Common use of Employees; Employee Benefits Clause in Contracts

Employees; Employee Benefits. (a) Parent agrees that individuals who are employed by the Company as of the Effective Time shall become employees of the Surviving Corporation following the Effective Time (each such employee, an "Affected Employee"); provided, however, that nothing contained in this Section 7.8 shall require the Surviving Corporation to continue the employment of any Affected Employee for any period of time following the Effective Time. (b) Parent shall, or shall cause the Surviving Corporation to, give Affected Employees full credit for purposes of eligibility, vesting and determination of the level of benefits (but not for the purpose of benefit accrual under any defined benefit plan) under any employee benefit plans or arrangements maintained by the Parent, the Surviving Corporation or any Subsidiary of the Parent for such Affected Employees' service with the Company or any Subsidiary of the Company to the same extent recognized by the Company immediately prior to the Effective Time. (c) Parent shall, or shall cause the Surviving Corporation to, (i) waive all limitations as to preexisting conditions exclusions and waiting periods with respect to participation and coverage requirements applicable to the Affected Employees under any welfare benefit plans that such Affected Employees may be eligible to participate in after the Effective Time, other than limitations or waiting periods that are already in effect with respect to such Affected Employees and that have not been satisfied as of the Effective Time under any welfare plan maintained for the Affected Employees immediately prior to the Effective Time, and (ii) provide each Affected Employee with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such Affected Employees are eligible to participate in after the Effective Time.

Employees; Employee Benefits. (a) Parent agrees that individuals who are employed by the Company as of the Effective Time shall become employees of the Surviving Corporation following the Effective Time (each such employee, an "Affected Employee"); provided, however, that nothing contained in this Section 7.8 shall require the Surviving Corporation to continue the employment of any Affected Employee for any period of time following the Effective Time. (b) Parent shallwill, or shall will cause the Surviving Corporation to, give all Persons who are employed by the Company immediately prior to the Effective Time ("Affected Employees Employees") full credit for purposes of eligibilityeligibility and vesting, vesting and determination of the level of benefits (but not for the purpose of benefit accrual under any defined benefit plan) under any tax-qualified employee benefit plans or arrangements maintained by the Parent, Parent or the Surviving Corporation or any Subsidiary of the Parent for such Affected Employees' service with Parent or the Company or any Subsidiary of the Company Surviving Corporation to the same extent recognized by the Company immediately prior to the Effective Time. (cb) Parent shallwill, or shall will cause the Surviving Corporation to, (i) waive all limitations as to preexisting conditions exclusions and waiting periods with respect to participation and coverage requirements applicable to the Affected Employees under any welfare benefit plans that such Affected Employees employees may be eligible to participate in after the Effective Time, other than limitations or waiting periods that are already in effect with respect to such Affected Employees employees and that have not been satisfied as of the Effective Time under any welfare plan maintained for the Affected Employees immediately prior to the Effective Time, and (ii) provide each Affected Employee with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such Affected Employees employees are eligible to participate in after the Effective Time. (c) For a period of one year immediately following the Effective Time, the coverage and benefits provided to Affected Employees pursuant to employee benefit plans or arrangements maintained by Parent or Surviving Corporation and generally applicable to a group or groups of employees (including bonus arrangements through the end of the fiscal year ending March 31, 2001, after which Parent will consider appropriate bonus arrangements going forward) shall be, in the aggregate, not less favorable than those provided to such employees immediately prior to the Effective Time. (d) Parent and Purchaser shall cause the Surviving Corporation to honor all obligations under each of the Company's employment, severance and retirement contracts set forth on Schedule 5.9(d) of the Disclosure Schedule.

Employees; Employee Benefits. (a) Parent agrees that individuals All employees of Exchange and Exchange Bank who are actively employed by the Company as of at the Effective Time and who Rurban determines to retain after the Merger shall become continue as employees of the Surviving Corporation following Exchange Bank ("CONTINUING EMPLOYEES") at the Effective Time and, with respect to continuing Employees who are not currently covered by a written employment or severance agreement with Exchange Bank, shall be employed as at-will employees of Exchange Bank. Continuing Employees shall continue to participate in the Exchange Compensation and Benefit Plans unless and until Rurban, in its sole discretion, shall determine that all or some of the Exchange Compensation and Benefit Plans shall be terminated or merged into certain employee benefit plans of Rurban or a Rurban Subsidiary. Following the termination or merger of all or some of the Exchange Compensation and Benefit Plans, Rurban will, or will cause its Subsidiaries to, provide each Continuing Employee with employee benefits to replace those programs that have been terminated or merged (other than equity or equity-based plans and programs) that are no less than the benefits provided to similarly situated employees of Rurban and its Subsidiaries. At such time as the Continuing Employees shall participate in any employee benefit plans of Rurban pursuant to the foregoing, each such employeeContinuing Employee shall be credited with years of service with Exchange, an "Affected Employee"Exchange Bank and, to the extent credit would have been given by Exchange or Exchange Bank for years of service with a predecessor (including any business organization acquired by Exchange or Exchange Bank); provided, howeveryears of service with a predecessor of Exchange or Exchange Bank, that nothing contained in this Section 7.8 shall require the Surviving Corporation to continue the employment of any Affected Employee for any period of time following the Effective Time. (b) Parent shall, or shall cause the Surviving Corporation to, give Affected Employees full credit for purposes of eligibility, eligibility and vesting and determination of the level of benefits (but not for the purpose of benefit accrual under any defined benefit planpurposes) under any in the employee benefit plans of Rurban, and shall not be subject to any exclusion or arrangements maintained by penalty for pre-existing conditions that were covered under the Parent, the Surviving Corporation or any Subsidiary of the Parent for such Affected Employees' service with the Company or any Subsidiary of the Company to the same extent recognized by the Company immediately prior to the Effective Time. (c) Parent shall, or shall cause the Surviving Corporation to, (i) waive all limitations as to preexisting conditions exclusions Exchange Compensation and waiting periods with respect to participation and coverage requirements applicable to the Affected Employees under any welfare benefit plans that such Affected Employees may be eligible to participate in after the Effective Time, other than limitations or waiting periods that are already in effect with respect to such Affected Employees and that have not been satisfied as of the Effective Time under any welfare plan maintained for the Affected Employees Benefit Plans immediately prior to the Effective Time, or to any waiting period relating to such coverage. (b) Any employee of Exchange or Exchange Bank immediately before the Effective Time who is not currently covered by a written employment, severance or change in control agreement with Exchange or Exchange Bank and who Rurban elects not to retain as an employee of Exchange Bank or Rurban after the Effective Time shall receive (subject to any applicable regulatory constraints): (i) a severance payment equal to one week of pay for each year of service to Exchange and/or Exchange Bank, up to a maximum of 13 weeks of pay; and (ii) provide each Affected Employee payment for vacation and sick time that is unused and accrued consistent with credit for the terms of Exchange's or Exchange Bank's vacation and sick time policies in effect on the date of this Agreement. Additionally, any co-payments and deductibles paid prior to such employee who is not retained after the Effective Time shall be entitled to elect so-called "COBRA" in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such Affected Employees are eligible to participate in after accordance with, and subject to, the Effective Timeprovisions of Code Section 4980B(f).

Employees; Employee Benefits. (a) Parent agrees that individuals For a period of six months following the Closing Date, the Company or its Subsidiaries shall, subject to earlier termination of employment for cause (as determined in accordance with the definition of "cause" set forth in the Company's Extraordinary Transaction Compensation Policy) or by voluntary termination, continue to provide those Persons (other than Persons currently covered by written employment agreements) who are employed by the Company as or any of the Effective Time shall become employees of the Surviving Corporation following its Subsidiaries immediately prior to the Effective Time (each such employee, an the "Affected EmployeeContinuing Employees"), with employment at respective levels of base salary and incentive and bonus opportunities (but not equity compensation) and benefits (including vacation, paid time off, medical, dental, vision, life, accidental death and dismemberment and disability benefits) that are substantially comparable, in the aggregate to each Continuing Employee, to those provided by the Target Companies immediately prior to the Effective Time; provided, howeverthat on and after October 1, that nothing contained 2005, each such Continuing Employee may, at the option of Parent, be enrolled in this Section 7.8 one or more of the Parent Employee Benefit Plans (with benefits of similarly situated employees of Parent and its Subsidiaries) rather than in any remaining Company Employee Benefit Plans. The Continuing Employees shall require the Surviving Corporation be eligible to continue the employment of any Affected Employee for any period of time following participate in Parent's 401(k) plan immediately after the Effective Time, according to the terms of Parent's 401(k) plan and applicable law, and with the prior service credit provided for in Section 5.16(b). (b) The service of each Continuing Employee with the Company or its Subsidiaries (or any predecessor employer) prior to the Effective Time shall be treated as service with Parent shalland its Subsidiaries for purposes of each Parent Employee Benefit Plan (including retirement, or shall cause vacation, paid time off and severance plans) in which such Continuing Employee is eligible to participate after the Surviving Corporation toEffective Time, give Affected Employees full credit including for purposes of eligibility, vesting and determination of benefit levels and accruals (other than defined benefit pension plan accruals). (c) Following the level of benefits Effective Time, Parent shall, or shall cause its Subsidiaries to, (but not i) waive any pre-existing condition, exclusion, actively-at-work requirements or waiting periods and (ii) provide full credit for any co-payments, deductibles or similar payments made or incurred prior to the Effective Time (or, if later, any applicable plan transition date) for the purpose plan year in which the Effective Time (or such transition date) occurs, in each case for purposes of benefit accrual under each Parent Plan in which any defined benefit plan) under any employee benefit plans Continuing Employee or arrangements maintained by the Parent, the Surviving Corporation his or any Subsidiary of the Parent for such Affected Employees' service with the Company or any Subsidiary of the Company her eligible dependents is eligible to the same extent recognized by the Company immediately prior to participate after the Effective Time. (cd) Parent shall, or and shall cause the Surviving Corporation its Subsidiaries to, honor, in accordance with its terms (but without duplication or multiple effect), each severance policy or plan listed on Section 5.16(d) of the Company Disclosure Schedule and all obligations thereunder, including any rights or benefits arising as a result of the transactions contemplated hereby (either alone or in combination with any other event); provided that the period of time during which severance may be triggered under any severance policy or plan listed on Section 5.16(d) of the Company Disclosure Schedule (without duplication or multiple effect) shall be extended, with respect to each Continuing Employee to which such policy or plan applies, for the period of such Continuing Employee's actual employment with the Company or its Subsidiaries after Closing (up to a maximum extension of six months for all covered participants under the Magnum Hunter Resources, Inc. Employee Severance Policy and all covered participants under the Magnum Hunter Resources, Inc. Extraordinary Transaction Compensation Policy who are entitled to receive, as a Termination Payment thereunder, three months or less of Base Salary (as defined therein)). Parent hereby acknowledges that the consummation of the Merger constitutes a change of control, change in control or extraordinary transaction, as the case may be, for all purposes under such Company Employee Benefit Plans. (e) Notwithstanding anything herein to the contrary, the Company shall be entitled to (i) waive all limitations amend, modify or terminate any nonqualified deferred compensation plan (as to preexisting conditions exclusions and waiting periods with respect to participation and coverage requirements applicable to the Affected Employees under any welfare benefit plans that such Affected Employees may be eligible to participate defined in after the Effective Time, other than limitations or waiting periods that are already in effect with respect to such Affected Employees and that have not been satisfied as Section 409A of the Effective Time under Code) maintained by any welfare plan maintained for of the Affected Employees immediately Target Companies prior to the Effective Time, as determined by the Company (with the approval of Parent), in order to comply with any rules, regulations or other guidance promulgated by any Governmental Entity under Section 409A of the Code or otherwise to avoid the imposition of any Tax or interest penalty on any participant therein under Section 409A of the Code and (ii) adopt and operate a nonqualified deferred compensation plan that will provide for the deferral of compensation in taxable years beginning on and after January 1, 2005, in lieu of deferral of such compensation under any nonqualified deferred compensation plan in existence as of the date hereof, and having such other terms and conditions as are substantially similar to the terms of any such existing nonqualified deferred compensation plan and are in compliance with Section 409A of the Code. Following the Effective Time, Parent shall not, and shall not permit any of its Subsidiaries or any of its or their respective employees to, take any action or omit to take any action that results, or would be reasonably likely to result, in the imposition of any Tax or interest penalty under Section 409A of the Code on any current or former participant in any such existing or new nonqualified deferred compensation plan, including any "material modification" (within the meaning of Section 885(d)(2)(B) of the American Jobs Creation Act of 2004) of any such nonqualified deferred compensation plan with respect to amounts deferred in taxable years beginning before January 1, 2005. Parent shall indemnify and hold harmless each Affected Employee with credit for such participant on an after-tax basis from any co-payments Tax or interest penalty imposed under Section 409A of the Code to the extent imposed as a result of any such act or omission. (f) The parties agree that the consummation of the transactions contemplated by this Agreement shall constitute a "Change in Control" as defined in those employment agreements entered into among the Company, Gruy Petroleum Management Co. and deductibles paid prior to certain executives as identified on Section 5.16(f) of the Company Disclosure Schedule and that on and after the Effective Time such executives shall have "Good Reason" to voluntarily terminate employment in accordance with such agreements, which termination shall entitle such executives to lump sum termination payments, benefits continuation and other benefits pursuant to Sections 8(c)-(e) of such agreements. The lump sum termination payments payable to the executives upon voluntary termination of employment pursuant to Section 8(c) of the employment agreements are set forth on Section 5.16(f) of the Company Disclosure Schedule. (g) The parties agree that the consummation of the transactions contemplated by this Agreement shall constitute a "Change of Control" as defined in the Company's Outside Director Policy and that the removal of the Company's directors as of the Effective Time as provided in Section 2.3(c) of this Agreement entitles the outside directors of the Company to additional compensation pursuant to Section 3.1 of such policy. The additional compensation payable to each outside director pursuant to Section 3.1 of the Company's Outside Director Policy is set forth on Section 5.16(g) of the Company Disclosure Schedule. Company Stock Options held by outside directors of the Company shall be cashed out in accordance with the provisions of Section 2.4(c)(iii) of this Agreement. (h) Payments required to be made under the executive employment agreements described in Section 5.16(f) and the Company's Outside Director Policy and the other severance policies or plans described in Section 5.16(d) shall be made at the time provided in such agreements, policies or plans, or, if time of payment is not provided for, within 5 days of an employee or director satisfying the requirements for entitlement to such payments; provided, however, that any applicable deductible payments subject to Section 409A of the Code and related rules, regulations or out-of-pocket requirements other guidance made to a key employee (as defined in Code Section 416(i) without regard to subsection (5) thereof) shall be made at a time that will not result in the imposition of any Tax or interest penalty under Section 409A of the Code, even if compliance with Section 409A of the Code will result in a delay in payment. (i) To the extent that any employment agreement or written Company policy does not already so specifically provide, if any of the persons set forth on Section 5.16(i) of the Company Disclosure Schedule pays or becomes obligated to pay any excise tax under Section 4999 of the Code on any payment he receives (whether under any welfare plans such employment agreement, policy or otherwise, and including but not limited to the value of accelerated vesting of Company Stock Options) in connection with the transactions contemplated by this Agreement, the parties agree that the Company shall pay to such Affected Employees are eligible person an amount equal to participate in after the Effective Timetotal excise tax paid or payable.

Employees; Employee Benefits. (a) Parent agrees that individuals who are employed by the Company as For a period of the Effective Time shall become employees of the Surviving Corporation one (1) year following the Effective Time (the “Continuation Period”), Parent will, or will cause an Affiliate to, provide to each such employee, an "Affected Employee"); provided, however, that nothing contained in this Section 7.8 shall require the Surviving Corporation to continue the employment of any Affected Continuing Employee for so long as such Continuing Employee remains an employee of Parent or its Affiliates during the Continuation Period (i) base salary or regular hourly wage and target annual cash bonus opportunities that are each no less favorable than the base salary or regular hourly wage and target annual cash bonus opportunities, respectively, provided to such Continuing Employee as of immediately prior to the Effective Time and (ii) retirement and welfare benefits (excluding any period defined benefit plan benefits) that are, in the aggregate, substantially comparable to those provided to such Continuing Employee as of time following immediately prior to the Effective Time. Parent shall honor each Continuing Employee’s accrued, unused vacation balances as of the Closing Date, and allow the Continuing Employees to use such vacation after the Closing Date, in accordance with Parent’s applicable policies. (b) Parent shall use commercially reasonable efforts to (i) cause any pre-existing conditions or limitations and eligibility waiting periods under any group health plans of Parent or its Affiliates to be waived with respect to the Continuing Employees and their eligible dependents, and (ii) give each Continuing Employee credit for the plan year in which the Effective Time occurs towards applicable deductibles and annual out-of-pocket limits for medical expenses incurred prior to the Effective Time for which payment has been made. Parent shall give each Continuing Employee service credit for such Continuing Employee’s employment with the Company for purposes of vesting, benefit accrual, level of benefits and eligibility to participate under each applicable Parent benefit plan (which, for the avoidance of doubt, does not include any equity incentive plan), as if such service had been performed with Parent, except for benefit accrual under defined benefit pension plans, for purposes of qualifying for subsidized early retirement benefits or to the extent it would result in a duplication of benefits. (c) Prior to the Effective Time, if requested by Parent in writing at least ten (10) Business Days prior to the Effective Time, the Company shall cause the Company’s 401(k) plan to be terminated effective no later than the day immediately prior to the Effective Time. In the event that Parent requests that the Company’s 401(k) plan be terminated, the Company shall provide Parent with evidence that such plan has been terminated (the form and substance of which shall be subject to reasonable review and comment by Parent) no later than the day immediately preceding the Effective Time. (bd) Parent shallPrior to delivering or making any written or oral communications to the directors, officers or shall cause the Surviving Corporation to, give Affected Employees full credit for purposes of eligibility, vesting and determination employees of the level of benefits (but not for the purpose of Company pertaining to compensation or benefit accrual under any defined benefit plan) under any employee benefit plans or arrangements maintained matters that are affected by the transactions contemplated by this Agreement, the Company shall provide Parent with a copy summarizing the intended communications for Parent’s approval (which shall not be unreasonably withheld, conditioned or delayed). (i) If required, within seven (7) Business Days prior to the Effective Time (and provided that within nine (9) Business Days prior to the Effective Time, Parent has fully and timely disclosed any potential “parachute payment” (as defined below) to any disqualified individual (as defined below) pursuant to any agreement or arrangement between any such disqualified individual and Parent (or its applicable Affiliate)), the Company shall use its commercially reasonable efforts to cause to be irrevocably waived by each of the applicable “disqualified individuals” (as defined under Section 280G of the Code and the regulations promulgated thereunder) the right to any payments that would reasonably be expected to constitute a “parachute payment” pursuant to Section 280G of the Code (each, a “Parachute Payment”) and (ii) at least five (5) Business Days prior to the Effective Time, the Company shall submit for approval by holders of Company Capital Stock, in conformance with Section 280G of the Code and the regulations thereunder (the “280G Stockholder Vote”), any Parachute Payments. The disclosure and documents that comprise the 280G Stockholder Vote shall be prepared by the Company and Parent shall have a reasonable period of time to review and provide reasonable comment, which the Company shall consider in good faith. (f) Prior to the Effective Time, the Company shall take the actions set forth on Section 6.08(f) of the Company Disclosure Schedule. (g) Nothing contained in this Agreement is intended to (i) be treated as an amendment of any particular Company Plan, (ii) prevent Parent, the Surviving Corporation or any Subsidiary of the Parent for such Affected Employees' service with the Company their Affiliates from amending or terminating any Subsidiary of the Company to the same extent recognized by the Company immediately prior to the Effective Time. (c) Parent shall, or shall cause the Surviving Corporation to, (i) waive all limitations as to preexisting conditions exclusions and waiting periods with respect to participation and coverage requirements applicable to the Affected Employees under any welfare their benefit plans that such Affected Employees may be eligible to participate in or, after the Effective Time, other than limitations any Company Plan in accordance with its terms, (iii) prevent Parent, the Surviving Corporation or waiting periods that are already in effect with respect to such Affected Employees and that have not been satisfied as any of the Effective Time under any welfare plan maintained for the Affected Employees immediately prior to their Affiliates, after the Effective Time, and from terminating the employment of any Continuing Employee, or (iiiv) provide each Affected Employee create any third-party beneficiary rights in any employee of the Company, any beneficiary or dependent thereof, with credit for any co-payments and deductibles paid prior respect to the Effective Time in satisfying compensation, terms and conditions of employment and/or benefits that may be provided to any applicable deductible Continuing Employee by Parent, the Surviving Corporation or out-of-pocket requirements any of their Affiliates or under any welfare plans that such Affected Employees are eligible to participate in after benefit plan which Parent, the Effective TimeSurviving Corporation or any of their Affiliates may maintain.

Employees; Employee Benefits. (a) Parent agrees that individuals All employees of Exchange and Exchange Bank who are actively employed by the Company as of at the Effective Time and who Rurban determines to retain after the Merger shall become continue as employees of the Surviving Corporation following Exchange Bank (“Continuing Employees”) at the Effective Time and, with respect to continuing Employees who are not currently covered by a written employment or severance agreement with Exchange Bank, shall be employed as at-will employees of Exchange Bank. Continuing Employees shall continue to participate in the Exchange Compensation and Benefit Plans unless and until Rurban, in its sole discretion, shall determine that all or some of the Exchange Compensation and Benefit Plans shall be terminated or merged into certain employee benefit plans of Rurban or a Rurban Subsidiary. Following the termination or merger of all or some of the Exchange Compensation and Benefit Plans, Rurban will, or will cause its Subsidiaries to, provide each Continuing Employee with employee benefits to replace those programs that have been terminated or merged (other than equity or equity-based plans and programs) that are no less than the benefits provided to similarly situated employees of Rurban and its Subsidiaries. At such time as the Continuing Employees shall participate in any employee benefit plans of Rurban pursuant to the foregoing, each such employeeContinuing Employee shall be credited with years of service with Exchange, an "Affected Employee"Exchange Bank and, to the extent credit would have been given by Exchange or Exchange Bank for years of service with a predecessor (including any business organization acquired by Exchange or Exchange Bank); provided, howeveryears of service with a predecessor of Exchange or Exchange Bank, that nothing contained in this Section 7.8 shall require the Surviving Corporation to continue the employment of any Affected Employee for any period of time following the Effective Time. (b) Parent shall, or shall cause the Surviving Corporation to, give Affected Employees full credit for purposes of eligibility, eligibility and vesting and determination of the level of benefits (but not for the purpose of benefit accrual under any defined benefit planpurposes) under any in the employee benefit plans of Rurban, and shall not be subject to any exclusion or arrangements maintained by penalty for pre-existing conditions that were covered under the Parent, the Surviving Corporation or any Subsidiary of the Parent for such Affected Employees' service with the Company or any Subsidiary of the Company to the same extent recognized by the Company immediately prior to the Effective Time. (c) Parent shall, or shall cause the Surviving Corporation to, (i) waive all limitations as to preexisting conditions exclusions Exchange Compensation and waiting periods with respect to participation and coverage requirements applicable to the Affected Employees under any welfare benefit plans that such Affected Employees may be eligible to participate in after the Effective Time, other than limitations or waiting periods that are already in effect with respect to such Affected Employees and that have not been satisfied as of the Effective Time under any welfare plan maintained for the Affected Employees Benefit Plans immediately prior to the Effective Time, or to any waiting period relating to such coverage. (b) Any employee of Exchange or Exchange Bank immediately before the Effective Time who is not currently covered by a written employment, severance or change in control agreement with Exchange or Exchange Bank and who Rurban elects not to retain as an employee of Exchange Bank or Rurban after the Effective Time shall receive (subject to any applicable regulatory constraints): (i) a severance payment equal to one week of pay for each year of service to Exchange and/or Exchange Bank, up to a maximum of 13 weeks of pay; and (ii) provide each Affected Employee payment for vacation and sick time that is unused and accrued consistent with credit for the terms of Exchange’s or Exchange Bank’s vacation and sick time policies in effect on the date of this Agreement. Additionally, any co-payments and deductibles paid prior to such employee who is not retained after the Effective Time shall be entitled to elect so-called “COBRA” in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such Affected Employees are eligible to participate in after accordance with, and subject to, the Effective Timeprovisions of Code Section 4980B(f).

Employees; Employee Benefits. (a) Parent agrees that individuals who are employed by Newco and NGP, as applicable, shall honor, in accordance with the Company 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 Second Effective Time shall become by current and former employees of the Surviving Corporation following Price Entities under the Plans. (b) Through December 31, 2002, Newco and NGP, as applicable, shall maintain employee benefit plans, policies and arrangements which, with respect to the employees of the Price Entities employed as of the Second Effective Time (each "PRICE EMPLOYEES") provide benefits (other than equity-based incentives) that are comparable in the aggregate to the benefits provided to such employee, an "Affected Employee"); provided, however, that nothing contained employees under the Plans as in this Section 7.8 shall require effect immediately prior to the Surviving Corporation to continue the employment of any Affected Employee for any period of time following the Second Effective Time. (bc) Parent shall, or shall cause the Surviving Corporation to, give Affected Employees full credit for For purposes of eligibilitydetermining eligibility to participate, vesting and determination of the level of benefits (but not for the purpose of accrual or entitlement to benefits other than severance benefit accrual where length of service is relevant) for Price Employees under any defined benefit plan) under any all employee benefit plans and arrangements of NGP or arrangements maintained by the ParentNewco, the Surviving Corporation NGP shall or any Subsidiary of the Parent for such Affected Employees' shall cause Newco to recognize service with the Company or any Subsidiary of the Company Price Entities to the same extent recognized by the Company under a comparable Plan as in effect immediately prior to the Second Effective Time. (cd) Parent shall, NGP shall or shall cause the Surviving Corporation to, Newco to (i) waive all limitations as to preexisting conditions pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Affected Price Employees under any welfare all employee benefit plans that in which such Affected Employees employees may be eligible to participate in after the Second Effective Time, other than limitations or waiting periods that are already in effect with respect to such Affected Employees employees and that have not been satisfied as of the Second Effective Time under any welfare plan maintained for the Affected Employees Plan immediately prior to the Second Effective Time, Time and (ii) provide each Affected Price Employee with credit for any co-payments and deductibles paid prior to the Second Effective Time in satisfying any applicable deductible or out-of-pocket requirements for the year in which the Second Effective Time occurs under any welfare all employee benefit plans that in which such Affected Employees employees are eligible to participate in after the Second Effective Time.

Employees; Employee Benefits. (a) Parent Acquiror agrees that individuals who are employed by the Company Target as of the Effective Time shall become employees of the Surviving Corporation following the Effective Time (each such employee, an "Affected Employee"); provided, however, that nothing contained in this Section 7.8 shall require the Surviving Corporation to continue the employment of any Affected Employee for any period of time following the Effective Time. (b) Parent To the extent permitted under any applicable Acquiror employee benefit plans or arrangements, Acquiror shall, or shall cause the Surviving Corporation to, give Affected Employees full credit for purposes of eligibility, vesting and determination of the level of benefits (but not for the purpose of benefit accrual under any defined benefit plan) under any employee benefit plans or arrangements maintained by the ParentAcquiror, the Surviving Corporation or any Subsidiary of the Parent Acquiror for such Affected Employees' service with the Company Target or any Subsidiary of the Company Target to the same extent recognized by the Company Target immediately prior to the Effective Time. (c) Parent shallAcquiror shall use reasonable efforts to the extent permitted by such welfare benefit plans, to, or shall to cause the Surviving Corporation to, to (i) waive all limitations as to preexisting conditions exclusions and waiting periods with respect to participation and coverage requirements applicable to the Affected Employees under any welfare benefit plans that such Affected Employees may be eligible to participate in after the Effective Time, other than limitations or waiting periods that are already in effect with respect to such Affected Employees and that have not been satisfied as of the Effective Time under any welfare plan maintained for the Affected Employees immediately prior to the Effective Time, and (ii) provide each Affected Employee with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such Affected Employees are eligible to participate in after the Effective Time. (d) Following the Effective Date, Acquiror agrees to indemnify Target's officers and members of Target's board of directors to the extent that Target is currently obligated, by any statute, bylaw, or agreement, to indemnify such officers and directors with respect to actions taken by such officers and directors prior to the Effective Date.

Employees; Employee Benefits. (a) Parent agrees that individuals who are employed by the Company Effective as of the Effective Time Closing Date, all Company Employees at the Closing Date shall become employees of Purchaser or an Affiliate of Purchaser. All Company Employees shall receive continuation offer letters of employment in accordance with Section 5.8 hereof. (b) On and after the Surviving Corporation following Closing, the Effective Time Company shall cease being a participant in any and all Parent Plans in which Company Employees participate prior to the Closing. From and after the Closing, Parent shall assume or retain, as the case may be, and be solely responsible for all liabilities arising prior to the Closing associated with the Parent Plans and the Company’s or Sellers’ employment of any Company Employee; provided that Purchaser shall be responsible for any and all holiday pay, paid time off and other similar accrued benefits owing to all Company Employees through the Closing Date. (c) As soon as administratively practicable after the Closing, Purchaser or Purchaser’s Affiliates shall take all reasonable action so that Company Employees who accept Purchaser’s offer of employment (the “Transferred Employees”) and their eligible dependents as the case may be to the extent that such eligible dependents are eligible to participate in such plans, shall be entitled to participate in each such employeeemployee benefit plan, an "Affected Employee")program or arrangement of Purchaser or Purchaser’s Affiliates of general applicability (the “Purchaser Plans”) to the same extent as similarly-situated employees of Purchaser (it being understood that inclusion of the Transferred Employees in the Purchaser Plans may occur at different times with respect to different plans; provided, however, that nothing contained in this Section 7.8 shall require the Surviving Corporation to continue the employment of any Affected Employee for any period of time following the Effective Time. (b) Parent shall, or shall cause the Surviving Corporation to, give Affected Employees full credit for purposes of eligibility, vesting and determination effective as of the level of benefits (but not for the purpose of benefit accrual under any defined benefit plan) under any employee benefit plans or arrangements maintained by the ParentClosing, the Surviving Corporation or any Subsidiary of the Parent for such Affected Employees' service with the Company or any Subsidiary of the Company to the same extent recognized by the Company immediately prior to the Effective Time. (c) Parent shall, or Transferred Employees and their eligible dependents shall cause the Surviving Corporation to, (i) waive all limitations as to preexisting conditions exclusions and waiting periods with respect to participation and coverage requirements applicable to the Affected Employees under any welfare benefit plans that such Affected Employees may be eligible to participate in after the Effective TimePurchaser Plans that provide medical, other than limitations dental or waiting periods that are already in effect with respect to such Affected Employees and that have not been satisfied health coverage effective as of the Effective Time Closing). To the extent permitted under the terms of the Purchaser Plans, Purchaser shall cause each Purchaser Plan in which Transferred Employees are eligible to participate to recognize, for purposes of determining eligibility to participate in, the vesting of benefits and for all other purposes (but not for accrual of benefits) under the Purchaser Plans, the service of such employees with the Company, the Company Subsidiary, Parent or any welfare plan maintained for the Affected Employees immediately prior of its Subsidiaries to the Effective Timesame extent as such service was credited for such purpose by the Company, the Company Subsidiary, Parent or any of its Subsidiaries. Transferred Employees will be given credit for past service with the Company for purposes of Purchaser’s vacation or paid-time off policy. (d) With respect to medical, dental or health Purchaser Plans, Purchaser or its Affiliates shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions are covered under the applicable medical, health or dental plans of Purchaser, provided that the level of coverage remains the same, and (ii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to any Transferred Employees and their eligible dependents on or after the Closing to the extent such Transferred Employee or eligible dependent had satisfied any similar limitation or requirement under an analogous Seller Plan prior to the Closing, and (iii) provide each Affected Employee with full credit under such plans for any deductibles, co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements expenses incurred by Transferred Employees and their eligible dependents during the portion of the calendar year prior to such participation in which the Closing occurs. (e) Transferred Employees who are participants in Parent’s 401(k) plan shall be given the opportunity to “rollover” their vested account balances, to the extent any such amounts distributable constitute “eligible rollover distributions” (as defined in Section 402(f)(2)(A) of the Code), to any tax-qualified Purchaser Plan that accepts rollover distributions or to any eligible individual retirement account. (f) If any Transferred Employee is discharged by Purchaser or its Affiliates after the Closing, Purchaser or such Affiliate shall be responsible for (i) any and all severance costs and obligations and (ii) continuation coverage pursuant to COBRA or similar state law (“COBRA Continuation Coverage”) for such Transferred Employee and his or her eligible dependents. (g) Parent shall be responsible for and pay any and all severance, retention and similar payments owing to any Company Employees prior to the Closing Date or pursuant to the agreements set forth on Section 3.15(b)(i) of the Seller Disclosure Schedule. Parent shall also be responsible for providing COBRA Continuation Coverage for all Company Employees discharged by Parent or its Affiliates at any time prior to the Closing. (h) Effective on the Closing Date, all rights and benefits of Sellers or any of their Affiliates under any welfare plans that such Affected Employees are eligible confidentiality, assignment of inventions or non-competition Contract with any Transferred Employee shall be assigned to participate in after the Effective TimeCompany without further action by any Person.

Employees; Employee Benefits. (a) Parent agrees that individuals who are employed by the Company as of the Effective Time shall become employees of the Surviving Corporation Immediately following the Effective Time (each such employeeClosing, an "Affected Employee"); provided, however, that nothing contained in this Section 7.8 shall require the Surviving Corporation to continue the employment of any Affected Employee for any period of time following the Effective Time. (b) Parent Buyer shall, or shall cause the Surviving Corporation Acquired Companies and each Subsidiary to, give Affected Employees full credit for purposes of eligibility, vesting and determination employ or continue to employ each Person identified in Section 6.8(a) of the level Disclosure Letter as an employee of benefits (but not for the purpose of benefit accrual under any defined benefit plan) under any employee benefit plans or arrangements maintained by the Parent, the Surviving Corporation Acquired Companies or any Subsidiary of the Parent for such Affected Employees' service with the Company or any Subsidiary of the Company to the same extent recognized by the Company immediately prior to the Effective TimeClosing and any employee of Sellers dedicated to the Business and set forth on Section 6.8(a)(i) of the Disclosure Letter (all such employees of the Acquired Companies, Subsidiaries and Sellers identified in Section 6.8(a) of the Disclosure Letter, the "Affected Employees"). Buyer or its Affiliates shall offer the Affected Employees, in the aggregate, benefits, including without limitation, severance, salary and bonus opportunity in accordance with the compensation and benefit plans described in Section 6.8(a)(ii) of the Disclosure Letter. Except as required by applicable law or any collective bargaining agreement, under no circumstances shall Buyer or its Affiliates be required to provide or maintain any particular plan or benefit which was provided to or maintained for Affected Employees prior to the Closing. Any Affected Employee who is receiving benefits as of the Closing under Sellers' short-term or long-term disability program shall be deemed to be an employee of Sellers until such time as such employee returns to active service and if such employee returns to active service within six months of the Closing Date, then such employee shall be deemed an Affected Employee and employed by Buyer in accordance with the terms of this Section. Such employment of such employees dedicated to the Business who do not have employment agreements shall be, if permitted under applicable law, employment at will for the purposes of this Section. For purposes of all employee benefit plans (including, but not limited to, all "employee benefit plans" within the meaning of Section 3(3) of ERISA, and all policies and employee fringe benefit programs, including vacation policies) of the Buyer (such plans, programs, policies and arrangements, the "Buyer Plans") in which the Affected Employees may participate following the Closing under which an employee's eligibility or benefit depends, in whole or in part, on length of service, Buyer shall cause credit to be given to the Affected Employees for service previously credited with the Acquired Companies and the Subsidiaries and the Sellers, as the case may be, prior to the Closing, provided, that such crediting of service does not result in duplication of benefits, and provided, that except as provided in subsection (d) below, such crediting of service shall not be required for benefit accrual purposes under any Buyer Plan that is a defined benefit plan. Affected Employees shall also be given credit for any deductible or co-payment amounts paid in respect of the plan year in which the Closing occurs, to the extent that, following the Closing, they participate in any Buyer Plan for which deductibles or co-payments are required. Buyer shall also use its commercially reasonable best efforts to cause each Buyer Plan to waive (A) any preexisting condition restriction with respect to conditions which were covered under the terms of any analogous plan immediately prior to the Closing or (B) waiting period limitation which would otherwise be applicable to an Affected Employee on or after the Closing to the extent such Affected Employee had satisfied any similar waiting period limitation under an analogous plan prior to the Closing. (b) Prior to the Closing Date, Sellers shall take all such action as shall be necessary or appropriate such that the accrued benefit as of the Closing Date of each Affected Employee under the Revlon Employee Retirement Plan, the Revlon Foreign Service Employees' Pension Plan and the Amended and Restated Pension Equalization Plan, dated as of December 14, 1998 (collectively, the "Revlon Pension Plans") shall be fully 100% vested. Following the Closing Date, the Sellers shall cause to be made distributions of benefits under the Revlon Employee Retirement Plan to Affected Employees as and when required in accordance with the terms of the Revlon Employee Retirement Plan. (c) Parent Prior to the Closing Date, Sellers shall take all such action as shall be necessary or appropriate such that the account balance as of the Closing Date of each Affected Employee under the Revlon Employee Savings, Investment and Profit Sharing Plan (the "Revlon Savings Plan") and the Revlon Excess Savings Plan for Key Employees (collectively, the "Revlon DC Plans") shall be fully 100% vested. As soon as practicable after the Closing Date, but in no event later than 120 days after the Clos ing Date, Buyer shall establish a defined contribution plan and trust intended to qualify under Section 401(a) and Section 501(a) of the Code (the "Buyer Savings Plan"). Sellers shall, within 160 days following the Closing Date, but in no event prior to the receipt by Sellers of written evidence of the adoption of the Buyer Savings Plan and the trust thereunder by Buyer and either (A) the receipt by the Sellers of a copy of a favorable determination letter issued by the IRS with respect to the Buyer Savings Plan or (B) an opinion, reasonably satisfactory to Sellers' counsel, of Buyer's counsel to the effect that the terms of the Buyer Savings Plan and its related trust qualify under Section 401(a) and Section 501(a) of the Code, direct the trustee of the Revlon Savings Plan to transfer to the trustee of the Buyer Savings Plan the account balances under the Revlon Savings Plan as of the date of transfer in respect of Affected Employees. Except to the extent mutually agreed to by Sellers and Buyer, the transfer of assets pursuant to this Section 6.8(c) shall be in cash (except that any promissory notes or other evidence of indebtedness with respect to outstanding loans under the Revlon Savings Plan made to any Affected Employee shall also be transferred). From the Closing Date, until the date of such transfer, to the extent allowable by applicable law, the Buyer shall make continuous payroll deductions each pay period from the pay of each Affected Employee who has a loan or loans outstanding from the Revlon Savings Plan of amounts sufficient to pay the installment payments of principal and interest on each such loan as required by the promissory note or other evidence of indebtedness related to such loan or loans. Such deducted amounts shall be paid by the Buyer to the trustee of the Revlon Savings Plan, whom the Sellers shall direct to accept such payments for a credit against such loans. Upon such transfer, the Buyer Savings Plan shall assume all liabilities for all accrued benefits under the Revlon Savings Plan in respect of Affected Employees that are transferred to the Buyer Savings Plan and the Revlon Savings Plan shall be relieved of all liabilities for such accrued benefits. Sellers and Buyer shall cooperate in the filing of documents required by the transfer of assets and liabilities described herein. Notwithstanding anything contained herein to the contrary, no such transfer shall take place until the 31st day following the filing of all required Forms 5310-A in connection therewith. (d) Effective as of the Closing Date, the Buyer shall assume or shall cause to remain in full force and effect all obligations of the Surviving Corporation toAcquired Companies and Subsidiaries arising under any collective bargaining agreement or other arrangement with any unions or other labor organizations, which agreement or arrangement is scheduled on Section 4.21 of the Disclosure Letter, including without limitation the Labor Agreement between Roux Laboratories Inc. and Local 6520 International Union, United Automobile Aerospace and Agricultural Implement Workers of America (UAW) UAW, AFL-CIO (the "UAW Agreement"). Effective as of the Closing Date, the Buyer shall establish a defined benefit pension plan qualified under Section 401(a) of the Code (the "Buyer UAW DB Plan") for the benefit of Affected Employees the terms of whose employment are subject to the UAW Agreement (the "UAW Affected Employees") and a defined contribution pension plan qualified under Section 401(a) of the Code (the "Buyer UAW DC Plan") for the benefit of UAW Affected Employees. The Buyer UAW DB Plan and the Buyer UAW DC Plan shall (i) waive recognize all limitations as to preexisting conditions exclusions and waiting periods service with respect to participation and coverage requirements applicable to the Affected Employees under any welfare benefit plans that such Affected Employees may be eligible to participate in after the Effective Time, other than limitations or waiting periods that are already in effect with respect to such Affected Employees and that have not been satisfied as of the Effective Time under any welfare plan maintained for the Affected Employees immediately Sellers prior to the Effective Time, Closing Date by each UAW Affected Employee for all purposes thereunder and (ii) provide each be substantially identical to the Revlon UAW Pension Plan dated as of October 1, 1991 (the "Sellers UAW DB Plan") and the Xxxxxx Flexible 401(k) and Profit Sharing Plan, respectively. Sellers shall transfer (or cause to be transferred) from the Sellers UAW DB Plan to the Buyer UAW DB Plan the assets (determined as set forth below) and liabilities which are attributable to the UAW Affected Employee with credit for Employees who are participants in the Sellers UAW DB Plan as of the Closing Date. Within 30 days after the Closing Date, Sellers shall file or cause to be filed any coIRS Forms 5310-payments and deductibles paid A required to be submitted to the IRS in respect to the transfer contemplated by this Section 6.8(d). The asset transfer shall be made as soon as practicable following the determination of the "transfer amount", as described below, but in no event prior to the Effective Time thirtieth day following the filing of such IRS Forms 5310-A with the IRS (or, in satisfying the event the IRS raises any applicable deductible objections to the transfer, the date as of which the IRS withdraws such objections or out-of-pocket requirements under any welfare plans is satisfied that the terms of the transfer have been modified to the extent necessary to meet such Affected Employees are eligible to participate in after the Effective Time.objections). The "transfer amount" shall be determined as follows:

Employees; Employee Benefits. (a) Parent agrees that individuals who are employed It is anticipated by the Acquirors that each individual who was an employee of the Company as of or a Company Subsidiary immediately prior to the Effective Time shall become employees of continue his or her employment with the Surviving Corporation following upon the Effective Time (including each such employeeindividual who is on vacation, temporary layoff, leave of absence, sick leave or short or long–term disability leave) (each, a “Continuing Employee”). Notwithstanding anything to the contrary contained herein, after the Effective Time, each Continuing Employee shall be employed solely on an "Affected Employee"); provided“at will” basis and none of the Company, howeverany Company Subsidiary, that nothing contained in this Section 7.8 shall require the Parent, any Parent Subsidiary, or the Surviving Corporation shall be required to continue the employment of any Affected Employee for any period particular Continuing Employee, except to the extent required by the provisions of time following the Effective Timea written employment Contract or as required by applicable Law. (b) Parent shallAfter the Effective Time, the Acquirors shall continue (or shall cause the Surviving Corporation to, give Affected Employees full credit for purposes of eligibility, vesting and determination to continue) coverage of the level of benefits (but not for Continuing Employees under the purpose of benefit accrual under any defined benefit plangeneral health and welfare plans and the Company 401(k) under Savings Plan included in the Company Benefit Plans until March 31, 2009. Thereafter, the Continuing Employees shall either be eligible to participate in any employee benefit plans or arrangements maintained thereafter adopted by the Company, or to participate in the employee benefit plans of Parent in accordance with the eligibility criteria thereof. If such Continuing Employees participate in the benefit plans of Parent, the Surviving Corporation or any Subsidiary (i) such Continuing Employees shall receive full credit for years of the Parent for such Affected Employees' service with the Company or any Subsidiary of the Company to the same extent recognized by the Company immediately Subsidiaries prior to the Effective Time. Merger for all purposes for which such service was recognized under the Company Benefit Plans including recognition of service for eligibility and vesting, and (cii) such Continuing Employee shall participate in the employee benefit plans of Parent shall, or on terms no less favorable than those offered by the Parent to similarly situated employees of Parent. The Acquirors shall cause the Surviving Corporation to, (i) use all reasonable efforts to waive all limitations as to preexisting conditions exclusions pre-existing conditions, exclusions, evidence of insurability requirements and waiting periods with respect to participation and coverage requirements applicable to the Affected Continuing Employees under any welfare or fringe benefit plans that such Affected plan in which the Continuing Employees may be eligible to participate in after the Effective Time. The Continuing Employees shall be entitled to the severance benefits available to similarly situated employees of Parent under the Parent’s severance policies in existence at the time of such Continuing Employee’s termination of employment. Notwithstanding the foregoing, other than limitations the foregoing covenants of Acquirors shall not in any manner apply to the UK Pension or waiting periods that are already in effect the obligations of any party thereunder or with respect thereto. (c) Conditional upon the closing of the Merger, Parent agrees that it shall cause the Surviving Company to pay to the participants cash amounts which become due and payable to such Affected Employees and that have not been satisfied as participants under the bonus plans of the Effective Time under Company identified in Section 6.8(c) of the Company Disclosure Letter in accordance with the applicable plan terms for performance ending on March 31, 2009. (d) Notwithstanding the foregoing, this Section 6.8 does not amend any welfare plan maintained for provision of any Company Benefit Plan and is not intended to and shall not require the Affected Employees immediately prior Acquirors to continue any Company Benefit Plan beyond the Effective Timetime when it otherwise lawfully could be terminated or modified. Nothing herein expressed or implied by this Agreement shall confer upon any Continuing Employee, and (ii) provide each Affected Employee with credit for or legal representative thereof, any co-payments and deductibles paid prior rights or remedies, including, without limitation, any right to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such Affected Employees are eligible to participate in after the Effective Timecontinued employment.

Employees; Employee Benefits. (a) Parent agrees that individuals For a period of six months following the Closing Date, the Company or its Subsidiaries shall, subject to earlier termination of employment for cause (as determined in accordance with the definition of “cause” set forth in the Company’s Extraordinary Transaction Compensation Policy) or by voluntary termination, continue to provide those Persons (other than Persons currently covered by written employment agreements) who are employed by the Company as or any of the Effective Time shall become employees of the Surviving Corporation following its Subsidiaries immediately prior to the Effective Time (the “Continuing Employees”), with employment at respective levels of base salary and incentive and bonus opportunities (but not equity compensation) and benefits (including vacation, paid time off, medical, dental, vision, life, accidental death and dismemberment and disability benefits) that are substantially comparable, in the aggregate to each such employeeContinuing Employee, an "Affected Employee")to those provided by the Target Companies immediately prior to the Effective Time; provided, howeverthat on and after October 1, that nothing contained 2005, each such Continuing Employee may, at the option of Parent, be enrolled in this Section 7.8 one or more of the Parent Employee Benefit Plans (with benefits of similarly situated employees of Parent and its Subsidiaries) rather than in any remaining Company Employee Benefit Plans. The Continuing Employees shall require the Surviving Corporation be eligible to continue the employment of any Affected Employee for any period of time following participate in Parent’s 401(k) plan immediately after the Effective Time, according to the terms of Parent’s 401(k) plan and applicable law, and with the prior service credit provided for in Section 5.16(b). (b) The service of each Continuing Employee with the Company or its Subsidiaries (or any predecessor employer) prior to the Effective Time shall be treated as service with Parent shalland its Subsidiaries for purposes of each Parent Employee Benefit Plan (including retirement, or shall cause vacation, paid time off and severance plans) in which such Continuing Employee is eligible to participate after the Surviving Corporation toEffective Time, give Affected Employees full credit including for purposes of eligibility, vesting and determination of benefit levels and accruals (other than defined benefit pension plan accruals). (c) Following the level of benefits Effective Time, Parent shall, or shall cause its Subsidiaries to, (but not i) waive any pre-existing condition, exclusion, actively-at-work requirements or waiting periods and (ii) provide full credit for any co-payments, deductibles or similar payments made or incurred prior to the Effective Time (or, if later, any applicable plan transition date) for the purpose plan year in which the Effective Time (or such transition date) occurs, in each case for purposes of benefit accrual under each Parent Plan in which any defined benefit plan) under any employee benefit plans Continuing Employee or arrangements maintained by the Parent, the Surviving Corporation his or any Subsidiary of the Parent for such Affected Employees' service with the Company or any Subsidiary of the Company her eligible dependents is eligible to the same extent recognized by the Company immediately prior to participate after the Effective Time. (cd) Parent shall, or and shall cause the Surviving Corporation its Subsidiaries to, honor, in accordance with its terms (but without duplication or multiple effect), each severance policy or plan listed on Section 5.16(d) of the Company Disclosure Schedule and all obligations thereunder, including any rights or benefits arising as a result of the transactions contemplated hereby (either alone or in combination with any other event); provided that the period of time during which severance may be triggered under any severance policy or plan listed on Section 5.16(d) of the Company Disclosure Schedule (without duplication or multiple effect) shall be extended, with respect to each Continuing Employee to which such policy or plan applies, for the period of such Continuing Employee’s actual employment with the Company or its Subsidiaries after Closing (up to a maximum extension of six months for all covered participants under the Magnum Hunter Resources, Inc. Employee Severance Policy and all covered participants under the Magnum Hunter Resources, Inc. Extraordinary Transaction Compensation Policy who are entitled to receive, as a Termination Payment thereunder, three months or less of Base Salary (as defined therein)). Parent hereby acknowledges that the consummation of the Merger constitutes a change of control, change in control or extraordinary transaction, as the case may be, for all purposes under such Company Employee Benefit Plans. (e) Notwithstanding anything herein to the contrary, the Company shall be entitled to (i) waive all limitations amend, modify or terminate any nonqualified deferred compensation plan (as to preexisting conditions exclusions and waiting periods with respect to participation and coverage requirements applicable to the Affected Employees under any welfare benefit plans that such Affected Employees may be eligible to participate defined in after the Effective Time, other than limitations or waiting periods that are already in effect with respect to such Affected Employees and that have not been satisfied as Section 409A of the Effective Time under Code) maintained by any welfare plan maintained for of the Affected Employees immediately Target Companies prior to the Effective Time, as determined by the Company (with the approval of Parent), in order to comply with any rules, regulations or other guidance promulgated by any Governmental Entity under Section 409A of the Code or otherwise to avoid the imposition of any Tax or interest penalty on any participant therein under Section 409A of the Code and (ii) adopt and operate a nonqualified deferred compensation plan that will provide for the deferral of compensation in taxable years beginning on and after January 1, 2005, in lieu of deferral of such compensation under any nonqualified deferred compensation plan in existence as of the date hereof, and having such other terms and conditions as are substantially similar to the terms of any such existing nonqualified deferred compensation plan and are in compliance with Section 409A of the Code. Following the Effective Time, Parent shall not, and shall not permit any of its Subsidiaries or any of its or their respective employees to, take any action or omit to take any action that results, or would be reasonably likely to result, in the imposition of any Tax or interest penalty under Section 409A of the Code on any current or former participant in any such existing or new nonqualified deferred compensation plan, including any “material modification” (within the meaning of Section 885(d)(2)(B) of the American Jobs Creation Act of 2004) of any such nonqualified deferred compensation plan with respect to amounts deferred in taxable years beginning before January 1, 2005. Parent shall indemnify and hold harmless each Affected Employee with credit for such participant on an after-tax basis from any co-payments Tax or interest penalty imposed under Section 409A of the Code to the extent imposed as a result of any such act or omission. (f) The parties agree that the consummation of the transactions contemplated by this Agreement shall constitute a “Change in Control” as defined in those employment agreements entered into among the Company, Gruy Petroleum Management Co. and deductibles paid prior to certain executives as identified on Section 5.16(f) of the Company Disclosure Schedule and that on and after the Effective Time such executives shall have “Good Reason” to voluntarily terminate employment in accordance with such agreements, which termination shall entitle such executives to lump sum termination payments, benefits continuation and other benefits pursuant to Sections 8(c)-(e) of such agreements. The lump sum termination payments payable to the executives upon voluntary termination of employment pursuant to Section 8(c) of the employment agreements are set forth on Section 5.16(f) of the Company Disclosure Schedule. (g) The parties agree that the consummation of the transactions contemplated by this Agreement shall constitute a “Change of Control” as defined in the Company’s Outside Director Policy and that the removal of the Company’s directors as of the Effective Time as provided in Section 2.3(c) of this Agreement entitles the outside directors of the Company to additional compensation pursuant to Section 3.1 of such policy. The additional compensation payable to each outside director pursuant to Section 3.1 of the Company’s Outside Director Policy is set forth on Section 5.16(g) of the Company Disclosure Schedule. Company Stock Options held by outside directors of the Company shall be cashed out in accordance with the provisions of Section 2.4(c)(iii) of this Agreement. (h) Payments required to be made under the executive employment agreements described in Section 5.16(f) and the Company’s Outside Director Policy and the other severance policies or plans described in Section 5.16(d) shall be made at the time provided in such agreements, policies or plans, or, if time of payment is not provided for, within 5 days of an employee or director satisfying the requirements for entitlement to such payments; provided, however, that any applicable deductible payments subject to Section 409A of the Code and related rules, regulations or out-of-pocket requirements other guidance made to a key employee (as defined in Code Section 416(i) without regard to subsection (5) thereof) shall be made at a time that will not result in the imposition of any Tax or interest penalty under Section 409A of the Code, even if compliance with Section 409A of the Code will result in a delay in payment. (i) To the extent that any employment agreement or written Company policy does not already so specifically provide, if any of the persons set forth on Section 5.16(i) of the Company Disclosure Schedule pays or becomes obligated to pay any excise tax under Section 4999 of the Code on any payment he receives (whether under any welfare plans such employment agreement, policy or otherwise, and including but not limited to the value of accelerated vesting of Company Stock Options) in connection with the transactions contemplated by this Agreement, the parties agree that the Company shall pay to such Affected Employees are eligible person an amount equal to participate in after the Effective Timetotal excise tax paid or payable.

Employees; Employee Benefits. (a) Following the Effective Time, Parent agrees that individuals who are employed by shall provide employees of the Company as who remain employees of Parent or the Surviving Corporation (the "Remaining Employees") with (i) benefit plans providing coverage and benefits which, in the aggregate, are no less favorable than those provided to similarly situated employees of Parent and (ii) credit for years of service with the Company prior to the Effective Time for purpose of eligibility and vesting pursuant to Parent's plans and policies to the extent such service was recognized for such purpose by a comparable Benefit Plan (but not for accrual of benefits to the extent that such credit would result in a duplication of benefits). The preceding sentence shall become employees of not preclude the Surviving Corporation Corporation, Parent or any Subsidiary of Parent at any time following the Effective Time (each such employee, an "Affected Employee"); provided, however, that nothing contained in this Section 7.8 shall require the Surviving Corporation to continue from terminating the employment of any Affected Remaining Employee for and shall not modify or alter the at-will status of any period Remaining Employee. The transactions contemplated hereby will not result in accelerated vesting of time following the Effective Timeany Options. (b) Parent shall, or The Company shall cause the Surviving Corporation to, give Affected Employees full credit for purposes of eligibility, vesting and determination of the level of benefits (but not for the purpose of benefit accrual under any defined benefit plan) under any employee benefit plans or arrangements maintained by the cooperate fully with Parent, the Surviving Corporation including by providing Parent with such information as is necessary or any Subsidiary of the appropriate, to enable Parent for such Affected Employees' service with the to satisfy its obligations pursuant to this Section 6.4. The Company shall pay all premiums, fees and accruals relating to all compensation and Benefit Plans due or any Subsidiary of the Company to the same extent recognized by the Company immediately payable prior to the Effective Time. (c) Parent shall, or The Company shall cause the Surviving Corporation to, (i) waive take all limitations as necessary actions to preexisting conditions exclusions and waiting periods with respect to participation and coverage requirements applicable to the Affected Employees under any welfare benefit plans provide that such Affected Employees may be eligible to participate in after the Effective Time, other than limitations or waiting periods that are already in effect with respect to such Affected Employees and that have not been satisfied as of the Effective Time under (i) no holder of Options will have any welfare plan maintained for right to receive shares of common stock of the Affected Employees immediately prior to the Effective Time, Surviving Corporation upon exercise of any such Option and (ii) provide each Affected Employee any and all Benefit Plans identified by Parent shall terminate effective earlier than or simultaneous with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such Affected Employees are eligible to participate in after the Effective Time. (d) Parent agrees to file, as soon as practicable following the Closing Date and, in any event, within thirty (30) business days, a registration statement on Form S-8 covering the shares of Parent Common Stock issuable pursuant to outstanding Options assumed by Parent. The Company shall cooperate with and assist Parent in the preparation of such registration statement.

Employees; Employee Benefits. (a) Parent agrees that individuals who are employed by Newco and NGP, as applicable, shall honor, in accordance with the Company 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 Second Effective Time shall become by current and former employees of the Surviving Corporation following Price Entities under the Plans. (b) Through the date that is six months after the Closing Date, Newco and NGP, as applicable, shall maintain employee benefit plans, policies and arrangements which, with respect to the employees of the Price Entities employed as of the Second Effective Time (each "PRICE EMPLOYEES") provide benefits (other than equity-based incentives) that are comparable in the aggregate to the benefits provided to such employee, an "Affected Employee"); provided, however, that nothing contained employees under the Plans as in this Section 7.8 shall require effect immediately prior to the Surviving Corporation to continue the employment of any Affected Employee for any period of time following the Second Effective Time. (bc) Parent shall, or shall cause the Surviving Corporation to, give Affected Employees full credit for For purposes of eligibilitydetermining eligibility to participate, vesting and determination of the level of benefits (but not for the purpose of accrual or entitlement to benefits other than severance benefit accrual where length of service is relevant) for Price Employees under any defined benefit plan) under any all employee benefit plans and arrangements of NGP or arrangements maintained by the ParentNewco, the Surviving Corporation NGP shall or any Subsidiary of the Parent for such Affected Employees' shall cause Newco to recognize service with the Company or any Subsidiary of the Company Price Entities to the same extent recognized by the Company under a comparable Plan as in effect immediately prior to the Second Effective Time. (cd) Parent shall, NGP shall or shall cause the Surviving Corporation to, Newco to (i) waive all limitations as to preexisting conditions pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Affected Price Employees under any welfare all employee benefit plans that in which such Affected Employees employees may be eligible to participate in after the Second Effective Time, other than limitations or waiting periods that are already in effect with respect to such Affected Employees employees and that have not been satisfied as of the Second Effective Time under any welfare plan maintained for the Affected Employees Plan immediately prior to the Second Effective Time, Time and (ii) provide each Affected Price Employee with credit for any co-payments and deductibles paid prior to the Second Effective Time in satisfying any applicable deductible or out-of-pocket requirements for the year in which the Second Effective Time occurs under any welfare all employee benefit plans that in which such Affected Employees employees are eligible to participate in after the Second Effective Time.

Employees; Employee Benefits. (a) Parent agrees that ---------------------------- individuals who are employed by the Company as of the Effective Time shall become employees of the Surviving Corporation following the Effective Time (each such employee, an "Affected Employee"); provided, however, that nothing contained in this Section 7.8 shall require the Surviving Corporation to continue the employment of any Affected Employee for any period of time following the Effective Time. (b) Parent shall, or shall cause the Surviving Corporation to, give Affected Employees full credit for purposes of eligibility, vesting and determination of the level of benefits (but not for the purpose of benefit accrual under any defined benefit plan) under any employee benefit plans or arrangements maintained by the Parent, the Surviving Corporation or any Subsidiary of the Parent for such Affected Employees' service with the Company or any Subsidiary of the Company to the same extent recognized by the Company immediately prior to the Effective Time. (c) Parent shall, or shall cause the Surviving Corporation to, (i) waive all limitations as to preexisting conditions exclusions and waiting periods with respect to participation and coverage requirements applicable to the Affected Employees under any welfare benefit plans that such Affected Employees may be eligible to participate in after the Effective Time, other than limitations or waiting periods that are already in effect with respect to such Affected Employees and that have not been satisfied as of the Effective Time under any welfare plan maintained for the Affected Employees immediately prior to the Effective Time, and (ii) 55 provide each Affected Employee with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-out- of-pocket requirements under any welfare plans that such Affected Employees are eligible to participate in after the Effective Time.

Employees; Employee Benefits. (a) Parent agrees that individuals who are employed by the Company as For a period of the Effective Time shall become employees of the Surviving Corporation one (1) year following the Effective Time (the “Continuation Period”), Parent will, or will cause an Affiliate to, provide to each such employee, an "Affected Employee"); provided, however, that nothing contained in this Section 7.8 shall require the Surviving Corporation to continue the employment of any Affected Continuing Employee for any period so long as such Continuing Employee remains an employee of time following Parent or its Affiliates during the Continuation Period (i) base salary or regular hourly wage and target annual cash bonus opportunities that are, in the aggregate, substantially comparable to the base salary or regular hourly wage and target annual cash bonus opportunities provided to such Continuing Employee as of immediately prior to the Effective TimeTime and (ii) retirement and welfare benefits (excluding any defined benefit plan benefits) that are, in the aggregate, substantially comparable to those provided to either (x) such Continuing Employees as of immediately prior to the Effective Time or (y) similarly situated employees of Parent. (b) Parent shallshall use commercially reasonable efforts to (i) cause any pre-existing conditions or limitations and eligibility waiting periods under any group health plans of Parent or its Affiliates to be waived with respect to the Continuing Employees and their eligible dependents, or shall cause the Surviving Corporation to, and (ii) give Affected Employees full each Continuing Employee credit for purposes of eligibility, vesting the plan year in which the Effective Time occurs towards applicable deductibles and determination of the level of benefits (but not annual out-of-pocket limits for the purpose of benefit accrual under any defined benefit plan) under any employee benefit plans or arrangements maintained by the Parent, the Surviving Corporation or any Subsidiary of the Parent for such Affected Employees' service with the Company or any Subsidiary of the Company to the same extent recognized by the Company immediately medical expenses incurred prior to the Effective TimeTime for which payment has been made. Parent shall give each Continuing Employee service credit for such Continuing Employee’s employment with the Company for purposes of vesting, benefit accrual, level of benefits and eligibility to participate under each applicable Parent benefit plan (which, for the avoidance of doubt, does not include any equity incentive plan), as if such service had been performed with Parent, except for benefit accrual under defined benefit pension plans, for purposes of qualifying for subsidized early retirement benefits or to the extent it would result in a duplication of benefits. (c) Prior to delivering or making any written or oral communications to the managers, officers or employees of the Company pertaining to compensation or benefit matters that are affected by the transactions contemplated by this Agreement, the Company shall provide Parent shallwith a copy summarizing the intended communications for Parent’s approval (which shall not be unreasonably withheld, conditioned or delayed). (d) The Company shall cause take the Surviving Corporation to, actions set forth on Section 6.08(d) of the Company Disclosure Schedule. (e) Nothing contained in this Agreement is intended to (i) waive all limitations be treated as to preexisting conditions exclusions and waiting periods with respect to participation and coverage requirements applicable to an amendment of any particular Company Plan, (ii) prevent Parent, the Affected Employees under Surviving Company or any welfare of their Affiliates from amending or terminating any of their benefit plans that such Affected Employees may be eligible to participate in or, after the Effective Time, other than limitations any Company Plan in accordance with its terms, (iii) prevent Parent, the Surviving Company or waiting periods that are already in effect with respect to such Affected Employees and that have not been satisfied as any of the Effective Time under any welfare plan maintained for the Affected Employees immediately prior to their Affiliates, after the Effective Time, and from terminating the employment of any Continuing Employee, or (iiiv) provide each Affected Employee create any third-party beneficiary rights in any employee of the Company, any beneficiary or dependent thereof, with credit for any co-payments and deductibles paid prior respect to the Effective Time in satisfying compensation, terms and conditions of employment and/or benefits that may be provided to any applicable deductible Continuing Employee by Parent, the Surviving Company or out-of-pocket requirements any of their Affiliates or under any welfare plans that such Affected Employees are eligible to participate in after benefit plan which Parent, the Effective TimeSurviving Company or any of their Affiliates may maintain.