Common use of Employees; Employee Benefits Clause in Contracts

Employees; Employee Benefits. Effective from and after the Closing Date, the Buyer shall: (i) cause the Business Employees whom shall continue to be employed by the Company following the Closing (the “Continuing Employees”), to be given credit 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 employee benefit plans, programs or policies providing benefits to the 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 the Continuing Employees (and their dependents) for any eligible expenses incurred under all employee health or other welfare benefit plans of the Company for purposes of satisfying all deductible, coinsurance and maximum out of pocket requirements applicable to the 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 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 Section 6.2, or (iii) obligate the Buyer or any of its Affiliates to retain the employment of any particular Continuing Employee for any specified period of time following the Closing Date.

Employees; Employee Benefits. Effective from (a) On and after the Closing DateClosing, the Buyer shall: (i) Purchaser shall cause the Business Surviving Corporation to maintain plans for the benefit of the Retained Employees whom 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 continue cause the Surviving Corporation to be employed by establish or maintain, on behalf of the Company 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 “Continuing Employees”)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 its respective Affiliates vesting and predecessor entities for all other purposes for which such service is either taken into account or recognized (including, but not limited to, eligibility to participate, vesting credit, entitlement to except where such credit would result in duplication of accrued benefits and benefit accrual) under any employment or employee benefit plans, programs or policies providing benefits to the 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 dependentsPlans); and (iii) credit the Continuing Employees (and their dependents) for any eligible expenses incurred under all employee health or other welfare benefit plans of the Company . Such service also shall apply for purposes of satisfying all deductibleany waiting periods, coinsurance and maximum out evidence of pocket requirements applicable to insurability requirements, or the 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 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 or compensatory arrangementof Purchaser for purposes of applying deductibles, (ii) give any Continuing Employee any right to enforce, or make any Continuing Employee a thirdco-party beneficiary payments and out-of, -pocket maximums as though such amounts had been paid in accordance with the provisions terms and conditions of Section 6.2, or (iii) obligate the Buyer or any comparable employee benefit plan of its Affiliates to retain the employment of any particular Continuing Employee for any specified period of time following the Closing DatePurchaser.

Employees; Employee Benefits. Effective (a) With the exception of the CBU Plan, the DSLT Supplemental Executive Retirement Plan and the DSLT Top Management Plan (collectively, the "Continued Plans"), the Companies shall cease to be (and Buyer shall not become) a sponsor and cease to be a contributing employer under all benefit plans maintained in whole or in part by Seller, Savannah or any Company prior to Closing. To the extent necessary, if one or more of the Companies is the sole sponsor of any such Company Plans, Seller shall cause such Company Plans to be terminated by the Companies effective not later than the Closing Date (or, if the plan is a defined benefit plan, one day before the Closing Date). If one or more of the Companies is a sponsor but is not the sole sponsor of any such Company Plans, Seller shall cause such action as may be necessary to be taken to completely sever the Companies' sponsorship of such Company Plans, effective not later than the Closing Date (or, if the plan is a defined benefit plan, one day before the Closing Date). If the plan is a plan subject to Section 204(h) of ERISA, Seller shall take all further actions that may be required to cease permanently the accrual of any further benefits under the plan including, without limitation, the issuance of any notices in advance of such cessation. With the exception of the Continued Plans, from and after the Closing, neither Buyer nor any Company shall adopt, continue, contribute to or in any other manner accept or continue responsibility for the administration or funding of any benefit plan that was maintained prior to Closing by Company for the benefit of employees. There shall be no spin-off of either liabilities or assets from any Company Plan prior to Closing to any plan covering employees on and after Closing. On and after the Closing, until at least the first anniversary of the Closing, Buyer shall cause the Companies to provide the employees of the Companies with salary and benefit plans, programs and arrangements no less favorable in the aggregate than those currently provided by the applicable Company. (b) If, within the first year after Closing, any employee of a Company becomes a participant in any employee benefit plan of Buyer or any of its affiliates, such employee shall be given credit under such plan for the last continuous period of service with such Company or any predecessor employer (to the extent such credit was given by the Execution Copy Company or such predecessor) prior to and after the Closing ("Service Credit") for purposes of determining eligibility to participate and vesting in benefits but for no other purpose (including, without limiting the generality of the foregoing, the accrual of benefits). Employees of the Company shall also receive Service Credit for purposes of determining benefits under any vacation policy or severance plan or arrangement maintained for the benefit of employees of the Company. (c) In the event that any person who is an employee of any Company immediately prior to the Closing (an "Affected Employee") is discharged by Buyer or any Company after the Closing, then Buyer shall be responsible for (i) severance costs for such Affected Employee, in an amount equal to not less than one week of pay for every year of Service Credit of the Affected Employee as of the date of termination if such employee would be entitled to severance under the plans and programs generally applicable to similarly situated employees of Buyer in connection with such discharge, if such termination occurs on or before the first anniversary of the Closing, or (ii) if such termination of employment occurs after the first anniversary of the Closing, severance costs if and to the extent that any severance plan established for the benefit of employees of the Companies after the Closing Date provides any benefits to such Affected Employee. 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 governmental authority, under any applicable Law with respect to the employment, discharge or layoff of employees by any Company after the Closing, including but not limited to, the WARN Act and any rules or regulations as have been issued in connection with the foregoing. (d) Buyer agrees that, effective as of 12:01 a.m. on the day following the Closing Date, each Affected Employee shall be immediately eligible to participate, without any waiting time, in a group health plan (as defined in Section 5000(b)(1) of the Code) which credits such Affected Employee towards the deductibles, coinsurance and maximum out-of-pocket provisions imposed under such group health plan, for the calendar year during which the Closing Date occurs, with any applicable expenses already incurred during the portion of the year preceding the Closing Date under the applicable group health plans of Seller; provided, however, such obligation of Buyer is contingent on Seller furnishing sufficient information in sufficiently usable form to enable Buyer to reasonably administer its plan. (e) Buyer agrees to provide group health plan continuation coverage which meets the requirements of Section 4980B of the Code to each Affected Employee, each former employee of the Companies and each of their respective beneficiaries and dependents (A) who, immediately prior to the Closing, is receiving group health plan continuation coverage under Section 4980B of the Code under a group health plan of Seller, or (B) who otherwise constitutes an "M&A Qualified Beneficiary" of the Companies with respect to the transactions described in this Agreement within the meaning of Treasury Regulation Section 55.4980B-9. (f) With respect to former employees of the Companies (determined as of Closing), Seller shall be responsible and assume all liability for obligations relating to post-retirement welfare plans covering the employees or former employees of the Companies, all of which obligations are summarized in Section 4.8(f) of the Seller Disclosure Letter. (g) Prior to, but effective as of and contingent upon, the Closing, Seller shall transfer, and Brands shall assume, sponsorship of the CBU Plan. Between the date of this Agreement and the Closing, Seller agrees to administer the CBU Plan, or to cause Brands to administer the CBU Plan, in all material respects in accordance with the provisions of ERISA and the Code. Seller shall be responsible for filing all annual reports or similar governmental reports that may be due with respect to any plan year that ends prior to or coincident with Closing. To the extent reasonably requested by Buyer, Seller will cooperate fully with Buyer in filing all annual reports and other similar governmental reports that may be due with respect to the plan year ending after Closing. At or prior to Closing, Seller shall deliver to Buyer the pertinent records relating to the CBU Plan, including records relating to participants who were not former employees of the Companies. (h) Seller and Buyer shall cooperate and take all steps reasonably necessary or appropriate so that, as soon as practicable following the Closing Date, the Affected Employees who are participants in the Imperial Sugar Company 401(k) Savings Plan are permitted to take a distribution or to rollover their benefits under that plan to one or more defined contribution plans sponsored by Buyer shall: or its affiliates (collectively, the "Transferee Savings Plan"). From and after any such rollover, Buyer and the Transferee Savings Plan shall be solely responsible for all liabilities with respect to the transferred benefits of the Affected Employees. (i) Buyer acknowledges that, at the Closing, the participation by the Companies in all employee benefit plans other than the Continued Plans shall terminate, and Buyer shall be solely responsible for providing or causing the Companies to provide any successor or alternate plans. (j) Buyer shall cause the Business Employees whom shall continue Companies to be employed by honor the Company following the Closing (the “Continuing Employees”), to be given credit 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 employee benefit plans, programs or policies providing benefits to the Continuing Employees (including those providing for severance, vacation and other paid time-off) collective bargaining agreement identified 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 Section 2.12 of the Continuing Employees (and their dependents); and (iii) credit the Continuing Employees (and their dependents) for any eligible expenses incurred under all employee health or other welfare benefit plans of the Company for purposes of satisfying all deductible, coinsurance and maximum out of pocket requirements applicable to the 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 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 Section 6.2, or (iii) obligate the Buyer or any of its Affiliates to retain the employment of any particular Continuing Employee for any specified period of time following the Closing DateSeller Disclosure Letter.

Employees; Employee Benefits. Effective from and (a) For a period of one year after the Closing DateClosing, the Buyer shall: (i) Purchaser shall cause the Business Employees whom shall continue Surviving Corporation to be employed by maintain plans for the Company following benefit of the Closing 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 “Continuing Employees”aggregate to such employees than the benefits provided under the Plans (including cash incentive compensation and cash bonus plans or arrangements), as of the Closing. (b) With respect to each employee benefit plan, practice, policy or arrangement of Purchaser or any of its Affiliates, each Retained Employee shall be given credit under such plan, practice, policy or arrangement for all service with the Company or any predecessor employer (to the extent such credit was given by the Company or any predecessor employer under a comparable plan, practice, policy or arrangement), for purposes of determining eligibility and its respective Affiliates vesting, and predecessor entities for all other purposes (including, but not limited to, eligibility to participate, vesting credit, entitlement to benefits and benefit accrual) under any employment for which such service is either taken into account or employee benefit plans, programs or policies providing benefits to the 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 recognized except as would result in a duplication of the Continuing Employees (and their dependents); and (iii) credit the Continuing Employees (and their dependents) for any eligible expenses incurred under all employee health or other welfare benefit plans of the Company benefits. Such service also shall apply for purposes of satisfying all deductibleany waiting periods, coinsurance and maximum out evidence of pocket requirements applicable to insurability requirements, or the 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 application of any preexisting condition limitations 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 or compensatory arrangementof Purchaser for purposes of applying deductibles, 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 except as would result in a duplication of benefits. (iic) give If any Continuing Retained Employee any right to enforce, or make any Continuing Employee a third-party beneficiary of, is discharged by the provisions of Section 6.2, or (iii) obligate the Buyer Surviving Corporation or any of its Affiliates 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 retain 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 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 particular Continuing Employee 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 any specified period of time following 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. Effective (a) On and after the Closing, until at least the first anniversary of the Closing, Purchaser shall cause the Companies to provide the Retained Employees with compensation and employee benefits that are substantially comparable in the aggregate to those currently provided as of the date 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 SBV, the BVI Company and the BVI Company Subsidiaries in the case of Retained Employees who are former employees of BVI Company and the BVI 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 for all service prior to the Closing Date with any Company or any predecessor employer (to the extent such credit was given by the Seller, the Company 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; provided, however, such service need not be credited to the extent it would result in a duplication of benefits, including benefit accrual under 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 credit for amounts paid under a corresponding employee benefit plan during the same 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 DateClosing, 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 Buyer shall: 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) cause all salaries, wages, commissions, employee incentive or other compensation, severance, holiday, vacation, or retirement benefits earned but unpaid as of the Business Employees whom shall continue Closing and post-Closing bonuses due to be employed 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 following with respect to the Closing 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 “Continuing EmployeesSchlumberger 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 be given credit for all service with the extent provided under the terms of the applicable plan and option agreement. (f) Each Company shall retain each of the Company and its respective Affiliates and predecessor entities for all purposes Plans (other than Retained Plans) listed on the Disclosure Schedule, including, but not limited to, eligibility 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 participateRetained 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, vesting crediteffective as of the Closing (or such earlier date as may be provided in the applicable Retained Plan), entitlement 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 benefit accrualbegin 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) under any employment or employee benefit plans, programs or policies providing 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 Continuing 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 (including 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 providing for severanceRetained 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, vacation and other paid timehowever, that any Retained Employee who was inactive as a result of short-off) 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 Date; would be deemed a “recurring condition” under the applicable Company Plan then in effect. (iim) waive Sellers shall retain liability for any pre-existing exclusion requirements or waiting periods under 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 employee health or other welfare benefit plans continuedworkers’ compensation benefits and, established or maintained on or from and after the Closing Date 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 benefit of the Continuing Employees (and their dependents); and (iii) credit the Continuing Employees (and their dependents) for any eligible expenses incurred under all employee health or other welfare benefit plans of the Company for purposes of satisfying all deductible, coinsurance and maximum out of pocket requirements applicable to the 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 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 Section 6.2, or (iii) obligate the Buyer or any of its Affiliates to retain the employment of any particular Continuing Employee for any specified period of time following the Closing DatePlans due before Closing.

Employees; Employee Benefits. (a) On and after the Closing, until December 31, 2003, Purchaser shall cause the Company to provide the Retained Employees with salaries, incentive opportunities and benefit plans, programs and arrangements (excluding equity based opportunities, plans, programs and arrangements) comparable in the aggregate to those provided as of the date hereof by Seller, the Company and 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 Company 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 for all service prior to the Closing Date with the Company, any of its Subsidiaries or any predecessor employer (to the extent such credit was given by Seller, the 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; provided, however, such service need not be credited to the extent it would result in a duplication of benefits, including benefit accrual under 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 credit for amounts paid under a corresponding employee benefit plan during the same period for purposes of applying deductibles, 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 Buyer shall: (i) cause the Business case of Section 5.6(g)(i), that, with respect to active workers' compensation cases attributable to Covered Employees whom shall continue to be employed by the Company following as of the Closing (and each workers' compensation claim attributable to Covered Employees based on an underlying event that occurred prior to the “Continuing Employees”Closing, Seller shall, subject to Section 5.6(g)(i), to be given credit for all service process such claims in accordance with the Company standard practice and its respective Affiliates and predecessor entities for all purposes applicable Law. (including, but not limited to, eligibility to participate, vesting credit, entitlement to benefits and benefit accrualh) under any employment or employee benefit plans, programs or policies providing benefits to the Continuing Employees (including those providing for severance, vacation and other paid time-off) on or 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 (iithe "Purchaser DC Plans") 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 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 their dependents); 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. (iiij) credit Without limiting the Continuing 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. (and their dependentsk) for By way of clarification, the parties intend that with respect to any eligible expenses incurred under all employee health assets set aside in a trust or other welfare benefit plans 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 satisfying all deductible, coinsurance the transactions contemplated by this Agreement; (ii) the NFO Research Inc. Pension Plan shall be treated as maintained solely by the Company and maximum out sponsorship of pocket requirements applicable such Plan will remain with the Company; and (iii) to the Continuing Employees (and their dependents) under extent that any insurance policies are funding Plans maintained by or for the corresponding health and benefit of the Company that are welfare benefit plans 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. Nothing contained in this Section 6.2 shall (i) be treated as an amendment of any 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 Section 6.2, or (iii) obligate the Buyer or any of its Affiliates to retain the employment of any particular Continuing Employee for any specified period of time following the Closing Date.

Employees; Employee Benefits. Effective (a) On and after the Closing, until the first anniversary of the Closing, Purchaser shall cause the Company to provide the Retained Employees with salaries, incentive opportunities and benefit plans, programs and arrangements (other than stay bonus and retention arrangements, retiree health and retiree life insurance) which are substantially no less favorable in the aggregate than those currently provided as of the date hereof by the Seller, the Company and the 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 for all service prior to the Closing Date with the Company or any predecessor employer (to the extent such credit was given by the Seller, the Company or any predecessor employer under a comparable Plan), for purposes of determining eligibility and vesting (but not benefit accrual); provided, however, such service shall not be credited to the extent it would -------- ------- result in a duplication of benefits. Such service 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 credit for amounts paid under a corresponding employee benefit plan during the same period for purposes of applying deductibles, 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 Buyer shall: 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 Business PSIP to make available to such Retained Employees whom shall continue to be employed by the Company 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 (the “Continuing Employees”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 given entitled to any additional credit for all 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 and its respective Affiliates and predecessor entities shall provide to Seller such information necessary for all purposes (Seller to provide those benefits to Retained Employees described in this Section 5.6, including, but not limited to, eligibility confirmation of a Retained Employee's termination of employment from the Company or Purchaser. Seller shall take all steps reasonable to participateprovide to Purchaser and, vesting creditif necessary, entitlement 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 accrualpayable 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) under any employment or employee benefit plans, programs or policies The Purchaser shall assume all responsibility for providing benefits to the Continuing Employees required under Part 6 of Title I of ERISA (including those providing for severance, vacation and other paid time-off"COBRA Benefits") in respect of -------------- qualifying events occurring on or after the Closing Date; 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) waive any prethose Retained Employees who are on short-existing exclusion requirements or waiting periods under 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 employee health or other welfare benefit plans continued, established or maintained workers' compensation claims filed by Retained Employees based on or events occurring on and after the Closing Date Closing. Seller shall retain liability for the benefit of the Continuing all workers' compensation claims filed by Retained Employees (and their dependents); and (iii) credit the Continuing Employees (and their dependents) for any eligible expenses incurred under all employee health or other welfare benefit plans of the Company for purposes of satisfying all deductible, coinsurance and maximum out of pocket requirements applicable cases based on events occurring prior to the Continuing Employees Closing. (q) In accordance with the terms of employment agreements entered into between the Purchaser and their dependents) 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 corresponding health Company's Divestiture Incentive Plan. (r) The Company, Seller and welfare benefit plans Purchaser shall cooperate and take all such action as may be necessary to carry out the terms of the Company. Nothing contained in this Section 6.2 shall (i) be treated as an amendment of any 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 Section 6.2, or (iii) obligate the Buyer or any of its Affiliates to retain the employment of any particular Continuing Employee for any specified period of time following the Closing Date5.6.

Employees; Employee Benefits. Effective from (a) On and after the ---------------------------- Closing Datefor a period of one year, the Buyer shall: (i) shall cause the Business Employees whom shall continue Companies to be employed by the Company following the Closing (the “Continuing Employees”), to be given credit for all service provide their respective employees with the Company salary 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 employee benefit plans, programs or policies providing benefits and arrangements no less favorable in the aggregate than those currently provided by the Buyer to its current employees in comparable lines of business with commensurate service and position. In addition, except as otherwise herein provided, the Continuing Employees Buyer shall cause each Company to honor all employment agreements entered into by such Company. (including those providing for severance, vacation and other paid time-offb) on or after the Closing Date; (ii) waive If 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 the Continuing Employees (and their dependents) for any eligible expenses incurred under all employee health or other welfare benefit plans of the either Company for purposes of satisfying all deductible, coinsurance and maximum out of pocket requirements applicable to the Continuing Employees (and their dependents) under the corresponding health and welfare benefit plans of the Company. Nothing contained becomes a participant in this Section 6.2 shall (i) be treated as an amendment of any employee benefit plan plan, practice or compensatory arrangement, (ii) give any Continuing Employee any right to enforce, or make any Continuing Employee a third-party beneficiary of, the provisions policy of Section 6.2, or (iii) obligate the Buyer or any of its Affiliates affiliates, such employee shall be given credit under such plan for all service prior to retain the employment Closing Date with the Companies, or any predecessor employer (to the extent such credit was given by such Company or such predecessor), and all service prior to the time such employee becomes such a participant, for purposes of eligibility and vesting and for all other purposes for which such service is either taken into account or recognized; provided, however, such service need not be credited to the extent it would result in a duplication of benefits. In addition, if any particular Continuing Employee employee of either Company becomes a participant in any employee benefit plan, practice or policy of the Buyer or any of its affiliates, such employee shall be given credit under such plan for any specified period of time following 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 the corresponding employee benefit plan of such Company. (c) The Buyer shall comply with the notice requirements set forth in the Worker Adjustment and Retraining Notification Act ("WARN Act") prior to effectuating within 90 days of the Closing (i) a "plant closing" (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment of the Companies, or (ii) a

Employees; Employee Benefits. Effective from and after (a) If any employee of the Closing DateCompany or any of its Subsidiaries becomes a participant in any employee benefit plan, practice or policy of the Buyer shall: (i) cause the Business Employees whom or any of its affiliates, such employee shall continue to be employed by the Company following the Closing (the “Continuing Employees”), to be given credit under such plan for all service prior to the Closing Date with the Company and its Subsidiaries or any predecessor employer (to the extent such credit was given by the Seller, the Company or any predecessor employer), and all service with the Company and its respective Affiliates Subsidiaries or the Buyer following the Closing Date but prior to the time such employee becomes such a participant, for purposes of determining eligibility and predecessor entities vesting and for all other purposes for which such service is either taken into account or recognized; provided, however, such service need not be credited to -------- ------- the extent it would result in a duplication of benefits, including, without limitation, benefit accrual under 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. Employees shall be given credit for amounts paid under a corresponding benefit plan during the same period for purposes of applying deductibles, 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 the 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 not limited tounpaid as of the Closing, eligibility post-Closing bonuses due to participateany Affected Employee under the Company Plans and all payments required to be made under The Red Wing Company Inc. Bonus Plan, vesting credit(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, entitlement or damages or penalties sought by, any Affected Employee, or any Governmental Entity on behalf of or concerning any Affected Employee, with respect to benefits and benefit accrual) under any employment act or employee benefit plans, programs or policies providing benefits failure to act by Buyer to the Continuing Employees (including those providing for severanceextent arising from the employment, vacation and other paid time-off) 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 Date; Closing. (iid) waive any pre-existing exclusion requirements or waiting periods under all employee health or other welfare benefit plans continued, established or maintained on or From and after the Closing Date for Closing, the benefit of Buyer shall cause the Continuing Employees (Company to continue in full force and their dependents); and (iii) credit the Continuing Employees (and their dependents) for any eligible expenses incurred under effect all employee health or other welfare benefit plans collective bargaining agreements listed in Section 2.11 of the Company for purposes of satisfying Disclosure Schedule and all deductible, coinsurance and maximum out of pocket requirements applicable successor agreements thereto entered into prior to the 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 employee benefit plan or compensatory arrangement, (ii) give any Continuing Employee any right Closing to enforce, or make any Continuing Employee a third-party beneficiary of, the provisions of Section 6.2, or (iii) obligate which the Buyer or any of its Affiliates to retain the employment of any particular Continuing Employee for any specified period of time following the Closing Datehas consented.

Employees; Employee Benefits. Effective from and after (a) After the Closing Date, the Buyer shall: (i) cause the Business Employees whom shall continue to be employed treat all service completed by each employee of the Company following the Closing (the “Continuing Employees”), to be given credit for all service "Employee") with the Company or any Affiliate thereof, and its respective Affiliates and any predecessor entities thereto, the same as service completed with Buyer for all purposes 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, eligibility to participate, vesting credit, entitlement to benefits and benefit accrual) under any employment or ?employee benefit plans, programs or policies providing benefits to the Continuing Employees (including those providing for severance, vacation and other paid time-offplan? as defined in Section 3(3) on or after the Closing Date; (iiof ERISA) waive any pre-existing exclusion requirements or waiting periods under all employee health or other welfare benefit plans continued, established or maintained by Buyer on or after the Closing 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, 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 applicable welfare benefit plan of the Continuing Employees Company or any Affiliate shall be credited or recognized under the comparable plan maintained after the Closing Date by Buyer. (b) After the Closing Date, Buyer shall be responsible for, and shall indemnify and hold harmless Seller and its Affiliates and their dependents); 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) credit the Continuing Employees (and their dependents) for any eligible expenses incurred under all employee health claims of, or other welfare benefit plans damages or penalties sought by, any Employee, or any governmental entity on behalf of the Company for purposes of satisfying all deductibleor concerning any Employee, coinsurance and maximum out of pocket requirements applicable with respect to any act or failure to act by Buyer to the Continuing Employees (and their dependents) under extent arising from the corresponding health and welfare benefit plans of the Company. Nothing contained in this Section 6.2 shall (i) be treated as an amendment employment, discharge, layoff or termination of any employee benefit plan or compensatory arrangement, Employee. (iic) give any Continuing Employee any right to enforce, or make any Continuing Employee a third-party beneficiary of, the provisions of Section 6.2, or (iii) obligate the Buyer or any of its Affiliates to retain the employment of any particular Continuing Employee for any specified period of time following After the Closing Date., Buyer shall not require Seller to make any additional contributions to any Plan (including the defined benefit pension plan described in Section

Employees; Employee Benefits. (a) 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 for all service prior to the Closing Date with the applicable Company or any predecessor employer (to the extent such credit was given by Seller, the applicable Company 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; provided, however, such service need not be credited to the extent it would result in a duplication of benefits, including benefit accrual under defined benefit plans. 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 credit for amounts paid under a corresponding employee benefit plan during the same period for purposes of applying deductibles, 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 Date, the Buyer shall: (i) cause the Business Employees whom shall continue to be employed by the Company following the Closing (the “Continuing Employees”), to be given credit responsible for all service with required workers’ compensation claims filed by Retained Employees regardless of whether the Company and its respective Affiliates and predecessor entities underlying event for all purposes (including, but not limited to, eligibility to participate, vesting credit, entitlement to benefits and benefit accrual) under any employment or employee benefit plans, programs or policies providing benefits such claims occurred prior to the 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 the Continuing Employees (and their dependents) for any eligible expenses incurred under all employee health or other welfare benefit plans of the Company for purposes of satisfying all deductible, coinsurance and maximum out of pocket requirements applicable to the 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 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 Section 6.2, or (iii) obligate the Buyer or any of its Affiliates to retain the employment of any particular Continuing Employee for any specified period of time following the Closing DateClosing.

Employees; Employee Benefits. (a) For a period of not less than one year following the Closing, Purchaser shall cause the Company to maintain plans for the benefit of the employees of the Company which provide benefits that are substantially similar in the aggregate to the benefits provided under the 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 to be given credit under such plan for 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 (ii) Retained Employees 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, 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 Date, the Buyer shall: (i) cause the Business Employees whom shall continue to be employed by the Company following the Closing (the “Continuing Employees”), to be given credit responsible for all service with workers' compensation claims filed by Retained Employees regardless of whether the Company and its respective Affiliates and predecessor entities underlying event for all purposes (including, but not limited to, eligibility to participate, vesting credit, entitlement to benefits and benefit accrual) under any employment or employee benefit plans, programs or policies providing benefits such claims occurred prior to the 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 the Continuing Employees (and their dependents) for any eligible expenses incurred under all employee health or other welfare benefit plans of the Company for purposes of satisfying all deductible, coinsurance and maximum out of pocket requirements applicable to the 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 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 Section 6.2, or (iii) obligate the Buyer or any of its Affiliates to retain the employment of any particular Continuing Employee for any specified period of time following the Closing DateClosing.

Employees; Employee Benefits. (a) 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 Date or Purchaser’s failure to comply with the provisions of this Section 6.6(a). (b) Effective for a period of one year from and after the Closing Date, Purchaser shall, and/or shall cause the Company to, provide to the employees of the Company benefits, 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 Buyer shall: (i) cause the Business Employees whom shall continue to be Company who are employed by Purchaser or the Company following the Closing (the “Continuing Employees”), to shall be given credit 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 its respective Affiliates for the same purposes that such service was taken into account under a corresponding Benefit Plan of the Company 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 predecessor entities after the Closing Date, Purchaser and the Company shall be solely responsible for all purposes (including, but not limited providing continuing benefits or coverage for any participant or any beneficiary of a participant who is or becomes a qualified beneficiary prior to, eligibility to participate, vesting credit, entitlement to benefits and benefit accrual) on or after the Closing Date under any employment or employee benefit plans, programs or policies providing benefits Benefit Plan that as of the Closing Date is subject to the Continuing Employees (including those providing for severancerequirements of Code Section 4980B or Section 601 et seq. of ERISA, vacation and or mandated by other paid time-off) Applicable Law, whether such obligation to provide continuing benefits or coverage under any such Benefit Plan arises prior to, on or after the Closing Date; . (iie) waive any pre-existing exclusion requirements or waiting periods under all All provisions contained in this Agreement with respect to employee health or other welfare benefit plans continued, established or maintained on or after the Closing Date employee compensation are included for the sole benefit of the Continuing Employees (respective parties hereto and their dependents); and (iii) credit the Continuing Employees (and their dependents) for shall not create any eligible expenses incurred under all right in any other Person, including any employee health or other welfare benefit plans 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 purposes 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 satisfying such coverage and shall reimburse the Company for all deductiblepremiums, coinsurance and maximum out of pocket requirements applicable claims, costs and/or benefits incurred or paid by the Company with respect to the Continuing Employees (and their dependents) under coverage for such individuals within 10 days of the corresponding health and welfare benefit plans Seller Representative’s receipt of written documentation thereof from the Company. Nothing contained 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 Section 6.2 shall (i) be treated as an amendment of any employee benefit plan or compensatory arrangement, (ii) give any Continuing Employee any right to enforce, or make any Continuing Employee a paragraph are intended third-party beneficiary of, beneficiaries of the provisions benefits of this Section 6.2, or 6.6(f). (iiig) obligate the Buyer or any Effective as of its Affiliates to retain the employment of any particular Continuing Employee for any specified period of time following 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. Effective from (a) On and after the Closing Date---------------------------- Closing, until at least the first anniversary of the Closing, the Buyer shall: (i) shall cause the Business Employees whom shall continue Company to be employed by provide the employees of the Company following with salaries and incentive opportunities no less favorable in the Closing (aggregate than those provided to the “Continuing Employees”), Buyer's em- ployees in no less comparable positions as of the date hereof and to be given credit for all service with provide employees of 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 employee benefit plans, programs or policies providing benefits and arrangements on the terms described in Section 4.9 of the Buyer Disclosure Schedule. Notwithstanding anything in this Agreement to the Continuing Employees (including those providing for severancecontrary, 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 the Continuing Employees (and their dependents) for any eligible expenses incurred under all employee health or other welfare benefit plans employees of the Company for purposes of satisfying all deductible, coinsurance and maximum out of pocket requirements applicable to shall remain at will employees following the Continuing Employees Closing. (and their dependentsb) under the corresponding health and welfare benefit plans If any employee of the Company. Nothing contained Company becomes a participant in this Section 6.2 shall (i) be treated as an amendment of any employee benefit plan plan, practice or compensatory arrangement, (ii) give any Continuing Employee any right to enforce, or make any Continuing Employee a third-party beneficiary of, the provisions policy of Section 6.2, or (iii) obligate the Buyer or any of its Affiliates affiliates, such employee shall be given credit under such plan for all service prior to retain the employment Closing Date with the Company or any predecessor employer (to the extent such credit was given by the Seller, the Company or any predecessor employer under the comparable plan of any particular Continuing Employee for any specified period of time such entity), and all service with the Company or the Buyer following the Closing DateDate but prior to the time such employee becomes such a participant, for purposes of determining eligibility and vesting and for all other purposes for which such service is either taken into account or recognized; provided, however, such service need not be credited to the extent -------- ------- it would result in a duplication of benefits, including, without limitation, benefit accrual under 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. Employees shall be given credit for amounts paid under a corresponding benefit plan during the same period for purposes of applying deductibles, 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 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, 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. Effective (a) The Acquiror shall, and shall cause its Subsidiaries (including each Price Entity) to, honor, in accordance with the terms and conditions of the applicable plan, policy, agreement and/or arrangement, all Employment Agreements and all benefits and obligations accrued (and not therefore used, paid or canceled) as of the Closing Date by current and former employees of the Price Entities under the Plans. (b) Through the date six months from the date of Closing, the Acquiror shall maintain (or cause to be maintained) employee benefit plans, policies and arrangements which, with respect to the employees of the Price Entities employed as of the Closing ("PRICE EMPLOYEES") provide benefits that are comparable in the aggregate to the benefits provided to such employees under the Plans as in effect immediately prior to the Closing Date but not including any employer stock based benefit plans (including phantom stock or stock unit plans). (c) For purposes of determining eligibility to participate, vesting and determination of the level of benefits (but not accrual or entitlement to benefits (other than for the purposes of severance benefit accrual where the length of service is relevant)) for Price Employees under all employee benefit plans and arrangements of the Acquiror, the Acquiror shall or shall cause its Subsidiaries to recognize service with the Price Entities to the same extent recognized under a comparable Plan as in effect immediately prior to the Closing Date. (d) The Acquiror shall or shall cause its respective Subsidiaries to (i) waive all limitations as to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Price Employees under all employee benefit plans in which such employees may be eligible to participate after the Closing Date, the Buyer shall: (i) cause the Business Employees whom shall continue other than limitations or waiting periods that are already in effect with respect to be employed by the Company following such employees and that have not been satisfied as of the Closing Date under any Plan immediately prior to the Closing Date and (the “Continuing Employees”), to be given ii) provide each Price Employee with credit for any co-payments and deductibles paid prior to the Closing Date in satisfying any applicable deductible or out-of-pocket requirements for the year in which the Closing Date occurs under 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 employee benefit plans, programs or policies providing benefits plans in which such employees are eligible to the Continuing Employees (including those providing for severance, vacation and other paid time-off) on or participate 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 the Continuing Employees (and their dependents) for any eligible expenses incurred under all employee health or other welfare benefit plans of the Company for purposes of satisfying all deductible, coinsurance and maximum out of pocket requirements applicable to the 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 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 Section 6.2, or (iii) obligate the Buyer or any of its Affiliates to retain the employment of any particular Continuing Employee for any specified period of time following the Closing Date.

Employees; Employee Benefits. Effective from and after (a) After the Closing Date, the Buyer shall: (i) cause the Business Employees whom shall continue to be employed treat all service completed by each employee of the Company following the Closing (the “Continuing Employees”), to be given credit for all service "Employee") with the Company or any Affiliate thereof, and its respective Affiliates and any predecessor entities thereto, the same as service completed with Buyer for all purposes 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, eligibility to participate, vesting credit, entitlement to benefits and benefit accrual) under any employment or "employee benefit plans, programs or policies providing benefits to the Continuing Employees (including those providing for severance, vacation and other paid time-offplan" as defined in Section 3(3) on or after the Closing Date; (iiof ERISA) waive any pre-existing exclusion requirements or waiting periods under all employee health or other welfare benefit plans continued, established or maintained by Buyer on or after the Closing 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, 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 applicable welfare benefit plan of the Continuing Employees Company or any Affiliate shall be credited or recognized under the comparable plan maintained after the Closing Date by Buyer. (b) After the Closing Date, Buyer shall be responsible for, and shall indemnify and hold harmless Seller and its Affiliates and their dependents); 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) credit the Continuing Employees (and their dependents) for any eligible expenses incurred under all employee health claims of, or other welfare benefit plans damages or penalties sought by, any Employee, or any governmental entity on behalf of the Company for purposes of satisfying all deductibleor concerning any Employee, coinsurance and maximum out of pocket requirements applicable with respect to any act or failure to act by Buyer to the Continuing Employees (and their dependents) under extent arising from the corresponding health and welfare benefit plans of the Company. Nothing contained in this Section 6.2 shall (i) be treated as an amendment employment, discharge, layoff or termination of any employee benefit plan or compensatory arrangement, Employee. (iic) give any Continuing Employee any right to enforce, or make any Continuing Employee a third-party beneficiary of, the provisions of Section 6.2, or (iii) obligate the Buyer or any of its Affiliates to retain the employment of any particular Continuing Employee for any specified period of time following After the Closing Date., Buyer shall not require Seller to make any additional contributions to any Plan (including the defined benefit pension plan described in Section

Employees; Employee Benefits. (a) From the Closing Date until December 31, 2015, the Surviving Corporation shall provide to each Continued Employee compensation and benefits that are substantially comparable, in the aggregate, to the aggregate compensation and benefits that were provided to such employee on the Closing Date. (b) Effective from as of the Closing Date, Parent hereby undertakes to cause the Surviving Corporation to 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, the Buyer shall: (i) cause the Business Employees whom shall continue to be employed by the Company following the Closing (the “Continuing Employees”), to be given credit for all service with the Company and its respective Affiliates and predecessor entities for all purposes (including, but not limited whether asserted prior to, eligibility to participate, vesting credit, entitlement to benefits and benefit accrual) under any employment or employee benefit plans, programs or policies providing benefits to the 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 (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 Continuing Employees (Parties to this Agreement and their dependents); and (iii) credit not for the Continuing Employees (and their dependents) for benefit of any eligible expenses incurred under all other Person, including any employee, consultant, former employee health or independent contractor or other welfare benefit plans of the Company Person who performs or performed services for purposes of satisfying all deductible, coinsurance and maximum out of pocket requirements applicable to the Continuing Employees (and their dependents) under the corresponding health and welfare benefit plans of the Company. Nothing contained in this Section 6.2 6.8 shall (i) be treated as an amendment of to any Company Plan or any employee benefit plan of the Parent or compensatory arrangementany of its Affiliates, (ii) give any Continuing Employee third party any right to enforce, or make any Continuing Employee a third-party beneficiary of, enforce the provisions of this Section 6.2, 6.8 or (iii) obligate Parent, the Buyer Company or any of its Affiliates Subsidiaries to maintain any particular benefit plan or retain the employment of any particular Continuing Employee for any specified period of time following the Closing Dateemployee.

Employees; Employee Benefits. Effective from (a) On and after the Closing, until at least the first anniversary of the Closing Date, Acquiror shall cause the Transferred Companies to provide such Business Personnel with salaries and benefit plans, programs and arrangements substantially equivalent in the aggregate (without consideration given to defined benefit pension plans) as those provided by Parent and its Affiliates as of the date hereof. (b) If any Business Personnel becomes a participant in any employee benefit plan, practice or policy of Acquiror or any of its Affiliates, such employee shall be given credit under such plan for all service prior to the Closing Date with the Transferred Companies or any predecessor employer or other Affiliate of Holdings (to the extent such credit was given by the Transferred Companies, such predecessor or other Affiliate of Holdings), and all service with the Transferred Companies or Acquiror or any of its Affiliates following the Closing Date but prior to the time such employee becomes such a participant, for purposes of determining eligibility and vesting and for all other purposes for which such service is either taken into account or recognized; PROVIDED, HOWEVER, such service need not be credited to the extent it would result in a duplication of benefits including, without limitation, benefit accrual under defined benefit plans. To the extent allowable under applicable Law, Acquiror shall, and shall 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 welfare benefit plans in which such Business Personnel may be eligible to participate after the Closing Date and (ii) provide the Business Personnel with credit for any co-payments and deductibles paid prior to the Closing Date in satisfying any applicable deductible or out-of-pocket 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 Buyer shall: (i) cause event that any of the Business Employees whom shall continue to be Personnel employed by the Company following Transferred Companies immediately prior to the Closing (each, an "Affected Employee") is discharged by the “Continuing Employees”)Transferred Companies after the Effective Time, to then Acquiror shall be given credit 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 service 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 Company and its respective Affiliates and predecessor entities for all purposes (employment, discharge or layoff of employees by the Transferred Companies after the Closing, including, but not limited to, eligibility to participatethe Worker Adjustment and Retraining Notification Act, vesting credit, entitlement to benefits COBRA and benefit accrualany rules or regulations as have been issued in connection therewith. (d) under any employment or employee benefit plans, programs or policies providing benefits Prior to the Continuing Employees Closing, Parent shall take all such 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 of the 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 those providing for severanceplan administrators) of the Employee Benefit Plans, vacation from and against any and all claims, losses, damages, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) and other paid timeliabilities and obligations relating to or arising out of (i) all salaries, commissions and vacation entitlements accrued but unpaid as of the Closing and post-offClosing 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 Date; 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) waive any pre-existing exclusion requirements 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 waiting periods under 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 which shall fully comply with all employee health or other welfare benefit plans continuedapplicable laws, established or maintained on or after (ii) Acquiror shall cause the Closing Date for UK DB Plan to transfer to the benefit Parent DB Plan all of the Continuing Employees assets and liabilities relating to each of the currently active employees of Parent and its affiliates who are not also Business Personnel (and their dependents); the "Remaining DB Participants") and (iii) credit Acquiror shall cause the Continuing Employees (and their dependents) for any eligible expenses incurred under UK DC Plan to transfer to the Parent DC Plan all employee health or other welfare benefit plans of the Company for purposes assets and liabilities relating to each of satisfying all deductiblethe 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, coinsurance and maximum out an amount of pocket requirements 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 Continuing Employees (and their dependents) Remaining DB Participants, divided by the total liabilities under the corresponding health and welfare benefit plans UK DB Plan, in each case as of the Companydate 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 this Section 6.2 the foregoing shall (i) be treated as an amendment in any way adversely impact the accrued benefits or legal rights of any employee benefit plan or compensatory arrangement, (ii) give any Continuing Employee any right to enforce, or make any Continuing Employee a third-party beneficiary ofparticipant of the UK DB Plan. Immediately following the date hereof, the provisions parties hereto shall work together in good faith to develop a reasonable and equitable method of Section 6.2, or (iii) obligate valuation and transfer in respect of the Buyer or any of its Affiliates to retain the employment of any particular Continuing Employee for any specified period of time following the Closing Dateforegoing and shall effectuate such transfers as soon as practicable.

Employees; Employee Benefits. Effective from and after (a) Following the Closing Date, the Buyer shall: (i) shall cause the Business Employees whom shall continue Company to be employed by provide insurance coverage under welfare benefit plans to the employees of the Company following as of the Closing (the “Continuing "Company Employees”), to be given credit for all service with ") that is substantially comparable in 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 employee benefit plans, programs or policies providing benefits aggregate to the 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 the Continuing Employees (and their dependents) for any eligible expenses incurred under all employee health or other welfare benefit plans of the Company for purposes of satisfying all deductible, coinsurance and maximum out of pocket requirements applicable insurance coverage currently provided to the Continuing Employees (and their dependents) such employees under the corresponding health and welfare benefit plans of the Company. Nothing contained Following the Closing Date, the Company Employees shall be eligible to become participants in this Section 6.2 the Buyer 401(k) and Profit Sharing Plan (the "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 or compensation plans, programs or arrangements of Buyer. (b) From and after the Closing Date, with respect to any group health plans under which the Company Employees are eligible to receive benefits, Buyer will, or will cause the Company to, (i) cause any pre-existing conditions or limitations and eligibility waiting periods (to the extent such limitations or waiting periods did not apply to a Company Employee under the comparable plans of the Company) to be treated waived with respect to a the Company Employee and their eligible dependents and (ii) give each Company Employee credit, for the plan year in which the Company Employee becomes eligible to receive benefits under such plans, towards applicable deductibles and annual out-of-pocket 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 an amendment 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 employee benefit plan extent or compensatory arrangementin any respect at any time or from time to time (i) Buyer's employment relationship with any employee, including any Company Employee, (ii) give any Continuing Employee any right to enforce, or make any Continuing Employee a third-party beneficiary of, the provisions terms and conditions of Section 6.2, or (iii) obligate the Buyer or any of its Affiliates to retain the employment of any particular Continuing Employee for employee, including the Company Employees, (iii) any specified period of time following the Closing DateCompany Plans or (iv) any of the Buyer's employee benefit 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 employment, or to provide any other promise of future employment or benefits, to the Company Employees.