii) the liabilities assumed by the Buyer under this Section 4.9 or any failure by the Buyer to comply with the provisions of this Section 4.9 and (iii) 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 Buyer to the extent arising from the employment, discharge, constructive discharge, layoff or termination of any Affected Employee who becomes an employee of the Buyer or becomes or remains an employee of the Company on or after the Closing. (e) Following the Closing, the Buyer agrees to cooperate with the Seller in order to assist the Seller in communicating with employees or former employees of the Company (i) holding Seller Options, as required by applicable Law or for administrative purposes in connection with the Seller Options or (ii) eligible for participation in the retention bonus program set forth in Section 4.9(f) of the Seller Disclosure Schedule in connection with all payments required to be made in accordance with the terms thereof. (f) Notwithstanding anything to the contrary in this Agreement, the Seller shall provide to the Buyer or to the Company, as the case may be, the funds necessary to satisfy all payment obligations under the retention bonus program set forth in Section 4.9(f) of the Seller Disclosure Schedule and the Buyer shall, or shall cause the Company to, disburse, subject to Section 4.7(p), all such funds provided by the Seller in accordance with the terms of such retention bonus program.

Employees; Employee Benefits. (a) On and after the Closing, Purchaser shall cause the Surviving Corporation to maintain plans for the benefit of the Retained Employees which provide benefits that are not less favorable in the aggregate to such employees than the benefits provided under the Plans as of the Closing for a period of not less than one year following the Closing. On and after the Closing, Purchaser shall cause the Surviving Corporation to establish or maintain, on behalf of the Retained Employees, for a period not less than one year following the Closing (i) employee benefit plans or arrangements which provide benefits that are not less favorable in the aggregate than the benefits provided under the Plans as of the Closing, and (ii) incentive compensation and bonus plans or arrangements which provide payments not less than, and are administered consistently with, the incentive compensation and bonus Plans as of the Closing. (b) With respect to each employee benefit plan, practice or policy of Purchaser or any of its Affiliates, Purchaser shall make reasonable efforts to ensure that each Retained Employee shall be given credit under such plan practice or policy for all service prior to the Closing Date with the applicable Company or any Company Subsidiary or any predecessor employer (to the extent such credit was given by Seller, the applicable Company or Company Subsidiary or any predecessor employer under a comparable Plan), for purposes of determining eligibility and vesting and for all other purposes for which such service is either taken into account or recognized (except where recognized; provided, however, such credit service need not be credited to the extent it would result in a duplication of accrued benefits benefits, including benefit accrual under the Plans)defined benefit plans. Such Purchaser shall make reasonable efforts to ensure that such service also shall apply for purposes of satisfying any welfare benefit plan waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations. Purchaser shall make reasonable efforts to ensure that Retained Employees shall be given full credit for amounts paid under any Plan a corresponding employee benefit plan during the same calendar year in which they commence participation in a comparable employee benefit plan of Purchaser period for purposes of applying deductibles, co-payments copayments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the comparable employee benefit plan of Purchaser. The obligations of Purchaser under this Section 5.3(a) shall apply only to the extent that the Retained Employees commence participation under an employee benefit plan, practice or policy of the Purchaser or one of its Affiliates (other than the Companies) on or promptly after the Closing. (b) If any Retained Employee is discharged by the Company as of or after the Closing, then Purchaser shall be responsible for any and all severance costs for such Retained Employee, including payments owing under those agreements, plans or arrangements listed in the Disclosure Schedule. Purchaser shall be responsible and assume all liability for all notices or payments due to any Retained 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 employment, discharge or layoff of employees by the Company after the Closing, including the WARN Act and Section 4980B of the Code and any rules or regulations as have been issued in connection with the foregoing. (c) From and after the Closing, Purchaser shall be responsible for, and shall indemnify and hold harmless Seller and its 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 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, or retirement benefits earned but unpaid as of the Closing and post-Closing bonuses due to any Retained Employee (other than bonuses that become payable as a result of the transactions contemplated by this Agreement, all of which shall be satisfied by the Seller prior to the Closing), (ii) the liabilities assumed by Purchaser under this Section 5.3 or any failure by Purchaser to comply with the provisions of this Section 5.3, and (iii) any claims of, or damages or penalties sought by, any Retained Employees, or any Governmental Entity on behalf of or concerning any Retained Employees, with respect to any act or failure to act by Purchaser to the extent arising from the employment, discharge, layoff or termination of any Retained Employee. (d) Purchaser shall provide short-term disability coverage for all Retained Employees eligible to receive short-term disability benefits under policies of the Companies as of the Closing on substantially the same terms and conditions as in effect immediately prior to the Closing, so that such Retained Employees receive short-term disability benefits for a total of six months from the original date of disability. (e) Effective as of the Closing, Purchaser shall (i) assume liability for all active workers’ compensation cases attributable to Retained Employees as of the Closing; (ii) provide Retained Employees with coverage for all required workers’ compensation benefits and (iii) from and after the Closing be responsible for all required workers’ compensation claims filed by Retained Employees regardless of whether the underlying event for such claims occurred prior to the Closing.

Employees; Employee Benefits. (a) On After the Closing Date, Buyer shall treat all service completed by each employee of the Company ("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 ClosingClosing Date except for purposes of computing benefits under the actual benefit formula in a defined benefit plan (as defined in Section 3(35) of ERISA). For purposes of computing deductible amounts (or like adjustments or limitations on coverage) under any employee welfare benefit plan (including, Purchaser shall cause without limitation, any "employee welfare benefit plan" as defined in Section 3(l) of ERISA), expenses and claims previously recognized for similar purposes under the Surviving Corporation to maintain plans for the applicable welfare benefit plan of the Retained Employees which provide benefits that are not less favorable in the aggregate to such employees than the benefits provided Company or any Affiliate shall be credited or recognized under the Plans as of comparable plan maintained after the Closing for a period of not less than one year following the Closing. On and after the Closing, Purchaser shall cause the Surviving Corporation to establish or maintain, on behalf of the Retained Employees, for a period not less than one year following the Closing (i) employee benefit plans or arrangements which provide benefits that are not less favorable in the aggregate than the benefits provided under the Plans as of the Closing, and (ii) incentive compensation and bonus plans or arrangements which provide payments not less than, and are administered consistently with, the incentive compensation and bonus Plans as of the ClosingDate by Buyer. (b) With After the Closing Date, Buyer shall be responsible for, and shall indemnify and hold harmless Seller and its 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 or arising out of (i) all salaries, bonuses, commissions, vacation entitlements and other benefits accrued but unpaid as of the Closing and reflected on the balance sheets of the Company on the Closing Date, (ii) the employee benefit liabilities assumed by Buyer under this Agreement or any failure by Buyer to comply with the provisions of 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 each employee benefit plan, practice any act or policy of Purchaser or any of its Affiliates, each Retained Employee shall be given credit under such plan practice or policy for all service with the Company or any Company Subsidiary or any predecessor employer (failure to act by Buyer to the extent such credit was given by arising from the Company employment, discharge, layoff or Company Subsidiary or any predecessor employer under a comparable Plan), for purposes of determining eligibility and vesting and for all other purposes for which such service is either taken into account or recognized (except where such credit would result in duplication of accrued benefits under the Plans). Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application termination of any preexisting condition limitations. Retained Employees Employee. (c) After the Closing Date, Buyer shall be given full credit for amounts paid under not require Seller to make any additional contributions to any Plan during (including the same calendar year defined benefit pension plan described in which they commence participation in a comparable employee benefit plan of Purchaser for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the comparable employee benefit plan of Purchaser.Section

Employees; Employee Benefits. (a) On and after the Closing, Purchaser shall cause the Surviving Corporation to maintain plans for the benefit of the Retained Employees which provide benefits that are not less favorable in the aggregate to such employees than the benefits provided under the Plans as of the ---------------------------- Closing for a period of not less than one year following year, the Closing. On and after the Closing, Purchaser Buyer shall cause the Surviving Corporation Companies to establish or maintainprovide their respective employees with salary and benefit plans, on behalf of the Retained Employees, for a period not less than one year following the Closing (i) employee benefit plans or programs and arrangements which provide benefits that are not no less favorable in the aggregate than those currently provided by the benefits provided under the Plans Buyer to its current employees in comparable lines of business with commensurate service and position. In addition, except as of the Closing, and (ii) incentive compensation and bonus plans or arrangements which provide payments not less than, and are administered consistently withotherwise herein provided, the incentive compensation and bonus Plans as of the ClosingBuyer shall cause each Company to honor all employment agreements entered into by such Company. (b) With respect to each If any employee of either Company becomes a participant in any employee benefit plan, practice or policy of Purchaser the Buyer or any of its Affiliatesaffiliates, each Retained Employee such employee shall be given credit under such plan practice or policy for all service prior to the Closing Date with the Company or any Company Subsidiary Companies, or any predecessor employer (to the extent such credit was given by the such Company or Company Subsidiary or any predecessor employer under such predecessor), and all service prior to the time such employee becomes such a comparable Plan)participant, for purposes of determining eligibility and vesting and for all other purposes for which such service is either taken into account or recognized (except where recognized; provided, however, such credit service need not be credited to the extent it would result in a duplication of accrued benefits under benefits. In addition, if any employee of either Company becomes a participant in any employee benefit plan, practice or policy of the Plans). Such service also shall apply for purposes Buyer or any of satisfying any waiting periodsits affiliates, evidence of insurability requirements, or the application of any preexisting condition limitations. Retained Employees such employee shall be given full credit under such plan for amounts paid all copayments and deductibles made and preexisting condition exclusion periods satisfied (in whole or in part), prior to the Closing Date, to the extent such copayments, deductibles, and excluded periods are credited under any Plan during the same calendar year in which they commence participation in a comparable corresponding employee benefit plan of Purchaser for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance Company. (c) The Buyer shall comply with the terms notice requirements set forth in the Worker Adjustment and conditions Retraining Notification Act ("WARN Act") prior to effectuating within 90 days of the comparable employee benefit plan Closing (i) a "plant closing" (as defined in the WARN Act) affecting any site of Purchaser.employment or one or more facilities or operating units within any site of employment of the Companies, or (ii) a

Employees; Employee Benefits. (a) On and after the Closing, Purchaser shall cause until the Surviving Corporation to maintain plans for the benefit first anniversary of the Retained Employees which provide benefits that are not less favorable in the aggregate to such employees than the benefits provided under the Plans as of the Closing for a period of not less than one year following the Closing. On and after the Closing, Purchaser shall cause the Surviving Corporation Company to establish or maintain, on behalf of provide the Retained EmployeesEmployees with salaries, for a period not less incentive opportunities and benefit plans, programs and arrangements (other than one year following the Closing (istay bonus and retention arrangements, retiree health and retiree life insurance) employee benefit plans or arrangements which provide benefits that are not substantially no less favorable in the aggregate than the benefits those currently provided under the Plans as of the Closing, and (ii) incentive compensation and bonus plans or arrangements which provide payments not less than, and are administered consistently withdate hereof by the Seller, the incentive compensation Company and bonus Plans as of the ClosingCompany Subsidiaries. (b) With respect to each employee benefit plan, practice or policy of Purchaser or any of its Affiliates, each Retained Employee shall be given credit under such plan practice or policy for all service prior to the Closing Date with the Company or any Company Subsidiary or any predecessor employer (to the extent such credit was given by the Seller, the Company or Company Subsidiary or any predecessor employer under a comparable Plan), for purposes of determining eligibility and vesting and for all other purposes for which (but not benefit accrual); provided, however, such service is either taken into account or recognized (except where such credit shall not be credited to the extent it would -------- ------- result in a duplication of accrued benefits under the Plans)benefits. Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations. Subject to the terms of the plans of Purchaser, such Retained Employees shall be given full credit for amounts paid under any Plan a corresponding employee benefit plan during the same calendar year in which they commence participation in a comparable employee benefit plan of Purchaser period for purposes of applying deductibles, co-payments copayments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the comparable employee benefit plan of the Purchaser. (c) Purchaser shall be responsible and assume all liability for all notices or payments due to any Retained 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 employment, discharge or layoff of employees by the Company after the Closing, including the WARN Act, Section 4980B of the Internal Revenue Code and any rules or regulations as have been issued in connection with the foregoing. (d) From and after the Closing, Purchaser shall be responsible for, and shall indemnify and hold harmless the Seller and its 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 attorneys' fees and expenses) and other liabilities and obligations relating to or arising out of (i) all salaries, wages, commissions, bonuses, employee incentive or other compensation, severance, holiday, vacation, welfare or retirement benefits (other than retirement benefits provided by the Seller's Retirement Plan, Supplemental Retirement Plan, retiree health and retiree life insurance Plans, 1984 Executive Benefit Retirement Plan, 1988 Executive Survivor Benefits Plan and 1988 Management Survivor Benefits Plan) earned on or after the Closing by any Retained Employee or reserved on the Closing Statement, (ii) the liabilities expressly assumed by Purchaser under this Section 5.6 or any failure by Purchaser to comply with the provisions of this Section 5.6, (iii) any continuing contributions or other obligations of the Company with respect to the Plans listed on the Disclosure Schedule as Plans subject to collective bargaining agreements, (iv) any claims of, or damages or penalties sought by, any Retained Employee, or any Governmental Entity on behalf of or concerning any Retained Employee, with respect to any act or failure to act by Purchaser after the Closing to the extent arising from the employment, discharge, layoff or termination of any Retained Employee after the Closing and (v) the EEOC Investigation identified in the Disclosure Schedule. (e) Seller shall be responsible for, and shall indemnify and hold harmless Purchaser and its Affiliates and their officers, directors, employees, Affiliates, agents and the fiduciaries (including plan administrators) of the Plans from and against any and all claims, losses, damages, costs, expenses (including attorney's fees and expenses) and other liabilities and obligations occurring or incurred prior to the Closing and relating to or arising out of (i) all salaries, wages, commissions, bonuses, employee incentive or other compensation, severance, holiday, vacation, welfare or retirement benefits (including, without limitation, benefits provided under the Seller's Retirement Plan, Supplemental Retirement Plan, retiree health and retiree life insurance Plans, 1984 Executive Benefit Retirement Plan, 1988 Executive Survivor Benefits Plan and 1988 Management Survivor Benefits Plan) earned on or prior to the Closing by any Retained Employee other than those reserved on the balance sheet of the Company and its consolidated Subsidiaries as of the Closing Date, (ii) all liabilities not expressly assumed by the Purchaser under this Section 5.6 or any failure by Seller to comply with the provisions of this Section 5.6, (iii) those qualified Plans sponsored or maintained by the Company that are listed on the Disclosure Schedule and identified as frozen Plans, (iv) the completion of the termination of those Plans listed on the Disclosure Schedule and identified as Plans in the process of being terminated, (v) any contributions or other obligations of the Company incurred prior to the Closing with respect to the Plans listed on the Disclosure Schedule as Plans subject to collective bargaining agreements, and (vi) any claims or damages or penalties sought by any Retained Employee, or any Governmental Entity on behalf of or concerning any Retained Employee, with respect to any act or failure to act by Seller or the Company prior to the Closing to the extent arising from the employment, discharge, layoff or termination of any Retained Employee (other than the EEOC Investigation identified in the Disclosure Schedule). (f) As of the Closing, any vested portion of an option to purchase shares of Seller Common Stock issued pursuant to the 1994 Stock Option and Restricted Stock Plan or the 1999 Stock Option and Restricted Stock Plan shall remain exercisable until the earlier of three years following the date of the Closing or the Terminal Date (as defined in each of such Plans) of such option. (g) Effective as of the Closing, the Company, Seller and Purchaser shall take all action necessary and appropriate to cause the liabilities of Seller's Deferred Compensation Administration Plan II and the Option Gain Deferral Plan (collectively, the "Deferred Compensation Plans") attributable to Retained --------------------------- Employees to be transferred to a comparable deferred compensation plan sponsored by the Purchaser or the Company (the "Purchaser DC Plans") in which such ------------------ employees are eligible to participate; provided, however, that such liabilities -------- ------- shall only be transferred to the extent of the amount of the reserve on the Closing Statement. Following such transfer, Purchaser, the Company and the Purchaser DC Plans (or any successor thereto) shall be solely responsible for all liabilities under the Deferred Compensation Plans relating to such Retained Employees. (h) Seller shall take all action as may be necessary and appropriate (i) to cause each Retained Employee who is a participant in Seller's Profit-Sharing Investment Plan, as amended (the "PSIP"), (x) to be treated as a terminated ---- employee with respect to the PSIP effective as of the date of Closing with respect to eligibility to make contributions and to receive loans, in-service withdrawals, allocations of employer contributions and forfeitures and (y) to become fully vested in all benefits accrued under the PSIP through the date of Closing; (ii) to cause the PSIP to make available to such Retained Employees as soon as practicable following the Closing Date a distribution that qualifies under Code Section 401(k)(10) and thus allows each Retained Employee to roll over such distribution into an individual retirement account or a qualified plan of the Company or Purchaser (if such plan permits such roll over); and (iii) if requested by a Retained Employee, to transfer all outstanding loan balances under the PSIP to a qualified Plan of the Company. (i) The liabilities of Seller's Retirement Plan attributable to Retained Employees shall remain in Seller's Retirement Plan and Seller shall provide for the payment as they become due and in accordance with the terms of such Plan upon the Retained Employee's termination of employment from Seller. Effective as of the Closing, such Retained Employees shall not be entitled to any additional credit for service or age under Seller's Retirement Plan; provided, however, that the Retained Employees will be credited with any service with Purchaser and its Affiliates following the Closing for purposes of determining the Retained Employees' eligibility for an early retirement benefit under the Seller's Retirement Plan. (j) Purchaser and the Company shall provide to Seller such information necessary for Seller to provide those benefits to Retained Employees described in this Section 5.6, including, but not limited to, confirmation of a Retained Employee's termination of employment from the Company or Purchaser. Seller shall take all steps reasonable to provide to Purchaser and, if necessary, the Retained Employees, such information necessary for Purchaser to provide those benefits to Retained Employees described in this Section 5.6, including, without limitation, confirmation of a Retained Employee's termination of employment from Seller and its affiliates and subsidiaries. (k) Except where this Agreement provides otherwise, Seller shall pay (or provide for the payment, as applicable) as of the date of Closing directly to each eligible Retained Employee (i) a pro-rata award under Seller's Management Incentive Plan, in accordance with the terms of the Plan and consistent with past practice; (ii) a lump sum payment equal to the vested benefits credited to the Account (as defined in Seller's Supplemental PSIP) of each eligible Retained Employee who is a participant in Seller's Supplemental PSIP; and (iii) the present value of the benefit payable to each Retained Employee who is a participant in the Seller's Supplemental Retirement Plan in either a lump sum payment or in accordance with the Retained Employee's election, as appropriate under the terms of such Plan, and otherwise in accordance with the terms of each such Plan. (l) The Purchaser shall assume all responsibility for providing benefits required under Part 6 of Title I of ERISA ("COBRA Benefits") in respect of -------------- qualifying events occurring on or after the Closing for Retained Employees and their qualified beneficiaries. Seller shall retain liability for all COBRA Benefits in respect of qualifying events occurring prior to Closing for Retained Employees and their qualified beneficiaries. (m) Seller shall retain the liabilities pursuant to Seller's retiree heath and retiree life insurance Plans attributable to Retained Employees and shall provide coverage in accordance with the terms and conditions of such Plans upon the eligible Retained Employee's termination of employment from the Company or Purchaser. For purposes of determining a Retained Employee's eligibility for such benefits as a retiree of Seller, employment with Seller shall be deemed to terminate as of the Closing, and no period of time after the Closing shall be taken into consideration in determining eligibility. (n) Purchaser shall provide short-term disability coverage for all Retained Employees eligible to receive short-term disability benefits as of the Closing on substantially the same terms and conditions as in effect immediately prior to the Closing, so that such Retained Employees receive short-term disability benefits for a total of six months. (o) Seller shall provide a long-term disability benefit pursuant to the terms and conditions of Seller's Long-Term Disability Plan to (i) all Retained Employees who are on long-term disability as of the Closing and (ii) those Retained Employees who are on short-term disability leave as of the Closing and who become eligible to receive a long-term disability benefit upon the expiration of such short-term disability leave following the Closing. (p) Effective as of the Closing, Purchaser shall be responsible for all workers' compensation claims filed by Retained Employees based on events occurring on and after the Closing. Seller shall retain liability for all workers' compensation claims filed by Retained Employees and cases based on events occurring prior to the Closing. (q) In accordance with the terms of employment agreements entered into between the Purchaser and certain Retained Employees, Seller shall, upon the request of any Retained Employee, pay to the Purchaser any payments due to such Retained Employee under the Company's Divestiture Incentive Plan. (r) The Company, Seller and Purchaser shall cooperate and take all such action as may be necessary to carry out the terms of this Section 5.6.