Common use of Employment and Benefit Arrangements Clause in Contracts

Employment and Benefit Arrangements. (a) Parent agrees to cause the Surviving Corporation and its Subsidiaries to, for a period of one year following the Closing Date (the “Benefits Continuation Period”), provide compensation and benefits to Continuing Employees substantially similar in the aggregate to the Continuing Employees as the compensation and benefits provided by the Company immediately prior to the Closing in the aggregate. Employees of the Acquired Companies immediately prior to the Closing who continue their employment with the Surviving Corporation or its Subsidiaries following the Closing Date are hereinafter referred to as the “Continuing Employees.” (b) For purposes of eligibility, vesting and the determination of the level of benefits under the benefit and compensation plans, programs, agreements and arrangements of Parent, the Surviving Corporation or any of their respective Subsidiaries in which Continuing Employees are eligible to participate following the Closing (the “Parent Plans”) (other than level of benefits under a defined benefit pension plan or post-retirement health and welfare plan), Parent or the Surviving Corporation shall credit each Continuing Employee with his or her years of service with the Acquired Companies and any predecessor entities, to the same extent as such Continuing Employee was entitled immediately prior to the Closing to credit for such service under any similar Company Benefit Plan, except where such crediting would result in duplication of benefits. (c) With respect to each Parent Plan that is a health or welfare benefit plan covering a Continuing Employee, Parent shall use its commercially reasonable efforts to ensure that its third party insurance carriers (including those of the Surviving Corporation and its Subsidiaries) (i) for the calendar year in which the Effective Time occurs cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under such plan to the extent such were waived or satisfied under the comparable Company Benefit Plan immediately prior to the Effective Time and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Benefit Plan for the plan year that includes the Effective Time 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 applicable Parent Plan for the plan year in which the Effective Time occurs. (d) As soon as reasonably practicable following the date of this Agreement and in any event prior to the Closing, the Company (i) will seek stockholder approval that satisfies the requirements of Section 280G(b)(5)(B) of the Code of certain payments and benefits in the nature of compensation that would, but for the approval described in this Section 6.11(d), be treated as “parachute payments” under Section 280G of the Code (either alone or in conjunction with any other event), including, to the extent applicable, any such payments or benefits or accelerated vesting with respect to Company Benefit Plans and any other arrangements and payments or benefits pursuant to arrangements entered into by Parent or the Surviving Corporation and any “disqualified individual” prior to the Closing (collectively, the “Compensatory Arrangements”) such that, to the extent such amounts are approved by the stockholders of the Company as contemplated by this Section 6.11(d), no “disqualified individual” within the meaning of Section 280G of the Code would be subject to an excise tax under Section 4999 of the Code and payment of such amounts would not result in a loss of deduction under Section 280G of the Code; and (ii) make disclosure of the Compensatory Arrangements that satisfies the requirements of Section 280G of the Code to all stockholders of the Company entitled to vote under Section 280G of the Code. (e) The parties hereto acknowledge and agree that all provisions contained in this Section 6.11 with respect to employees of the Acquired Companies are included for the sole benefit of the respective parties hereto and shall not create any right (i) in any other Person, including any employees, former employees, any participant or any beneficiary thereof in any Company Benefit Plan or Parent Plan or (ii) to continued employment with the Company, any of its Subsidiaries, Parent or the Surviving Corporation. After the Effective Time, nothing contained in this Section 6.11 is intended to be or shall be considered to be an amendment of any plan, program, agreement, arrangement or policy of the Company, any of its Subsidiaries, Parent or the Surviving Corporation nor shall it interfere with Parent’s, the Surviving Corporation’s or any of its Subsidiaries’ right to amend, modify or terminate any Company Benefit Plan or to terminate the employment of any employee of the Acquired Companies for any reason. (f) The Surviving Corporation shall promptly pay to the recipients thereof the Employee Potential Payments – Contingent as they become due (and in any event within five (5) Business Days thereafter) other than any payment due to the Sole MIA Participant. Promptly (and in any event within five (5) Business Days) after such time that any Employee Potential Payment – Contingent becomes no longer payable to the intended recipient (whether because it is forfeited, unearned, waived or otherwise not paid), the Surviving Corporation shall pay such Employee Potential Payment – Contingent to the Stockholders’ Representative for further distribution to the Payment Parties.

Employment and Benefit Arrangements. (a) Parent agrees to cause For a period of twelve months following the Surviving Corporation Closing Date, the Buyer shall provide each Employee of the Company and its Subsidiaries towith employee benefits that are no less favorable in the aggregate to those employee benefits (other than benefits under an equity incentive plan or non-qualified deferred compensation plan) provided to each such employee immediately prior to the Closing Date. The Buyer shall, for a period of one year twelve months following the Closing Date (Date, maintain a severance pay practice, program or arrangement for the “Benefits Continuation Period”), provide compensation and benefits to Continuing Employees substantially similar benefit of each Employee that is no less favorable in the aggregate to the Continuing Employees as the compensation and benefits provided by the Company than such practice, program or arrangement in effect immediately prior to the Closing in the aggregateDate with respect to such Employee. Employees For a period of the Acquired Companies immediately prior to the Closing who continue their employment with the Surviving Corporation or its Subsidiaries at least two years following the Closing Date are hereinafter referred to Date, the Buyer shall honor and continue in full force and effect all employment agreements in effect as of the “Continuing Employeesdate hereof with the Key Executives, on the one hand, and the Company and its Subsidiaries, on the other hand, in each case, as set forth on Schedule 7.07(a).” (b) For The Buyer shall give Employees full credit for purposes of eligibility, eligibility and vesting and the determination of the level of benefits under the benefit and compensation plans, programs, agreements and arrangements of Parent, the Surviving Corporation or any of their respective Subsidiaries in which Continuing Employees are eligible to participate following the Closing (the “Parent Plans”) accrual (other than level of benefits benefit accrual under a defined benefit pension plan or post-retirement health and welfare retiree medical plan), Parent ) under the employee benefit plans or arrangements maintained by the Surviving Corporation shall credit each Continuing Employee with his Buyer or her years of its Affiliates in which such Employees participate for such Transferred Employees’ service with the Acquired Companies and any predecessor entities, Seller or its Affiliates or predecessors to the same extent as such Continuing Employee was entitled recognized by the Seller immediately prior to the Closing Date; provided that the foregoing shall not apply (x) to credit for such service under any similar Company Benefit Plan, except where such crediting the extent it would result in a duplication of benefitsbenefits or (y) to equity incentive compensation. (c) With respect to each Parent Plan that is a health or any welfare benefit plan covering a Continuing Employeeplans maintained by the Buyer for the benefit of Employees on and after the Closing Date, Parent the Buyer shall use its commercially reasonable efforts to ensure that its third party insurance carriers (including those of the Surviving Corporation and its Subsidiaries) (i) for the calendar year in which the Effective Time occurs cause there to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any or pre-existing condition limitations under such plan to the same extent such were waived or satisfied under comparable plans of the comparable Company Benefit Plan immediately prior to the Effective Time Seller and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under give effect, in determining any similar Company Benefit Plan for the plan year that includes the Effective Time for purposes of applying deductibles, co-payments deductible and maximum out-of-pocket maximums as though limitations, amounts paid by such amounts had been paid in accordance Employees with the terms and conditions of the applicable Parent Plan for the plan year in which the Effective Time occursrespect to similar plans maintained by Seller. (d) As soon as reasonably practicable following For the date avoidance of this Agreement and in any event prior to the Closing, the Company (i) will seek stockholder approval that satisfies the requirements of Section 280G(b)(5)(B) of the Code of certain payments and benefits in the nature of compensation that would, but for the approval described in this Section 6.11(d), be treated as “parachute payments” under Section 280G of the Code (either alone or in conjunction with any other event), including, to the extent applicable, any such payments or benefits or accelerated vesting with respect to Company Benefit Plans and any other arrangements and payments or benefits pursuant to arrangements entered into by Parent or the Surviving Corporation and any “disqualified individual” prior to the Closing (collectively, the “Compensatory Arrangements”) such that, to the extent such amounts are approved by the stockholders of the Company as contemplated by this Section 6.11(d), no “disqualified individual” within the meaning of Section 280G of the Code would be subject to an excise tax under Section 4999 of the Code and payment of such amounts would not result in a loss of deduction under Section 280G of the Code; and (ii) make disclosure of the Compensatory Arrangements that satisfies the requirements of Section 280G of the Code to all stockholders of the Company entitled to vote under Section 280G of the Code. (e) The parties hereto acknowledge and agree that all provisions contained in this Section 6.11 with respect to employees of the Acquired Companies are included for the sole benefit of the respective parties hereto and shall not create any right (i) in any other Person, including any employees, former employees, any participant or any beneficiary thereof in any Company Benefit Plan or Parent Plan or (ii) to continued employment with the Company, any of its Subsidiaries, Parent or the Surviving Corporation. After the Effective Timedoubt, nothing contained in this Section 6.11 is intended to be 7.07 shall have any effect on or shall be considered to be an amendment of otherwise impair any planrights under, programin any respect, agreement, arrangement any Contract in effect on the date hereof between the Company or policy of the Company, any of its Subsidiaries, Parent on the one hand, and any Employee, on the other hand. (e) No provision of this Agreement shall be deemed to be the adoption of, or an amendment to, any employee benefit plan, as that term is defined in Section 3(3) of ERISA, or otherwise limit the Surviving Corporation nor shall it interfere with Parent’s, right of the Surviving Corporation’s Buyer or any of its Subsidiaries’ right Affiliates to amend, modify or terminate any Company Benefit Plan such employee benefit plan or to terminate the employment of any employee of the Acquired Companies for any reasonCompany or its Subsidiaries. (f) The Surviving Corporation shall promptly pay to the recipients thereof the Employee Potential Payments – Contingent as they become due (and in any event within five (5) Business Days thereafter) other than any payment due to the Sole MIA Participant. Promptly (and in any event within five (5) Business Days) after such time that any Employee Potential Payment – Contingent becomes no longer payable to the intended recipient (whether because it is forfeited, unearned, waived or otherwise not paid), the Surviving Corporation shall pay such Employee Potential Payment – Contingent to the Stockholders’ Representative for further distribution to the Payment Parties.

Employment and Benefit Arrangements. (ab) From and after the Effective Time, Parent agrees to shall cause the Surviving Corporation to honor all employment, collective bargaining, severance, termination and its Subsidiaries to, for a period of one year following the Closing Date (the “Benefits Continuation Period”), provide compensation and benefits retirement agreements to Continuing Employees substantially similar in the aggregate to the Continuing Employees as the compensation and benefits provided by which the Company immediately prior to the Closing in the aggregate. Employees of the Acquired Companies immediately prior to the Closing who continue their employment with the Surviving Corporation or its Subsidiaries following the Closing Date are hereinafter referred to as the “Continuing Employees.” (b) For purposes of eligibilitya Subsidiary is a party, vesting and the determination of the level of benefits under the benefit and compensation plans, programs, agreements and arrangements of Parent, the Surviving Corporation or any of their respective Subsidiaries in which Continuing Employees are eligible to participate following the Closing (the “Parent Plans”) (other than level of benefits under a defined benefit pension plan or post-retirement health and welfare plan), Parent or the Surviving Corporation shall credit each Continuing Employee with his or her years of service with the Acquired Companies and any predecessor entities, to the same extent as such Continuing Employee was entitled immediately prior agreements are in effect on the date hereof and shall take no steps to breach or not honor the Closing to credit for terms of such service under any similar Company Benefit Plan, except where such crediting would result in duplication of benefitsagreements. (c) With respect to each Parent Plan that is For a health or welfare benefit plan covering a Continuing Employeeone year period following the Effective Time, Parent shall use its commercially reasonable efforts cause the Surviving Corporation to ensure that its third party insurance carriers (including provide those Affected Employees who are employees of the Surviving Corporation and its Subsidiaries) (i) for the calendar year in which or a Subsidiary at the Effective Time occurs cause with benefits that are, in the aggregate, substantially comparable and no less favorable to be waived any eligibility waiting periods, any evidence such employees as are the benefits of insurability requirements and the application of any pre-existing condition limitations under Company available to such plan to the extent such were waived or satisfied under the comparable Company Benefit Plan employees immediately prior to the Effective Time (collectively the “Continuing Benefits”). Parent shall cause any eligible expenses incurred by any Affected Employee and (ii) cause each Continuing Employee his or her covered dependents to be given credit under such plan for all amounts paid by such taken into account in connection with Continuing Employee under any similar Company Benefit Plan for the plan year that includes the Effective Time Benefits for purposes of applying deductiblessatisfying all applicable deductible, co-payments coinsurance and maximum out-of-pocket maximums requirements applicable to such Affected Employee and his or her covered dependents for the applicable plan year as though if such amounts had been paid in accordance with such Continuing Benefits. In addition, Parent shall cause all pre-existing condition exclusions and actively-at-work requirements to be waived for such Affected Employee and his or her covered dependents, to the terms and extent such conditions of the applicable Parent Plan for the plan year in which were inapplicable or waived with respect to Affected Employee participated immediately prior to the Effective Time occursTime. (d) As soon as reasonably practicable following Parent shall take all actions required so that eligible employees of the Company or any Subsidiary shall receive service credit for purposes of Continuing Benefits and under Parent’s vacation, severance programs, pension plans and post-retirement welfare benefit plans, for the duration of their service with the Company and any Subsidiary (including, where applicable, past service credit with other entities recognized by the Company or its Subsidiaries prior to the date of this Agreement and in any event prior to the Closing, the Company (i) will seek stockholder approval that satisfies the requirements of Section 280G(b)(5)(B) of the Code of certain payments and benefits in the nature of compensation that would, but for the approval described in this Section 6.11(dAgreement), be treated as “parachute payments” under Section 280G of the Code (either alone or in conjunction with any other event), including, to the extent applicable, any such payments or benefits or accelerated vesting with respect to Company Benefit Plans and any other arrangements and payments or benefits pursuant to arrangements entered into by Parent or the Surviving Corporation and any “disqualified individual” prior to the Closing (collectively, the “Compensatory Arrangements”) such that, to the extent such amounts are approved by the stockholders of the Company as contemplated by this Section 6.11(d), no “disqualified individual” within the meaning of Section 280G of the Code would be subject to an excise tax under Section 4999 of the Code and payment of such amounts would not result in a loss of deduction under Section 280G of the Code; and (ii) make disclosure of the Compensatory Arrangements that satisfies the requirements of Section 280G of the Code to all stockholders of the Company entitled to vote under Section 280G of the Code. (e) The parties hereto acknowledge and agree that all provisions contained in this Section 6.11 with respect to employees of the Acquired Companies are included for the sole benefit of the respective parties hereto and shall not create any right (i) in any other Person, including any employees, former employees, any participant or any beneficiary thereof in any Company Benefit Plan or Parent Plan or (ii) to continued employment with the Company, any of its Subsidiaries, Parent or the Surviving Corporation. After the Effective Time, nothing contained in this Section 6.11 is intended to be or shall be considered to be an amendment of any plan, program, agreement, arrangement or policy of the Company, any of its Subsidiaries, Parent or the Surviving Corporation nor shall it interfere with Parent’s, the Surviving Corporation’s or any of its Subsidiaries’ right to amend, modify or terminate any Company Benefit Plan or to terminate the employment of any employee of the Acquired Companies for any reason. (f) The Surviving Corporation shall promptly pay to the recipients thereof the Employee Potential Payments – Contingent as they become due (and in any event within five (5) Business Days thereafter) other than any payment due to the Sole MIA Participant. Promptly (and in any event within five (5) Business Days) after such time that any Employee Potential Payment – Contingent becomes no longer payable to the intended recipient (whether because it is forfeited, unearned, waived or otherwise not paid), the Surviving Corporation shall pay such Employee Potential Payment – Contingent to the Stockholders’ Representative for further distribution to the Payment Parties.

Employment and Benefit Arrangements. For at least twelve (a12) Parent agrees to months following the Closing Date, the Purchaser shall cause the Surviving Corporation and Company to, at its option, either (i) maintain in effect on behalf of each Company Employee who is employed by the Purchaser, the Company or any of its Subsidiaries to, for a period of one year following on or after the Closing Date (each, a “Continuing Employee”, but for the avoidance of doubt, not including Company Employees terminated after the Closing) employment, severance, termination, consulting, retirement and other compensation and benefit plans, programs, arrangements, agreements and policies (other than any equity based plans) of the Company or its Subsidiaries in effect as of the date hereof (the “Benefits Continuation PeriodCompany Plans”), ) or (ii) provide Continuing Employees with such compensation and benefit plans, programs, arrangements, agreements and policies (other than equity-based plans) providing benefits to Continuing Employees substantially similar that are no less favorable in the aggregate to those that are provided to similarly situated employees of the Purchaser or its Subsidiaries. The Purchaser shall provide the Continuing Employees as the compensation and benefits provided by the Company immediately prior to the Closing in the aggregate. Employees of the Acquired Companies immediately prior to the Closing who continue their employment with the Surviving Corporation or its Subsidiaries following the Closing Date are hereinafter referred to as the “Continuing Employees.” (b) For service credit for all purposes of eligibility, vesting and the determination of the level of benefits under the benefit and compensation plans, programs, agreements and arrangements of Parent, the Surviving Corporation or any of their respective Subsidiaries in which Continuing Employees are eligible to participate following the Closing (the “Parent Plans”) (other than level for purposes of benefits benefit accrual under a defined benefit pension plan plan) under any compensation or post-retirement health benefit plans, programs, arrangements, agreements and welfare plan)policies sponsored by the Purchaser or any of its Affiliates, Parent or the Surviving Corporation shall credit each Continuing Employee with his or her years of service with the Acquired Companies and any predecessor entities, except to the same extent as such Continuing Employee was entitled immediately prior to the Closing to credit for such service under any similar Company Benefit Plan, except where such crediting would result in duplication of benefits. (c) With respect to each Parent Plan benefits would result. To the extent that is a health or the Purchaser modifies any welfare benefit coverage or plan covering a under which the Continuing EmployeeEmployees participate, Parent the Purchaser shall use its commercially reasonable efforts to ensure that its third party insurance carriers (including those of the Surviving Corporation and its SubsidiariesA) (i) for the calendar year in which the Effective Time occurs cause to be waived waive any eligibility applicable waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under such plan conditions or actively at work requirements, to the extent such were waiting periods, pre-existing conditions and requirements would have been waived or satisfied under the comparable Company Benefit Plan immediately prior to the Effective Time and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Benefit Plan for the plan year that includes the Effective Time 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 applicable Parent Plan for the plan year Plans in which the Effective Time occurs. (d) As soon as reasonably practicable following the date of this Agreement and in any event Continuing Employees were eligible to participate immediately prior to the Closing, and (B) give such employees credit under the new coverages or benefit plans for deductibles, co insurance and out of pocket payments that have been paid during the year in which such welfare benefit coverage or plan modification occurs. The Company (i) will seek stockholder approval that satisfies the requirements of shall be solely responsible for any obligations arising under Section 280G(b)(5)(B) 4980B of the Code with respect to all “M&A qualified beneficiaries” (as defined in Treasury Regulation Section 54.4980B-9) who are current or former employees or other eligible service providers of certain payments the Company or any of its Subsidiaries and benefits in the nature of compensation that would, but for the approval described their qualifying beneficiaries. Nothing in this Section 6.11(d)8.04, be treated as “parachute payments” under Section 280G of the Code express or implied, is intended to or shall give any Person (either alone or in conjunction with any other event), including, to for the extent applicableavoidance of doubt any current or former directors, any such payments officers, employees, contractors or benefits or accelerated vesting with respect to Company Benefit Plans and any other arrangements and payments or benefits pursuant to arrangements entered into by Parent or the Surviving Corporation and any “disqualified individual” prior to the Closing (collectively, the “Compensatory Arrangements”) such that, to the extent such amounts are approved by the stockholders consultants of the Company as contemplated by this Section 6.11(d), no “disqualified individual” within the meaning of Section 280G of the Code would be subject to an excise tax under Section 4999 of the Code and payment of such amounts would not result in a loss of deduction under Section 280G of the Code; and (ii) make disclosure of the Compensatory Arrangements that satisfies the requirements of Section 280G of the Code to all stockholders of the Company entitled to vote under Section 280G of the Code. (e) The parties hereto acknowledge and agree that all provisions contained in this Section 6.11 with respect to employees of the Acquired Companies are included for the sole benefit of the respective parties hereto and shall not create any right (i) in any other Person, including any employees, former employees, any participant or any beneficiary thereof in any Company Benefit Plan or Parent Plan or (ii) to continued employment with the Company, any of its Subsidiaries, Parent or on or after the Surviving Corporation. After Closing, the Effective TimePurchaser or any of its Subsidiaries), nothing contained in other than the parties hereto, any right to enforce the provisions of this Section 6.11 8.04 as a third-party beneficiary, or any right, benefit or remedy of any nature whatsoever and no provision of this Section 8.04 is intended to be or shall constitute or be considered to be construed as an amendment to or modification of any employee benefit plan, program, agreementpolicy, agreement or arrangement or policy of the Company, the Purchaser or any respective Subsidiary thereof. Nothing in this Section 8.04 shall be construed as requiring, and the Company shall take no action that would have the effect of its Subsidiariesrequiring, Parent or the Surviving Corporation nor shall it interfere with Parent’sPurchaser, the Surviving Corporation’s Company or any of its Subsidiaries’ right Subsidiaries to amend, modify or terminate continue any Company Benefit Plan specific plans or to terminate continue the employment of any employee of the Acquired Companies for any reasonspecific person. (f) The Surviving Corporation shall promptly pay to the recipients thereof the Employee Potential Payments – Contingent as they become due (and in any event within five (5) Business Days thereafter) other than any payment due to the Sole MIA Participant. Promptly (and in any event within five (5) Business Days) after such time that any Employee Potential Payment – Contingent becomes no longer payable to the intended recipient (whether because it is forfeited, unearned, waived or otherwise not paid), the Surviving Corporation shall pay such Employee Potential Payment – Contingent to the Stockholders’ Representative for further distribution to the Payment Parties.

Employment and Benefit Arrangements. (a) Parent agrees to From the Closing Date until December 31, 2015, the Purchaser shall cause the Surviving Corporation Company to provide employees of the Company and its Subsidiaries to, for a period of one year following the Closing Date with compensation (the “Benefits Continuation Period”), provide compensation and benefits to Continuing Employees other than equity-based compensation) that is substantially similar in the aggregate equivalent to the Continuing Employees as the compensation and benefits (other than equity-based compensation) provided by the Company immediately to such employees prior to the Closing and to either (i) maintain in the aggregate. Employees effect on behalf of employees of the Acquired Companies immediately prior to the Closing who continue their employment with the Surviving Corporation or Company and its Subsidiaries following the Closing Date are hereinafter referred to as the “Continuing Employees.” (b) For purposes of eligibilityall employment, vesting severance, termination, consulting, retirement and the determination of the level of benefits under the other compensation and benefit and compensation plans, programs, arrangements, agreements and arrangements policies (other than any equity-based plans) of Parentthe Company or its Subsidiaries as in effect as of the date hereof (the “Company Plans”) or (ii) provide all employees of the Company and its Subsidiaries with such compensation and benefit plans, programs, arrangements, agreements and policies as are provided to similarly situated employees of the Surviving Corporation Purchaser; provided that such benefit plans, programs, arrangements, agreements and policies provide a level of benefits that in the aggregate is substantially comparable to the aggregate level of benefits provided under the Company Plans as of the Closing. The Purchaser shall take all actions necessary so that employees of the Company and its Subsidiaries shall receive service credit for all purposes (other than for purposes of benefit accrual under any defined benefit pension plan) under any compensation or benefit plans, programs, arrangements, agreements and policies sponsored by the Purchaser or any of their respective Subsidiaries in which Continuing Employees are eligible to participate following the Closing (the “Parent Plans”) its Affiliates (other than level any equity-based arrangements), except to the extent duplication of benefits under a defined benefit pension plan would result. To the extent that the Purchaser or post-retirement health and welfare plan), Parent or the Surviving Corporation shall credit each Continuing Employee with his or her years any of service with the Acquired Companies and its Affiliates modifies any predecessor entities, to the same extent as such Continuing Employee was entitled immediately prior to the Closing to credit for such service under any similar Company Benefit Plan, except where such crediting would result in duplication of benefits. (c) With respect to each Parent Plan that is a health or welfare benefit coverage or plan covering a Continuing Employee, Parent shall use its commercially reasonable efforts to ensure that its third party insurance carriers (including those under which the employees of the Surviving Corporation Company and its Subsidiaries) (i) for Subsidiaries participate in the calendar plan year in which the Effective Time occurs Closing occurs, the Purchaser shall waive or cause to be waived any eligibility applicable waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under conditions or actively-at-work requirements and shall give such plan to the extent such were waived or satisfied employees credit under the comparable Company Benefit Plan immediately prior to the Effective Time and (ii) cause each Continuing Employee to be given credit under such plan new coverages or benefit plans for all amounts paid by such Continuing Employee under any similar Company Benefit Plan for the plan year that includes the Effective Time for purposes of applying deductibles, co-payments insurance and out-of-pocket maximums as though such amounts had payments that have been paid in accordance with during the terms and conditions of the applicable Parent Plan for the plan year in which the Effective Time such welfare benefit coverage or plan modification occurs. (d) As soon as reasonably practicable following the date of . Nothing in this Agreement and in any event prior to the Closing, the Company Section 8.04 shall (i) will seek stockholder approval that satisfies the requirements of Section 280G(b)(5)(B) of the Code of certain payments and benefits confer upon any Person any right to continue in the nature employ or service of compensation that wouldPurchaser, but for the approval described Company, its Subsidiaries or any of their respective Affiliates, or interfere with or restrict in this Section 6.11(d)any way the rights of Purchaser, be treated as “parachute payments” under Section 280G the Company, its Subsidiaries or any of the Code (either alone or in conjunction with any other event)their respective Affiliates, includingwhich rights are hereby expressly reserved, to discharge or terminate the extent applicableservices of any employee at any time for any reason whatsoever, any such payments with or benefits or accelerated vesting with respect to Company Benefit Plans and any other arrangements and payments or benefits pursuant to arrangements entered into by Parent or the Surviving Corporation and any “disqualified individual” prior to the Closing (collectivelywithout cause, the “Compensatory Arrangements”) such that, to the extent such amounts are approved by the stockholders of the Company as contemplated by this Section 6.11(d), no “disqualified individual” within the meaning of Section 280G of the Code would be subject to an excise tax under Section 4999 of the Code and payment of such amounts would not result in a loss of deduction under Section 280G of the Code; and (ii) make disclosure of the Compensatory Arrangements that satisfies the requirements of Section 280G of the Code subject to all stockholders of the Company entitled to vote under Section 280G of the Code. (e) The parties hereto acknowledge and agree that all provisions contained in compliance with this Section 6.11 with respect to employees of 8.04, restrict the Acquired Companies are included for the sole benefit of the respective parties hereto and shall not create any right (i) in any other Person, including any employees, former employees, any participant or any beneficiary thereof in any Company Benefit Plan or Parent Plan or (ii) to continued employment with the Company, any of its Subsidiaries, Parent or the Surviving Corporation. After the Effective Time, nothing contained in this Section 6.11 is intended to be or shall be considered to be an amendment of any plan, program, agreement, arrangement or policy of the Company, any of its Subsidiaries, Parent or the Surviving Corporation nor shall it interfere with ParentPurchaser’s, the Surviving CorporationCompany’s or any of its Subsidiaries’ right to amend, modify or terminate any Company Benefit Plan, (iii) be deemed or construed to be an amendment or other modification of any Company Plan or Purchaser employee benefit plan or (iv) give any Person other than the parties to terminate the employment of this Agreement, including any employee employees of the Acquired Companies Company or any of its Subsidiaries, any right to enforce the provisions of this Section 8.04 as a third-party beneficiary. The Purchaser agrees that the Purchaser and the Company shall be solely responsible for any reasonsatisfying the continuation coverage requirements of Section 4980B of the Code for all individuals who are “M&A qualified beneficiaries” as such term is defined in Treasury Regulation Section 54.4980B-9. (f) The Surviving Corporation shall promptly pay to the recipients thereof the Employee Potential Payments – Contingent as they become due (and in any event within five (5) Business Days thereafter) other than any payment due to the Sole MIA Participant. Promptly (and in any event within five (5) Business Days) after such time that any Employee Potential Payment – Contingent becomes no longer payable to the intended recipient (whether because it is forfeited, unearned, waived or otherwise not paid), the Surviving Corporation shall pay such Employee Potential Payment – Contingent to the Stockholders’ Representative for further distribution to the Payment Parties.

Employment and Benefit Arrangements. (a) Parent agrees to cause The Purchaser shall take all actions required so that eligible employees of the Surviving Corporation Company and its Subsidiaries to, for a period of one year following the Closing Date (the “Benefits Continuation Period”), provide compensation and benefits shall receive service credit with respect to Continuing Employees substantially similar in the aggregate to the Continuing Employees as the compensation and benefits provided by service with the Company immediately and its Subsidiaries (or their predecessors) prior to the Closing in the aggregate. Employees of the Acquired Companies immediately prior to the Closing who continue their employment with the Surviving Corporation or its Subsidiaries following the Closing Date are hereinafter referred to as the “Continuing Employees.” (b) For for purposes of eligibility, eligibility and vesting and the determination of the level of benefits under the any employee benefit and compensation plans, programs, agreements plans and arrangements of Parent, the Surviving Corporation (excluding any defined benefit pension plans and equity or any of their respective Subsidiaries equity-related plans and arrangements) in which Continuing Employees are each such employee is eligible to participate following the Closing (the “Parent Plans”) (other than level of benefits under a defined benefit pension plan or post-retirement health Date; provided that no retroactive contributions will be required and welfare plan)provided, Parent or the Surviving Corporation shall credit each Continuing Employee with his or her years of service with the Acquired Companies and any predecessor entitiesfurther, except to the same extent as such Continuing Employee was entitled immediately prior to the Closing to credit for such service under any similar Company Benefit Plan, except where such crediting would result in the duplication of benefits. (c) With respect to each Parent Plan . To the extent that is a the Purchaser modifies any group health coverage or welfare benefit plan covering a Continuing Employeeplans under which the employees of the Company and its Subsidiaries participate, Parent the Purchaser shall use its commercially reasonable efforts to ensure that its third party insurance carriers (including those of the Surviving Corporation and its Subsidiaries) (i) for the calendar year in which the Effective Time occurs cause to be waived waive any eligibility applicable waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under conditions or actively-at-work requirements and shall use commercially reasonably efforts to give such plan to the extent such were waived or satisfied employees credit under the comparable Company Benefit Plan immediately prior to the Effective Time and (ii) cause each Continuing Employee to be given credit under such plan new coverages or benefit plans for all amounts paid by such Continuing Employee under any similar Company Benefit Plan for the plan year that includes the Effective Time for purposes of applying deductibles, co-payments insurance and out-of-pocket maximums as though such amounts had payments that have been paid in accordance with during the terms and conditions of the applicable Parent Plan for the plan year in which the Effective Time such coverage or plan modification occurs. (d) As soon as reasonably practicable following the date of this Agreement and in any event prior to . This Section 6.05 shall survive the Closing, and shall be binding on all successors and assigns of the Purchaser, the Company and its Subsidiaries. Through December 31, 2016, Purchaser shall take all actions required so that each employee of the Company and its Subsidiaries (determined as of the Closing Date) who continues in employment with the Company and its Subsidiaries during such period (i) will seek stockholder approval receives base compensation and bonus opportunities (excluding any equity or equity-related opportunities) that satisfies are no less favorable than that provided by the requirements of Section 280G(b)(5)(B) of the Code of certain payments and benefits in the nature of compensation that would, but for the approval described in this Section 6.11(d), be treated as “parachute payments” under Section 280G of the Code (either alone Company or in conjunction with any other event), including, its Subsidiaries to the extent applicable, any such payments or benefits or accelerated vesting with respect to Company Benefit Plans and any other arrangements and payments or benefits pursuant to arrangements entered into by Parent or the Surviving Corporation and any “disqualified individual” employee immediately prior to the Closing Date, (collectively, the “Compensatory Arrangements”ii) such receives benefits that, in the aggregate, are substantially comparable or greater in the aggregate to those benefits provided by the Company or its Subsidiaries under the Benefit Plans (other than equity or equity-related arrangements) to such employee immediately prior to the Closing Date or are substantially comparable in the aggregate to those benefits provided by Purchaser or its Affiliates to their similarly situated employees and (iii) to the extent that any such amounts are approved by employee is terminated for other than "cause" following the stockholders of Closing and prior to December 31, 2016, receives severance pay that is no less than the Company as contemplated by this Section 6.11(d), no “disqualified individual” within severance pay that would have been payable to such employee under the meaning of Section 280G of severance policy in effect immediately prior to the Code would be subject to an excise tax under Section 4999 of the Code and payment of such amounts would not result in a loss of deduction under Section 280G of the Code; and (ii) make disclosure of the Compensatory Arrangements that satisfies the requirements of Section 280G of the Code to all stockholders of the Company entitled to vote under Section 280G of the CodeClosing Date. (eb) The parties hereto acknowledge and agree that all provisions Nothing contained in this Section 6.11 with respect to employees of the Acquired Companies are included for the sole benefit of the respective parties hereto and 6.05 shall not create any right (i) in any other Personobligate Purchaser, including any employeesParent, former employees, any participant or any beneficiary thereof in any Company Benefit Plan or Parent Plan or (ii) to continued employment with the Company, or any of its Subsidiaries, Parent or the Surviving Corporation. After the Effective Time, nothing contained in this Section 6.11 is intended to be or shall be considered to be an amendment of any plan, program, agreement, arrangement or policy of the Company's Subsidiaries to continue the employment of any employee of, any of its Subsidiaries, Parent or the Surviving Corporation nor shall it interfere with Parent’sservice relationship of any other service provider to, the Surviving Corporation’s Company or any of its Subsidiaries’ right Subsidiaries for any period of time after the Closing, and this Section 6.05 shall not be construed to amendlimit the ability of Purchaser, modify Parent, the Company, or terminate any Company Benefit Plan or of the Company's Subsidiaries to terminate the employment of any employee of, or the service relationship of any other service provider to, the Company or any of its Subsidiaries following the Closing in accordance with applicable Law and any pre-existing contractual relationship. Further, this Section 6.05 shall be binding upon and inure solely to the benefit of the Acquired Companies for parties to this Agreement, and nothing in this Section 6.05, express or implied, shall confer upon any reason. (f) The Surviving Corporation shall promptly pay to the recipients thereof the Employee Potential Payments – Contingent other Person any rights or remedies of any nature whatsoever under or by reason of this Section 6.05 or be construed as they become due (and in an amendment, waiver, termination, or creation of any event within five (5) Business Days thereafter) other than any payment due to the Sole MIA Participant. Promptly (and in any event within five (5) Business Days) after such time that any Employee Potential Payment – Contingent becomes no longer payable to the intended recipient (whether because it is forfeitedbenefit or compensation plan, unearnedprogram, waived agreement, Contract, policy, or otherwise not paid)arrangement of Purchaser, Parent, the Surviving Corporation shall pay such Employee Potential Payment – Contingent to Company, or any of the Stockholders’ Representative for further distribution to the Payment PartiesCompany's Subsidiaries.

Employment and Benefit Arrangements. (a) Parent agrees to cause From and after the Surviving Corporation and its Subsidiaries toClosing Date, for a period of one year following not less than (1) year, Purchaser shall cause the Companies to provide the Employees (other than former or retired Employees), pension and welfare benefits (but not cash incentive or equity-based compensation) that are in the aggregate, either, (i) not less favorable than those provided to them by the Companies immediately before the Closing Date or, (ii) not less favorable than the “Benefits Continuation Period”)pension and welfare benefits (but not cash incentive or equity-based compensation) provided to similarly situated employees of Purchaser, provide compensation and benefits to Continuing Employees substantially similar in Purchaser's sole discretion; provided that nothing herein shall prevent the aggregate to the Continuing Employees as the compensation and benefits provided by the amendment or termination of any Company immediately prior to the Closing in the aggregate. Employees of the Acquired Companies immediately prior to the Closing who continue their employment Benefit Plan or interfere with the Surviving Corporation Companies' right or its Subsidiaries following the Closing Date obligation to make such changes as are hereinafter referred necessary to as the “Continuing Employeesconform with applicable law.” (b) For purposes of eligibility, vesting and the determination of the level of benefits under the benefit and compensation plans, programs, agreements programs and arrangements of ParentPurchaser relating to pension and welfare benefits (but not cash incentive or equity-based compensation) (each, the Surviving Corporation or any of their respective Subsidiaries in which Continuing Employees are eligible to participate following the Closing (the “Parent Plans”) a "Purchaser Benefit Plan"), each Employee (other than level of benefits under a defined benefit pension plan former or post-retirement health and welfare plan), Parent or the Surviving Corporation retired Employees) shall credit each Continuing Employee be credited with his or her all years of service with the Acquired Companies and any predecessor entities, to the same extent as for which such Continuing Employee was entitled immediately prior to credited before the Closing to credit for such service Date under any similar comparable Company Benefit PlanPlans for purposes of eligibility and vesting and benefit levels where benefit levels depend on length of service (but not for the purpose of benefit accrual or any early retirement subsidies or severance). In addition, except where such crediting would result in duplication of benefits. (c) With respect to each Parent Plan that is a health or welfare benefit plan covering a Continuing Employee, Parent shall use its commercially reasonable efforts to ensure that its third party insurance carriers (including those and without limiting the generality of the Surviving Corporation and its Subsidiaries) (i) for the calendar year in which the Effective Time occurs cause to be waived foregoing, Purchaser shall waive any eligibility applicable waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under conditions or actively-at-work requirements and shall give such plan to the extent such were waived or satisfied employees credit under the comparable Company Benefit Plan immediately prior to the Effective Time and (ii) cause each Continuing Employee to be given credit under such plan new coverages or benefit plans for all amounts paid by such Continuing Employee under any similar Company Benefit Plan for the plan year that includes the Effective Time for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had payments that have been paid in accordance with during the terms and conditions of the applicable Parent Plan for the plan year in which the Effective Time transaction occurs. (dc) As soon as reasonably practicable following the date of this Agreement and in any event prior to the Closing, the Company (i) will seek stockholder approval that satisfies the requirements of Section 280G(b)(5)(B) of the Code of certain payments and benefits in the nature of compensation that would, but for the approval described in this Section 6.11(d), be treated as “parachute payments” under Section 280G of the Code (either alone or in conjunction with any other event), including, to the extent applicable, any such payments or benefits or accelerated vesting with respect to Company Benefit Plans and any other arrangements and payments or benefits pursuant to arrangements entered into by Parent or the Surviving Corporation and any “disqualified individual” prior to the Closing (collectively, the “Compensatory Arrangements”) such that, to the extent such amounts are approved by the stockholders of the Company as contemplated by this Section 6.11(d), no “disqualified individual” within the meaning of Section 280G of the Code would be subject to an excise tax under Section 4999 of the Code and payment of such amounts would not result in a loss of deduction under Section 280G of the Code; and (ii) make disclosure of the Compensatory Arrangements that satisfies the requirements of Section 280G of the Code to all stockholders of the Company entitled to vote under Section 280G of the Code. (e) The parties hereto acknowledge and agree that all provisions Nothing contained in this Section 6.11 with respect to employees Agreement shall restrict the ability of the Acquired Companies are included for the sole benefit of the respective parties hereto Purchaser and shall not create any right (i) in any other Person, including any employees, former employees, any participant or any beneficiary thereof in any Company Benefit Plan or Parent Plan or (ii) to continued employment with the Company, any of its Subsidiaries, Parent or the Surviving Corporation. After the Effective Time, nothing contained in this Section 6.11 is intended to be or shall be considered to be an amendment of any plan, program, agreement, arrangement or policy of the Company, any of its Subsidiaries, Parent or the Surviving Corporation nor shall it interfere with Parent’s, the Surviving Corporation’s or any of its Subsidiaries’ right to amend, modify or terminate any Company Benefit Plan or affiliates to terminate the employment of any employee Employee for any reason at any time after the effective date of his or her employment with Purchaser and its Affiliates. (d) Purchaser acknowledges and agrees that immediately following the Closing, all of the Acquired Employees (other than former or retired Employees) will be employees of the applicable Company at which he or she was employed immediately prior to the Closing. Except as otherwise provided in this Agreement, Purchaser shall be responsible for (and Seller shall not be responsible for) all obligations and liabilities to Employees (other than former or retired Employees not listed on Schedule 5.3(d)) that are payable after the Closing Date, including without limitation obligations for (i) compensation, salary, commissions, and accrued vacation, and (ii) performance incentives, severance, retention payments, benefits, and other obligations under or arising from the written agreements and items set forth on Schedule 5.3(d); provided, however that, Seller shall be responsible for, and shall indemnify Purchaser against, obligations and liabilities for (i) any special payments to be made to Employees whose employment with any of the Companies is terminated within six (6) months after the Closing Date and which payments are made pursuant to written agreements not set forth on Schedule 5.3(d) and that were entered into on or prior to the Closing Date and (ii) performance incentives and retention payments, which payments are made pursuant to written agreements not set forth on Schedule 5.3(d) and that were entered into on or prior to the Closing Date. (e) Seller shall be responsible for (and Buyer shall not be responsible for) all obligations and liabilities to Employees payable in the ordinary course of the business of the Companies, and consistent with past practices, including without limitation the payroll cycle of the Companies, prior to the Closing Date except that Purchaser shall reimburse Seller for salary payments (less any reasonemployee health plan premiums) due and paid to Employees (other than former or retired Employees) on the next payroll date of November 4, 2005; provided that, the Closing Date occurs on or prior to such date. (f) The Surviving Corporation Purchaser acknowledges that each Company Benefit Plan for Employees based in the United States is sponsored by Seller and that the Companies shall promptly cease to be participating employers (i) on the Closing Date, with respect to such Company Benefit Plans that are not Welfare Benefit Plans providing medical or dental benefits (the "Health Plans") and (ii) following the end of the Benefit Transition Period (as defined in Section 5.3(h)), with respect to the Health Plans. Seller shall be responsible for all payments to, or required under, such Company Benefit Plans and for any of the obligations and payments under the Shared Health Plan (as defined in Schedule 3.15(e)) for any Employees who terminated employment on or prior to the Closing Date. Neither Purchaser nor any of the Companies shall have any obligation to continue any Company Benefit Plan including, but not limited to, the Shared Health Plan. (g) For purposes of the Seller's Key Employee Incentive Stock Option Plan, dated June 11, 1998, as amended October 12, 2000 and November 16, 2001 (the "Option Plan"), Seller shall, within ten (10) business days after the Closing Date, pay to the recipients thereof the any Employee Potential Payments – Contingent as they become due (and in any event within five (5) Business Days thereafter) other than retired or former Employees) holding any payment due outstanding rights (the "Options") under the Option Plan that are vested and exercisable on the Closing Date an amount equal to (i) the number of such vested and exercisable shares (the "Vested Shares") underlying such Options, multiplied by (ii) the difference of (A) the price of Seller's Common Stock at the close of trading of NASDAQ on October 31, 2005 (the "Closing Market Price"), less (b) the exercise price to purchase the Vested Shares (the "Option Exercise Price"); provided, however that to the Sole MIA Participantextent that the Closing Market Price is less than the Option Exercise Price, then no such payment shall be due for such Vested Shares. (h) Notwithstanding the provisions of Section 5.3(d): (i) For the period commencing on the Closing Date and ending on December 31, 2005 (the "Benefit Transition Period"), Seller shall provide that all Employees who are employed by any of the Companies as of the Closing Date shall continue to be covered by the Health Plans in which such Employees participated immediately prior to the Closing Date, in each case, according to the terms of such plans as if the transactions contemplated in this Agreement had not occurred. Promptly New Employees hired during the Benefits Transition Period will not be entitled to enroll in the Health Plans. (and in any event within five i) During the Benefit Transition Period, Seller shall provide group health plan continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, (5"COBRA") Business Days) after such time that with respect to any Employee Potential Payment – Contingent becomes no longer payable or qualified beneficiary who experiences a qualifying event during the Benefit Transition Period. After the Benefit Transition Period, Purchaser shall provide, and have all liabilities and obligations related to, group health plan continuation coverage pursuant to COBRA with respect to any Employee or qualified beneficiary who experiences an initial qualifying event after the Closing Date. Seller shall be responsible for all liabilities and obligations related to group health plan continuation coverage pursuant to COBRA with respect to any Employee or qualified beneficiary who experiences a qualifying event on or prior to the intended recipient Closing Date. (whether because it is forfeitedii) Within fifteen (15) days following each of November 30, unearned2005 and December 31, waived or otherwise not paid)2005, Seller shall prepare and deliver to Purchaser a report reflecting the Surviving Corporation shall pay such Employee Potential Payment – Contingent amount of all premiums paid by Seller related to the Stockholders’ Representative Health Plans coverage of Employees (or their covered beneficiaries) during each of November and December, respectively. Not later than the fifth business day following receipt of such report, Purchaser shall reimburse Seller for further distribution to the Payment Partiesamount of such premiums.

Employment and Benefit Arrangements. (a) Parent agrees The Purchaser shall use its reasonable best efforts to cause take all actions required so that eligible employees of the Surviving Corporation Company and its Subsidiaries to, for a period of one year following the Closing Date (the “Benefits Continuation Period”), provide compensation and benefits shall receive service credit with respect to Continuing Employees substantially similar in the aggregate to the Continuing Employees as the compensation and benefits provided by service with the Company immediately and its Subsidiaries (or their predecessors) prior to the Closing in the aggregate. Employees of the Acquired Companies immediately prior to the Closing who continue their employment with the Surviving Corporation or its Subsidiaries following the Closing Date are hereinafter referred to as the “Continuing Employees.” (b) For for purposes of eligibility, vesting vesting, and, for purposes of vacation and severance benefits only, benefit accrual under any employee benefit plans and arrangements (excluding any defined benefit pension, equity or equity-related, nonqualified deferred compensation, and post-termination or retiree welfare benefit plans and arrangements, subject to applicable Laws and the determination terms of the level of benefits under the benefit and compensation plansany collective bargaining agreement, programs, agreements and arrangements of Parent, the Surviving Corporation individual employment agreement or any of their respective Subsidiaries individual pension agreement) in which Continuing Employees are each such employee is eligible to participate immediately following the Closing (the “Parent Plans”) (other than level of benefits under a defined benefit pension plan or post-retirement health and welfare plan)Date; provided, Parent or the Surviving Corporation shall credit each Continuing Employee with his or her years of that such service with the Acquired Companies and any predecessor entities, will only be credited to the same extent as such Continuing Employee it was entitled immediately prior to the Closing to credit for such service credited under any similar an analogous Company Benefit Plan, and that no retroactive contributions will be required; provided further, except where to the extent such crediting credit would result in the duplication of benefits. (c) With respect to each Parent Plan that is a health or welfare benefit . To the extent that, during the plan covering a Continuing Employee, Parent shall use its commercially reasonable efforts to ensure that its third party insurance carriers (including those of the Surviving Corporation and its Subsidiaries) (i) for the calendar year in which the Effective Time occurs Closing Date occurs, the Purchaser modifies any group health coverage under which the employees of the Company and its Subsidiaries participate, the Purchaser shall, or shall cause to be waived one of its Affiliates to, use its reasonable best efforts: (i) waive any eligibility applicable waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under such plan to the extent such were waived conditions or satisfied under the comparable Company Benefit Plan immediately prior to the Effective Time actively-at-work requirements and (ii) cause each Continuing Employee to be given give such employees credit under such plan the new coverages or benefit plans for all amounts paid by such Continuing Employee under any similar Company Benefit Plan for the plan year that includes the Effective Time for purposes of applying deductibles, co-payments insurance and out-of-pocket maximums as though such amounts had payments that have been paid in accordance with during the terms and conditions of the applicable Parent Plan for the plan year in which such coverage or plan modification occurs. This Section 7.08 shall survive the Effective Time occurs. Closing, and shall be binding on all successors and assigns of the Purchaser, the Company and its Subsidiaries. Through December 31, 2018 (d) As soon as reasonably practicable following or, if earlier, the date of this Agreement and in any event prior to the Closinga relevant employee’s termination), the Company (i) will seek stockholder approval Purchaser shall take all actions required so that satisfies the requirements of Section 280G(b)(5)(B) each employee of the Code Company and its Subsidiaries (determined as of certain payments the Closing Date) who continues in employment with the Company and benefits in its Subsidiaries immediately following the nature of Closing Date receives (x) base compensation that wouldor wages, but for the approval described in this Section 6.11(dand cash bonus opportunities (excluding any equity or equity-related bonus opportunities), be treated as “parachute payments” under Section 280G of that are no less favorable than those provided by the Code (either alone Company or in conjunction with any other event), including, its Subsidiaries to the extent applicable, any such payments or benefits or accelerated vesting with respect to Company Benefit Plans and any other arrangements and payments or benefits pursuant to arrangements entered into by Parent or the Surviving Corporation and any “disqualified individual” employee immediately prior to the Closing Date and (collectivelyy) benefits (excluding any defined benefit pension, equity or equity-related, nonqualified deferred compensation, and post-termination or retiree welfare benefit plans and arrangements, subject to applicable Laws and the terms of any collective bargaining agreement, individual employment agreement or individual pension agreement) that are substantially comparable in the aggregate to those provided by the Company or its Subsidiaries to such employee immediately prior to the Closing Date; provided, that, for the avoidance of doubt, the “Compensatory Arrangements”Purchaser may at any time after the Closing, subject to the immediately following sentence, terminate any severance benefits provided by the Company or its Subsidiaries to such employee immediately prior to the Closing Date (except for the severance benefits to be provided pursuant to the arrangements set forth on Schedule 7.08(a), which shall not be terminated by the Purchaser or its Affiliates without the consent of the applicable individual at any time); provided further, that any such terminated severance plans (other than those arrangements set forth on Schedule 7.08(a)) such thatshall be replaced by severance benefits that are substantially comparable in the aggregate to those severance benefits provided by the Purchaser or its Subsidiaries to their similarly situated employees. Through December 31, 2019 (or, if earlier, the date of a relevant employee’s termination), the Purchaser shall take all actions required so that each employee of the Company and its Subsidiaries (determined as of the Closing Date) who continues in employment with the Company and its Subsidiaries immediately following December 31, 2018 receives (x) base compensation or wages, and cash bonus opportunities (excluding any equity or equity-related bonus opportunities), that are substantially comparable to the compensation or wages and cash bonus opportunities provided by the Purchaser or its Subsidiaries to their similarly situated employees, (y) benefits (excluding any defined benefit pension, equity or equity-related, nonqualified deferred compensation, and post-termination or retiree welfare benefit plans and arrangements, subject to applicable Laws and the terms of any collective bargaining agreement, individual employment agreement or individual pension agreement) that are substantially comparable in the aggregate to those benefits provided by the Purchaser or its Affiliates to their similarly situated employees, and (z) severance benefits that are substantially comparable in the aggregate to those severance benefits provided by the Purchaser or its Subsidiaries to their similarly situated employees (except for the severance benefits to be provided pursuant to the arrangements set forth on Schedule 7.08(a), which shall not be terminated by the Purchaser or its Affiliates without the consent of the applicable individual at any time). Notwithstanding anything to the contrary in this Section 7.08, with respect to any employees based outside of the United States, the Purchaser agrees to honor all pension benefits due to non-US employees pursuant to the terms of individual employment agreements and individual pension agreements through December 31, 2019 and the Purchaser’s obligations under this Section 7.08 shall be modified to the extent necessary to comply with applicable Laws of the jurisdictions in which such amounts employees are approved by based. For the stockholders avoidance of doubt, this Section 7.08 shall apply only with respect to employee benefits to be provided following the Closing Date and shall not have the effect of reducing any benefits (including defined benefits) already accrued as of the Closing Date, and shall not be deemed to reduce any payments or benefits owed pursuant to the terms of any collective bargaining agreement. (b) Notwithstanding the foregoing, the Purchaser shall, and shall cause its Affiliates (including the Company and its Subsidiaries) to, honor and cause to be paid all annual bonus and commission payments of all employees of the Company and its Subsidiaries with respect to the performance period prior to the Closing Date in accordance with their terms as contemplated by this Section 6.11(d), no “disqualified individual” within in effect as of immediately prior to the meaning of Section 280G of the Code would be subject to an excise tax under Section 4999 of the Code and payment of such amounts would not result in a loss of deduction under Section 280G of the Code; and (ii) make disclosure of the Compensatory Arrangements that satisfies the requirements of Section 280G of the Code to all stockholders of the Company entitled to vote under Section 280G of the CodeClosing Date. (ec) The parties hereto acknowledge and agree that all provisions Nothing contained in this Section 6.11 with respect to employees of 7.08 shall obligate the Acquired Companies are included for the sole benefit of the respective parties hereto and shall not create any right (i) in any other PersonPurchaser, including any employees, former employees, any participant or any beneficiary thereof in any Company Benefit Plan or Parent Plan or (ii) to continued employment with the Company, or any of its Subsidiaries, Parent or the Surviving Corporation. After the Effective Time, nothing contained in this Section 6.11 is intended to be or shall be considered to be an amendment of any plan, program, agreement, arrangement or policy of the Company’s Subsidiaries to continue the employment of any employee of, or the service relationship of, or any particular term of employment of, any of its Subsidiaries, Parent or the Surviving Corporation nor shall it interfere with Parent’sother service provider to, the Surviving Corporation’s Company or any of its Subsidiaries’ right Subsidiaries for any period of time after the Closing, and this Section 7.08 shall not be construed to amendlimit the ability of the Purchaser, modify the Company, or terminate any Company Benefit Plan or of the Company’s Subsidiaries to terminate the employment of any employee of, or the service relationship of any other service provider to, the Company or any of its Subsidiaries following the Closing in accordance with applicable Law and any pre-existing contractual relationship. Further, this Section 7.08 shall be binding upon and inure solely to the benefit of the Acquired Companies for parties to this Agreement, and nothing in this Section 7.08, express or implied, shall confer upon any reason. (f) The Surviving Corporation shall promptly pay to other Person any rights or remedies of any nature whatsoever under or by reason of this Section 7.08 or be construed as an amendment, waiver, termination, or creation of any benefit or compensation plan, program, agreement, Contract, policy, or arrangement of the recipients thereof the Employee Potential Payments – Contingent as they become due (and in any event within five (5) Business Days thereafter) other than any payment due to the Sole MIA Participant. Promptly (and in any event within five (5) Business Days) after such time that any Employee Potential Payment – Contingent becomes no longer payable to the intended recipient (whether because it is forfeited, unearned, waived or otherwise not paid)Purchaser, the Surviving Corporation shall pay such Employee Potential Payment – Contingent Company, or any of the Company’s Subsidiaries, or to limit the Stockholders’ Representative for further distribution ability of the Purchaser to the Payment Partiesestablish, amend, modify or terminate any benefit or compensation plan, program, agreement, contract, policy or arrangement in accordance with applicable Law.

Employment and Benefit Arrangements. (ai) Parent agrees Prior to cause the Surviving Corporation Closing, Buyer shall offer employment to substantially all employees of Sellers and the Subsidiaries. Each employee of Sellers that is offered employment shall be offered such employment on terms and conditions (including employee benefits) that will be communicated by the Buyer at its earliest opportunity. Such individuals employed by Buyer as of the Closing Date shall be referred to herein as “Transferred Employees.” The Buyer will agree to consider for employment, subject to standard Buyer employment checks, employees not actively at work at the date of Closing. (ii) Except as described in the next sentence of this Section 6(g)(ii), the employment of each Transferred Employee with Sellers shall be terminated, and the employment of each such Transferred Employee with Buyer shall commence, immediately upon the Closing. In the case of any employee who is absent from active employment as of the date of the Closing due to an approved leave of absence, the employment of such individual shall remain with Seller post-Closing until the date of his or her return to active work from approved leave of absence, and such employee shall then be eligible for an offer of employment with Buyer, who if offered and accepts such employment, shall become a Transferred Employee as of such date. (iii) Sellers shall pay the Transferred Employees within ten (10) calendar days after the Closing (and sooner if required under its policies or applicable Law) for all wages and salary earned through and including the Closing Date and Sellers shall timely discharge the liability for payroll Taxes related thereto. (iv) Buyer shall assume the Liability for employee bonuses (including retention bonuses for each Transferred Employee as set out on Section 6(g)(iv) of the Disclosure Schedule) earned in 2006 but which are payable in 2007. Sellers shall retain and honor all other bonus or incentive plans and all employment, severance, termination and retirement agreements to which any of Sellers or Subsidiaries tois a party, as such agreements are in effect on the date hereof. Section 6(g)(iv) of the Disclosure Schedule provides: (1) a full listing of Transferred Employees qualified for a period retention bonuses and the amounts of one year following those bonuses; and (2) the formula used in determining employee bonuses for 2006 and an estimate of the total employee bonus amount for 2006. (v) With respect to any Employee Benefit Plan in which any Transferred Employee first becomes eligible to participate on or after the Closing Date (the “Benefits Continuation PeriodBuyer Plans”), provide compensation and benefits Buyer will recognize service of Transferred Employees (or otherwise credited by the Target Business) accrued on or prior to Continuing Employees substantially similar the Closing Date for purposes of eligibility to participate provided, however, that in no event will any credit be given to the extent it would result in the aggregate duplication of benefits for the same period of service. (vi) With respect to the Continuing Transferred Employees as the compensation and benefits provided by the Company who are participants in Remy’s 401(k) Savings Plan (“Sellers’ 401(k) Plan”) immediately prior to the Closing in the aggregate. Employees of the Acquired Companies immediately prior to the Closing who continue their employment with the Surviving Corporation or its Subsidiaries following the Closing Date are hereinafter referred to as the Closing, (i) Buyer’s tax-qualified Code Section 401(k) plan (“Continuing Employees.” (bBuyer’s 401(k) For purposes of eligibility, vesting and the determination of the level of benefits under the benefit and compensation plans, programs, agreements and arrangements of Parent, the Surviving Corporation or any of their respective Subsidiaries in which Continuing Employees are eligible to participate following the Closing (the “Parent PlansPlan”) shall accept “eligible roll-over distributions” (other than level within the meaning of benefits under a defined benefit pension plan or post-retirement health and welfare planCode Section 402(c)(4)) from Seller’s 401(k) Plan and, Parent or the Surviving Corporation shall credit each Continuing Employee (ii) with his or her years of service with the Acquired Companies and any predecessor entities, to the same extent as such Continuing Employee was entitled immediately prior to the Closing to credit for such service under any similar Company Benefit Plan, except where such crediting would result in duplication of benefits. (c) With respect to each Parent Plan that is a health or welfare benefit plan covering a Continuing Employee, Parent shall use its commercially reasonable efforts to ensure that its third party insurance carriers (including those of the Surviving Corporation and its Subsidiaries) (i) for the calendar year in which the Effective Time occurs cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any preTransferred Employee who elects an eligible roll-existing condition limitations under such plan over distribution to the extent such were waived or satisfied Buyer’s 401(k) plan and who has an outstanding plan loan under the comparable Company Benefit Plan immediately prior to the Effective Time and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Benefit Plan for the plan year that includes the Effective Time 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 applicable Parent Seller’s 401(k) Plan, Buyer’s 401(k) Plan shall accept a direct roll-over of the related participant note for a plan loan from the plan year in which Buyer’s 401(k) Plan consistent with the Effective Time occursprovisions of Treasury Regulation Section 1.401(a)(31)-1 (Q&A-16). (dvii) As soon Buyer shall assume as reasonably practicable following the date of this Agreement an Assumed Liability and in any event prior to the Closingbe responsible for, the Company (i) will seek stockholder approval that satisfies the requirements of Section 280G(b)(5)(B) and shall give full credit for, all 2007 vacation benefits of the Code of certain payments and benefits in the nature of compensation that would, Transferred Employees accrued but for the approval described in this Section 6.11(d), be treated not taken as “parachute payments” under Section 280G of the Code (either alone Closing Date. Sellers shall have no responsibility or in conjunction with liability for any other event)2007 vacation benefits of the Transferred Employees on or after the Closing Date, including, to the extent applicable, any such payments or including 2007 vacation benefits or accelerated vesting with respect to Company Benefit Plans and any other arrangements and payments or benefits pursuant to arrangements entered into by Parent or the Surviving Corporation and any “disqualified individual” accrued prior to the Closing (collectively, the “Compensatory Arrangements”) such that, to the extent such amounts are approved by the stockholders of the Company as contemplated by this Section 6.11(d), no “disqualified individual” within the meaning of Section 280G of the Code would be subject to an excise tax under Section 4999 of the Code and payment of such amounts would not result in a loss of deduction under Section 280G of the Code; and (ii) make disclosure of the Compensatory Arrangements that satisfies the requirements of Section 280G of the Code to all stockholders of the Company entitled to vote under Section 280G of the CodeDate. (eviii) The parties hereto acknowledge Pursuant to Treasury Regulation Section 54.4980B-9 Q&A-7, after the Closing Date, Buyer shall assume responsibility for providing and agree that administering all provisions contained in this Section 6.11 required notices and benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to all Transferred Employees who incur a COBRA qualifying event and are thus entitled by Law to such notices and/or benefits with respect to employees of periods after the Acquired Companies are included for the sole benefit of the respective parties hereto and shall not create any right (i) in any other Person, including any employees, former employees, any participant or any beneficiary thereof in any Company Benefit Plan or Parent Plan or (ii) to continued employment with the Company, any of its Subsidiaries, Parent or the Surviving Corporation. After the Effective Time, nothing contained in this Section 6.11 is intended to be or shall be considered to be an amendment of any plan, program, agreement, arrangement or policy of the Company, any of its Subsidiaries, Parent or the Surviving Corporation nor shall it interfere with Parent’s, the Surviving Corporation’s or any of its Subsidiaries’ right to amend, modify or terminate any Company Benefit Plan or to terminate the employment of any employee of the Acquired Companies for any reasonClosing Date. (fix) The Surviving Corporation During the period expiring sixty (60) days after the Closing Date, Buyer shall promptly pay not cause an employment loss, as defined in the WARN Act, in sufficient numbers such that the notice requirement of the WARN Act is applicable to the recipients thereof the Employee Potential Payments – Contingent as they become due (and in any event within five (5) Business Days thereafter) other than any payment due to the Sole MIA Participant. Promptly (and in any event within five (5) Business Days) after such time that any Employee Potential Payment – Contingent becomes no longer payable to the intended recipient (whether because it is forfeited, unearned, waived or otherwise not paid), the Surviving Corporation shall pay such Employee Potential Payment – Contingent to the Stockholders’ Representative for further distribution to the Payment PartiesSellers.

Employment and Benefit Arrangements. (a) Parent Buyer agrees to cause the Surviving Corporation and its Subsidiaries tothat, for a period of one year following the Closing (or, if earlier, until the date of termination of the relevant employee), the individuals who are employed by the Company as of the Closing Date (the “Benefits Continuation PeriodCompany Employees”), provide ) shall be eligible to receive compensation and employee benefits to Continuing Employees (other than equity or equity-based compensation) that are substantially similar comparable in the aggregate to the Continuing Employees as the that compensation and those benefits (other than any equity or equity-based compensation) provided by to the Company Employees immediately prior to the Closing in the aggregatedate hereof. Employees of the Acquired Companies immediately prior to the Closing who continue their employment with the Surviving Corporation or its Subsidiaries following the Closing Date are hereinafter referred to as the “Continuing Employees.” (b) For purposes of eligibility, vesting and the determination of the level of benefits under the benefit and compensation plans, programs, agreements and arrangements of Parent, the Surviving Corporation or any of their respective Subsidiaries in which Continuing Employees are eligible to participate following the Closing (the “Parent Plans”) (other than level of benefits under a defined benefit pension plan or post-retirement health and welfare plan), Parent or the Surviving Corporation shall credit each Continuing Employee with his or her years of service with the Acquired Companies and any predecessor entities, to the same extent as such Continuing Employee was entitled immediately prior to the Closing to credit for such service under any similar Company Benefit Plan, except where such crediting would result in duplication of benefits. (c) With respect to each Parent Plan that is a health or welfare benefit plan covering a Continuing Employee, Parent Buyer shall use its commercially reasonable efforts to ensure that its third party insurance carriers any employee benefit plans or programs it maintains or adopts with respect to the Company Employees treat employment with the Company prior to the Closing Date the same as employment with Buyer, the Company from and after the Closing Date for purposes of eligibility and vesting (including those the satisfaction of any waiting periods under any welfare benefit plans maintained by Buyer (the Surviving Corporation “Buyer Welfare Plans”)) and, for purposes of any vacation plan or policy it adopts with respect to the Company Employees, benefit accrual, in each case to the same extent that such employment with the Company prior to the Closing Date was recognized for such purpose under the corresponding Employee Plan, provided however, that service and its Subsidiaries) (i) employment with the Company prior to the Closing Date will not be recognized for retiree medical and defined benefit pension plan benefits. In the calendar plan year in which the Effective Time occurs cause to be waived any eligibility waiting periodsClosing occurs, any evidence of insurability requirements and the application of any no pre-existing condition limitations limitations, exclusions or waiting periods applicable with respect to medical benefits under such plan the Buyer Welfare Plans will apply to Company Employees to the extent that such were waived limitations, exclusions or satisfied waiting periods did not apply to such Company Employee under the comparable Company Benefit corresponding Employee Plan immediately prior providing medical benefits as of the Closing Date to the Effective Time and (ii) cause each Continuing extent that Company provides Buyer sufficient information regarding such status. The Buyer Welfare Plans that are medical benefit plans in which a Company Employee participates after the Closing Date will use commercially reasonable efforts to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Benefit Plan for the plan year that includes the Effective Time recognize, for purposes of applying deductiblessatisfying any deductible, co-payments pays and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the applicable Parent Plan for during the plan year in which the Effective Time Closing Date occurs. (d) As soon as reasonably practicable following the date of this Agreement and in any event prior to the Closing, the Company (i) will seek stockholder approval that satisfies the requirements of Section 280G(b)(5)(B) of the Code of certain payments and benefits in the nature of compensation that would, but for the approval described in this Section 6.11(d), be treated as “parachute payments” under Section 280G of the Code (either alone or in conjunction with any other event), including, to the extent applicable, any payment made by such payments or benefits or accelerated vesting with respect to Company Benefit Plans and any other arrangements and payments or benefits pursuant to arrangements entered into by Parent or the Surviving Corporation and any “disqualified individual” Employee in such plan year prior to the Closing (collectivelyDate toward deductibles, the “Compensatory Arrangements”) such that, co-pays and out-of-pocket maximums in any corresponding Employee Plan to the extent that Company provides Buyer sufficient information regarding such amounts are approved by amounts. (b) Buyer shall be solely responsible for issuing, serving and delivering all orders and notices required, if any, pursuant to the stockholders WARN Act or its state law equivalent, in connection with the termination of any employees of the Company as contemplated by this Section 6.11(d)after the Closing Date. Further, no “disqualified individual” within the meaning of Section 280G of the Code would be subject to an excise tax under Section 4999 of the Code and payment of such amounts would not result in a loss of deduction under Section 280G of the Code; and Buyer shall either (iii) make disclosure of the Compensatory Arrangements that satisfies the requirements of Section 280G of the Code to all stockholders of retain the Company entitled Employees to vote under Section 280G of the Code. (e) The parties hereto acknowledge and agree extent necessary to avoid any requirement that all provisions contained in this Section 6.11 the Company deliver notifications with respect to employees of the Acquired Companies are included for the sole benefit of the respective parties hereto and shall not create any right (i) in any other Person, including any employees, former employees, any participant Company Employees or any beneficiary thereof in any individual employed by the Company Benefit Plan within the 90 day period prior to the Closing Date pursuant to the WARN Act or Parent Plan its state law equivalent, if any; or (ii) to continued employment the extent necessary provide any notices to the Company Employees required under the WARN Act in accordance with the Company, any of its Subsidiaries, Parent or the Surviving Corporation. After the Effective Time, nothing contained WARN Act. (c) Nothing in this Section 6.11 is intended 7.8, whether express or implied, shall: (i) confer upon any Company Employee or other Person any rights or remedies, including any right to employment or continued employment for any period or any terms or conditions of employment, or any third-party beneficiary rights hereunder; (ii) be interpreted to prevent or shall be considered to be an amendment restrict Buyer or its Affiliates (including, following the Closing Date, the Company) from modifying or terminating the employment or terms of employment of any Company Employee, including the amendment or termination of any benefit or compensation plan, program, agreementpolicy, arrangement Contract, agreement or policy arrangement, after the Closing; or (iii) be treated as an establishment or an amendment or other modification of the Company, any of its Subsidiaries, Parent or the Surviving Corporation nor shall it interfere with Parent’s, the Surviving Corporation’s or any of its Subsidiaries’ right to amend, modify or terminate any Company Benefit Employee Plan or to terminate the employment of any employee of the Acquired Companies for any reasonother compensation or benefit plan, program, policy, Contract, agreement or arrangement. (f) The Surviving Corporation shall promptly pay to the recipients thereof the Employee Potential Payments – Contingent as they become due (and in any event within five (5) Business Days thereafter) other than any payment due to the Sole MIA Participant. Promptly (and in any event within five (5) Business Days) after such time that any Employee Potential Payment – Contingent becomes no longer payable to the intended recipient (whether because it is forfeited, unearned, waived or otherwise not paid), the Surviving Corporation shall pay such Employee Potential Payment – Contingent to the Stockholders’ Representative for further distribution to the Payment Parties.

Employment and Benefit Arrangements. (a) Parent agrees to For a period of twelve (12) months after the Closing Date, the Purchaser shall cause the Surviving Corporation Company and its Subsidiaries toto honor all employment, for severance, termination, retirement and other compensation and benefit plans, arrangements and agreements to which the Company and/or its Subsidiaries is a period party with respect to employees of one year the Company and its Subsidiaries who remain employed following the Closing Date (the “Benefits Continuation PeriodContinuing Employees”), provide compensation as such plans, arrangements and benefits agreements are in effect on the Closing Date and listed on Schedule 3.12(a) (it being understood that this Section 7.3 shall not be deemed to prohibit or limit in any way the Purchaser, the Company or any of its Subsidiaries from amending, modifying, replacing or terminating such plans, arrangements and agreements in accordance with their terms or applicable Law). The Purchaser shall take all actions required so that Continuing Employees substantially similar shall receive service credit for any service with the Company and its Subsidiaries or their predecessors earned prior to the Closing Date for all purposes (other than for purposes of benefit accruals under any defined benefit pension plans) under any employee benefit plans and arrangements of the Purchaser and its Affiliates (the “Purchaser Plans”) in which they participate following the Closing Date; provided, however, that nothing herein shall result in the aggregate duplication of any benefits for the same period of service. To the extent that the Purchaser modifies any coverage or benefit plans under which the employees of the Company and its Subsidiaries participate, the Purchaser shall use commercially reasonable efforts to, or cause the applicable insurer to, (i) waive or cause to be waived any applicable waiting periods, pre-existing conditions or actively-at-work requirements with respect to coverage of the Continuing Employees under any health or welfare Purchaser Plan to the same extent as such limitations were waived under the compensation and benefits provided by corresponding plans of the Company or its Subsidiaries in which the Continuing Employee participated immediately prior to the Closing, and (ii) give such employees credit under the new coverages or benefit plans for deductibles, co-insurance and out-of-pocket payments that have been paid during the portion of the plan year in which the Closing occurs. This Section 7.3 shall survive the Closing and shall be binding on all successors and assigns of the Purchaser, the Company and its Subsidiaries. During the twelve month period immediately following the Closing (or, if shorter, the applicable Continuing Employee’s period of employment), the Purchaser shall take all actions required so that the Continuing Employees (i) receive a base salary or hourly wage rate, as applicable, and a target annual cash bonus opportunity (excluding any change in control, transaction, retention and equity or equity-based compensation opportunity) that is no less favorable than that provided immediately prior to the Closing Date, (ii) receive broad-based employee health and welfare and retirement benefits that, in the aggregate. , are substantially comparable to those broad-based employee health and welfare and retirement benefits provided to such Continuing Employees of the Acquired Companies immediately prior to the Closing who continue their employment with Date, and (iii) to the Surviving Corporation extent that any such Continuing Employees are terminated for other than “cause” following the Closing, receive severance pay that is no less than the severance pay that would have been payable under the severance policy or its Subsidiaries following other applicable plan or agreement in effect immediately prior to the Closing Date are hereinafter referred and listed on Schedule 3.12(a) had such Continuing Employee terminated employment immediately prior to as the “Continuing EmployeesClosing Date.” (b) For purposes a period of eligibilityninety (90) days after the Closing Date, vesting and the determination Purchaser shall not cause or permit the Company or any of its Subsidiaries to terminate employees of the level Company or any of benefits its Subsidiaries in such numbers that would cause the Seller to incur any liability under the Worker Adjustment and Retraining Notification Act of 1988. The Purchaser shall be solely responsible for any obligations arising under Section 4980B of the Code with respect to all “M&A qualified beneficiaries” as defined in Treasury Regulation Section 54.4980B-9. Nothing in this Section 7.3 shall give any Person other than the parties to this Agreement, including any employees of the Company or any of its Subsidiaries, any right to enforce the provisions of this Section 7.3 as a third-party beneficiary. (c) The provisions of this Section 7.3 are solely for the benefit of the parties to this Agreement, and compensation plansno current or former employee (including any Continuing Employee) or other individual service provider of the Company or any of its Subsidiaries or any other individual associated therewith shall be regarded for any purposes as a third-party beneficiary of this Agreement, programsand nothing herein shall be construed as (i) an amendment to, agreements and arrangements establishment of, or waiver of Parentany provision of any Plan or other benefit plan of the Company, the Surviving Corporation Purchaser, or any of their respective Subsidiaries in which Continuing Employees are eligible to participate following the Closing (the “Parent Plans”) (other than level of benefits under a defined benefit pension plan or post-retirement health and welfare plan)Affiliates, Parent or the Surviving Corporation shall credit each Continuing Employee with his or her years of service with the Acquired Companies and any predecessor entities, to the same extent as such Continuing Employee was entitled immediately prior to the Closing to credit for such service under any similar Company Benefit Plan, except where such crediting would result in duplication of benefits. (c) With respect to each Parent Plan that is a health or welfare benefit plan covering a Continuing Employee, Parent shall use its commercially reasonable efforts to ensure that its third party insurance carriers (including those of the Surviving Corporation and its Subsidiaries) (i) for the calendar year in which the Effective Time occurs cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under such plan to the extent such were waived or satisfied under the comparable Company Benefit Plan immediately prior to the Effective Time and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Benefit Plan for limitation in the plan year that includes the Effective Time 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 right of the applicable Parent Plan for the plan year in which the Effective Time occurs. (d) As soon as reasonably practicable following the date of this Agreement and in any event prior to the ClosingCompany, the Company (i) will seek stockholder approval that satisfies the requirements Purchaser, or any of Section 280G(b)(5)(B) of the Code of certain payments and benefits in the nature of compensation that would, but for the approval described in this Section 6.11(d), be treated as “parachute payments” under Section 280G of the Code (either alone their respective Subsidiaries or in conjunction with Affiliates to amend or terminate any Plan or any other event), including, to benefit plan or (iii) the extent applicable, any such payments or benefits or accelerated vesting with respect to Company Benefit Plans and any other arrangements and payments or benefits pursuant to arrangements entered into by Parent or the Surviving Corporation and any “disqualified individual” prior to the Closing (collectively, the “Compensatory Arrangements”) such that, to the extent such amounts are approved by the stockholders creation of the Company as contemplated by this Section 6.11(d), no “disqualified individual” within the meaning of Section 280G of the Code would be subject to an excise tax under Section 4999 of the Code and payment of such amounts would not result in a loss of deduction under Section 280G of the Code; and (ii) make disclosure of the Compensatory Arrangements that satisfies the requirements of Section 280G of the Code to all stockholders of the Company entitled to vote under Section 280G of the Code. (e) The parties hereto acknowledge and agree that all provisions contained in this Section 6.11 with respect to employees of the Acquired Companies are included for the sole benefit of the respective parties hereto and shall not create any right (i) in any other Personto employment or service, including any employeescontinued employment or service, former employees, any participant or any beneficiary thereof in any Company Benefit Plan term or Parent Plan condition of employment or (ii) to continued employment service with the Company, the Purchaser, or any of its Subsidiaries, Parent their respective Subsidiaries or the Surviving CorporationAffiliates. After the Effective Time, nothing contained Nothing in this Section 6.11 is intended to be or 7.3 shall be considered construed to be an amendment of limit any plan, program, agreement, arrangement or policy of rights that the Company, any of its Subsidiariesthe Purchaser, Parent or the Surviving Corporation nor shall it interfere with Parent’s, the Surviving Corporation’s or any of its Subsidiaries’ right their respective Subsidiaries or Affiliates has under any plan or arrangement to amend, modify modify, terminate or terminate adjust any Company Benefit Plan particular plan or arrangement or to terminate the employment of any employee of the Acquired Companies Continuing Employee for any reason or no reason. (f) The Surviving Corporation shall promptly pay to the recipients thereof the Employee Potential Payments – Contingent as they become due (and in any event within five (5) Business Days thereafter) other than any payment due to the Sole MIA Participant. Promptly (and in any event within five (5) Business Days) after such time that any Employee Potential Payment – Contingent becomes no longer payable to the intended recipient (whether because it is forfeited, unearned, waived or otherwise not paid), the Surviving Corporation shall pay such Employee Potential Payment – Contingent to the Stockholders’ Representative for further distribution to the Payment Parties.

Employment and Benefit Arrangements. For at least twelve (a12) Parent agrees to months following the Closing Date, the Purchaser shall cause the Surviving Corporation and Company to, at its option, either (i) maintain in effect on behalf of each Company Employee who is employed by the Purchaser, the Company or any of its Subsidiaries to, for a period of one year following on or after the Closing Date (each, a “Continuing Employee”, but for the avoidance of doubt, not including Company Employees terminated after the Closing) employment, severance, termination, consulting, retirement and other compensation and benefit plans, programs, arrangements, agreements and policies (other than any equity based plans) of the Company or its Subsidiaries in effect as of the date hereof (the “Benefits Continuation PeriodCompany Plans”), ) or (ii) provide Continuing Employees with such compensation and benefit plans, programs, arrangements, agreements and policies (other than equity-based plans) providing benefits to Continuing Employees substantially similar that are no less favorable in the aggregate to those that are provided to similarly situated employees of the Purchaser or its Subsidiaries. The Purchaser shall provide the Continuing Employees as the compensation and benefits provided by the Company immediately prior to the Closing in the aggregate. Employees of the Acquired Companies immediately prior to the Closing who continue their employment with the Surviving Corporation or its Subsidiaries following the Closing Date are hereinafter referred to as the “Continuing Employees.” (b) For service credit for all purposes of eligibility, vesting and the determination of the level of benefits under the benefit and compensation plans, programs, agreements and arrangements of Parent, the Surviving Corporation or any of their respective Subsidiaries in which Continuing Employees are eligible to participate following the Closing (the “Parent Plans”) (other than level for purposes of benefits benefit accrual under a defined benefit pension plan plan) under any compensation or post-retirement health benefit plans, programs, arrangements, agreements and welfare plan)policies sponsored by the Purchaser or any of its Affiliates, Parent or the Surviving Corporation shall credit each Continuing Employee with his or her years of service with the Acquired Companies and any predecessor entities, except to the same extent as such Continuing Employee was entitled immediately prior to the Closing to credit for such service under any similar Company Benefit Plan, except where such crediting would result in duplication of benefits. (c) With respect to each Parent Plan benefits would result. To the extent that is a health or the Purchaser modifies any welfare benefit coverage or plan covering a under which the Continuing EmployeeEmployees participate, Parent the Purchaser shall use its commercially reasonable efforts to ensure that its third party insurance carriers (including those of the Surviving Corporation and its SubsidiariesA) (i) for the calendar year in which the Effective Time occurs cause to be waived waive any eligibility applicable waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under such plan conditions or actively at work requirements, to the extent such were waiting periods, pre-existing conditions and requirements would have been waived or satisfied under the comparable Company Benefit Plan immediately prior to the Effective Time and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Benefit Plan for the plan year that includes the Effective Time 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 applicable Parent Plan for the plan year Plans in which the Effective Time occurs. (d) As soon as reasonably practicable following the date of this Agreement and in any event Continuing Employees were eligible to participate immediately prior to the Closing, and (B) give such employees credit under the new coverages or benefit plans for deductibles, co insurance and out of pocket payments that have been paid during the year in which such welfare benefit coverage or plan modification occurs. The Company (i) will seek stockholder approval that satisfies the requirements of shall be solely responsible for any obligations arising under Section 280G(b)(5)(B) 4980B of the Code of certain payments and benefits in the nature of compensation that would, but for the approval described in this Section 6.11(d), be treated as “parachute payments” under Section 280G of the Code (either alone or in conjunction with any other event), including, to the extent applicable, any such payments or benefits or accelerated vesting with respect to Company Benefit Plans and any all “M&A qualified beneficiaries” (as defined in Treasury Regulation Section 54.4980B-9) who are current or former employees or other arrangements and payments or benefits pursuant to arrangements entered into by Parent or the Surviving Corporation and any “disqualified individual” prior to the Closing (collectively, the “Compensatory Arrangements”) such that, to the extent such amounts are approved by the stockholders eligible service providers of the Company as contemplated by this Section 6.11(d), no “disqualified individual” within the meaning of Section 280G of the Code would be subject to an excise tax under Section 4999 of the Code and payment of such amounts would not result in a loss of deduction under Section 280G of the Code; and (ii) make disclosure of the Compensatory Arrangements that satisfies the requirements of Section 280G of the Code to all stockholders of the Company entitled to vote under Section 280G of the Code. (e) The parties hereto acknowledge and agree that all provisions contained in this Section 6.11 with respect to employees of the Acquired Companies are included for the sole benefit of the respective parties hereto and shall not create any right (i) in any other Person, including any employees, former employees, any participant or any beneficiary thereof in any Company Benefit Plan or Parent Plan or (ii) to continued employment with the Company, any of its Subsidiaries, Parent or the Surviving Corporation. After the Effective Time, nothing contained in this Section 6.11 is intended to be or shall be considered to be an amendment of any plan, program, agreement, arrangement or policy of the Company, any of its Subsidiaries, Parent or the Surviving Corporation nor shall it interfere with Parent’s, the Surviving Corporation’s or any of its Subsidiaries’ right to amend, modify or terminate any Company Benefit Plan or to terminate the employment of any employee of the Acquired Companies for any reason. (f) The Surviving Corporation shall promptly pay to the recipients thereof the Employee Potential Payments – Contingent as they become due (Subsidiaries and in any event within five (5) Business Days thereafter) other than any payment due to the Sole MIA Participant. Promptly (and in any event within five (5) Business Days) after such time that any Employee Potential Payment – Contingent becomes no longer payable to the intended recipient (whether because it is forfeited, unearned, waived or otherwise not paid), the Surviving Corporation shall pay such Employee Potential Payment – Contingent to the Stockholders’ Representative for further distribution to the Payment Parties.their qualifying

Employment and Benefit Arrangements. (a) Parent agrees to cause the Surviving Corporation and its Subsidiaries to, for a period of one year following the Closing Date (the “Benefits Continuation Period”), provide compensation and benefits to Continuing Employees substantially similar in the aggregate to the Continuing Employees as the compensation and benefits provided that individuals who are employed by the Company or any of Subsidiaries immediately prior to the Closing in the aggregate. Employees Date (each such employee, an “Affected Employee”) shall remain employees of the Acquired Companies immediately prior to the Closing who continue their employment with the Surviving Corporation or its such Subsidiaries following the Closing Date are hereinafter referred to as the “Continuing Employees.” (b) For purposes of eligibility, vesting and the determination of the level Effective Time, except to the extent such individuals voluntarily terminate their employment or terminate on account of benefits under death, retirement or disability; provided, however, that nothing contained herein shall confer upon any Affected Employee the benefit and compensation plans, programs, agreements and arrangements of Parent, right to continued employment by the Surviving Corporation or any of their respective its Subsidiaries in for any period of time after the Effective Time which Continuing Employees are eligible to participate following is not otherwise required by Law or Contract. (b) From and after the Closing (the “Parent Plans”) (other than level of benefits under a defined benefit pension plan or post-retirement health and welfare plan)Effective Time, Parent or shall cause the Surviving Corporation shall credit each Continuing Employee with his to honor all employment, collective bargaining, severance, termination and retirement agreements to which the Company or her years of service with the Acquired Companies and any predecessor entitiesa Subsidiary is a party, to the same extent as such Continuing Employee was entitled immediately prior agreements are in effect on the date hereof and shall take no steps to breach or not honor the Closing to credit for terms of such service under any similar Company Benefit Plan, except where such crediting would result in duplication of benefitsagreements. (c) With respect to each Parent Plan that is For a health or welfare benefit plan covering a Continuing Employeeone year period following the Effective Time, Parent shall use its commercially reasonable efforts cause the Surviving Corporation to ensure that its third party insurance carriers (including provide those Affected Employees who are employees of the Surviving Corporation and its Subsidiaries) (i) for the calendar year in which or a Subsidiary at the Effective Time occurs cause with benefits that are, in the aggregate, substantially comparable and no less favorable to be waived any eligibility waiting periods, any evidence such employees as are the benefits of insurability requirements and the application of any pre-existing condition limitations under Company available to such plan to the extent such were waived or satisfied under the comparable Company Benefit Plan employees immediately prior to the Effective Time (collectively the “Continuing Benefits”). Parent shall cause any eligible expenses incurred by any Affected Employee and (ii) cause each Continuing Employee his or her covered dependents to be given credit under such plan for all amounts paid by such taken into account in connection with Continuing Employee under any similar Company Benefit Plan for the plan year that includes the Effective Time Benefits for purposes of applying deductiblessatisfying all applicable deductible, co-payments coinsurance and maximum out-of-of- pocket maximums requirements applicable to such Affected Employee and his or her covered dependents for the applicable plan year as though if such amounts had been paid in accordance with such Continuing Benefits. In addition, Parent shall cause all pre-existing condition exclusions and actively-at-work requirements to be waived for such Affected Employee and his or her covered dependents, to the terms and extent such conditions of the applicable Parent Plan for the plan year in which were inapplicable or waived with respect to Affected Employee participated immediately prior to the Effective Time occursTime. (d) As soon as reasonably practicable following Parent shall take all actions required so that eligible employees of the Company or any Subsidiary shall receive service credit for purposes of Continuing Benefits and under Parent’s vacation, severance programs, pension plans and post-retirement welfare benefit plans, for the duration of their service with the Company and any Subsidiary (including, where applicable, past service credit with other entities recognized by the Company or its Subsidiaries prior to the date of this Agreement and in any event prior to the Closing, the Company (i) will seek stockholder approval that satisfies the requirements of Section 280G(b)(5)(B) of the Code of certain payments and benefits in the nature of compensation that would, but for the approval described in this Section 6.11(dAgreement), be treated as “parachute payments” under Section 280G of the Code (either alone or in conjunction with any other event), including, to the extent applicable, any such payments or benefits or accelerated vesting with respect to Company Benefit Plans and any other arrangements and payments or benefits pursuant to arrangements entered into by Parent or the Surviving Corporation and any “disqualified individual” prior to the Closing (collectively, the “Compensatory Arrangements”) such that, to the extent such amounts are approved by the stockholders of the Company as contemplated by this Section 6.11(d), no “disqualified individual” within the meaning of Section 280G of the Code would be subject to an excise tax under Section 4999 of the Code and payment of such amounts would not result in a loss of deduction under Section 280G of the Code; and (ii) make disclosure of the Compensatory Arrangements that satisfies the requirements of Section 280G of the Code to all stockholders of the Company entitled to vote under Section 280G of the Code. (e) The parties hereto acknowledge and agree that all provisions contained in this Section 6.11 with respect to employees of the Acquired Companies are included for the sole benefit of the respective parties hereto and shall not create any right (i) in any other Person, including any employees, former employees, any participant or any beneficiary thereof in any Company Benefit Plan or Parent Plan or (ii) to continued employment with the Company, any of its Subsidiaries, Parent or the Surviving Corporation. After the Effective Time, nothing contained in this Section 6.11 is intended to be or shall be considered to be an amendment of any plan, program, agreement, arrangement or policy of the Company, any of its Subsidiaries, Parent or the Surviving Corporation nor shall it interfere with Parent’s, the Surviving Corporation’s or any of its Subsidiaries’ right to amend, modify or terminate any Company Benefit Plan or to terminate the employment of any employee of the Acquired Companies for any reason. (f) The Surviving Corporation shall promptly pay to the recipients thereof the Employee Potential Payments – Contingent as they become due (and in any event within five (5) Business Days thereafter) other than any payment due to the Sole MIA Participant. Promptly (and in any event within five (5) Business Days) after such time that any Employee Potential Payment – Contingent becomes no longer payable to the intended recipient (whether because it is forfeited, unearned, waived or otherwise not paid), the Surviving Corporation shall pay such Employee Potential Payment – Contingent to the Stockholders’ Representative for further distribution to the Payment Parties.

Employment and Benefit Arrangements. (a) Parent agrees The Purchaser shall use commercially reasonable efforts to cause ensure that those eligible employees (other than the Surviving Corporation and its Subsidiaries to, for a period Individual Sellers) of one year the Company as of the Closing Date who remain so employed immediately following the Closing Date (each such employee, a “Continuing Employee”) shall receive service credit with respect to service with the “Benefits Continuation Period”)Company prior to the Closing Date for purposes of eligibility and vesting under any employee benefit plans and arrangements (excluding any defined benefit pension plans, provide compensation deferred compensation, equity or equity-based, or post-termination or retiree welfare benefit plans and benefits arrangements) in which each such Continuing Employee is eligible to Continuing Employees substantially similar participate immediately following the Closing Date; provided that no retroactive contributions will be required and provided, further, except to the extent such credit would result in the aggregate duplication of benefits, and provided, further, that such service shall only be credited to the Continuing Employees same extent and for the same purpose as the compensation and benefits such service was credited under an analogous Benefit Plan provided by the Company immediately prior to the Closing Date. To the extent, during the plan year in the aggregate. Employees of the Acquired Companies immediately prior to the Closing who continue their employment with the Surviving Corporation or its Subsidiaries following which the Closing Date are hereinafter referred to as occurs, that the “Continuing Employees.” (b) For purposes of eligibility, vesting and Purchaser modifies any group health coverage or benefit plans under which the determination employees of the level of benefits under the benefit and compensation plans, programs, agreements and arrangements of ParentCompany participate, the Surviving Corporation or any of their respective Subsidiaries in which Continuing Employees are eligible to participate following the Closing (the “Parent Plans”) (other than level of benefits under a defined benefit pension plan or post-retirement health and welfare plan), Parent or the Surviving Corporation shall credit each Continuing Employee with his or her years of service with the Acquired Companies and any predecessor entities, to the same extent as such Continuing Employee was entitled immediately prior to the Closing to credit for such service under any similar Company Benefit Plan, except where such crediting would result in duplication of benefits. (c) With respect to each Parent Plan that is a health or welfare benefit plan covering a Continuing Employee, Parent Purchaser shall use its commercially reasonable efforts to ensure that its third party insurance carriers (including those of the Surviving Corporation and its Subsidiaries) (i) for the calendar year in which the Effective Time occurs cause to be waived waive any eligibility applicable waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under conditions or actively-at-work requirements and shall use commercially reasonably efforts to give such plan to the extent such were waived or satisfied employees credit under the comparable Company Benefit Plan immediately prior to the Effective Time and (ii) cause each Continuing Employee to be given credit under such plan new coverages or benefit plans for all amounts paid by such Continuing Employee under any similar Company Benefit Plan for the plan year that includes the Effective Time for purposes of applying deductibles, co-payments insurance and out-of-pocket maximums as though such amounts had payments that have been paid in accordance with the terms and conditions of the applicable Parent Plan for during the plan year in which such coverage or plan modification occurs. Through the Effective Time occurs. one (d1) As soon as reasonably practicable following year anniversary of the date of this Agreement and Closing Date, Purchaser shall take all actions required so that each Continuing Employee who continues in any event prior to the Closing, employment with the Company and its Affiliates during such period (i) will seek stockholder approval receives base salary and target bonus opportunity that satisfies is substantially comparable as provided by the requirements of Section 280G(b)(5)(B) of the Code of certain payments and benefits in the nature of compensation that would, but for the approval described in this Section 6.11(d), be treated as “parachute payments” under Section 280G of the Code (either alone or in conjunction with any other event), including, Company to the extent applicable, any such payments or benefits or accelerated vesting with respect to Company Benefit Plans and any other arrangements and payments or benefits pursuant to arrangements entered into by Parent or the Surviving Corporation and any “disqualified individual” employee immediately prior to the Closing Date (collectively, the “Compensatory Arrangements”as evidenced by such Continuing Employee’s most-recent Company W-2 wages) such that, to the extent such amounts are approved by the stockholders of the Company as contemplated by this Section 6.11(d), no “disqualified individual” within the meaning of Section 280G of the Code would be subject to an excise tax under Section 4999 of the Code and payment of such amounts would not result in a loss of deduction under Section 280G of the Code; and (ii) make disclosure receives benefits (excluding any defined benefit pension, deferred compensation, equity or equity-based, or post-termination or retiree welfare benefits) that, in the aggregate, are materially comparable to those benefits (excluding any defined benefit pension, deferred compensation, equity or equity-based, or post-termination or retiree welfare benefits) provided by the Company (excluding any defined benefit pension, deferred compensation, equity or equity-based, or post-termination or retiree welfare benefits) to such Continuing Employee immediately prior to the date hereof or are substantially comparable in the aggregate to those benefits provided by Purchaser or its Affiliates to any similarly situated employees. Subject to Purchaser’s review, Purchaser agrees to pay the incentive bonuses for the Company’s 2021 incentive plan in the form and amounts set forth in Section 5.12(a) of the Compensatory Arrangements that satisfies the requirements of Section 280G of the Code to all stockholders of the Company entitled to vote under Section 280G of the CodeSeller Disclosure Letter. (eb) The parties hereto acknowledge and agree that all provisions Nothing contained in this Section 6.11 with respect to employees of the Acquired Companies are included for the sole benefit of the respective parties hereto and 5.12 shall not create any right (i) in any other Personobligate Purchaser, including any employees, former employees, any participant or any beneficiary thereof in any Company Benefit Plan or Parent Plan or (ii) to continued employment with the Company, or any of its Subsidiariesthe Purchaser’s Affiliates to continue the employment of any employee of, Parent or the Surviving Corporation. After service relationship of any other service provider to, the Effective TimeCompany for any period of time after the Closing, nothing contained in and this Section 6.11 is intended 5.12 shall not be construed to be or shall be considered to be an amendment limit the ability of any planPurchaser, program, agreement, arrangement or policy of the Company, any of its Subsidiaries, Parent or the Surviving Corporation nor shall it interfere with Parent’s, the Surviving Corporation’s or any of its Subsidiaries’ right to amend, modify or terminate any Company Benefit Plan or the Purchaser’s Affiliates to terminate the employment of any employee of, or the service relationship of any other service provider to, the Company or any of its Subsidiaries following the Closing in accordance with applicable Law and any pre-existing contractual relationship. Further, this Section 5.12 shall be binding upon and inure solely to the benefit of the Acquired Companies for parties to this Agreement, and nothing in this Section 5.12, express or implied, shall confer upon any reason. (f) The Surviving Corporation shall promptly pay to the recipients thereof the Employee Potential Payments – Contingent other Person any rights or remedies of any nature whatsoever under or by reason of this Section 5.12 or be construed as they become due (and in an amendment, waiver, termination, or creation of any event within five (5) Business Days thereafter) other than any payment due to the Sole MIA Participant. Promptly (and in any event within five (5) Business Days) after such time that any Employee Potential Payment – Contingent becomes no longer payable to the intended recipient (whether because it is forfeitedbenefit or compensation plan, unearnedprogram, waived agreement, Contract, policy, or otherwise not paid)arrangement of Purchaser, the Surviving Corporation shall pay such Employee Potential Payment – Contingent to Company, or any of the Stockholders’ Representative for further distribution to the Payment PartiesPurchaser’s Affiliates.

Employment and Benefit Arrangements. (a) Parent agrees Except as required under applicable Law or as may be set forth in any employment agreement, nothing herein shall obligate Buyer to cause the Surviving Corporation Company or its Subsidiaries to continue to employ any employee for any specific time period, and, except as may be set forth in any employment agreement or required under applicable Law, employees shall be treated as employees at will, subject to the employment policies implemented or continued by Buyer. During the twelve-month period following the Closing, Buyer shall provide each employee of the Company and its Subsidiaries, who are employed by the Company and its Subsidiaries to, for a period as of one year following the Closing Date (the “Benefits Continuation PeriodContinuing Employees”), provide ) with (a) base salary or wage rate and other compensation and benefits to Continuing Employees substantially similar in the aggregate bonus opportunities (to the Continuing Employees as the compensation and benefits extent pursuant to a written bonus plan) no less favorable to that provided by the Company immediately prior to the Closing Date, and (b) employee benefits that are substantially comparable, in the aggregate. Employees of the Acquired Companies , to those employee benefits and Plans provided to such employees immediately prior to the Closing who continue their Date. Nothing herein shall be construed to grant any employee, independent contractor, or other Person, not party to this agreement, any rights or benefits, including as a third party beneficiary. The Company or its Subsidiaries will provide all required notices and shall comply with all legal requirements regarding the termination of any employees on and following the Closing including, but not limited to, the Worker Adjustment and Retraining Notification Act and all similar Laws. Buyer shall use commercially reasonably efforts provide all Continuing Employees full service credit for periods of employment with the Surviving Corporation or Company and its Subsidiaries for all purposes under any employee benefit plans and arrangements in which they participate following the Closing Date are hereinafter referred to as the “Continuing Employees.” (b) For purposes of eligibility, vesting and the determination of the level of benefits under the benefit and compensation plans, programs, agreements and arrangements of Parent, the Surviving Corporation or any of their respective Subsidiaries in which Continuing Employees are eligible to participate following the Closing (the “Parent Plans”) (other than level of benefits under a defined benefit pension plan or post-retirement health and welfare plan), Parent or the Surviving Corporation shall credit each Continuing Employee with his or her years of service with the Acquired Companies and any predecessor entities, to the same extent as such Continuing Employee was entitled service is recognized by the Company and its Subsidiaries immediately prior to the Closing Closing; provided, however, that Buyer shall not be required to credit for recognize such service (i) for purposes of benefit accrual under any similar Company Benefit Plandefined benefit pension plans, except where (ii) for purposes of plans that are frozen to new participants, or (iii) to the extent that such crediting credit would result in a duplication of benefits. (c) With respect to each Parent Plan . To the extent that is a health Buyer modifies any coverage or welfare benefit plan covering a plans under which the Continuing EmployeeEmployees participate, Parent Buyer shall use its commercially reasonable efforts to ensure that its third party insurance carriers (including those of the Surviving Corporation and its Subsidiaries) (i) for the calendar year in which the Effective Time occurs cause to be waived any eligibility waive all applicable waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under conditions or actively-at-work requirements and shall give all such plan to the extent such were waived or satisfied Continuing Employees full credit under the comparable Company Benefit Plan immediately prior to the Effective Time and (ii) cause each Continuing Employee to be given credit under such plan new coverages or benefit plans for all amounts paid by such Continuing Employee under any similar Company Benefit Plan for the plan year that includes the Effective Time for purposes of applying deductibles, co-payments insurance and out-of-pocket maximums as though such amounts had payments that have been paid in accordance with the terms and conditions of the applicable Parent Plan for during the plan year in which the Effective Time such coverage or plan modification occurs. (d) As soon as reasonably practicable following the date of this Agreement and in any event prior to . This Section 8.06 shall survive the Closing, and shall be binding on all successors and assigns of Buyer, the Company (i) will seek stockholder approval that satisfies the requirements of Section 280G(b)(5)(B) of the Code of certain payments and benefits in the nature of compensation that would, but for the approval described in this Section 6.11(d), be treated as “parachute payments” under Section 280G of the Code (either alone or in conjunction with any other event), including, to the extent applicable, any such payments or benefits or accelerated vesting with respect to Company Benefit Plans and any other arrangements and payments or benefits pursuant to arrangements entered into by Parent or the Surviving Corporation and any “disqualified individual” prior to the Closing (collectively, the “Compensatory Arrangements”) such that, to the extent such amounts are approved by the stockholders of the Company as contemplated by this Section 6.11(d), no “disqualified individual” within the meaning of Section 280G of the Code would be subject to an excise tax under Section 4999 of the Code and payment of such amounts would not result in a loss of deduction under Section 280G of the Code; and (ii) make disclosure of the Compensatory Arrangements that satisfies the requirements of Section 280G of the Code to all stockholders of the Company entitled to vote under Section 280G of the Code. (e) The parties hereto acknowledge and agree that all provisions contained in this Section 6.11 with respect to employees of the Acquired Companies are included for the sole benefit of the respective parties hereto and shall not create any right (i) in any other Person, including any employees, former employees, any participant or any beneficiary thereof in any Company Benefit Plan or Parent Plan or (ii) to continued employment with the Company, any of its Subsidiaries, Parent or the Surviving Corporation. After the Effective Time, nothing contained in this Section 6.11 is intended to be or shall be considered to be an amendment of any plan, program, agreement, arrangement or policy of the Company, any of its Subsidiaries, Parent or the Surviving Corporation nor shall it interfere with Parent’s, the Surviving Corporation’s or any of its Subsidiaries’ right to amend, modify or terminate any Company Benefit Plan or to terminate the employment of any employee of the Acquired Companies for any reason. (f) The Surviving Corporation shall promptly pay to the recipients thereof the Employee Potential Payments – Contingent as they become due (and in any event within five (5) Business Days thereafter) other than any payment due to the Sole MIA Participant. Promptly (and in any event within five (5) Business Days) after such time that any Employee Potential Payment – Contingent becomes no longer payable to the intended recipient (whether because it is forfeited, unearned, waived or otherwise not paid), the Surviving Corporation shall pay such Employee Potential Payment – Contingent to the Stockholders’ Representative for further distribution to the Payment Parties.

Employment and Benefit Arrangements. (a) Parent agrees to cause The Purchaser shall take all actions required so that eligible employees of the Surviving Corporation Company and its Subsidiaries to, shall receive service credit with respect to service with the Company and its Subsidiaries (or their predecessors) prior to the Closing Date for a period purposes of one year eligibility and vesting under any employee benefit plans and arrangements (excluding any defined benefit pension plans and equity or equity-related plans and arrangements) in which each such employee is eligible to participate following the Closing Date Date; provided that no retroactive contributions will be required and provided, further, except to the extent such credit would result in the duplication of benefits. To the extent that the Purchaser modifies any group health coverage or benefit plans under which the employees of the Company and its Subsidiaries participate, the Purchaser shall use commercially reasonable efforts to waive any applicable waiting periods, pre-existing conditions or actively-at-work requirements and shall use commercially reasonably efforts to give such employees credit under the new coverages or benefit plans for deductibles, co-insurance and out-of-pocket payments that have been paid during the year in which such coverage or plan modification occurs. This Section 6.05 shall survive the Closing, and shall be binding on all successors and assigns of the Purchaser, the Company and its Subsidiaries. Through December 31, 2016, Purchaser shall take all actions required so that each employee of the Company and its Subsidiaries (determined as of the “Benefits Continuation Period”), provide Closing Date) who continues in employment with the Company and its Subsidiaries during such period (i) receives base compensation and bonus opportunities (excluding any equity or equity-related opportunities) that are no less favorable than that provided by the Company or its Subsidiaries to such employee immediately prior to the Closing Date, (ii) receives benefits to Continuing Employees that, in the aggregate, are substantially similar comparable in the aggregate to the Continuing Employees as the compensation and those benefits provided by the Company or its Subsidiaries under the Benefit Plans (other than equity or equity-related arrangements) to such employee immediately prior to the Closing Date or are substantially comparable in the aggregate. Employees of aggregate to those benefits provided by Purchaser or its Affiliates to their similarly situated employees and (iii) to the Acquired Companies extent that any such employee is terminated for other than “cause” following the Closing and prior to December 31, 2016, receives severance pay that is no less than the severance pay that would have been payable to such employee under the severance policy in effect immediately prior to the Closing who continue their employment with the Surviving Corporation or its Subsidiaries following the Closing Date are hereinafter referred to as the “Continuing EmployeesDate.” (b) For purposes of eligibilityNothing contained in this Section 6.05 shall obligate Purchaser, vesting and the determination Surviving Corporation, or any of the level Surviving Corporation’s Subsidiaries to continue the employment of benefits under any employee of, or the benefit service relationship of any other service provider to, the Company or any of its Subsidiaries for any period of time after the Closing, and compensation plansthis Section 6.05 shall not be construed to limit the ability of Purchaser, programsthe Surviving Corporation, agreements and arrangements or any of Parentthe Surviving Corporation’s Subsidiaries to terminate the employment of any employee of, or the service relationship of any other service provider to, the Surviving Corporation or any of their respective its Subsidiaries in which Continuing Employees are eligible to participate following the Closing (the “Parent Plans”) (other than level of benefits under a defined benefit pension plan or post-retirement health in accordance with applicable Law and welfare plan), Parent or the Surviving Corporation shall credit each Continuing Employee with his or her years of service with the Acquired Companies and any predecessor entities, to the same extent as such Continuing Employee was entitled immediately prior to the Closing to credit for such service under any similar Company Benefit Plan, except where such crediting would result in duplication of benefits. (c) With respect to each Parent Plan that is a health or welfare benefit plan covering a Continuing Employee, Parent shall use its commercially reasonable efforts to ensure that its third party insurance carriers (including those of the Surviving Corporation and its Subsidiaries) (i) for the calendar year in which the Effective Time occurs cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under such plan contractual relationship. Further, this Section 6.05 shall be binding upon and inure solely to the extent such were waived or satisfied under the comparable Company Benefit Plan immediately prior to the Effective Time and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Benefit Plan for the plan year that includes the Effective Time 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 benefit of the applicable Parent Plan for the plan year in which the Effective Time occurs. (d) As soon as reasonably practicable following the date of parties to this Agreement Agreement, and in any event prior to the Closing, the Company (i) will seek stockholder approval that satisfies the requirements of Section 280G(b)(5)(B) of the Code of certain payments and benefits in the nature of compensation that would, but for the approval described nothing in this Section 6.11(d)6.05, be treated as “parachute payments” under Section 280G of the Code (either alone express or in conjunction with implied, shall confer upon any other event), including, to the extent applicable, Person any such payments rights or benefits remedies of any nature whatsoever under or accelerated vesting with respect to Company Benefit Plans and any other arrangements and payments or benefits pursuant to arrangements entered into by Parent or the Surviving Corporation and any “disqualified individual” prior to the Closing (collectively, the “Compensatory Arrangements”) such that, to the extent such amounts are approved by the stockholders reason of the Company as contemplated by this Section 6.11(d)6.05 or be construed as an amendment, no “disqualified individual” within the meaning of Section 280G of the Code would be subject to an excise tax under Section 4999 of the Code and payment of such amounts would not result in a loss of deduction under Section 280G of the Code; and (ii) make disclosure of the Compensatory Arrangements that satisfies the requirements of Section 280G of the Code to all stockholders of the Company entitled to vote under Section 280G of the Code. (e) The parties hereto acknowledge and agree that all provisions contained in this Section 6.11 with respect to employees of the Acquired Companies are included for the sole benefit of the respective parties hereto and shall not create any right (i) in any other Personwaiver, including any employeestermination, former employees, any participant or any beneficiary thereof in any Company Benefit Plan or Parent Plan or (ii) to continued employment with the Company, any of its Subsidiaries, Parent or the Surviving Corporation. After the Effective Time, nothing contained in this Section 6.11 is intended to be or shall be considered to be an amendment creation of any benefit or compensation plan, program, agreement, Contract, policy, or arrangement or policy of the Company, any of its Subsidiaries, Parent or the Surviving Corporation nor shall it interfere with Parent’sPurchaser, the Surviving Corporation’s , or any of its Subsidiaries’ right to amend, modify or terminate any Company Benefit Plan or to terminate the employment of any employee of the Acquired Companies for any reason. (f) The Surviving Corporation shall promptly pay to the recipients thereof the Employee Potential Payments – Contingent as they become due (and in any event within five (5) Business Days thereafter) other than any payment due to the Sole MIA Participant. Promptly (and in any event within five (5) Business Days) after such time that any Employee Potential Payment – Contingent becomes no longer payable to the intended recipient (whether because it is forfeited, unearned, waived or otherwise not paid), the Surviving Corporation shall pay such Employee Potential Payment – Contingent to the Stockholders’ Representative for further distribution to the Payment PartiesCorporation’s Subsidiaries.

Employment and Benefit Arrangements. (a) Parent agrees to From and after the Effective Time, the Purchaser shall cause the Surviving Corporation Entity to honor all employment, severance, termination, consulting, retirement and other compensation and benefit plans, programs, policies, contracts, arrangements and agreements to which the Company and/or any of its Subsidiaries tois a party, for a period of as such plans, programs, policies, contracts, arrangements and agreements are in effect on the date hereof (it being understood that this Section 7.04 shall not be deemed to prohibit the Purchaser or the Surviving Entity from amending, modifying, replacing or terminating such arrangements in accordance with their terms). For at least one year following the Closing Date (Effective Time, the “Benefits Continuation Period”), Purchaser shall or shall cause the Surviving Entity to provide to employees of the Company or any of its Subsidiaries compensation and benefits to Continuing Employees that are substantially similar equivalent in the aggregate to the Continuing Employees as the compensation and benefits provided by the Company to such employees immediately prior to the Closing in the aggregateEffective Time. Employees The Purchaser shall take all actions required so that employees of the Acquired Companies immediately prior to the Closing who continue their employment with the Surviving Corporation or Company and any of its Subsidiaries following the Closing Date are hereinafter referred to as the “Continuing Employees.” (b) For shall receive service credit for purposes of eligibilityvesting, vesting eligibility and the determination of the level amount of sick leave, vacations and severance benefits under the any successor benefit and or compensation plans, programs, policies, contracts, agreements and arrangements of Parent, sponsored by the Surviving Corporation Purchaser or any of their respective Subsidiaries in which Continuing Employees are eligible to participate following its Affiliates (including the Closing (the “Parent Plans”Company or any of its Subsidiaries) (other than level any equity-based plan or arrangement); provided, however, that such credit shall not result in a duplication of benefits and, for the avoidance of doubt, the Purchaser shall not be required to provide credit for such service for eligibility or benefit accrual purposes under any employee benefit plan of the Purchaser or the Surviving Entity that is a long-term incentive program, defined benefit pension plan or post-retirement health and welfare medical plan), Parent . To the extent that the Purchaser or any of its Affiliates (including the Company or any of its Subsidiaries) modifies any coverage or benefit plan under which the employees of the Surviving Corporation shall credit each Continuing Employee with his Entity or her years any of service with the Acquired Companies and any predecessor entities, to the same extent as such Continuing Employee was entitled immediately its Subsidiaries participate prior to the Closing to credit for such service under any similar Company Benefit Plan, except where such crediting would result in duplication end of benefits. (c) With respect to each Parent Plan that is a health or welfare benefit plan covering a Continuing Employee, Parent shall use its commercially reasonable efforts to ensure that its third party insurance carriers (including those of the Surviving Corporation and its Subsidiaries) (i) for the calendar year in which the Effective Time occurs cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under such plan to the extent such were waived or satisfied under the comparable Company Benefit Plan immediately prior to the Effective Time and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Benefit Plan for the plan year that includes the Effective Time Time, the Purchaser shall use reasonable best efforts to waive or cause to be waived any applicable waiting periods, pre-existing condition exclusions or actively-at-work requirements and shall give such employees credit under the new coverages or benefit plans for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had payments that have been paid in accordance with the terms and conditions of the applicable Parent Plan for during the plan year in which the Effective Time Date occurs. . The Purchaser shall be solely responsible for any obligations arising under Section 4980B of the Code with respect to all “M&A Qualified Beneficiaries” as defined in Treasury Regulation § 54.4980B-9. 35 (db) As soon as reasonably practicable following This Section 7.04 shall survive the date consummation of the Merger at the Effective Time, is intended to benefit the Company, its Subsidiaries and the Surviving Entity and shall be binding on all successors and assigns of the Purchaser and the Surviving Entity. Without limiting the generality of Section 12.11, no provision of this Section 7.04 shall create any third party beneficiary or other rights in any current or former employee, independent contractor or other service provider (including any beneficiary or dependent thereof) of the Company or any of its Subsidiaries in respect of continued employment (or resumed employment) with the Surviving Entity and no provision of this Section 7.04 shall create any rights in any such Persons in respect of any benefits that may be provided, directly or indirectly, under any Plan or any plan or arrangement that may be established by the Purchaser or the Surviving Entity. No provision of this Agreement and in any event prior to the Closing, the Company shall (i) will seek stockholder approval that satisfies be construed to establish, amend, or modify any Plan, or (ii) subject to compliance with the requirements of Section 280G(b)(5)(B) of the Code of certain payments and benefits in the nature of compensation that would, but for the approval described in this Section 6.11(d7.04(a), be treated as “parachute payments” under Section 280G of the Code (either alone or in conjunction with any other event), including, to the extent applicable, any such payments or benefits or accelerated vesting with respect to Company Benefit Plans and any other arrangements and payments or benefits pursuant to arrangements entered into by Parent or the Surviving Corporation and any “disqualified individual” prior to the Closing (collectively, the “Compensatory Arrangements”) such that, to the extent such amounts are approved by the stockholders of the Company as contemplated by this Section 6.11(d), no “disqualified individual” within the meaning of Section 280G of the Code would be subject to an excise tax under Section 4999 of the Code and payment of such amounts would not result in constitute a loss of deduction under Section 280G of the Code; and (ii) make disclosure of the Compensatory Arrangements that satisfies the requirements of Section 280G of the Code to all stockholders of the Company entitled to vote under Section 280G of the Code. (e) The parties hereto acknowledge and agree that all provisions contained in this Section 6.11 with respect to employees of the Acquired Companies are included for the sole benefit of the respective parties hereto and shall not create any right (i) in any other Person, including any employees, former employees, any participant or any beneficiary thereof in any Company Benefit Plan or Parent Plan or (ii) to continued employment with the Company, any of its Subsidiaries, Parent or the Surviving Corporation. After the Effective Time, nothing contained in this Section 6.11 is intended to be or shall be considered to be an amendment of any plan, program, agreement, arrangement or policy of the Company, any of its Subsidiaries, Parent or the Surviving Corporation nor shall it interfere with Parent’s, the Surviving Corporation’s or any of its Subsidiaries’ right limitation on rights to amend, modify or terminate after the Effective Date any Company Benefit Plan or to terminate the employment of any employee of the Acquired Companies for any reasonPlan. (f) The Surviving Corporation shall promptly pay to the recipients thereof the Employee Potential Payments – Contingent as they become due (and in any event within five (5) Business Days thereafter) other than any payment due to the Sole MIA Participant. Promptly (and in any event within five (5) Business Days) after such time that any Employee Potential Payment – Contingent becomes no longer payable to the intended recipient (whether because it is forfeited, unearned, waived or otherwise not paid), the Surviving Corporation shall pay such Employee Potential Payment – Contingent to the Stockholders’ Representative for further distribution to the Payment Parties.

Employment and Benefit Arrangements. (a) Parent agrees to cause the Surviving Corporation and its Subsidiaries to, for a period All employees of one year following the Closing Date (the “Benefits Continuation Period”), provide compensation and benefits to Continuing Employees substantially similar in the aggregate to the Continuing Employees as the compensation and benefits provided by the Company immediately prior to the Closing in the aggregate. Employees of the Acquired Companies immediately prior to the Closing who accept employment offers made by Purchaser or who continue their employment with the Surviving Corporation (or its Subsidiaries following Purchaser or any Affiliate of Purchaser) after the Closing Date are hereinafter referred to as the Effective Time (“Continuing Employees.” (b) For purposes of eligibility, vesting may continue in the Benefit Plans and Benefit Arrangements or become eligible for the determination of the level of benefits under the employee benefit and compensation plans, programs, agreements plans and arrangements of ParentPurchaser or its Affiliates (each such plan, a “Purchaser Employee Plan”) on substantially the same terms as such Purchaser Employee Plans are generally offered from time to time to similarly situated employees of Purchaser and its Affiliates. From and after the Effective Time, Purchaser shall grant (or cause the Surviving Corporation or any of their respective Subsidiaries in which Purchaser’s Affiliates to grant) all Continuing Employees are eligible to participate following the Closing (the “Parent Plans”) (other than level of benefits under a defined benefit pension plan or post-retirement health and welfare plan), Parent or the Surviving Corporation shall with credit each Continuing Employee with his or her years of for any service with the Acquired Companies and any predecessor entities, to the same extent as such Continuing Employee was entitled immediately Company earned prior to the Closing to credit Effective Time for such service under any similar Company Benefit Planeligibility, except where such crediting would result in duplication vesting and benefit accrual purposes solely for purposes of benefits. (ci) With respect to each Parent Plan that is a health or welfare benefit plan covering calculating a Continuing Employee’s entitlement to vacation and other paid time off and (ii) Purchaser’s 401(k) plan. As of the Effective Time, Parent shall use its commercially reasonable efforts to ensure that its third party insurance carriers Purchaser will waive (including those of or cause the Surviving Corporation and its Subsidiariesother Affiliates to waive) (i) for the calendar year in which the Effective Time occurs cause to be waived any all pre-existing condition exclusion and actively-at-work requirements and similar limitations, eligibility waiting periods, any periods and evidence of insurability requirements and the application of under any pre-existing condition limitations under such plan Purchaser Employee Plans to the extent such were waived or satisfied by an employee under the comparable Company any corresponding Benefit Plan immediately prior to or Benefit Arrangement as of the Effective Time and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Benefit Plan for the plan year that includes the Effective Time 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 applicable Parent Plan for Time. For the plan year in which the Closing occurs, Purchaser will cause any covered expenses incurred on or before the Effective Time occursby any Continuing Employee (or covered dependent thereof) to be taken into account for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions after the Effective Time for such plan year under any applicable Purchaser Employee Plan. (b) Purchaser shall cause the Surviving Corporation to maintain the Company Severance Plan in full force and effect for a period of at least one year after the Effective Time and Purchaser and the Surviving Corporation shall be solely responsible for any Post-Closing Severance Obligations. (c) Purchaser shall provide (or cause to be provided) each Continuing Employee with salary, wages and bonus opportunities that are no less favorable than what was provided to such Continuing Employee immediately prior to the Closing and no less favorable than what is provided to similarly situated employees of Purchaser and its Affiliates for a period of one year after the Effective Time (or until such earlier time as such Continuing Employee ceases to be an employee of Purchaser or one of its Affiliates). (d) As soon as reasonably practicable following the date of Nothing contained in this Agreement and in any event prior to the Closing, the Company shall (i) will seek stockholder approval that satisfies the requirements of Section 280G(b)(5)(B) of the Code of certain payments and benefits in the nature of compensation that would, but for the approval described in this Section 6.11(d), constitute or be treated as “parachute payments” under Section 280G of the Code (either alone or in conjunction with any other event), including, to the extent applicable, any such payments or benefits or accelerated vesting with respect to Company Benefit Plans and any other arrangements and payments or benefits pursuant to arrangements entered into by Parent or the Surviving Corporation and any “disqualified individual” prior to the Closing (collectively, the “Compensatory Arrangements”) such that, to the extent such amounts are approved by the stockholders of the Company as contemplated by this Section 6.11(d), no “disqualified individual” within the meaning of Section 280G of the Code would be subject to an excise tax under Section 4999 of the Code and payment of such amounts would not result in a loss of deduction under Section 280G of the Code; and (ii) make disclosure of the Compensatory Arrangements that satisfies the requirements of Section 280G of the Code to all stockholders of the Company entitled to vote under Section 280G of the Code. (e) The parties hereto acknowledge and agree that all provisions contained in this Section 6.11 with respect to employees of the Acquired Companies are included for the sole benefit of the respective parties hereto and shall not create any right (i) in any other Person, including any employees, former employees, any participant or any beneficiary thereof in any Company Benefit Plan or Parent Plan or (ii) to continued employment with the Company, any of its Subsidiaries, Parent or the Surviving Corporation. After the Effective Time, nothing contained in this Section 6.11 is intended to be or shall be considered deemed to be an amendment to any Benefit Plan, Benefit Arrangement or Purchaser Employee Plan; (ii) prevent the amendment or termination of any planBenefit Plan, program, agreement, arrangement Benefit Arrangement or policy Purchaser Employee Plan except as provided for in Section 5.4(b); or (iii) limit the right of the Company, any of Company or its Subsidiaries, Parent or the Surviving Corporation nor shall it interfere with Parent’s, the Surviving Corporation’s or any of its Subsidiaries’ right to amend, modify or terminate any Company Benefit Plan or Affiliates to terminate the employment of any employee at any time. Nothing in this Section 5.4, express or implied, is intended to confer upon any other Person, including without limitation, any current or former director, officer or employee of the Acquired Companies for Company any reasonrights or remedies of any nature whatsoever under or by reason of this Section 5.4. (f) The Surviving Corporation shall promptly pay to the recipients thereof the Employee Potential Payments – Contingent as they become due (and in any event within five (5) Business Days thereafter) other than any payment due to the Sole MIA Participant. Promptly (and in any event within five (5) Business Days) after such time that any Employee Potential Payment – Contingent becomes no longer payable to the intended recipient (whether because it is forfeited, unearned, waived or otherwise not paid), the Surviving Corporation shall pay such Employee Potential Payment – Contingent to the Stockholders’ Representative for further distribution to the Payment Parties.

Employment and Benefit Arrangements. (a) Parent agrees to The Purchaser shall, or shall cause the Surviving Corporation and Company or one of its Subsidiaries to, for a period provide each employee of one year following the Company or any of its Subsidiaries as of the Closing Date (“Continuing Employee”) with the “Benefits Continuation Period”)following until the earliest to occur of (x) the first anniversary of the Closing Date, provide compensation (y) December 31, 2018 and (z) such Continuing Employee’s termination of employment: (i) a base salary or wage rate that is no less than the base salary or wage rate provided to such Continuing Employee immediately prior to the Closing, (ii) an annual cash incentive opportunity that is substantially similar to the annual cash incentive opportunity provided to such Continuing Employee immediately prior to the Closing, and (iii) health, welfare and retirement benefits to Continuing Employees that are substantially similar in the aggregate to those provided to the Continuing Employees as the compensation and benefits provided by the Company Employee immediately prior to the Closing in Closing; provided that the aggregate. Employees provisions of this Section 8.03(a) shall not apply to any Continuing Employee who is a party to an Employment Agreement. (b) The Purchaser shall use commercially reasonable efforts to provide each Continuing Employee with credit for such Continuing Employee’s service with the Acquired Companies immediately Company and its Subsidiaries prior to the Closing who continue their employment with the Surviving Corporation or its Subsidiaries following the Closing Date are hereinafter referred to as the “Continuing Employees.” (b) For for purposes of eligibility(i) eligibility to participate in any benefit plan sponsored or maintained by the Purchaser (each, vesting a “Purchaser Plan”) and (ii) the determination of the level of benefits under a Purchaser Plan for purposes of vacation and the benefit and compensation planscalculation of severance pay, programs, agreements and arrangements of Parent, but not (x) to the Surviving Corporation or any of their respective Subsidiaries in which Continuing Employees are eligible to participate following the Closing (the “Parent Plans”) (other than level extent duplication of benefits would result or (y) in respect of benefit accruals under a any defined benefit pension plan or post-retirement health and retiree medical or welfare plan), Parent or the Surviving Corporation shall credit each Continuing Employee with his or her years of service with the Acquired Companies and any predecessor entities, to the same extent as such Continuing Employee was entitled immediately prior to the Closing to credit for such service under any similar Company Benefit Plan, except where such crediting would result in duplication of benefitsarrangement. (c) With respect to each Parent Purchaser Plan that is a health or welfare benefit plan covering a Continuing Employeeplan, Parent the Purchaser shall use its commercially reasonable efforts to ensure that its third party insurance carriers (including those of the Surviving Corporation and its Subsidiaries) (i) for the calendar year in which the Effective Time occurs cause waive any limitation on coverage of a Continuing Employee due to be waived any eligibility pre-existing conditions, waiting periods, any active employment requirements and requirements to show evidence of insurability requirements and the application of any pre-existing condition limitations under such plan to the extent such were waived or satisfied under the comparable Company Benefit Plan immediately prior to the Effective Time good health and (ii) cause allow for each such Continuing Employee to be given credit under such plan for apply all amounts deductible payments, co-payments and co-insurance paid by such Continuing Employee under any similar Company Benefit Plan for prior to the plan Closing during the year that includes in which the Effective Time Closing occurs for purposes of applying deductibles, co-payments determining the extent to which such Continuing Employee has satisfied any applicable deductible and whether the Continuing Employee has reached the out-of-pocket maximums as though maximum for such amounts had been paid in accordance with the terms and conditions of the applicable Parent Plan for the plan year in which the Effective Time occursyear. (d) As soon as reasonably practicable following the date The provisions of this Agreement and in any event prior to the Closing, the Company (i) will seek stockholder approval that satisfies the requirements of Section 280G(b)(5)(B) of the Code of certain payments and benefits in the nature of compensation that would, but for the approval described in this Section 6.11(d), be treated as “parachute payments” under Section 280G of the Code (either alone or in conjunction with any other event), including, to the extent applicable, any such payments or benefits or accelerated vesting with respect to Company Benefit Plans and any other arrangements and payments or benefits pursuant to arrangements entered into by Parent or the Surviving Corporation and any “disqualified individual” prior to the Closing (collectively, the “Compensatory Arrangements”) such that, to the extent such amounts 8.03 are approved by the stockholders of the Company as contemplated by this Section 6.11(d), no “disqualified individual” within the meaning of Section 280G of the Code would be subject to an excise tax under Section 4999 of the Code and payment of such amounts would not result in a loss of deduction under Section 280G of the Code; and (ii) make disclosure of the Compensatory Arrangements that satisfies the requirements of Section 280G of the Code to all stockholders of the Company entitled to vote under Section 280G of the Code. (e) The parties hereto acknowledge and agree that all provisions contained in this Section 6.11 with respect to employees of the Acquired Companies are included for the sole benefit of the respective parties to this Agreement and nothing herein, expressed or implied, is intended or shall be construed to confer upon or give to any Person (including, for the avoidance of doubt, any Continuing Employee), other than the parties hereto and shall not create any right (i) in any other Person, including any employees, former employeestheir respective permitted successors and assigns, any participant legal or any beneficiary thereof in any Company Benefit Plan equitable or Parent Plan other rights or (ii) to continued employment with the Company, any of its Subsidiaries, Parent or the Surviving Corporationremedies. After the Effective Time, nothing contained Nothing in this Section 6.11 is intended 8.03 shall amend, or be deemed to be amend (or prevent the amendment or termination of) any Plan, any Purchaser Plan or any other compensation or benefit plan. The Purchaser shall have no obligation to continue to employ or retain the services of any Continuing Employee or any other individual for any period of time following the Closing and, subject to the requirements of Section 8.03(a), Section 8.03(b) and Section 8.03(c), shall be considered entitled to be an amendment modify any compensation or benefits provided to, and any other terms or conditions of any plan, program, agreement, arrangement or policy of the Companyemployment of, any of such individuals in its Subsidiaries, Parent or the Surviving Corporation nor shall it interfere with Parent’s, the Surviving Corporation’s or any of its Subsidiaries’ right to amend, modify or terminate any Company Benefit Plan or to terminate the employment of any employee of the Acquired Companies for any reasonsole and absolute discretion. (f) The Surviving Corporation shall promptly pay to the recipients thereof the Employee Potential Payments – Contingent as they become due (and in any event within five (5) Business Days thereafter) other than any payment due to the Sole MIA Participant. Promptly (and in any event within five (5) Business Days) after such time that any Employee Potential Payment – Contingent becomes no longer payable to the intended recipient (whether because it is forfeited, unearned, waived or otherwise not paid), the Surviving Corporation shall pay such Employee Potential Payment – Contingent to the Stockholders’ Representative for further distribution to the Payment Parties.

Employment and Benefit Arrangements. (a) Parent agrees to During the period commencing at the Closing and ending on the date that is six months after the Closing Date, Purchaser shall, and shall cause the Surviving Corporation and its Subsidiaries Affiliates to, for a period provide each individual who is an employee of one year following the Closing Date (the “Benefits Continuation Period”), provide compensation and benefits to Continuing Employees substantially similar in the aggregate to the Continuing Employees as the compensation and benefits provided by the Company any Acquired Entity immediately prior to the Closing in with: (i) base salary or hourly wages, as applicable, that are no less than the aggregate. Employees of the base salary or hourly wages provided by such Acquired Companies Entity immediately prior to the Closing who continue their employment with Closing; (ii) annual incentive opportunities that are no less than the Surviving Corporation annual incentive opportunities, if any, provided by such Acquired Entity immediately prior to the Closing; and (iii) eligibility to participate in retirement, welfare and other employee benefits on the same basis as either (at the election of Purchaser) (I) were offered by Eureka immediately prior to the Closing, or (II) are offered to similarly situated employees of Purchaser or its Subsidiaries following the Closing Date are hereinafter referred to as the “Continuing EmployeesAffiliate.” (b) For With respect to any employee benefit plans, arrangements and employment related entitlements (including under any Plan or any other applicable pension, 401(k), savings, medical, dental, life insurance, vacation, leave entitlements, post-retirement health and life insurance, severance or separation pay plans) provided, sponsored, maintained or contributed to by Purchaser or its Affiliates (collectively, “Purchaser Plans”) in which any Employee will participate on or after the Closing Date, Purchaser shall, and shall cause its Affiliates to, recognize all service of such Employee with the applicable Acquired Entity and any predecessor employer as if such service were with Purchaser for all purposes including for purposes of eligibility, vesting and the determination of the level of benefits under the benefit and compensation plans, programs, agreements and arrangements of Parent, the Surviving Corporation or any of their respective Subsidiaries in which Continuing Employees are eligible to participate following the Closing (the “Parent Plans”) (other than level for purposes of benefits under a Purchaser Plans that are defined benefit pension plan or post-retirement health and welfare planplans within the meaning of Section 3(35) of ERISA); provided, Parent or the Surviving Corporation however, that such service shall credit each Continuing Employee with his or her years of service with the Acquired Companies and any predecessor entities, not be recognized to the same extent as that (i) such Continuing Employee was entitled immediately prior to the Closing to credit for such service under any similar Company Benefit Plan, except where such crediting recognition would result in a duplication of benefitsbenefits for the same period of service or (ii) such service was not recognized under the corresponding Plan. (c) With respect to each Parent Plan any Purchaser Plans that is a health or are employee welfare benefit plan covering a Continuing Employee, Parent shall use its commercially reasonable efforts to ensure that its third party insurance carriers (including those of the Surviving Corporation and its Subsidiaries) (i) for the calendar year plans in which the Effective Time occurs cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under such plan to the extent such were waived or satisfied under the comparable Company Benefit Plan Employees will participate immediately prior to the Effective Time and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Benefit Plan for the plan year that includes the Effective Time 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 applicable Parent Plan for the plan year in which the Effective Time occurs. (d) As soon as reasonably practicable following the date of this Agreement and in any event prior to the Closing, the Company (i) will seek stockholder approval that satisfies the requirements of Section 280G(b)(5)(B) of the Code of certain payments and benefits in the nature of compensation that would, but for the approval described in this Section 6.11(d), be treated as “parachute payments” under Section 280G of the Code (either alone or in conjunction with any other event), including, to the extent applicable, any such payments or benefits or accelerated vesting with respect to Company Benefit Plans and any other arrangements and payments or benefits pursuant to arrangements entered into by Parent or the Surviving Corporation and any “disqualified individual” prior to after the Closing (collectively, the “Compensatory ArrangementsPurchaser Welfare Plans”) such that, to the extent such amounts are approved by the stockholders of the Company as contemplated by this Section 6.11(d), no “disqualified individual” within the meaning Purchaser shall, and shall cause its Affiliates to use commercially reasonable efforts to waive all pre-existing condition limitations, waiting period provisions, payments required to avoid a waiting period, actively-at-work requirements and any other restriction that would prevent immediate or full participation by any Employee of Section 280G of the Code would be subject to an excise tax under Section 4999 of the Code and payment of such amounts would not result in a loss of deduction under Section 280G of the Code; and (ii) make disclosure of the Compensatory Arrangements that satisfies the requirements of Section 280G of the Code to all stockholders of the Company entitled to vote under Section 280G of the CodeAcquired Entity. (ed) The This Section 7.03 shall be binding upon and inure solely to the benefit of each of the parties hereto acknowledge to this Agreement, and agree that all provisions contained nothing in this Section 6.11 with respect to employees of the Acquired Companies are included for the sole benefit of the respective parties hereto and 7.03, express or implied, shall not create any right (i) in confer upon any other Person, Person (including any employeesEmployee) any rights or remedies of any nature whatsoever under or by reason of this Section 7.03. Nothing contained herein, former employeesexpress or implied, shall be construed to establish, amend or modify any participant or any beneficiary thereof in any Company Benefit Plan or Parent Plan other employee benefit plan program or (ii) to continued employment with the Company, any of its Subsidiaries, Parent or the Surviving Corporationarrangement. After the Effective TimeFurther, nothing contained in this Section 6.11 is intended to be or herein shall be considered to be an amendment of any plan, program, agreement, arrangement or policy of the Company, any of its Subsidiaries, Parent or the Surviving Corporation nor shall it interfere with Parent’s, the Surviving Corporation’s prevent Purchaser or any of its Subsidiaries’ right to amend, modify or terminate any Company Benefit Plan or to terminate Affiliates from terminating the employment of any Employee or any other employee of the Acquired Companies at any time and for any reason. (f) The Surviving Corporation shall promptly pay to the recipients thereof the Employee Potential Payments – Contingent as they become due (and in any event within five (5) Business Days thereafter) other than any payment due to the Sole MIA Participant. Promptly (and in any event within five (5) Business Days) after such time that any Employee Potential Payment – Contingent becomes no longer payable to the intended recipient (whether because it is forfeited, unearned, waived or otherwise not paid), the Surviving Corporation shall pay such Employee Potential Payment – Contingent to the Stockholders’ Representative for further distribution to the Payment Parties.

Employment and Benefit Arrangements. (a) Parent Buyer agrees to cause the Surviving Corporation and its Subsidiaries tothat, for a period of one year following the Closing, it shall continue to sponsor, contribute to, or maintain the employee compensation and benefit plans and arrangements listed on Schedule 8.4(a) (collectively, the “Continuing Employee Plans”) and that the individuals who are employed by the Company as of the Closing Date (collectively, the “Benefits Continuation PeriodCompany Employees”), provide ) shall receive compensation and employee benefits to Continuing Employees substantially similar that are at least as favorable in the aggregate as that compensation and those benefits provided to the Company Employees under the Continuing Employees as the compensation and benefits provided by the Company Employee Plans in effect immediately prior to the Closing in Date. Buyer shall ensure that any employee benefit plans or programs it, the aggregate. Company or any Subsidiary of Buyer maintains or adopts with respect to the Company Employees treat employment with the Company or any Subsidiary of the Acquired Companies immediately Buyer prior to the Closing who continue their Date the same as employment with Buyer, the Surviving Corporation Company or its Subsidiaries following any Subsidiary of Buyer from and after the Closing Date are hereinafter referred to as the “Continuing Employees.” (b) For for purposes of eligibility, eligibility and vesting and (including the determination satisfaction of the level of benefits under the benefit and compensation plans, programs, agreements and arrangements of Parent, the Surviving Corporation or any of their respective Subsidiaries in which Continuing Employees are eligible to participate following the Closing (the “Parent Plans”) (other than level of benefits under a defined benefit pension plan or post-retirement health and welfare plan), Parent or the Surviving Corporation shall credit each Continuing Employee with his or her years of service with the Acquired Companies and any predecessor entities, to the same extent as such Continuing Employee was entitled immediately prior to the Closing to credit for such service waiting periods under any similar Company Benefit Plan, except where such crediting would result in duplication of benefits. (c) With respect to each Parent Plan that is a health or welfare benefit plan covering a Continuing Employeeplans maintained by Buyer or any Subsidiary of Buyer (the “Buyer Welfare Plans”)) and benefit accrual, Parent with the exception of benefit accrual under any defined benefit pension plan. Buyer shall, and shall cause its Subsidiaries to, use its commercially reasonable efforts to ensure that its third party insurance carriers (including those of the Surviving Corporation and its Subsidiaries) (i) for the calendar year in which the Effective Time occurs cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any no pre-existing condition limitations limitations, exclusions or waiting periods applicable with respect to life and accidental death and dismemberment insurance, disability, sickness, accident and medical benefits under such plan the Buyer Welfare Plans will apply to the Company Employees to the extent that such were waived limitations, exclusions or satisfied waiting periods exceed those in effect under such Employee Plans maintained by the comparable Company Benefit Plan immediately as of the Closing Date. Buyer shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to ensure that the Buyer Welfare Plans in which a Company Employee participates after the Closing Date will recognize, for purposes of satisfying any deductible, co-pays and out-of-pocket maximums, any payment made by such Company Employee prior to the Effective Time and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Benefit Plan for the plan year that includes the Effective Time for purposes of applying Closing Date toward deductibles, co-payments pays and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions any Employee Plan of the applicable Parent Plan for the plan year in which the Effective Time occursCompany. (db) As soon Buyer shall be solely responsible for issuing, serving and delivering any and all notices required, if any, by the Worker Adjustment and Retraining Notification Act, as reasonably practicable following amended, and any state law equivalent (the date “WARN Act”), relating to any of the Company Employees and otherwise complying with the WARN Act in connection with the termination of employment or reduction in work hours of any Company Employees on or after the Closing Date. Further, Buyer shall retain the Company Employees to the extent necessary to avoid any requirement that the Company deliver notifications with respect to any Company Employees or any individual employed by the Company within the 90-day period on or after the Closing Date pursuant to the WARN Act, if any. (c) The provisions of this Section 8.4 are solely for the benefit of the Parties and no employee or former employee or any other individual shall be regarded for any purpose as a third-party beneficiary of this Section 8.4 or have any cause of action or claim based on this Section 8.4. In no event shall the terms of this Agreement and in any event prior be deemed to the Closing, the Company (i) will seek stockholder approval that satisfies the requirements of Section 280G(b)(5)(B) of the Code of certain payments and benefits in the nature of compensation that wouldestablish, but for the approval described in this Section 6.11(d)amend or modify any Employee Plan, be treated as “parachute payments” under Section 280G of the Code (either alone Buyer Welfare Plan, or in conjunction with any other event)benefit plan, includingprogram, to the extent applicable, any such payments agreement or benefits arrangement maintained or accelerated vesting with respect to Company Benefit Plans and any other arrangements and payments or benefits pursuant to arrangements entered into by Parent or the Surviving Corporation and any “disqualified individual” prior to the Closing (collectively, the “Compensatory Arrangements”) such that, to the extent such amounts are approved sponsored by the stockholders Company, Buyer, or any of the Company as contemplated by this Section 6.11(d), no “disqualified individual” within the meaning of Section 280G of the Code would be subject to an excise tax under Section 4999 of the Code and payment of such amounts would not result in a loss of deduction under Section 280G of the Codetheir respective Affiliates; and (ii) make disclosure alter or limit the ability of the Compensatory Arrangements that satisfies the requirements Company, Buyer, or any of Section 280G of the Code their respective Affiliates, as applicable, to all stockholders of the Company entitled to vote under Section 280G of the Code. amend, modify, or terminate any Employee Plan or any Buyer Welfare Plan or terminate any employee; or (eiii) The parties hereto acknowledge and agree that all provisions contained in this Section 6.11 with respect to employees of the Acquired Companies are included for the sole benefit of the respective parties hereto and shall not create confer upon any employee, former employee, or any other individual any right (i) in any other Personto employment or continued employment, including any employees, former employees, any participant benefits or any beneficiary thereof in any Company Benefit Plan or Parent Plan or (ii) to continued employment service with the Company, any of its SubsidiariesBuyer, Parent or the Surviving Corporation. After the Effective Time, nothing contained in this Section 6.11 is intended to be or shall be considered to be an amendment of any plan, program, agreement, arrangement or policy of the Company, any of its Subsidiaries, Parent or the Surviving Corporation nor shall it interfere with Parent’s, the Surviving Corporation’s or any of its Subsidiaries’ right to amend, modify or terminate any Company Benefit Plan or to terminate the employment of any employee of the Acquired Companies for any reasontheir respective Affiliates. (f) The Surviving Corporation shall promptly pay to the recipients thereof the Employee Potential Payments – Contingent as they become due (and in any event within five (5) Business Days thereafter) other than any payment due to the Sole MIA Participant. Promptly (and in any event within five (5) Business Days) after such time that any Employee Potential Payment – Contingent becomes no longer payable to the intended recipient (whether because it is forfeited, unearned, waived or otherwise not paid), the Surviving Corporation shall pay such Employee Potential Payment – Contingent to the Stockholders’ Representative for further distribution to the Payment Parties.

Employment and Benefit Arrangements. For at least twelve (a12) Parent agrees months following the Closing Date, the Purchaser shall cause the Surviving Corporation to cause provide employees of the Surviving Corporation and its Subsidiaries to, for a period of one year following the Closing Date (the “Benefits Continuation Period”), provide with compensation and benefits to Continuing Employees substantially similar in the aggregate that is equivalent to the Continuing Employees as the compensation and benefits provided by the Company immediately to such employees prior to the Closing and to either (i) maintain in the aggregate. Employees effect on behalf of employees of the Acquired Companies immediately prior to the Closing who continue their employment with the Surviving Corporation or Company and its Subsidiaries following the Closing Date are hereinafter referred to as the “Continuing Employees.” (b) For purposes of eligibilityall employment, vesting severance, termination, consulting, retirement and the determination of the level of benefits under the other compensation and benefit and compensation plans, programs, arrangements, agreements and arrangements policies (other than any equity-based plans) of Parent, the Surviving Corporation Company or any its Subsidiaries as in effect as of their respective Subsidiaries in which Continuing Employees are eligible to participate following the Closing date hereof (the “Parent Company Plans”) or (ii) provide all employees of the Company and its Subsidiaries with such compensation and benefit plans, programs, arrangements, agreements and policies as are provided to similarly situated employees of the Purchaser; provided that such benefit plans, programs, arrangements, agreements and policies provide a level of benefits that in the aggregate is substantially equivalent to the aggregate level of benefits provided under the Company Plans as of the Closing. The Purchaser shall take all actions necessary so that employees of the Company and its Subsidiaries shall receive service credit for all purposes (other than level for purposes of benefits benefit accrual under a defined benefit pension plan plan) under any compensation or post-retirement health benefit plans, programs, arrangements, agreements and welfare plan)policies sponsored by the Purchaser or any of its Affiliates, Parent or the Surviving Corporation shall credit each Continuing Employee with his or her years of service with the Acquired Companies and any predecessor entities, except to the same extent as such Continuing Employee was entitled immediately prior to the Closing to credit for such service under any similar Company Benefit Plan, except where such crediting would result in duplication of benefits. (c) With respect to each Parent Plan benefits would result. To the extent that is a health or the Purchaser modifies any welfare benefit coverage or plan covering a Continuing Employee, Parent shall use its commercially reasonable efforts to ensure that its third party insurance carriers (including those under which the employees of the Surviving Corporation Company and its Subsidiaries) (i) for Subsidiaries participate, the calendar year in which the Effective Time occurs cause to be waived Purchaser shall waive any eligibility applicable waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under conditions or actively-at-work requirements and shall give such plan to the extent such were waived or satisfied employees credit under the comparable Company Benefit Plan immediately prior to the Effective Time and (ii) cause each Continuing Employee to be given credit under such plan new coverages or benefit plans for all amounts paid by such Continuing Employee under any similar Company Benefit Plan for the plan year that includes the Effective Time for purposes of applying deductibles, co-payments insurance and out-of-pocket maximums as though such amounts had payments that have been paid in accordance with during the terms and conditions of the applicable Parent Plan for the plan year in which the Effective Time such welfare benefit coverage or plan modification occurs. (d) As soon as reasonably practicable following the date of this Agreement and in . The Purchaser shall be solely responsible for any event prior to the Closing, the Company (i) will seek stockholder approval that satisfies the requirements of obligations arising under Section 280G(b)(5)(B) 4980B of the Code of certain payments and benefits with respect to all “M&A qualified beneficiaries” as defined in the nature of compensation that would, but for the approval described Treasury Regulation §54.4980B-9. Nothing in this Section 6.11(d)8.03 shall give any third party other than the parties to this Agreement, be treated as “parachute payments” under Section 280G of the Code (either alone or in conjunction with including any other event), including, to the extent applicable, any such payments or benefits or accelerated vesting with respect to Company Benefit Plans and any other arrangements and payments or benefits pursuant to arrangements entered into by Parent or the Surviving Corporation and any “disqualified individual” prior to the Closing (collectively, the “Compensatory Arrangements”) such that, to the extent such amounts are approved by the stockholders employees of the Company as contemplated by this Section 6.11(d), no “disqualified individual” within the meaning of Section 280G of the Code would be subject to an excise tax under Section 4999 of the Code and payment of such amounts would not result in a loss of deduction under Section 280G of the Code; and (ii) make disclosure of the Compensatory Arrangements that satisfies the requirements of Section 280G of the Code to all stockholders of the Company entitled to vote under Section 280G of the Code. (e) The parties hereto acknowledge and agree that all provisions contained in this Section 6.11 with respect to employees of the Acquired Companies are included for the sole benefit of the respective parties hereto and shall not create any right (i) in any other Person, including any employees, former employees, any participant or any beneficiary thereof in any Company Benefit Plan or Parent Plan or (ii) to continued employment with the Company, any of its Subsidiaries, Parent or any right to enforce the Surviving Corporation. After the Effective Time, nothing contained in provisions of this Section 6.11 is intended 8.03 as a third-party beneficiary. To the extent that the loss of an officer position as contemplated by Section 1.07(b) or Section 4.01(f)(vi) would constitute grounds to resign with “good reason” under any Senior Management Agreement (as defined on the Affiliated Transaction Schedule), any rights or obligations to any employee party to any such Senior Management Agreement (including any severance payments) which arise under any such Senior Management Agreement as a result shall not be deemed a liability of the Company or its Subsidiaries for purposes of Net Working Capital and shall be considered to be an amendment of any plan, program, agreement, arrangement or policy the sole responsibility of the Company, any of its Subsidiaries, Parent or the Surviving Corporation nor shall it interfere with Parent’s, the Surviving Corporation’s or any of its Subsidiaries’ right to amend, modify or terminate any Company Benefit Plan or to terminate the employment of any employee of the Acquired Companies for any reasonPurchaser. (f) The Surviving Corporation shall promptly pay to the recipients thereof the Employee Potential Payments – Contingent as they become due (and in any event within five (5) Business Days thereafter) other than any payment due to the Sole MIA Participant. Promptly (and in any event within five (5) Business Days) after such time that any Employee Potential Payment – Contingent becomes no longer payable to the intended recipient (whether because it is forfeited, unearned, waived or otherwise not paid), the Surviving Corporation shall pay such Employee Potential Payment – Contingent to the Stockholders’ Representative for further distribution to the Payment Parties.

Employment and Benefit Arrangements. (a) Parent Buyer agrees to cause the Surviving Corporation and its Subsidiaries tothat, for a period of one (1) year following the Initial Closing (or, if earlier, until the date of termination of the relevant employee), the individuals who are employed by XxxxxXx or LicenseCo as of the Initial Closing Date, including such employees who are not actively working on the Initial Closing Date on account of illness, disability, or leave of absence (the each, an “Benefits Continuation PeriodEmployee”), provide compensation shall be eligible to receive cash compensation, bonus opportunities, and employee benefits to Continuing Employees substantially similar in the aggregate to the Continuing Employees that are each at least as the compensation favorable as that cash compensation, bonus opportunities, and employee benefits provided by the Company to Employees immediately prior to the Closing in the aggregatedate hereof. Buyer shall ensure that any employee benefit plans or programs it maintains or adopts with respect to Employees of the Acquired Companies immediately treat employment with BrandCo or LicenseCo prior to the Initial Closing who continue their Date the same as employment with Buyer or LicenseCo from and after the Surviving Corporation or its Subsidiaries following the Initial Closing Date are hereinafter referred to as the “Continuing Employees.” (b) For for purposes of eligibilityeligibility and vesting (including, vesting and the determination of the level of benefits under the benefit and compensation plans, programs, agreements and arrangements of Parentwithout limitation, the Surviving Corporation or satisfaction of any of their respective Subsidiaries in which Continuing Employees are eligible to participate following the Closing waiting periods under any welfare benefit plans maintained by Buyer (the “Parent Buyer Welfare Plans”)) (other than level and, for purposes of benefits under a defined benefit pension any vacation plan or post-retirement health and welfare plan), Parent or the Surviving Corporation shall credit each Continuing Employee policy it adopts with his or her years of service with the Acquired Companies and any predecessor entities, to the same extent as such Continuing Employee was entitled immediately prior to the Closing to credit for such service under any similar Company Benefit Plan, except where such crediting would result in duplication of benefits. (c) With respect to each Parent Plan that is a health or welfare Employees, benefit plan covering a Continuing Employee, Parent shall use its commercially reasonable efforts to ensure that its third party insurance carriers (including those of the Surviving Corporation and its Subsidiaries) (i) for the calendar year in which the Effective Time occurs cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any accrual. No pre-existing condition limitations limitations, exclusions or waiting periods applicable with respect to life and accidental death and dismemberment insurance, disability, sickness and accident and medical benefits under such plan the Buyer Welfare Plans will apply to Employees to the extent that such were waived limitations, exclusions or satisfied waiting periods exceed those in effect under the comparable Company Benefit Plan immediately prior to benefit plans maintained by LicenseCo as of the Effective Time and (ii) cause each Continuing Initial Closing Date. The Buyer Welfare Plans in which an Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Benefit Plan for participates after the plan year that includes the Effective Time Initial Closing Date will recognize, for purposes of applying deductiblessatisfying any deductible, co-payments pays and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the applicable Parent Plan for during the plan year in which the Effective Time Initial Closing Date occurs, any payment made by such Employee in such plan year prior to the Initial Closing Date toward deductibles, co-pays and out-of-pocket maximums in any corresponding Employee Plan. (b) Buyer shall be solely responsible for issuing, serving and delivering all orders and notices required, if any, pursuant to the Worker Adjustment and Retraining Notification Act (the “WARN Act”), as amended, or its state or mini-WARN state law equivalent, in connection with the termination of any employees of LicenseCo and/or BrandCo after the Initial Closing Date. Further, Buyer shall retain LicenseCo and BrandCo Employees to the extent necessary to avoid any requirement that LicenseCo and BrandCo deliver notifications with respect to any LicenseCo or BrandCo Employees or any individual employed by LicenseCo or BrandCo within the 90-day period prior to the Initial Closing Date pursuant to the WARN Act or its state or mini-WARN state law equivalent, if any. (c) Nothing in this Section 10.18, whether express or implied, shall: (i) confer upon any LicenseCo or BrandCo Employee or other Person any rights or remedies, including any right to employment or continued employment for any period or any terms or conditions of employment, or any third-party beneficiary rights hereunder; (ii) be interpreted to prevent or restrict Buyer or its Affiliates (including, following the Initial Closing Date, LicenseCo or BrandCo) from modifying or terminating the employment or terms of employment of any LicenseCo or BrandCo Employee, including the amendment or termination of any benefit or compensation plan, program, policy, Contract, agreement or arrangement, after the Initial Closing, other than as set forth in Section 7.13; or (iii) be treated as an establishment or an amendment or other modification of any Employee Plan or other compensation or benefit plan, program, policy, Contract, agreement or arrangement. (d) As soon as reasonably practicable following Following the date of this Agreement and in any event prior to the Initial Closing, the Company (i) will seek stockholder approval Parties agree that satisfies the requirements of Section 280G(b)(5)(B) of the Code of certain payments and benefits in the nature event that an Employee (or any other Person who may become an employee of compensation that wouldLicenseCo or RIV Capital US Services LLC after the Initial Closing Date) is requested to provide services to Seller, but for the approval described in this Section 6.11(dBeneficial Owners, or to their respective Affiliates (including the Legacy Entities), such services must be treated as “parachute payments” under Section 280G of the Code (either alone or provided in conjunction with any other event), including, to the extent applicable, any such payments or benefits or accelerated vesting with respect to Company Benefit Plans and any other arrangements and payments or benefits pursuant to arrangements entered into by Parent or the Surviving Corporation and any “disqualified individual” prior to the Closing (collectively, the “Compensatory Arrangements”) such that, to the extent such amounts are approved by the stockholders of the Company as contemplated by this Section 6.11(d), no “disqualified individual” within the meaning of Section 280G of the Code would be subject to an excise tax under Section 4999 of the Code and payment of such amounts would not result in a loss of deduction under Section 280G of the Code; and (ii) make disclosure of the Compensatory Arrangements that satisfies the requirements of Section 280G of the Code to all stockholders of the Company entitled to vote under Section 280G of the Code. (e) The parties hereto acknowledge and agree that all provisions contained in this Section 6.11 with respect to employees of the Acquired Companies are included for the sole benefit of the respective parties hereto and shall not create any right (i) in any other Person, including any employees, former employees, any participant or any beneficiary thereof in any Company Benefit Plan or Parent Plan or (ii) to continued employment accordance with the Company, any of its Subsidiaries, Parent or the Surviving Corporation. After the Effective Time, nothing contained in this Section 6.11 is intended to be or shall be considered to be an amendment of any plan, program, agreement, arrangement or policy of the Company, any of its Subsidiaries, Parent or the Surviving Corporation nor shall it interfere with Parent’s, the Surviving Corporation’s or any of its Subsidiaries’ right to amend, modify or terminate any Company Benefit Plan or to terminate the employment of any employee of the Acquired Companies for any reasonNew Jersey Services Agreement. (f) The Surviving Corporation shall promptly pay to the recipients thereof the Employee Potential Payments – Contingent as they become due (and in any event within five (5) Business Days thereafter) other than any payment due to the Sole MIA Participant. Promptly (and in any event within five (5) Business Days) after such time that any Employee Potential Payment – Contingent becomes no longer payable to the intended recipient (whether because it is forfeited, unearned, waived or otherwise not paid), the Surviving Corporation shall pay such Employee Potential Payment – Contingent to the Stockholders’ Representative for further distribution to the Payment Parties.

Employment and Benefit Arrangements. (a) Parent agrees to cause the Surviving Corporation and its Subsidiaries to, for a period of one year following the Closing Date (the “Benefits Continuation Period”), provide compensation and benefits to Continuing Employees substantially similar in the aggregate to the Continuing Employees as the compensation and benefits provided that individuals who are employed by the Company or any of Subsidiaries immediately prior to the Closing in the aggregate. Employees Date (each such employee, an “Affected Employee”) shall remain employees of the Acquired Companies immediately prior to the Closing who continue their employment with the Surviving Corporation or its such Subsidiaries following the Closing Date are hereinafter referred to as the “Continuing Employees.” (b) For purposes of eligibility, vesting and the determination of the level Effective Time, except to the extent such individuals voluntarily terminate their employment or terminate on account of benefits under death, retirement or disability; provided, however, that nothing contained herein shall confer upon any Affected Employee the benefit and compensation plans, programs, agreements and arrangements of Parent, right to continued employment by the Surviving Corporation or any of their respective its Subsidiaries in for any period of time after the Effective Time which Continuing Employees are eligible to participate following is not otherwise required by Law or Contract. (b) From and after the Closing (the “Parent Plans”) (other than level of benefits under a defined benefit pension plan or post-retirement health and welfare plan)Effective Time, Parent or shall cause the Surviving Corporation shall credit each Continuing Employee with his to honor all employment, collective bargaining, severance, termination and retirement agreements to which the Company or her years of service with the Acquired Companies and any predecessor entitiesa Subsidiary is a party, to the same extent as such Continuing Employee was entitled immediately prior to agreements are in effect on the Closing to credit for such service under any similar Company Benefit Plan, except where such crediting would result in duplication of benefitsdate hereof. (c) With respect to each Parent Plan that is For a health or welfare benefit plan covering a Continuing Employeeone year period following the Effective Time, Parent shall use its commercially reasonable efforts cause the Surviving Corporation to ensure that its third party insurance carriers (including provide those Affected Employees who are employees of the Surviving Corporation and its Subsidiaries) (i) for the calendar year in which or a Subsidiary at the Effective Time occurs cause with benefits that are, in the aggregate, substantially comparable and no less favorable to be waived any eligibility waiting periods, any evidence such employees as are the benefits of insurability requirements and the application of any pre-existing condition limitations under Company available to such plan to the extent such were waived or satisfied under the comparable Company Benefit Plan employees immediately prior to the Effective Time and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Benefit Plan for the plan year that includes the Effective Time 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 applicable Parent Plan for the plan year in which the Effective Time occursTime. (d) As soon as reasonably practicable following Parent shall take all actions required so that eligible employees of the Company or any Subsidiary shall receive service credit under Parent’s vacation, severance programs, pension plans and post-retirement welfare benefit plans, for the duration of their service with the Company and any Subsidiary (including, where applicable, past service credit with other entities recognized by the Company or its Subsidiaries prior to the date of this Agreement and in any event prior to the Closing, the Company (i) will seek stockholder approval that satisfies the requirements of Section 280G(b)(5)(B) of the Code of certain payments and benefits in the nature of compensation that would, but for the approval described in this Section 6.11(dAgreement), be treated as “parachute payments” under Section 280G of the Code (either alone or in conjunction with any other event), including, to the extent applicable, any such payments or benefits or accelerated vesting with respect to Company Benefit Plans and any other arrangements and payments or benefits pursuant to arrangements entered into by Parent or the Surviving Corporation and any “disqualified individual” prior to the Closing (collectively, the “Compensatory Arrangements”) such that, to the extent such amounts are approved by the stockholders of the Company as contemplated by this Section 6.11(d), no “disqualified individual” within the meaning of Section 280G of the Code would be subject to an excise tax under Section 4999 of the Code and payment of such amounts would not result in a loss of deduction under Section 280G of the Code; and (ii) make disclosure of the Compensatory Arrangements that satisfies the requirements of Section 280G of the Code to all stockholders of the Company entitled to vote under Section 280G of the Code. (e) The parties hereto acknowledge and agree that all provisions contained in of this Section 6.11 with respect 6.10 are not intended to employees of the Acquired Companies are included for the sole benefit of the respective parties hereto and shall not create any right (i) in any other Person, including any employees, former employees, any participant or any beneficiary thereof in any Company Benefit Plan or Parent Plan or (ii) to continued employment with the Company, any rights of its Subsidiaries, Parent or the Surviving Corporation. After the Effective Time, nothing contained in this Section 6.11 is intended to be or shall be considered to be an amendment of any plan, program, agreement, arrangement or policy of the Company, any of its Subsidiaries, Parent or the Surviving Corporation nor shall it interfere with Parent’s, the Surviving Corporation’s or any of its Subsidiaries’ right to amend, modify or terminate any Company Benefit Plan or to terminate the employment of any employee of the Acquired Companies for any reasonthird party beneficiaries. (f) The Surviving Corporation shall promptly pay to the recipients thereof the Employee Potential Payments – Contingent as they become due (and in any event within five (5) Business Days thereafter) other than any payment due to the Sole MIA Participant. Promptly (and in any event within five (5) Business Days) after such time that any Employee Potential Payment – Contingent becomes no longer payable to the intended recipient (whether because it is forfeited, unearned, waived or otherwise not paid), the Surviving Corporation shall pay such Employee Potential Payment – Contingent to the Stockholders’ Representative for further distribution to the Payment Parties.

Employment and Benefit Arrangements. (a) Parent agrees to cause the Surviving Corporation and its Subsidiaries to, for a period of For at least one year following the Closing Date, XXXX shall, or shall cause the Company or its Subsidiaries to, provide to employees of the Company or any of its Subsidiaries who remain employed following the Closing Date (the “Benefits Continuation PeriodContinuing Employees”), provide ) compensation and benefits to Continuing Employees (other than equity-based compensation or benefits) that are substantially similar equivalent in the aggregate to the Continuing Employees as the compensation and benefits provided by the Company to each such Continuing Employee immediately prior to the Closing Date. Further, for at least one year following the Closing, XXXX shall cause the Company and its Subsidiaries to continue the Company’s and its Subsidiaries’ existing severance policies on the date of this Agreement in respect of applicable employees. For the aggregate. Employees avoidance of doubt, all severance agreements listed on Section 4.5 of the Acquired Companies immediately prior to the Closing who continue Company Disclosure Schedule shall be honored in accordance with their employment with the Surviving Corporation or its Subsidiaries following the Closing Date are hereinafter referred to as the “Continuing Employeesterms.” (b) For purposes of eligibility, vesting and the determination XXXX shall take all actions required so that employees of the level Company and any of benefits its Subsidiaries shall receive service credit for employment with the Company or any Subsidiary for all purposes (other than benefit accrual under the a defined benefit and pension plan) under any successor benefit or compensation plans, programs, policies, contracts, agreements and arrangements of Parent, the Surviving Corporation sponsored by XXXX or any of their respective Subsidiaries in which Continuing Employees are eligible to participate following its Affiliates (including the Closing (the “Parent Plans”Company or any of its Subsidiaries) (other than level of benefits under a defined benefit pension any equity-based plan or post-retirement health and welfare planarrangement), Parent . To the extent that XXXX or the Surviving Corporation shall credit each Continuing Employee with his or her years any of service with the Acquired Companies and any predecessor entities, to the same extent as such Continuing Employee was entitled immediately prior to the Closing to credit for such service under any similar Company Benefit Plan, except where such crediting would result in duplication of benefits. (c) With respect to each Parent Plan that is a health or welfare benefit plan covering a Continuing Employee, Parent shall use its commercially reasonable efforts to ensure that its third party insurance carriers Affiliates (including those the Company or any of the Surviving Corporation and its Subsidiaries) (i) for the calendar year in modifies any coverage or benefit plan under which the Effective Time occurs employees of the Company or any of its Subsidiaries participate, XXXX shall waive or cause to be waived any eligibility applicable waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under such plan exclusions or actively-at-work requirements (to the extent such were waived or satisfied by such employee and/or his or her dependents under the comparable an analogous Company Benefit Plan immediately prior to the Effective Time such modification) and (ii) cause each Continuing Employee to be given shall give such employees and/or his or her dependents credit under such plan the new coverages or benefit plans for all amounts paid by such Continuing Employee under any similar Company Benefit Plan for the plan year that includes the Effective Time for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had payments that have been paid in accordance with the terms and conditions of the applicable Parent Plan for during the plan year in which the Effective Time such coverage or plan modification occurs. (dc) As soon The provisions of this Section 8.6 are solely for the benefit of the parties to this Agreement, and, notwithstanding any provision contained in this Agreement to the contrary, no current or former employee, officer, director or consultant of the Company or any of its Subsidiaries shall be regarded for any purpose as reasonably practicable following a third-party beneficiary of this Section 8.6. In no event shall the date terms of this Agreement and in any event prior be deemed to the Closing, the Company (i) will seek stockholder approval that satisfies the requirements of Section 280G(b)(5)(B) of the Code of certain payments and benefits in the nature of compensation that wouldestablish, but for the approval described in this Section 6.11(d), be treated as “parachute payments” under Section 280G of the Code (either alone amend or in conjunction with any other event), including, to the extent applicable, any such payments or benefits or accelerated vesting with respect to Company Benefit Plans and any other arrangements and payments or benefits pursuant to arrangements entered into by Parent or the Surviving Corporation and any “disqualified individual” prior to the Closing (collectively, the “Compensatory Arrangements”) such that, to the extent such amounts are approved by the stockholders of the Company as contemplated by this Section 6.11(d), no “disqualified individual” within the meaning of Section 280G of the Code would be subject to an excise tax under Section 4999 of the Code and payment of such amounts would not result in a loss of deduction under Section 280G of the Code; and (ii) make disclosure of the Compensatory Arrangements that satisfies the requirements of Section 280G of the Code to all stockholders of the Company entitled to vote under Section 280G of the Code. (e) The parties hereto acknowledge and agree that all provisions contained in this Section 6.11 with respect to employees of the Acquired Companies are included for the sole benefit of the respective parties hereto and shall not create any right (i) in any other Person, including any employees, former employees, any participant or any beneficiary thereof in modify any Company Benefit Plan or Parent Plan Company Benefit Agreement or (iiany other “employee benefit plan” as defined in Section 3(3) to continued employment with the Companyof ERISA, or any of its Subsidiaries, Parent or the Surviving Corporation. After the Effective Time, nothing contained in this Section 6.11 is intended to be or shall be considered to be an amendment of any other benefit plan, program, agreementagreement or arrangement maintained or sponsored by the Company, arrangement XXXX or policy any of their respective Affiliates, (ii) alter or limit the ability of the Company, any of its Subsidiaries, Parent or the Surviving Corporation nor shall it interfere with Parent’s, the Surviving Corporation’s XXXX or any of its Subsidiaries’ right their respective Subsidiaries to amend, modify or terminate any Company Benefit Plan or Company Benefit Agreement or any other benefit or employment plan, program, agreement or arrangement after the Closing Date or (iii) confer upon or guarantee any current or former employee, officer, director or consultant, any right to terminate employment or service or continued employment or continued service with the Company, XXXX or any of their respective Subsidiaries, or constitute or create an employment of agreement with any employee of the Acquired Companies for any reasonPerson. (f) The Surviving Corporation shall promptly pay to the recipients thereof the Employee Potential Payments – Contingent as they become due (and in any event within five (5) Business Days thereafter) other than any payment due to the Sole MIA Participant. Promptly (and in any event within five (5) Business Days) after such time that any Employee Potential Payment – Contingent becomes no longer payable to the intended recipient (whether because it is forfeited, unearned, waived or otherwise not paid), the Surviving Corporation shall pay such Employee Potential Payment – Contingent to the Stockholders’ Representative for further distribution to the Payment Parties.

Employment and Benefit Arrangements. (a) Parent agrees to cause From and after the Surviving Corporation and its Subsidiaries toClosing Date, for a period of one year following not less than (1) year, Purchaser shall cause the Companies to provide the Employees (other than former or retired Employees), pension and welfare benefits (but not cash incentive or equity-based compensation) that are in the aggregate, either, (i) not less favorable than those provided to them by the Companies immediately before the Closing Date or, (ii) not less favorable than the “Benefits Continuation Period”)pension and welfare benefits (but not cash incentive or equity-based compensation) provided to similarly situated employees of Purchaser, provide compensation and benefits to Continuing Employees substantially similar in Purchaser’s sole discretion; provided that nothing herein shall prevent the aggregate to the Continuing Employees as the compensation and benefits provided by the amendment or termination of any Company immediately prior to the Closing in the aggregate. Employees of the Acquired Companies immediately prior to the Closing who continue their employment Benefit Plan or interfere with the Surviving Corporation Companies’ right or its Subsidiaries following the Closing Date obligation to make such changes as are hereinafter referred necessary to as the “Continuing Employeesconform with applicable law.” (b) For purposes of eligibility, vesting and the determination of the level of benefits under the benefit and compensation plans, programs, agreements programs and arrangements of ParentPurchaser relating to pension and welfare benefits (but not cash incentive or equity-based compensation) (each, the Surviving Corporation or any of their respective Subsidiaries in which Continuing Employees are eligible to participate following the Closing (the a “Parent PlansPurchaser Benefit Plan”) ), each Employee (other than level of benefits under a defined benefit pension plan former or post-retirement health and welfare plan), Parent or the Surviving Corporation retired Employees) shall credit each Continuing Employee be credited with his or her all years of service with the Acquired Companies and any predecessor entities, to the same extent as for which such Continuing Employee was entitled immediately prior to credited before the Closing to credit for such service Date under any similar comparable Company Benefit PlanPlans for purposes of eligibility and vesting and benefit levels where benefit levels depend on length of service (but not for the purpose of benefit accrual or any early retirement subsidies or severance). In addition, except where such crediting would result in duplication of benefits. (c) With respect to each Parent Plan that is a health or welfare benefit plan covering a Continuing Employee, Parent shall use its commercially reasonable efforts to ensure that its third party insurance carriers (including those and without limiting the generality of the Surviving Corporation and its Subsidiaries) (i) for the calendar year in which the Effective Time occurs cause to be waived foregoing, Purchaser shall waive any eligibility applicable waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under conditions or actively-at-work requirements and shall give such plan to the extent such were waived or satisfied employees credit under the comparable Company Benefit Plan immediately prior to the Effective Time and (ii) cause each Continuing Employee to be given credit under such plan new coverages or benefit plans for all amounts paid by such Continuing Employee under any similar Company Benefit Plan for the plan year that includes the Effective Time for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had payments that have been paid in accordance with during the terms and conditions of the applicable Parent Plan for the plan year in which the Effective Time transaction occurs. (dc) As soon as reasonably practicable following the date of this Agreement and in any event prior to the Closing, the Company (i) will seek stockholder approval that satisfies the requirements of Section 280G(b)(5)(B) of the Code of certain payments and benefits in the nature of compensation that would, but for the approval described in this Section 6.11(d), be treated as “parachute payments” under Section 280G of the Code (either alone or in conjunction with any other event), including, to the extent applicable, any such payments or benefits or accelerated vesting with respect to Company Benefit Plans and any other arrangements and payments or benefits pursuant to arrangements entered into by Parent or the Surviving Corporation and any “disqualified individual” prior to the Closing (collectively, the “Compensatory Arrangements”) such that, to the extent such amounts are approved by the stockholders of the Company as contemplated by this Section 6.11(d), no “disqualified individual” within the meaning of Section 280G of the Code would be subject to an excise tax under Section 4999 of the Code and payment of such amounts would not result in a loss of deduction under Section 280G of the Code; and (ii) make disclosure of the Compensatory Arrangements that satisfies the requirements of Section 280G of the Code to all stockholders of the Company entitled to vote under Section 280G of the Code. (e) The parties hereto acknowledge and agree that all provisions Nothing contained in this Section 6.11 with respect to employees Agreement shall restrict the ability of the Acquired Companies are included for the sole benefit of the respective parties hereto Purchaser and shall not create any right (i) in any other Person, including any employees, former employees, any participant or any beneficiary thereof in any Company Benefit Plan or Parent Plan or (ii) to continued employment with the Company, any of its Subsidiaries, Parent or the Surviving Corporation. After the Effective Time, nothing contained in this Section 6.11 is intended to be or shall be considered to be an amendment of any plan, program, agreement, arrangement or policy of the Company, any of its Subsidiaries, Parent or the Surviving Corporation nor shall it interfere with Parent’s, the Surviving Corporation’s or any of its Subsidiaries’ right to amend, modify or terminate any Company Benefit Plan or affiliates to terminate the employment of any employee Employee for any reason at any time after the effective date of his or her employment with Purchaser and its Affiliates. (d) Purchaser acknowledges and agrees that immediately following the Closing, all of the Acquired Employees (other than former or retired Employees) will be employees of the applicable Company at which he or she was employed immediately prior to the Closing. Except as otherwise provided in this Agreement, Purchaser shall be responsible for (and Seller shall not be responsible for) all obligations and liabilities to Employees (other than former or retired Employees not listed on Schedule 5.3(d)) that are payable after the Closing Date, including without limitation obligations for (i) compensation, salary, commissions, and accrued vacation, and (ii) performance incentives, severance, retention payments, benefits, and other obligations under or arising from the written agreements and items set forth on Schedule 5.3(d); provided, however that, Seller shall be responsible for, and shall indemnify Purchaser against, obligations and liabilities for (i) any special payments to be made to Employees whose employment with any of the Companies is terminated within six (6) months after the Closing Date and which payments are made pursuant to written agreements not set forth on Schedule 5.3(d) and that were entered into on or prior to the Closing Date and (ii) performance incentives and retention payments, which payments are made pursuant to written agreements not set forth on Schedule 5.3(d) and that were entered into on or prior to the Closing Date. (e) Seller shall be responsible for (and Buyer shall not be responsible for) all obligations and liabilities to Employees payable in the ordinary course of the business of the Companies, and consistent with past practices, including without limitation the payroll cycle of the Companies, prior to the Closing Date except that Purchaser shall reimburse Seller for salary payments (less any reasonemployee health plan premiums) due and paid to Employees (other than former or retired Employees) on the next payroll date of November 4, 2005; provided that, the Closing Date occurs on or prior to such date. (f) The Surviving Corporation Purchaser acknowledges that each Company Benefit Plan for Employees based in the United States is sponsored by Seller and that the Companies shall promptly cease to be participating employers (i) on the Closing Date, with respect to such Company Benefit Plans that are not Welfare Benefit Plans providing medical or dental benefits (the “Health Plans”) and (ii) following the end of the Benefit Transition Period (as defined in Section 5.3(h)), with respect to the Health Plans. Seller shall be responsible for all payments to, or required under, such Company Benefit Plans and for any of the obligations and payments under the Shared Health Plan (as defined in Schedule 3.15(e)) for any Employees who terminated employment on or prior to the Closing Date. Neither Purchaser nor any of the Companies shall have any obligation to continue any Company Benefit Plan including, but not limited to, the Shared Health Plan. (g) For purposes of the Seller’s Key Employee Incentive Stock Option Plan, dated June 11, 1998, as amended October 12, 2000 and November 16, 2001 (the “Option Plan”), Seller shall, within ten (10) business days after the Closing Date, pay to the recipients thereof the any Employee Potential Payments – Contingent as they become due (and in any event within five (5) Business Days thereafter) other than retired or former Employees) holding any payment due outstanding rights (the “Options”) under the Option Plan that are vested and exercisable on the Closing Date an amount equal to (i) the number of such vested and exercisable shares (the “Vested Shares”) underlying such Options, multiplied by (ii) the difference of (A) the price of Seller’s Common Stock at the close of trading of NASDAQ on October 31, 2005 (the “Closing Market Price”), less (b) the exercise price to purchase the Vested Shares (the “Option Exercise Price”); provided, however that to the Sole MIA Participantextent that the Closing Market Price is less than the Option Exercise Price, then no such payment shall be due for such Vested Shares. (h) Notwithstanding the provisions of Section 5.3(d): (i) For the period commencing on the Closing Date and ending on December 31, 2005 (the “Benefit Transition Period”), Seller shall provide that all Employees who are employed by any of the Companies as of the Closing Date shall continue to be covered by the Health Plans in which such Employees participated immediately prior to the Closing Date, in each case, according to the terms of such plans as if the transactions contemplated in this Agreement had not occurred. Promptly New Employees hired during the Benefits Transition Period will not be entitled to enroll in the Health Plans. (and in any event within five i) During the Benefit Transition Period, Seller shall provide group health plan continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, (5“COBRA”) Business Days) after such time that with respect to any Employee Potential Payment – Contingent becomes no longer payable or qualified beneficiary who experiences a qualifying event during the Benefit Transition Period. After the Benefit Transition Period, Purchaser shall provide, and have all liabilities and obligations related to, group health plan continuation coverage pursuant to COBRA with respect to any Employee or qualified beneficiary who experiences an initial qualifying event after the Closing Date. Seller shall be responsible for all liabilities and obligations related to group health plan continuation coverage pursuant to COBRA with respect to any Employee or qualified beneficiary who experiences a qualifying event on or prior to the intended recipient Closing Date. (whether because it is forfeitedii) Within fifteen (15) days following each of November 30, unearned2005 and December 31, waived or otherwise not paid)2005, Seller shall prepare and deliver to Purchaser a report reflecting the Surviving Corporation shall pay such Employee Potential Payment – Contingent amount of all premiums paid by Seller related to the Stockholders’ Representative Health Plans coverage of Employees (or their covered beneficiaries) during each of November and December, respectively. Not later than the fifth business day following receipt of such report, Purchaser shall reimburse Seller for further distribution to the Payment Partiesamount of such premiums.

Employment and Benefit Arrangements. (a) Parent agrees to cause the Surviving Corporation From and its Subsidiaries to, for a period of one year following after the Closing Date (Date, the “Benefits Continuation Period”)Company and the Subsidiaries shall honor all employment, provide severance, termination, consulting, retirement and other compensation and benefits benefit plans, policies, arrangements and agreements to Continuing Employees substantially similar which the Company or any Subsidiary is a party in accordance with their terms. With respect to any Employee Benefit Plans in which any employees of the aggregate Company and the Subsidiaries participate on or after the Closing, the Company and the Subsidiaries shall: (i) waive all pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to such employees, except to the Continuing Employees as extent such pre-existing conditions, exclusions or waiting periods applied under the compensation and benefits provided by the Company similar plan in effect immediately prior to the Closing Closing; (ii) provide each such employee with credit for any co-payments and deductibles paid (to the same extent such credit was given for the year under the similar plan in the aggregate. Employees of the Acquired Companies effect immediately prior to the Closing who continue their employment Closing) in satisfying any applicable deductible or out-of-pocket requirements; and (iii) recognize all continuous service of the Company’s and each Subsidiary’s employees with the Surviving Corporation Company or its Subsidiaries following any of the Closing Date are hereinafter referred to Subsidiaries, as the “Continuing Employees.” applicable, for all purposes (b) For including for purposes of eligibility, vesting determining future vacation entitlements and the determination of severance amounts under any vacation or severance program for which service is used to determine the level of benefits benefits, eligibility to participate and vesting credit, but excluding benefit accruals to the extent permitted by applicable Laws) under the benefit and compensation plans, programs, agreements and arrangements of Parent, the Surviving Corporation or any of their respective Subsidiaries Employee Benefit Plan in which Continuing Employees are such employees may be eligible to participate following after the Closing (Closing; provided that the “Parent Plans”) (other than level of benefits under a defined benefit pension plan or post-retirement health and welfare plan), Parent or the Surviving Corporation foregoing shall credit each Continuing Employee with his or her years of service with the Acquired Companies and any predecessor entities, not apply to the same extent as such Continuing Employee was entitled immediately prior to the Closing to credit for such service under any similar Company Benefit Plan, except where such crediting it would result in a duplication of benefits. (cb) With respect to each Parent Plan that is a health or welfare benefit plan covering a Continuing Employee, Parent shall use its commercially reasonable efforts to ensure that its third party insurance carriers (including those of the Surviving Corporation and its Subsidiaries) (i) for the calendar year in which the Effective Time occurs cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under such plan Prior to the extent such were waived Closing Date, the Company shall adopt a board resolution or satisfied under consent terminating the comparable Company Benefit Plan immediately prior to the Effective Time and (iiAirpax Corporation, LLC 401(k) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Benefit Plan for the plan year that includes the Effective Time for purposes of applying deductiblesRetirement Savings Account Plan, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the applicable Parent Plan for the plan year in which the Effective Time occurs. (d) As soon as reasonably practicable following the date of this Agreement and in any event prior to conditioned on the Closing, the Company (i) will seek stockholder approval that satisfies the requirements of Section 280G(b)(5)(B) of the Code of certain payments and benefits in the nature of compensation that would, but for the approval described in this Section 6.11(d), be treated as “parachute payments” under Section 280G of the Code (either alone or in conjunction with any other event), including, adopt a plan amendment to the extent applicable, any reflect such payments or benefits or accelerated vesting with respect to Company Benefit Plans and any other arrangements and payments or benefits pursuant to arrangements entered into by Parent or the Surviving Corporation and any “disqualified individual” prior to the Closing (collectively, the “Compensatory Arrangements”) such that, to the extent such amounts are approved by the stockholders of the Company as contemplated by this Section 6.11(d), no “disqualified individual” within the meaning of Section 280G of the Code would be subject to an excise tax under Section 4999 of the Code and payment of such amounts would not result in a loss of deduction under Section 280G of the Code; and (ii) make disclosure of the Compensatory Arrangements that satisfies the requirements of Section 280G of the Code to all stockholders of the Company entitled to vote under Section 280G of the Codetermination. (e) The parties hereto acknowledge and agree that all provisions contained in this Section 6.11 with respect to employees of the Acquired Companies are included for the sole benefit of the respective parties hereto and shall not create any right (i) in any other Person, including any employees, former employees, any participant or any beneficiary thereof in any Company Benefit Plan or Parent Plan or (ii) to continued employment with the Company, any of its Subsidiaries, Parent or the Surviving Corporation. After the Effective Time, nothing contained in this Section 6.11 is intended to be or shall be considered to be an amendment of any plan, program, agreement, arrangement or policy of the Company, any of its Subsidiaries, Parent or the Surviving Corporation nor shall it interfere with Parent’s, the Surviving Corporation’s or any of its Subsidiaries’ right to amend, modify or terminate any Company Benefit Plan or to terminate the employment of any employee of the Acquired Companies for any reason. (f) The Surviving Corporation shall promptly pay to the recipients thereof the Employee Potential Payments – Contingent as they become due (and in any event within five (5) Business Days thereafter) other than any payment due to the Sole MIA Participant. Promptly (and in any event within five (5) Business Days) after such time that any Employee Potential Payment – Contingent becomes no longer payable to the intended recipient (whether because it is forfeited, unearned, waived or otherwise not paid), the Surviving Corporation shall pay such Employee Potential Payment – Contingent to the Stockholders’ Representative for further distribution to the Payment Parties.

Employment and Benefit Arrangements. (a) Parent agrees to cause The Purchaser shall take all actions required so that employees of the Surviving Corporation Company and its Subsidiaries to, for a period who are employed by the Company or its Subsidiaries as of one year following the Closing Date (the “Benefits Continuation Period”), provide compensation and benefits to Continuing Employees substantially similar in the aggregate to the Continuing Employees as the compensation and benefits provided by the Company immediately prior to the Closing in the aggregate. Employees shall receive service credit for periods of the Acquired Companies immediately prior to the Closing who continue their employment with the Surviving Corporation or Company and its Subsidiaries following the Closing Date are hereinafter referred to as the “Continuing Employees.” (b) For for purposes of eligibilityeligibility and vesting, vesting for purposes of determining future vacation or paid time off accruals and the determination for purposes of the level of determining severance benefits under the any employee benefit and compensation plans, programs, agreements plans and arrangements of Parent, the Surviving Corporation or any of their respective Subsidiaries in which Continuing Employees are eligible to they participate following the Closing (the “Parent Plans”) (other than level of benefits under a defined benefit pension plan or post-retirement health and welfare plan), Parent or the Surviving Corporation shall credit each Continuing Employee with his or her years of service with the Acquired Companies and any predecessor entities, to the same extent as such Continuing Employee was entitled immediately prior to the Closing to credit for such service under any similar Company Benefit Plan, except where such crediting would result in duplication of benefits. (c) With respect to each Parent Plan that is a health or welfare benefit plan covering a Continuing Employee, Parent Date. The Purchaser shall use its commercially reasonable efforts to ensure that its third party insurance carriers (including those of the Surviving Corporation and its Subsidiaries) (i) for the calendar year in which the Effective Time occurs cause to be waived waive any eligibility applicable waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under conditions or actively-at-work requirements and shall give such plan to the extent such were waived or satisfied employees credit under the comparable Company Benefit Plan immediately prior to the Effective Time and (ii) cause each Continuing Employee to be given credit under such plan new coverages or benefit plans for all amounts paid by such Continuing Employee under any similar Company Benefit Plan for the plan year that includes the Effective Time for purposes of applying deductibles, co-payments insurance and out-of-pocket maximums as though such amounts had payments that have been paid in accordance with during the terms and conditions of the applicable Parent Plan for the plan year in which the Effective Time Closing Date occurs. (d) As soon as reasonably practicable following the date of this Agreement and in any event prior to . This Section 6.07 shall survive the Closing, and shall be binding on all successors and assigns of the Purchaser, the Company (i) will seek stockholder approval and its Subsidiaries. During the twelve month period following the Closing, Purchaser shall take all actions required so that satisfies the requirements of Section 280G(b)(5)(B) employees of the Code Company and its Subsidiaries (determined as of certain payments the Closing Date) that continue to be employed by the Company or its Subsidiaries after the Closing Date receive base compensation, bonus opportunities and benefits that, in the nature of compensation aggregate, are no less favorable than that would, but for the approval described in this Section 6.11(d), be treated as “parachute payments” under Section 280G of the Code (either alone or in conjunction with any other event), including, to the extent applicable, any such payments or benefits or accelerated vesting with respect to Company Benefit Plans and any other arrangements and payments or benefits pursuant to arrangements entered into by Parent or the Surviving Corporation and any “disqualified individual” provided immediately prior to the Closing (collectively, the “Compensatory Arrangements”) such that, to the extent such amounts are approved by the stockholders of the Company as contemplated by this Section 6.11(d), no “disqualified individual” within the meaning of Section 280G of the Code would be subject to an excise tax under Section 4999 of the Code and payment of such amounts would not result in a loss of deduction under Section 280G of the Code; and (ii) make disclosure of the Compensatory Arrangements that satisfies the requirements of Section 280G of the Code to all stockholders of the Company entitled to vote under Section 280G of the Code. (e) The parties hereto acknowledge and agree that all provisions Date. Nothing contained in this Section 6.11 Agreement is intended by the parties to constitute a plan amendment or to create any obligations of the parties with respect to employees of the Acquired Companies are included for the sole benefit of the respective parties hereto and shall not create any right (i) in any other Person, including any employees, former employees, any participant or any beneficiary thereof in any Company Benefit Plan or Parent Plan or (ii) to continued employment with the Company, any of its Subsidiaries, Parent or the Surviving Corporation. After the Effective Time, nothing contained in this Section 6.11 is intended to be or shall be considered to be an amendment of any plan, program, agreement, arrangement or policy of the Company, any of its Subsidiaries, Parent or the Surviving Corporation nor shall it interfere with Parent’s, the Surviving Corporation’s or any of its Subsidiaries’ right to amend, modify or terminate any Company Benefit Plan or to terminate the employment of any employee of the Acquired Companies for any reason. (f) The Surviving Corporation shall promptly pay to the recipients thereof the Employee Potential Payments – Contingent as they become due (and in any event within five (5) Business Days thereafter) other than any payment due to the Sole MIA Participant. Promptly (and in any event within five (5) Business Days) after such time that any Employee Potential Payment – Contingent becomes no longer payable to the intended recipient (whether because it is forfeited, unearned, waived or otherwise not paid), the Surviving Corporation shall pay such Employee Potential Payment – Contingent to the Stockholders’ Representative for further distribution to the Payment PartiesBenefit Plan.

Employment and Benefit Arrangements. (a) Parent agrees to From and after the Effective Time, the Purchaser shall cause the Surviving Corporation Entity to honor all employment, severance, termination, consulting, retirement and other compensation and benefit plans, programs, policies, contracts, arrangements and agreements to which the Company and/or any of its Subsidiaries tois a party, for a period of as such plans, programs, policies, contracts, arrangements and agreements are in effect on the date hereof (it being understood that this Section 7.04 shall not be deemed to prohibit the Purchaser or the Surviving Entity from amending, modifying, replacing or terminating such arrangements in accordance with their terms). For at least one year following the Closing Date (Effective Time, the “Benefits Continuation Period”), Purchaser shall or shall cause the Surviving Entity to provide to employees of the Company or any of its Subsidiaries compensation and benefits to Continuing Employees that are substantially similar equivalent in the aggregate to the Continuing Employees as the compensation and benefits provided by the Company to such employees immediately prior to the Closing in the aggregateEffective Time. Employees The Purchaser shall take all actions required so that employees of the Acquired Companies immediately prior to the Closing who continue their employment with the Surviving Corporation or Company and any of its Subsidiaries following the Closing Date are hereinafter referred to as the “Continuing Employees.” (b) For shall receive service credit for purposes of eligibilityvesting, vesting eligibility and the determination of the level amount of sick leave, vacations and severance benefits under the any successor benefit and or compensation plans, programs, policies, contracts, agreements and arrangements of Parent, sponsored by the Surviving Corporation Purchaser or any of their respective Subsidiaries in which Continuing Employees are eligible to participate following its Affiliates (including the Closing (the “Parent Plans”Company or any of its Subsidiaries) (other than level any equity-based plan or arrangement); provided, however, that such credit shall not result in a duplication of benefits and, for the avoidance of doubt, the Purchaser shall not be required to provide credit for such service for eligibility or benefit accrual purposes under any employee benefit plan of the Purchaser or the Surviving Entity that is a long-term incentive program, defined benefit pension plan or post-retirement health and welfare medical plan), Parent . To the extent that the Purchaser or any of its Affiliates (including the Company or any of its Subsidiaries) modifies any coverage or benefit plan under which the employees of the Surviving Corporation shall credit each Continuing Employee with his Entity or her years any of service with the Acquired Companies and any predecessor entities, to the same extent as such Continuing Employee was entitled immediately its Subsidiaries participate prior to the Closing to credit for such service under any similar Company Benefit Plan, except where such crediting would result in duplication end of benefits. (c) With respect to each Parent Plan that is a health or welfare benefit plan covering a Continuing Employee, Parent shall use its commercially reasonable efforts to ensure that its third party insurance carriers (including those of the Surviving Corporation and its Subsidiaries) (i) for the calendar year in which the Effective Time occurs cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under such plan to the extent such were waived or satisfied under the comparable Company Benefit Plan immediately prior to the Effective Time and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Benefit Plan for the plan year that includes the Effective Time Time, the Purchaser shall use reasonable best efforts to waive or cause to be waived any applicable waiting periods, pre-existing condition exclusions or actively-at-work requirements and shall give such employees credit under the new coverages or benefit plans for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had payments that have been paid in accordance with the terms and conditions of the applicable Parent Plan for during the plan year in which the Effective Time Date occurs. The Purchaser shall be solely responsible for any obligations arising under Section 4980B of the Code with respect to all “M&A Qualified Beneficiaries” as defined in Treasury Regulation § 54.4980B-9. (db) As soon as reasonably practicable following This Section 7.04 shall survive the date consummation of the Merger at the Effective Time, is intended to benefit the Company, its Subsidiaries and the Surviving Entity and shall be binding on all successors and assigns of the Purchaser and the Surviving Entity. Without limiting the generality of Section 12.11, no provision of this Section 7.04 shall create any third party beneficiary or other rights in any current or former employee, independent contractor or other service provider (including any beneficiary or dependent thereof) of the Company or any of its Subsidiaries in respect of continued employment (or resumed employment) with the Surviving Entity and no provision of this Section 7.04 shall create any rights in any such Persons in respect of any benefits that may be provided, directly or indirectly, under any Plan or any plan or arrangement that may be established by the Purchaser or the Surviving Entity. No provision of this Agreement and in any event prior to the Closing, the Company shall (i) will seek stockholder approval that satisfies be construed to establish, amend, or modify any Plan, or (ii) subject to compliance with the requirements of Section 280G(b)(5)(B) of the Code of certain payments and benefits in the nature of compensation that would, but for the approval described in this Section 6.11(d7.04(a), be treated as “parachute payments” under Section 280G of the Code (either alone or in conjunction with any other event), including, to the extent applicable, any such payments or benefits or accelerated vesting with respect to Company Benefit Plans and any other arrangements and payments or benefits pursuant to arrangements entered into by Parent or the Surviving Corporation and any “disqualified individual” prior to the Closing (collectively, the “Compensatory Arrangements”) such that, to the extent such amounts are approved by the stockholders of the Company as contemplated by this Section 6.11(d), no “disqualified individual” within the meaning of Section 280G of the Code would be subject to an excise tax under Section 4999 of the Code and payment of such amounts would not result in constitute a loss of deduction under Section 280G of the Code; and (ii) make disclosure of the Compensatory Arrangements that satisfies the requirements of Section 280G of the Code to all stockholders of the Company entitled to vote under Section 280G of the Code. (e) The parties hereto acknowledge and agree that all provisions contained in this Section 6.11 with respect to employees of the Acquired Companies are included for the sole benefit of the respective parties hereto and shall not create any right (i) in any other Person, including any employees, former employees, any participant or any beneficiary thereof in any Company Benefit Plan or Parent Plan or (ii) to continued employment with the Company, any of its Subsidiaries, Parent or the Surviving Corporation. After the Effective Time, nothing contained in this Section 6.11 is intended to be or shall be considered to be an amendment of any plan, program, agreement, arrangement or policy of the Company, any of its Subsidiaries, Parent or the Surviving Corporation nor shall it interfere with Parent’s, the Surviving Corporation’s or any of its Subsidiaries’ right limitation on rights to amend, modify or terminate after the Effective Date any Company Benefit Plan or to terminate the employment of any employee of the Acquired Companies for any reasonPlan. (f) The Surviving Corporation shall promptly pay to the recipients thereof the Employee Potential Payments – Contingent as they become due (and in any event within five (5) Business Days thereafter) other than any payment due to the Sole MIA Participant. Promptly (and in any event within five (5) Business Days) after such time that any Employee Potential Payment – Contingent becomes no longer payable to the intended recipient (whether because it is forfeited, unearned, waived or otherwise not paid), the Surviving Corporation shall pay such Employee Potential Payment – Contingent to the Stockholders’ Representative for further distribution to the Payment Parties.

Employment and Benefit Arrangements. (a) Parent agrees to cause the Surviving Corporation and its Subsidiaries to, for a period Each employee of one year following the Closing Date (the “Benefits Continuation Period”), provide compensation and benefits to Continuing Employees substantially similar in the aggregate to the Continuing Employees as the compensation and benefits provided by the Company immediately prior and the Subsidiary entitled to the Closing any compensation or benefits arising in the aggregate. Employees of the Acquired Companies immediately prior to the Closing who continue their connection with such employee’s employment with the Surviving Corporation or its Subsidiaries following Company and/or the Closing Date are hereinafter Subsidiary shall be referred to as the a “Continuing EmployeesCompany Employee.” (b) For purposes of eligibilityFrom and after the Closing, vesting and the determination Buyer shall, or shall cause the Company or one of the level Buyer’s subsidiaries, as applicable, to: (i) honor, pay, perform and satisfy any and all liabilities or obligations to or in respect of benefits under the benefit and compensation plans, programs, agreements and arrangements each Company Employee accrued as of Parent, the Surviving Corporation or any of their respective Subsidiaries in which Continuing Employees are eligible to participate following the Closing (the “Parent Plans”) (other than level of benefits under a defined benefit pension plan or post-retirement health and welfare plan), Parent or the Surviving Corporation shall credit each Continuing Employee with his or her years of service with the Acquired Companies and any predecessor entities, to the same extent as such Continuing Employee was entitled immediately prior to the Closing Closing; and, (ii) honor, pay, perform and satisfy all responsibilities to credit or in respect of each Company Employee in effect immediately prior to the Closing, which arise under the terms of or in connection with any plan or arrangement listed in Section 2.19 of the Disclosure Schedule and sponsored or maintained by the Company, including plans providing retirement, welfare, vacation or severance benefits, as in effect immediately prior to the Closing, including any obligation to provide legally mandated continuation of health care coverage for such service under any similar Company Benefit Plan, except where such crediting would result Employee which have accrued as of the Closing. All obligations covered by this Section are set forth in duplication Section 6.11 of benefitsthe Disclosure Schedule. (c) With respect to each Parent Plan that is a health any Employee Benefit Plans in which any Company Employees participate on or welfare benefit plan covering a Continuing Employeeafter the Closing, Parent the Buyer shall, or shall use its commercially reasonable efforts to ensure that its third party insurance carriers (including those of cause the Surviving Corporation and its Subsidiaries) Company to: (i) for the calendar year in which the Effective Time occurs cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any waive all pre-existing condition limitations under conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to such plan employees, except to the extent such were waived pre-existing conditions, exclusions or satisfied waiting periods applied under the comparable Company Benefit Plan similar plan in effect immediately prior to the Effective Time and Closing, except to the extent prohibited by the terms of the applicable Employee Benefit Plan; (ii) cause through the end of Buyer’s current fiscal year, provide each Continuing such Company Employee to be given with credit under such plan for all amounts paid by such Continuing Employee under any similar Company Benefit Plan for the plan year that includes the Effective Time for purposes of applying deductibles, co-payments and deductibles paid (to the same extent such credit was given for the year under the similar plan in effect immediately prior to the Closing) in satisfying any applicable deductible or out-of-pocket maximums as though such amounts had been paid in accordance with requirements (except to the extent prohibited by the terms and conditions of the applicable Parent Employee Benefit Plan); and (iii) recognize all continuous service of the Company Employees with the Company, as applicable, for all purposes (including for purposes of eligibility to participate, vesting credit and entitlement to benefits, but excluding benefit accrual under a defined benefit pension plan) under any Employee Benefit Plan for the plan year in which such Company Employees may be eligible to participate after the Effective Time occursClosing (except to the extent prohibited by the terms of the applicable Employee Benefit Plan and provided that the Company sponsored or maintained a similar plan prior to the Closing); provided that the foregoing shall not apply to the extent it would result in a duplication of benefits. In no event shall the provisions of this Section 6.11 in any way limit the Buyer’s ability to transition Company Employees from Company Plans to Employee Benefit Plans of the Buyer following the Closing. (d) As soon as reasonably practicable following the date No provision of this Agreement and in any event prior to the Closing, the Company Section 6.11 shall (i) will seek stockholder approval that satisfies the requirements of Section 280G(b)(5)(Bcreate any third-party beneficiary or other rights in any employee or former employee (including any beneficiary or dependent thereof) of the Code of certain payments and benefits in Company, the nature of compensation that wouldSubsidiary, but for the approval described in this Section 6.11(d), be treated as “parachute payments” under Section 280G of the Code (either alone or in conjunction with any other event)Person other than the Parties and their respective successors and permitted assigns, including, to the extent applicable, any such payments or benefits or accelerated vesting with respect to Company Benefit Plans and any other arrangements and payments or benefits pursuant to arrangements entered into by Parent or the Surviving Corporation and any “disqualified individual” prior to the Closing (collectively, the “Compensatory Arrangements”) such that, to the extent such amounts are approved by the stockholders of the Company as contemplated by this Section 6.11(d), no “disqualified individual” within the meaning of Section 280G of the Code would be subject to an excise tax under Section 4999 of the Code and payment of such amounts would not result in a loss of deduction under Section 280G of the Code; and (ii) make disclosure of constitute or create an employment agreement or (iii) constitute or be deemed to constitute an amendment to any Employee Benefit Plan sponsored or maintained by the Compensatory Arrangements that satisfies the requirements of Section 280G of the Code to all stockholders of the Company entitled to vote under Section 280G of the CodeBuyer or its Affiliates. (e) The parties hereto acknowledge and agree that all provisions contained in this Section 6.11 with respect to employees of Company Shareholder shall hold harmless the Acquired Companies are included for Buyer, the sole benefit of the respective parties hereto and shall not create any right (i) in any other PersonParent, including any employees, former employees, any participant or any beneficiary thereof in any Company Benefit Plan or Parent Plan or (ii) to continued employment with the Company, the Subsidiary and each of their affiliates for any of its Subsidiariesclaims, Parent Damages or obligations arising in connection with the Surviving Corporation. After the Effective Timeemployment of, nothing contained in this Section 6.11 is intended to be or shall be considered to be an amendment of any planbenefits provided to, program, agreement, arrangement or policy of Xxxxx Xxxxxx by the Company, any of its Subsidiariesthe Subsidiary, Parent or the Surviving Corporation nor shall it interfere with Parent’s, Company Shareholder prior to the Surviving Corporation’s or any of its Subsidiaries’ right to amend, modify or terminate any Company Benefit Plan or to terminate the employment of any employee of the Acquired Companies for any reasonClosing. (f) The Surviving Corporation shall promptly pay Parent will grant restricted stock at the beginning of the first fiscal quarter following Closing to key employees of the recipients thereof Company in accordance with the Employee Potential Payments – Contingent as they become due (and in any event within five (5) Business Days thereafter) other than any payment due to the Sole MIA Participant. Promptly (and in any event within five (5) Business Days) after such time that any Employee Potential Payment – Contingent becomes no longer payable to the intended recipient (whether because it is forfeited, unearned, waived or otherwise not paid), the Surviving Corporation shall pay such Employee Potential Payment – Contingent to the Stockholders’ Representative for further distribution to the Payment PartiesParent’s existing Long Term Incentive Plan.

Employment and Benefit Arrangements. (a) Parent agrees to From and after the Closing Date, the Purchaser shall cause the Surviving Corporation Company and its Subsidiaries toto honor all employment, for severance, termination, consulting, individual retirement, deferred compensation, retention, and other incentive compensation arrangements and agreements (including the Plans) set forth on Schedule 3.12(a) to which the Company and/or any of its Subsidiaries is a period party with respect to the employees or other individual service providers of one year following the Company or any of its Subsidiaries, as such arrangements and agreements are in effect on the Closing Date (it being understood that this Section 7.3 shall not be deemed to prohibit the “Benefits Continuation Period”Purchaser, the Company or any of its Subsidiaries from amending, modifying, replacing or terminating such arrangements and agreements in accordance with their terms), provide compensation and benefits to . The Purchaser shall take all actions required so that Continuing Employees substantially similar in the aggregate to the Continuing Employees as the compensation and benefits provided by shall receive credit for all service with the Company immediately and its Subsidiaries or their predecessors earned prior to the Closing in the aggregate. Employees of the Acquired Companies immediately prior to the Closing who continue their employment with the Surviving Corporation or its Subsidiaries following the Closing Date are hereinafter referred to as the “Continuing Employees.” (b) For for all purposes of eligibility, vesting and the determination of the level of benefits under the all benefit and compensation plans, programs, agreements policies, agreements, and arrangements of Parent, maintained by the Surviving Corporation Purchaser or any of their respective Subsidiaries its Affiliates in which the Continuing Employees are (and/or their dependents) may become eligible to participate following the Closing Date, including, as applicable, the Plans (the “Parent Purchaser Benefit Plans”) (other than level ), provided that no such service credit shall result in the duplication of benefits under a defined benefit pension plan for the same period of service. The Purchaser and its Affiliates shall waive or postcause to be waived all waiting periods, pre-retirement health and welfare plan), Parent existing conditions or the Surviving Corporation shall credit each Continuing Employee with his or her years of service with the Acquired Companies and any predecessor entities, actively-at-work requirements applicable to the same extent as such Continuing Employee was entitled immediately prior to Employees or their dependents under the Closing to credit for such service under any similar Company Purchaser Benefit Plan, except where such crediting would result in duplication of benefits. (c) With respect to each Parent Plan that is a health or welfare benefit plan covering a Continuing Employee, Parent Plans and shall use its take commercially reasonable efforts to ensure that its third party insurance carriers (including those of the Surviving Corporation and its Subsidiaries) (i) for the calendar year in which the Effective Time occurs cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under such plan to the extent such were waived or satisfied give Continuing Employees credit under the comparable Company Purchaser Benefit Plan immediately prior to the Effective Time and (ii) cause each Continuing Employee to be given credit under such plan Plans that are group health plans for all amounts paid by such Continuing Employee under any similar Company Benefit Plan for the plan year that includes the Effective Time for purposes of applying deductibles, co-payments insurance and out-of-pocket maximums as though such amounts had payments that have been paid in accordance with incurred under the terms and conditions of the applicable Parent Plan for Plans that are group health plans during the plan year in which such Continuing Employees begin participating in the Effective Time occursPurchaser Benefit Plans that are group health plans. For the twelve month period following the Closing Date, the Purchaser shall take all actions so that each Continuing Employee who continues to be employed by the Purchaser or the Company or any of its Subsidiaries (i) receives base compensation and bonus opportunities that are no less favorable than the base compensation and bonus opportunities provided by the Company or its Subsidiaries as of the date hereof, as set forth on Schedule 3.17(a), (ii) receives benefits that, in the aggregate, are substantially comparable to those benefits provided to or available to such Continuing Employee under the Plans set forth on Schedule 3.12(a) as in effect on the date hereof (excluding severance benefits, equity or equity-related incentives, retention, change in control, transaction or similar bonuses and arrangements, defined benefit pension, retiree health or welfare benefits, non-qualified retirement benefits, and non-qualified deferred compensation), and (iii) to the extent that any such Continuing Employee is terminated for other than “cause”, receives severance pay and benefits that are no less than the severance pay and benefits that would be payable to a similarly situated employee of the Purchaser under the Purchaser’s severance program or policy or other applicable plan or agreement in effect as of the date of termination. (b) For a period of 90 days after the Closing Date, the Purchaser shall not, and shall not allow the Company or any of its Subsidiaries to, terminate employees of the Company or any of its Subsidiaries in such numbers as would trigger any liability under the WARN Act or similar legislation. The Purchaser shall cause the Company and its Subsidiaries to comply with any and all applicable notice or filing requirements under the WARN Act or similar legislation. The Purchaser and its Affiliates shall be solely responsible for any obligations arising under Section 4980B of the Code with respect to all “M&A qualified beneficiaries” as defined in Treasury Regulation §54.4980B-9. (c) Nothing in this Section 7.3 (whether express or implied) shall (i) be considered or deemed to establish, amend, or modify any Plan or any other benefit or compensation plan, program, policy, agreement, arrangement, or contract or (ii) confer any rights or benefits (including any third-party beneficiary rights) on any Person other than the parties to this Agreement. (d) As soon as reasonably practicable following the date of this Agreement and in any event prior Prior to the Closing, the Company shall have taken the necessary steps to (i) amend the Bearing Engineers, Inc. 401(k) Retirement Plan to permit that loan notes be transferred or directly rolled over to another plan that will seek stockholder approval that satisfies accept the requirements of Section 280G(b)(5)(B) transfer or rollover of the Code of certain payments and benefits in the nature of compensation that would, but for the approval described in this Section 6.11(d), be treated as “parachute payments” under Section 280G of the Code (either alone or in conjunction with any other event), including, to the extent applicable, any such payments or benefits or accelerated vesting with respect to Company Benefit Plans and any other arrangements and payments or benefits pursuant to arrangements entered into by Parent or the Surviving Corporation and any “disqualified individual” prior to the Closing (collectively, the “Compensatory Arrangements”) such that, to the extent such amounts are approved by the stockholders of the Company as contemplated by this Section 6.11(d), no “disqualified individual” within the meaning of Section 280G of the Code would be subject to an excise tax under Section 4999 of the Code and payment note upon termination of such amounts would not result in a loss of deduction under Section 280G of the Code; Plan, and (ii) make disclosure of terminate, or to cause its Subsidiaries to terminate, the Compensatory Arrangements that satisfies the requirements of Section 280G of the Code to all stockholders of the Company entitled to vote under Section 280G of the Code. (eBearing Engineers, Inc. 401(k) The parties hereto acknowledge and agree Retirement Plan, which termination shall provide that all provisions contained affected participants in this Section 6.11 with respect to employees of the Acquired Companies are included for the sole benefit of the respective parties hereto and shall not create any right (i) in any other Person, including any employees, former employees, any participant or any beneficiary thereof in any Company Benefit Plan or Parent Plan or (ii) to continued employment with the Company, any of its Subsidiaries, Parent or the Surviving Corporation. After the Effective Time, nothing contained in this Section 6.11 is intended to be or such plan shall be considered to be an amendment of any fully vested in their account balances under such plan, program, agreement, arrangement or policy of the Company, any of its Subsidiaries, Parent or the Surviving Corporation nor shall it interfere with Parent’s, the Surviving Corporation’s or any of its Subsidiaries’ right to amend, modify or terminate any Company Benefit Plan or to terminate the employment of any employee of the Acquired Companies for any reason. (f) The Surviving Corporation shall promptly pay to the recipients thereof the Employee Potential Payments – Contingent as they become due (and in any event within five (5) Business Days thereafter) other than any payment due to the Sole MIA Participant. Promptly (and in any event within five (5) Business Days) after such time that any Employee Potential Payment – Contingent becomes no longer payable to the intended recipient (whether because it is forfeited, unearned, waived or otherwise not paid), the Surviving Corporation shall pay such Employee Potential Payment – Contingent to the Stockholders’ Representative for further distribution to the Payment Parties.

Employment and Benefit Arrangements. (a) Parent agrees to From and after the Closing Date, the Buyer shall cause the Surviving Corporation Company and its the Subsidiaries to honor all employment, severance, termination, consulting, retirement, paid time off and other compensation and benefit plans, arrangements and agreements to which the Company or any Subsidiary is a party, as such plans, arrangements and agreements are in effect on the Closing Date, provided, that nothing in this Agreement shall prevent the Buyer or the Company from amending or terminating such plans, arrangements or agreements at any time after the Closing as the Buyer or the Company deems appropriate. Without limiting the generality of the foregoing, the Buyer shall make all required payments, pursuant to, and in accordance with, the Sale Bonus Agreements in accordance with Section 2.03(b)(ix). Notwithstanding anything to the contrary, Buyer will also pay bonuses under the 2008 fiscal year management bonus plan to current employees of the Company in an amount that is no less than the related accrual taken into account in determining the Net Working Capital Amount. With respect to any employee benefit plans of the Buyer (the "Buyer Benefit Plans") in which any employees of the Company and the Subsidiaries (the "Company Employees") participate on or after the Closing, the Buyer shall or shall cause the Company and the Subsidiaries to: (i) waive all pre-existing conditions, for a period of one year following the Closing Date (the “Benefits Continuation Period”)exclusions and waiting periods with respect to participation and coverage requirements applicable to each Company Employee, provide compensation and benefits to Continuing Employees substantially similar in the aggregate except to the Continuing Employees as extent such pre-existing conditions, exclusions or waiting periods applied or were not satisfied under the compensation and benefits provided by the similar Employee Benefit Plan in which such Company Employee was participating immediately prior to the Closing in Closing; and (ii) recognize under the aggregate. Employees Buyer Benefit Plans all continuous service of the Acquired Companies immediately prior to the Closing who continue their employment each Company Employee with the Surviving Corporation or its Subsidiaries following the Closing Date are hereinafter referred to as the “Continuing Employees.” (b) For purposes of eligibility, vesting and the determination of the level of benefits under the benefit and compensation plans, programs, agreements and arrangements of Parent, the Surviving Corporation Company or any of their respective Subsidiaries in which Continuing Employees are eligible the Subsidiaries, as applicable, for purposes of eligibility to participate following participate, vesting credit, entitlement to benefits and for the Closing (the “Parent Plans”) (other than level purpose of benefits determining severance and future vacation accruals, but not for purposes of benefit accrual under a defined benefit pension plan or post-retirement plan; provided that the foregoing shall not apply to the extent it could reasonably be expected to in a duplication of benefits. On and after the Closing Date, the Company Employees shall continue to participate in the Employee Benefit Plans that are group health and welfare plan)plans in which they participated immediately before the Closing Date until at least December 31, Parent or 2008. If administratively feasible, the Surviving Corporation shall credit each Continuing Employee with his or her years of service with Buyer will make the Acquired Companies and any predecessor entitiesCompany Employees eligible to participate in the Buyer Benefit Plans that are group health plans effective January 1, 2009, subject to the same extent as such Continuing Employee was entitled immediately prior terms and conditions that are applicable to the Closing to credit for such service under any similar Company Benefit Plan, except where such crediting would result in duplication of benefits. (c) With respect to each Parent Plan that is a health or welfare benefit plan covering a Continuing Employee, Parent shall use its commercially reasonable efforts to ensure that its third party insurance carriers (including those other similarly situated employees of the Surviving Corporation and its Subsidiaries) (i) Buyer. If it is not administratively feasible for the calendar year Buyer to make the Company Employees eligible to participate in which the Effective Time occurs cause to be waived any eligibility waiting periodsBuyer Benefit Plans that are group health plans effective January 1, any evidence 2009, the Company Employees will continue participating in the Employee Benefit Plans that are group health plans until the end of insurability requirements and the application of any pre-existing condition limitations under such plan to the extent such were waived or satisfied under the comparable Company Benefit Plan immediately prior to the Effective Time and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Benefit Plan for the plan year that includes of each such Employee Benefit Plan and will then become eligible to participate in such Buyer Benefit Plans, subject to the Effective Time for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the same terms and conditions of the that are applicable Parent Plan for the plan year in which the Effective Time occurs. (d) As soon as reasonably practicable following the date of this Agreement and in any event prior to the Closing, the Company (i) will seek stockholder approval that satisfies the requirements of Section 280G(b)(5)(B) of the Code of certain payments and benefits in the nature of compensation that would, but for the approval described in this Section 6.11(d), be treated as “parachute payments” under Section 280G of the Code (either alone or in conjunction with any other event), including, to the extent applicable, any such payments or benefits or accelerated vesting with respect to Company Benefit Plans and any other arrangements and payments or benefits pursuant to arrangements entered into by Parent or the Surviving Corporation and any “disqualified individual” prior to the Closing (collectively, the “Compensatory Arrangements”) such that, to the extent such amounts are approved by the stockholders of the Company as contemplated by this Section 6.11(d), no “disqualified individual” within the meaning of Section 280G of the Code would be subject to an excise tax under Section 4999 of the Code and payment of such amounts would not result in a loss of deduction under Section 280G of the Code; and (ii) make disclosure of the Compensatory Arrangements that satisfies the requirements of Section 280G of the Code to all stockholders of the Company entitled to vote under Section 280G of the Code. (e) The parties hereto acknowledge and agree that all provisions contained in this Section 6.11 with respect to similarly situated employees of the Acquired Companies are included for the sole benefit of the respective parties hereto and shall not create any right (i) in any other Person, including any employees, former employees, any participant or any beneficiary thereof in any Company Benefit Plan or Parent Plan or (ii) to continued employment with the Company, any of its Subsidiaries, Parent or the Surviving Corporation. After the Effective Time, nothing contained in this Section 6.11 is intended to be or shall be considered to be an amendment of any plan, program, agreement, arrangement or policy of the Company, any of its Subsidiaries, Parent or the Surviving Corporation nor shall it interfere with Parent’s, the Surviving Corporation’s or any of its Subsidiaries’ right to amend, modify or terminate any Company Benefit Plan or to terminate the employment of any employee of the Acquired Companies for any reasonBuyer. (f) The Surviving Corporation shall promptly pay to the recipients thereof the Employee Potential Payments – Contingent as they become due (and in any event within five (5) Business Days thereafter) other than any payment due to the Sole MIA Participant. Promptly (and in any event within five (5) Business Days) after such time that any Employee Potential Payment – Contingent becomes no longer payable to the intended recipient (whether because it is forfeited, unearned, waived or otherwise not paid), the Surviving Corporation shall pay such Employee Potential Payment – Contingent to the Stockholders’ Representative for further distribution to the Payment Parties.