Common use of Employment and Benefit Arrangements Clause in Contracts

Employment and Benefit Arrangements. The Purchaser shall take all actions required so that employees of the Company and its Subsidiaries who are employed by the Company or its Subsidiaries as of the Closing Date shall receive service credit for periods of employment with the Company and its Subsidiaries for purposes of eligibility and vesting, for purposes of determining future vacation or paid time off accruals and for purposes of determining severance benefits under any employee benefit plans and arrangements in which they participate following the Closing Date. The Purchaser shall use commercially reasonable efforts to waive any applicable waiting periods, pre-existing conditions or actively-at-work requirements and shall 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 the Closing Date occurs. This Section 6.07 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 following the Closing, Purchaser shall take all actions required so that the employees of the Company and its Subsidiaries (determined as of 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 aggregate, are no less favorable than that provided immediately prior to the Closing Date. Nothing contained in this Agreement is intended by the parties to constitute a plan amendment or to create any obligations of the parties with respect to any Employee Benefit Plan.

Employment and Benefit Arrangements. The Purchaser (a) From and after the Closing Date, Buyer shall take all actions required so that employees of cause the Company and its Subsidiaries to comply in all material respects with the terms of all legally binding employment, severance, termination, consulting, retirement and other compensation and benefit plans, arrangements and agreements to which the Company or any Subsidiary is a party and which are disclosed on Schedule 4.13, as such plans, arrangements and agreements are in effect on the date hereof. For the period of twelve (12) months after the Closing Date, Buyer shall cause the Company and its Subsidiaries to provide their non-union-represented employees who are were employed by with the Company or its Subsidiaries as of the Closing Date with wages, bonus opportunities and employee benefits that are no less favorable in the aggregate to the wages, bonus opportunities and employee benefits in effect in the aggregate for such persons as of the Closing Date (excluding any equity-based compensation and excluding any defined benefit pension and retiree medical benefits). With respect to union-represented employees, Buyer shall receive service credit for periods of employment with cause the Company and its Subsidiaries for purposes to comply with the terms and conditions of eligibility and vestingall applicable collective bargaining agreements, for purposes as may be modified from time-to-time. Nothing in this Article 7.03 is intended to represent a guarantee of determining future vacation employment or paid time off accruals and for purposes otherwise restrict the authority of determining severance benefits under the Company or any of its Subsidiaries to terminate the employment of any of their employees or, subject to the express provisions set forth in this Article 7.03, terminate or modify any individual Plan, subject to applicable law. With respect to any employee benefit plans and arrangements in which they any employees of the Company or its Subsidiaries participate following on or after the Closing Date. The Purchaser Closing, Buyer shall use commercially reasonable efforts to cause the Company and its Subsidiaries to: (a) waive any applicable waiting periods, all pre-existing conditions conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to such employees, except to the extent such pre-existing conditions, exclusions or actively-at-work requirements and shall give such employees credit waiting periods applied under the new coverages or benefit plans similar plan in effect immediately prior to the Closing; (b) provide each such employee with credit for deductibles, any co-insurance 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 payments that have been paid during the year in which the Closing Date occurs. This Section 6.07 shall survive the Closing, requirements; and shall be binding on (c) recognize all successors and assigns continuous service of the Purchaser, Company’s and each of its Subsidiaries’ employees with the Company and its Subsidiaries. During the twelve month period following the Closing, Purchaser shall take all actions required so that the employees or any of the Company and its Subsidiaries (determined as of the Closing Date) including continuous service with an entity that continue to be employed was previously acquired by the Company or its Subsidiaries 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 in which such employees may be eligible to participate after the Closing Date receive base compensation, bonus opportunities and benefits that, in Closing; provided that the aggregate, are no less favorable than that provided immediately prior foregoing shall not apply to the Closing Dateextent it would result in a duplication of benefits. Nothing contained in this Agreement This Article 7.03 is intended by solely for the benefit of the parties to constitute this Agreement and, except as expressly set forth in Article 11.15, no current or former employee, director or independent contractor or any other individual associated therewith shall be regarded for any purpose as a plan amendment or to create any obligations third-party beneficiary of the parties with respect Agreement, and nothing herein shall be construed as an amendment to any Employee Benefit PlanPlan or other employee benefit plan for any purpose.

Employment and Benefit Arrangements. From and after the Closing and solely to the extent disclosed or made available to the Purchaser in the Intralinks data site prior to the Closing, the Purchaser shall cause the Company Group to honor all employment, consulting, retirement and other compensation and benefit plans, arrangements and agreements to which the Company Group is a party with respect to employees of the Company Group, as such plans, arrangements and agreements are in effect on the date hereof. The Purchaser shall cause the Company Group to provide severance and termination arrangements and agreements to which the Company Group is a party with respect to the employees of the Company Group; provided that such arrangements and agreement do not require the payment of more than two weeks’ salary for each full year of employment with the Company Group. This Section 8.05 shall not be deemed to prohibit the Purchaser or the Company Group from amending, modifying, replacing, or terminating the plans, arrangements, or agreements referred to in the first two sentences of this Section 8.05 in accordance with their terms and applicable Law, subject to the Purchaser’s obligations under this Section 8.05 provided, however, that until December 31, 2018, Purchaser shall cause the Company and its Subsidiary to offer employees who are terminated without cause, severance of two weeks salary (or wages) for each full year of employment with the Company Group. The Purchaser shall take all actions required so that employees of the Company and its Subsidiaries who are employed by the Company or its Subsidiaries Group as of the Closing Date shall receive service credit for periods of employment with the Company and its Subsidiaries Group for purposes of eligibility and vesting, vesting purposes and for purposes of determining future vacation or paid time off accruals and for purposes of determining severance benefits amounts under any employee benefit plans and arrangements in which they participate following the Closing DateClosing. The Until December 31, 2018, the Purchaser shall use commercially reasonable efforts cause the Company Group to waive any applicable waiting periods, pre-existing conditions or actively-at-work requirements and shall give such employees credit under maintain the new coverages or welfare benefit plans for deductibles, co-insurance and out-of-pocket payments that have been paid during the year in which plan coverage provided prior to the Closing Date occursin all material respects. This Section 6.07 8.05 shall survive the Closing, and shall be binding on all successors and assigns of the PurchaserPurchaser and the Company Group. Until December 31, 2018, the Company and its Subsidiaries. During the twelve month period following the Closing, Purchaser shall take all actions required so that the employees of the Company and its Subsidiaries Group (determined as of the Closing DateClosing) that continue to be employed by the Company or its Subsidiaries after the Closing Date (i) receive base compensation, compensation and bonus opportunities that are no less favorable individually and in the aggregate than that provided immediately prior to the Closing, (ii) receive benefits that, in the aggregate, are substantially comparable to those benefits provided to such employees immediately prior to the Closing, and (iii) who involuntarily terminate employment from the Company Group during such period receive severance compensation and benefits that are no less favorable than those which would have been payable as a result of involuntary termination of employment under the severance plans, policies, agreements or arrangements that provided applied to such employees immediately prior to the Closing Dateto the extent such compensation, bonus opportunities, benefits, severance plans, policies, agreements, or arrangements under (i), (ii), and (iii) have been disclosed or made available to the Purchaser in the Intralinks data site prior to the Closing. Nothing contained in To the extent this Agreement is intended by Section 8.05 conflicts with an employment letter or retention letter, the parties to constitute a plan amendment employment letter or to create any obligations of the parties with respect to any Employee Benefit Planretention letter governs and controls.

Employment and Benefit Arrangements. (a) Immediately following the Closing, all of the employees who, at the Closing Date, were employed by the Company, either directly or through its co-employer relationship with Insperity, or its Affiliates, other than the employees listed on Schedule 7.04 (the “Continuing Employees”), will continue as employees of the Surviving Corporation or its Affiliate. Purchaser shall provide Continuing Employees with such compensation and benefit plans, programs, arrangements, agreements and policies as are provided to similarly situated employees of the Purchaser. The Purchaser shall take all actions required so that eligible employees of the Company and its Subsidiaries who are employed by the Company or its Subsidiaries as of the Closing Date shall receive service credit for periods of employment service with the Company and its Subsidiaries prior to the Closing Date for purposes of eligibility and vesting, for vesting purposes of determining future vacation or paid time off accruals and for purposes of determining severance benefits under any employee benefit plans and arrangements in which they participate following sponsored by the Closing DatePurchaser. The Purchaser shall use commercially reasonable efforts to waive any applicable waiting periods, pre-existing conditions or actively-at-work requirements and shall give such employees credit under the new coverages or benefit plans for deductibles, co-insurance payments and out-of-pocket payments that have been paid during the year in which such coverage or plan modification occurs. Except with respect to those Persons set forth on Schedule 7.04(a)(i), if the Closing Date occursemployment of any employee of the Company is terminated within six (6) months following the Closing, the Purchaser shall, subject to Section 8.02, pay (or cause the Surviving Corporation to pay) such employee a severance benefit that shall in no event be less than the severance benefit that would be derived from the Severance Matrix set forth on Schedule 4.21(e) attached hereto. 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. This Section 6.07 7.04 shall survive the Closingconsummation of the Merger at the Effective Time, is intended to benefit the Company, the Surviving Corporation, the employees of the Company, and the Surviving Corporation, and shall be binding on all successors and assigns of the PurchaserPurchaser and the Surviving Corporation. Employees who are on approved leaves of absence, the Company including disability leave, workers’ compensation leave, or any statutorily authorized leave, such as parental, family, medical, and its Subsidiariesmilitary leave, shall be Continuing Employees. During the twelve month period following the ClosingSchedule 7.04 contains a list of all Employees who are, Purchaser shall take all actions required so that the employees of the Company and its Subsidiaries (determined as of the Closing Date) that continue to be employed by the Company January 1, 2014, on approved leaves of absence or its Subsidiaries after the Closing Date receive base compensationwho are not yet on approved leave but who have, bonus opportunities as of January 1, 2014, made a written request for a leave of absence, including disability leave, workers’ compensation leave, or any statutorily authorized leave, such as parental, family, medical, and benefits that, in the aggregate, are no less favorable than that provided immediately prior to the Closing Date. Nothing contained in this Agreement is intended by the parties to constitute a plan amendment or to create any obligations of the parties with respect to any Employee Benefit Planmilitary leave.

Employment and Benefit Arrangements. (a) The Purchaser shall use its reasonable best efforts to take all actions required so that eligible employees of the Company and its Subsidiaries who are employed by the Company or its Subsidiaries as of the Closing Date shall receive service credit for periods of employment with respect to service with the Company and its Subsidiaries (or their predecessors) prior to the Closing Date for purposes of eligibility and eligibility, vesting, and, for purposes of determining future vacation or paid time off accruals and for purposes of determining 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 terms of any collective bargaining agreement, individual employment agreement or individual pension agreement) in which they each such employee is eligible to participate immediately following the Closing Date; provided, that such service will only be credited to the extent it was credited under an analogous Company Benefit Plan, and that no retroactive contributions will be required; provided further, except to the extent such credit would result in the duplication of benefits. The To the extent that, during the plan year in which the 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 one of its Affiliates to, use commercially its reasonable efforts to best efforts: (i) waive any applicable waiting periods, pre-existing conditions or actively-at-work requirements and shall (ii) 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 the Closing Date such coverage or plan modification occurs. This Section 6.07 7.08 shall survive the Closing, and shall be binding on all successors and assigns of the Purchaser, the Company and its Subsidiaries. During Through December 31, 2018 (or, if earlier, the twelve month period following date of a relevant employee’s termination), the Closing, Purchaser shall take all actions required so that the employees 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 the Closing Date receives (x) base compensation or wages, and cash bonus opportunities (excluding any equity or equity-related bonus opportunities), that continue to be employed are no less favorable than those provided by the Company or its Subsidiaries after to such employee immediately prior to the Closing Date receive base and (y) benefits (excluding any defined benefit pension, equity or equity-related, nonqualified deferred compensation, bonus opportunities and benefits thatpost-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, are no less favorable than that 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 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)) shall 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. Nothing contained 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 Agreement is intended by the parties to constitute a plan amendment or to create any obligations of the parties Section 7.08, with respect to any Employee Benefit Planemployees 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 employees are based. For the 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.

Employment and Benefit Arrangements. (a) From and after the Effective Time, the Purchaser shall cause the Surviving 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 is a party, 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 Effective Time, the Purchaser shall or shall cause the Surviving Entity to provide to employees of the Company or any of its Subsidiaries compensation and benefits that are substantially equivalent in the aggregate to the compensation and benefits provided to such employees immediately prior to the Effective Time. The Purchaser shall take all actions required so that employees of the Company and any of its Subsidiaries who are employed by the Company or its Subsidiaries as of the Closing Date shall receive service credit for periods of employment with the Company and its Subsidiaries for purposes of vesting, eligibility and vestingdetermination of the amount of sick leave, for purposes of determining future vacation or paid time off accruals vacations and for purposes of determining severance benefits under any successor benefit or compensation plans, programs, policies, contracts, agreements and arrangements sponsored by the Purchaser or any of its Affiliates (including the Company or any of its Subsidiaries) (other than 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 plans and arrangements in plan of the Purchaser or the Surviving Entity that is a long-term incentive program, defined benefit pension plan or post-retirement medical plan. 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 they the employees of the Surviving Entity or any of its Subsidiaries participate following prior to the Closing Date. The end of the plan year that includes the Effective Time, the Purchaser shall use commercially reasonable best efforts to waive or cause to be waived any applicable waiting periods, pre-existing conditions condition exclusions or actively-at-work requirements and shall give such employees credit under the new coverages or benefit plans for deductibles, co-insurance payments and out-of-pocket payments that have been paid during the plan year in which the Closing Effective 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 (b) This Section 6.07 7.04 shall survive the Closingconsummation 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 PurchaserPurchaser and the Surviving Entity. Without limiting the generality of Section 12.11, the Company and its Subsidiaries. During the twelve month period following the Closingno provision of this Section 7.04 shall create any third party beneficiary or other rights in any current or former employee, Purchaser shall take all actions required so that the employees independent contractor or other service provider (including any beneficiary or dependent thereof) of the Company and or any of its Subsidiaries in respect of continued employment (determined as or resumed employment) with the Surviving Entity and no provision of the Closing Date) this Section 7.04 shall create any rights in any such Persons in respect of any benefits that continue to may be employed provided, directly or indirectly, under any Plan or any plan or arrangement that may be established by the Company Purchaser or its Subsidiaries the Surviving Entity. No provision of this Agreement shall (i) be construed to establish, amend, or modify any Plan, or (ii) subject to compliance with the requirements of Section 7.04(a), constitute a limitation on rights to amend, modify or terminate after the Closing Effective Date receive base compensation, bonus opportunities and benefits that, in the aggregate, are no less favorable than that provided immediately prior to the Closing Dateany Plan. Nothing contained in this Agreement is intended by the parties to constitute a plan amendment or to create any obligations of the parties with respect to any Employee Benefit Plan.7.05

Employment and Benefit Arrangements. (a) From and after the Closing Date, the Purchaser shall cause the Company and its Subsidiaries to honor all employment, 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 party with respect to the employees or other individual service providers of 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 Purchaser, the Company or any of its Subsidiaries from amending, modifying, replacing or terminating such arrangements and agreements in accordance with their terms). The Purchaser shall take all actions required so that employees of the Company and its Subsidiaries who are employed by the Company or its Subsidiaries as of the Closing Date Continuing Employees shall receive service credit for periods of employment all service with the Company and its Subsidiaries or their predecessors earned prior to the Closing Date for all purposes of eligibility under all benefit and vestingcompensation plans, for purposes of determining future vacation or paid time off accruals and for purposes of determining severance benefits under any employee benefit plans programs, policies, agreements, and arrangements maintained by the Purchaser or any of its Affiliates in which they the Continuing Employees (and/or their dependents) may become eligible to participate following the Closing Date, including, as applicable, the Plans (the “Purchaser Benefit Plans”), provided that no such service credit shall result in the duplication of benefits for the same period of service. The Purchaser and its Affiliates shall use commercially reasonable efforts waive or cause to waive any applicable be waived all waiting periods, pre-existing conditions or actively-at-work requirements applicable to the Continuing Employees or their dependents under the Purchaser Benefit Plans and shall take commercially reasonable efforts to give such employees Continuing Employees credit under the new coverages or benefit Purchaser Benefit Plans that are group health plans for deductibles, co-insurance and out-of-pocket payments that have been paid incurred under the Plans that are group health plans during the plan year in which such Continuing Employees begin participating in the Closing Date occursPurchaser Benefit Plans that are group health plans. This Section 6.07 shall survive the Closing, and shall be binding on all successors and assigns of the Purchaser, the Company and its Subsidiaries. During For the twelve month period following the ClosingClosing Date, the Purchaser shall take all actions required so that each Continuing Employee who continues to be employed by the employees of Purchaser or the Company and or any of its Subsidiaries (determined as of i) receives base compensation and bonus opportunities that are no less favorable than the Closing Date) that continue to be employed base compensation and bonus opportunities provided by the Company or its Subsidiaries after as of the Closing Date receive base compensationdate hereof, bonus opportunities and 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 favorable than the severance pay and benefits that provided immediately prior would be payable to the Closing Date. Nothing contained in this Agreement is intended by the parties to constitute a plan amendment or to create any obligations similarly situated employee of the parties with respect to any Employee Benefit PlanPurchaser under the Purchaser’s severance program or policy or other applicable plan or agreement in effect as of the date of termination.

Employment and Benefit Arrangements. (a) The Purchaser shall take all actions required so that eligible employees of the Company and its Subsidiaries who are employed by the Company or its Subsidiaries as of the Closing Date shall receive service credit for periods of employment with respect to service with the Company and its Subsidiaries (or their predecessors) prior to the Closing Date for purposes of eligibility and vesting, for purposes of determining future vacation or paid time off accruals and for purposes of determining severance benefits vesting under any employee benefit plans and arrangements (excluding any defined benefit pension plans and equity or equity-related plans and arrangements) in which they each such employee is eligible to participate 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 duplication of benefits. The 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 the Closing Date such coverage or plan modification occurs. This Section 6.07 6.05 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 following the ClosingThrough December 31, 2016, Purchaser shall take all actions required so that the employees 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) receives base compensation and bonus opportunities (excluding any equity or equity-related opportunities) that continue to be employed are no less favorable than that provided by the Company or its Subsidiaries after to such employee immediately prior to the Closing Date receive base compensationDate, bonus opportunities and (ii) 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 employee is terminated for other than "cause" following the Closing and prior to December 31, 2016, receives severance pay that is no less favorable than the severance pay that provided would have been payable to such employee under the severance policy in effect immediately prior to the Closing Date. Nothing contained in this Agreement is intended by the parties to constitute a plan amendment or to create any obligations of the parties with respect to any Employee Benefit Plan.

Employment and Benefit Arrangements. (a) From and after the Effective Time, the Purchaser shall cause the Surviving 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 is a party, 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 Effective Time, the Purchaser shall or shall cause the Surviving Entity to provide to employees of the Company or any of its Subsidiaries compensation and benefits that are substantially equivalent in the aggregate to the compensation and benefits provided to such employees immediately prior to the Effective Time. The Purchaser shall take all actions required so that employees of the Company and any of its Subsidiaries who are employed by the Company or its Subsidiaries as of the Closing Date shall receive service credit for periods of employment with the Company and its Subsidiaries for purposes of vesting, eligibility and vestingdetermination of the amount of sick leave, for purposes of determining future vacation or paid time off accruals vacations and for purposes of determining severance benefits under any successor benefit or compensation plans, programs, policies, contracts, agreements and arrangements sponsored by the Purchaser or any of its Affiliates (including the Company or any of its Subsidiaries) (other than 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 plans and arrangements in plan of the Purchaser or the Surviving Entity that is a long-term incentive program, defined benefit pension plan or post-retirement medical plan. 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 they the employees of the Surviving Entity or any of its Subsidiaries participate following prior to the Closing Date. The end of the plan year that includes the Effective Time, the Purchaser shall use commercially reasonable best efforts to waive or cause to be waived any applicable waiting periods, pre-existing conditions condition exclusions or actively-at-work requirements and shall give such employees credit under the new coverages or benefit plans for deductibles, co-insurance payments and out-of-pocket payments that have been paid during the plan year in which the Closing Effective Date occurs. This Section 6.07 shall survive the Closing, and The Purchaser shall be binding on all successors and assigns solely responsible for any obligations arising under Section 4980B of the Purchaser, the Company and its Subsidiaries. During the twelve month period following the Closing, Purchaser shall take all actions required so that the employees of the Company and its Subsidiaries (determined as of 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 aggregate, are no less favorable than that provided immediately prior to the Closing Date. Nothing contained in this Agreement is intended by the parties to constitute a plan amendment or to create any obligations of the parties Code with respect to any Employee Benefit Planall “M&A Qualified Beneficiaries” as defined in Treasury Regulation § 54.4980B-9.

Employment and Benefit Arrangements. (a) From and after the Closing Date, the Purchaser shall cause the Company and its Subsidiaries to honor all employment, severance, termination, consulting, retirement and other compensation and benefit plans, arrangements and agreements to which the Company and/or its Subsidiaries is a party with respect to employees of the Company and its Subsidiaries, as such plans, arrangements and agreements are in effect on the date hereof (it being understood that this Section 6.07 shall not be deemed to prohibit the Purchaser, the Company or any of its Subsidiaries from amending, modifying, suspending, replacing or terminating such arrangements in accordance with their terms). The Purchaser shall take all actions required so that eligible employees of the Company and its Subsidiaries who are employed by the Company or its Subsidiaries as of the Closing Date shall receive service credit for periods of employment with respect to service with the Company and its Subsidiaries (or their predecessors) prior to the Closing Date for purposes of eligibility and vesting, for purposes of determining future vacation or paid time off accruals and for purposes of determining severance benefits vesting under any employee benefit plans and arrangements (excluding any defined benefit pension plans and equity or equity-related plans and arrangements) in which they each such employee is eligible to participate 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 duplication of benefits. The 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 waive any applicable waiting periods, pre-existing conditions or actively-at-work requirements and shall 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 the Closing Date such coverage or plan modification occurs. This Section 6.07 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 following the ClosingThrough December 31, 2015, Purchaser shall take all actions required so that the employees each employee of the Company and its Subsidiaries (determined as of the Closing Date) (i) receives base compensation and bonus opportunities (excluding any equity or equity-related opportunities) that continue to be employed are no less favorable than that provided by the Company or its Subsidiaries after to such employee immediately prior to the Closing Date receive base compensationDate, bonus opportunities and (ii) receives benefits that, in the aggregate, are substantially comparable to those benefits provided by the Company or its Subsidiaries to such employee immediately prior to the Closing Date and (iii) to the extent that any such employee is terminated for other than “cause” following the Closing, receives severance pay that is no less favorable than the severance pay that provided would have been payable to such employee under the severance policy in effect immediately prior to the Closing Date. Nothing contained in this Agreement is intended by the parties to constitute a plan amendment or to create any obligations of the parties with respect to any Employee Benefit Plan.