Common use of Employment and Benefit Matters Clause in Contracts

Employment and Benefit Matters. (a) For a period of one year following the Effective Date, Zoetis shall provide, or shall cause to be provided, to each Target Employee, following any consultation processes which are required by Law and or pursuant to existing contractual obligations: (i) base salary or wage rate that is no less favourable than the base salary or wage rate, as applicable, provided to such Target Employee immediately prior to the Effective Time; (ii) for Australian and Irish Target Employees, superannuation or pension payments (as applicable), that are no less favourable in the aggregate to the payments included in any total fixed remuneration provided to such Target Employee immediately prior to the Effective Time; (iii) cash bonus opportunities no less favourable in the aggregate than those provided to such Target Employee immediately prior to the Effective Time; (iv) equity compensation opportunities under the equity compensation plans of Zoetis or its Affiliates as may be determined by Zoetis (in its sole discretion), with such determination as to which Target Employees may be offered such an opportunity and the amount and terms and conditions of such opportunity to be made by Zoetis on an individual basis in a manner that is consistent with Zoetis’ determination with respect to its similarly situated employees; (v) employee benefits (excluding any cash incentive compensation, equity or equity-based compensation, defined benefit pension benefits, and post-employment health and welfare benefits) that, in the aggregate and when taken as a whole, are substantially comparable to those provided to the Target Employees immediately prior to the Effective Time; and (vi) severance benefits that are no less favourable than the severance benefits that would have been applicable immediately prior to the Effective Time to each Target Employee in accordance with the severance formula set forth in Schedule 2. (b) For the purposes of eligibility, vesting and determining the applicable level of vacation and other paid time off benefits (but not for purposes of any other benefit accrual), under the employee benefit plans pursuant to which Zoetis provides benefits to any Target Employee after the Effective Time (the “New Plans”), which shall exclude, for the avoidance of doubt, any benefits provided by, in whole or in part, a Governmental Body and workers’ compensation insurance, each Target Employee shall be credited with his or her years of service with the Target Group and its predecessors before the Effective Date, to the same extent as such Target Employee was entitled, before the Effective Time, to credit for such service under any similar Target Benefit Plan in which such Target Employee participated; provided, however, that the foregoing shall not apply to any cash incentive, equity or equity based plans or awards or to the extent that its application would result in a duplication of benefits with respect to the same period of service. (c) In addition, and without limiting the generality of the foregoing: for the purposes of each New Plan providing disability, medical, dental, pharmaceutical and/or vision benefits to any Target Employee, Zoetis shall use all reasonable endeavours to cause: (i) all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, unless and to the extent the individual was subject to such conditions under the comparable Old Plans; and (ii) any co-payments and deductibles paid by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for the purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan. (d) Where Zoetis maintains any of the Old Plans in full force and effect, the provisions of Clause 7.3(b) shall not apply with respect to the benefits available under such Old Plans unless and until Zoetis replaces such Old Plans with New Plans. Nothing in this Agreement shall require Zoetis to replace the Old Plans with New Plans. (e) Nothing in this Agreement shall confer upon any Target Employee or any other individual any right to continue in the employment or service of any member of the Target Group, Zoetis or any Affiliate of Zoetis, or shall interfere with or restrict in any way the rights of any member of the Target Group, Zoetis or any Affiliate of Zoetis, which rights are hereby expressly reserved, to discharge or terminate the services of any Target Employee or other individual at any time for any reason whatsoever, with or without cause. This Clause 7.3 is included for the sole benefit of the Parties to this Agreement. Notwithstanding any provision in this Agreement to the contrary, nothing in this Clause 7.3, express or implied, shall be deemed or construed (A) to prevent Zoetis from terminating or modifying to any extent or in any respect any Benefit Plan, (B) to be an amendment or other modification of any Target Benefit Plan or Benefit Plan of Zoetis, or (C) to create or confer any rights or remedies upon any current or former employee or other service provider of Zoetis, Target or any of their respective Affiliates (or any beneficiaries, dependents, or legal representatives thereof). (f) If requested by Zoetis, Target shall: (i) effective as of or prior to the Effective Time, cause the Target Group to terminate all qualified retirement plans with a 401(k) deferral feature, including the Nexvet US, Inc. 401(k) Profit Sharing Plan and Trust (all such plans, the “Target 401(k) Plans”); (ii) provide evidence reasonably satisfactory to Zoetis of such termination prior to the Effective Time; (iii) in connection with such termination, cause all of the account balances of the participants to become fully vested and non-forfeitable; (iv) cause the Target Group to make all necessary contributions as specified in the Target 401(k) Plans to the Target 401(k) Plans related to services performed prior to such termination; and (v) take any other action, or cause the Target Group to take any other action, required for such termination of the Company 401(k) Plans to be effective on or prior to the Effective Time. (g) If requested by Zoetis no less than thirty-five (35) days prior to the Effective Time, Target shall terminate the Paychex Agreement and participation in all Paychex Plans effective immediately prior to the Effective Time.

Employment and Benefit Matters. (a) For a period of one year following the Effective DateTime, Zoetis Holdco shall provide, or shall cause to be provided, to each Target Employee, following any consultation processes which are required by Law and or pursuant to existing contractual obligations: Covidien Employee (i) base salary or wage rate compensation that is no less favourable to such Covidien Employee than the base salary or wage rate, as applicable, compensation provided to such Target Covidien Employee immediately prior to the Effective Time; ; (ii) for Australian an annual cash bonus opportunity (performance metrics and Irish Target Employees, superannuation or pension payments target bonus as a percentage of base compensation) that is no less favorable than such Covidien Employee’s annual cash bonus opportunity (performance metrics and target bonus as applicable), a percentage of base compensation) in effect immediately prior to the Effective Time; and (iii) other compensation opportunities and benefits that are no less favourable substantially comparable, in the aggregate to the payments included in any total fixed remuneration those provided to such Target Covidien Employee immediately prior to the Effective Time; (iii) cash bonus opportunities no less favourable . Further, and notwithstanding any other provision of this Agreement to the contrary, Holdco shall or shall cause its applicable Subsidiary to, assume, honor and fulfill all Covidien Benefit Plans in the aggregate than those provided to such Target Employee accordance with their terms as in effect immediately prior to the Effective Time; (iv) equity compensation opportunities under date hereof or as subsequently amended as permitted pursuant to the equity compensation plans of Zoetis or its Affiliates as may be determined by Zoetis (in its sole discretion), with such determination as to which Target Employees may be offered such an opportunity and the amount and terms and conditions of such opportunity Covidien Benefit Plans or as permitted pursuant to be made by Zoetis on an individual basis in a manner that is consistent with Zoetis’ determination with respect to its similarly situated employees; (vClause 5.1(b)(iii) employee benefits (excluding any cash incentive compensation, equity or equity-based compensation, defined benefit pension benefits, and post-employment health and welfare benefits) that, in the aggregate and when taken as a whole, are substantially comparable to those provided to the Target Employees immediately prior to the Effective Time; and (vi) severance benefits that are no less favourable than the severance benefits that would have been applicable immediately prior to the Effective Time to each Target Employee in accordance with the severance formula set forth in Schedule 2of this Agreement. (b) For the purposes of eligibilityvesting, vesting eligibility to participate and determining the applicable level of vacation and other paid time off benefits (but not for purposes of any other benefit accrual), under the employee benefit plans pursuant to which Zoetis provides of Holdco and Medtronic providing benefits to any Target Employee Covidien Employees after the Effective Time (the “New Plans”), which shall exclude, for the avoidance of doubt, any benefits provided by, in whole or in part, a Governmental Body and workers’ compensation insurance, each Target Covidien Employee shall be credited with his or her years of service with the Target Covidien Group and its predecessors before the Effective DateTime, to the same extent as such Target Covidien Employee was entitled, before the Effective Time, to credit for such service under any similar Target Covidien Benefit Plan in which such Target Covidien Employee participated; providedparticipated or was eligible to participate immediately prior to the Effective Time, however, provided that the foregoing shall not apply with respect to any cash incentive, equity or equity based plans or awards benefit accrual under any defined benefit pension plan or to the extent that its application would result in a duplication of benefits with respect to the same period of service. (c) . In addition, and without limiting the generality of the foregoing: , (A) each Covidien Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is replacing comparable coverage under a Covidien Benefit Plan in which such Covidien Employee participated immediately before the Effective Time (such plans, collectively, the “Old Plans”), and (B) for the purposes of each New Plan providing disability, medical, dental, pharmaceutical and/or vision benefits to any Target Covidien Employee, Zoetis Holdco shall use all its commercially reasonable endeavours efforts to cause: cause (i1) all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, unless and to the extent the individual individual, immediately prior to entry in the New Plans, was subject to such conditions under the comparable Old Plans; , and (ii2) any co-payments and deductibles paid eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for the purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan. (c) Holdco and Medtronic hereby acknowledge that a “change of control” (or similar phrase) within the meaning of any Covidien Benefit Plan will occur at or prior to the Effective Time, as applicable. (d) Where Zoetis maintains any Medtronic and Covidien agree to the additional matters set forth in Clause 7.4(d) of the Old Plans in full force and effect, the provisions of Clause 7.3(b) shall not apply with respect to the benefits available under such Old Plans unless and until Zoetis replaces such Old Plans with New Plans. Nothing in this Agreement shall require Zoetis to replace the Old Plans with New PlansCovidien Disclosure Schedule. (e) Medtronic and Covidien shall cooperate in respect of consultation obligations and similar notice and bargaining obligations owed to any employees or consultants of Covidien or any Subsidiary of Covidien in accordance with all applicable Laws and works council or other bargaining agreements, if any. (f) Nothing in this Agreement shall confer upon any Target Covidien Employee or any other individual any right to continue in the employment employ or service of any member of the Target Group, Zoetis Holdco or Medtronic or any Affiliate of ZoetisMedtronic, or shall interfere with or restrict in any way the rights of any member of the Target Group, Zoetis Holdco or Medtronic or any Affiliate affiliate of ZoetisMedtronic, which rights are hereby expressly reserved, to discharge or terminate the services of any Target Covidien Employee or other individual at any time for any reason whatsoever, with or without cause. This Clause 7.3 is included for the sole benefit of the Parties to this Agreement. Notwithstanding any provision in this Agreement to the contrary, nothing in this Clause 7.3, express or implied, 7.4 shall (x) be deemed or construed (A) to prevent Zoetis from terminating or modifying to any extent or in any respect any Benefit Plan, (B) to be an amendment or other modification of any Target Covidien Benefit Plan or Benefit Plan employee benefit plan of ZoetisHoldco or Medtronic, or (Cy) to create or confer any third party rights or remedies upon in any current or former employee or other service provider or employee of ZoetisHoldco, Target Medtronic, Covidien or any of their respective Affiliates affiliates (or any beneficiaries, dependents, beneficiaries or legal representatives dependents thereof). (f) If requested by Zoetis, Target shall: (i) effective as of or prior to the Effective Time, cause the Target Group to terminate all qualified retirement plans with a 401(k) deferral feature, including the Nexvet US, Inc. 401(k) Profit Sharing Plan and Trust (all such plans, the “Target 401(k) Plans”); (ii) provide evidence reasonably satisfactory to Zoetis of such termination prior to the Effective Time; (iii) in connection with such termination, cause all of the account balances of the participants to become fully vested and non-forfeitable; (iv) cause the Target Group to make all necessary contributions as specified in the Target 401(k) Plans to the Target 401(k) Plans related to services performed prior to such termination; and (v) take any other action, or cause the Target Group to take any other action, required for such termination of the Company 401(k) Plans to be effective on or prior to the Effective Time. (g) If requested by Zoetis no less than thirty-five (35) days prior to the Effective Time, Target shall terminate the Paychex Agreement and participation in all Paychex Plans effective immediately prior to the Effective Time.

Employment and Benefit Matters. (a) 7.4.1. For a period of one year following the Effective DateTime, Zoetis Holdco shall provide, or shall cause to be provided, to each Target Employee, following any consultation processes which are required by Law and or pursuant to existing contractual obligations: Elan Employees (i) annual base salary (or wage rate annual base pay) that is no less favourable to such Elan Employee than the annual base salary (or wage rate, as applicable, annual base pay) provided to such Target Elan Employee prior to the Effective Time; (ii) an annual cash target bonus opportunity that is substantially comparable in the aggregate to the annual cash bonus opportunity provided to Elan Employees prior to the Effective Time and (iii) employee pension and welfare benefits (excluding severance benefits) that are substantially comparable, in the aggregate, either (A) to those generally made available to similarly situated Bidder employees under Bidder’s compensation and benefit plans and programs, or (B) to those provided to such Elan Employee immediately prior to the Effective Time;. Further, and notwithstanding any other provision of this Agreement to the contrary, the Holdco shall provide, or shall cause to be provided, during the 12 month period following the Effective Time, severance benefits in accordance with, or no less favourable than, Elan's Severance Plan giving full credit for each Elan Employee’s length of all service with the Elan Group and its predecessors prior to the Effective Time and all service with the Bidder and its Affiliates following the Effective Time. 7.4.2. Elan shall have the right to pay, on or before the Effective Time, to each Elan Employee so entitled, all earned and unpaid bonuses to which such Elan Employees are entitled relating to (i) the year prior to the Effective Time (based on actual performance) and (ii) the year in which the Effective Time occurs (based on actual performance as of the Effective Time, subject to a maximum of 110% target performance, or, if higher, the amount accrued for Australian and Irish Target Employees, superannuation or pension payments (such bonuses as applicablereflected on Elan’s financial statements), provided that are no less favourable in the aggregate bonus under sub-clause (ii) shall be pro-rated to reflect the payments included in any total fixed remuneration provided to number of completed months of such Target Employee immediately year prior to the Effective Time; (iii) cash bonus opportunities no less favourable in . To the aggregate than those provided to extent such Target Employee immediately prior to bonuses become due after the Effective Time; , HoldCo undertakes to procure that Elan (ivor an Affiliate of Elan) equity compensation opportunities under the equity compensation plans pays such bonuses in full within two months of Zoetis or its Affiliates as may be determined by Zoetis (in its sole discretion), with such determination as to which Target Employees may be offered such an opportunity and the amount and terms and conditions of such opportunity to be made by Zoetis on an individual basis in a manner that is consistent with Zoetis’ determination with respect to its similarly situated employees; (v) employee benefits (excluding any cash incentive compensation, equity or equity-based compensation, defined benefit pension benefits, and post-employment health and welfare benefits) that, in the aggregate and when taken as a whole, are substantially comparable to those provided to the Target Employees immediately prior to the Effective Time; and (vi) severance benefits that are no less favourable than the severance benefits that would have been applicable immediately prior to the Effective Time to each Target Employee in accordance with the severance formula set forth in Schedule 2. (b) 7.4.3. For the purposes of eligibilityvesting, vesting eligibility to participate and determining the applicable level of vacation and other paid time off benefits (but not for purposes of any other benefit accrual), under the employee benefit plans pursuant to which Zoetis provides Bidder Benefit Plans of Holdco and/or the Bidder providing benefits to any Target Elan Employee after the Effective Time (the “New Plans”), which shall exclude, for the avoidance of doubt, any benefits provided by, in whole or in part, a Governmental Body and workers’ compensation insurance, each Target Elan Employee shall be credited with his or her years of service with the Target Elan Group and its predecessors before the Effective DateTime, to the same extent as such Target Elan Employee was entitled, before the Effective Time, to credit for such service under any similar Target Elan Benefit Plan in which such Target Elan Employee participated; participated or was eligible to participate immediately prior to the Effective Time, provided, however, that the foregoing shall not apply with respect to benefit accrual under any cash incentive, equity or equity based plans or awards defined benefit pension plan or to the extent that its application would result in a duplication of benefits with respect to the same period of service. (c) . In addition, and without limiting the generality of the foregoing: , (i) each Elan Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is replacing comparable coverage under an Elan Benefit Plan in which such Elan Employee participated immediately before the Effective Time (such plans, collectively, the “Old Plans”), and (ii) for the purposes of each New Plan providing disability, medical, dental, pharmaceutical and/or vision benefits (but not including any disability benefits) to any Target Elan Employee, Zoetis Bidder shall use all reasonable endeavours to cause: cause (i1) all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, unless and to the extent the individual individual, immediately prior to entry in the New Plans, was subject to such conditions under the comparable Old Plans; , and (ii2) any co-payments and deductibles paid eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for the purposes of satisfying all deductible, coinsurance and maximum out-of-of- pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan. (d) Where Zoetis maintains any of the Old Plans in full force and effect, the provisions of Clause 7.3(b) shall not apply with respect to the benefits available under such Old Plans unless and until Zoetis replaces such Old Plans with New Plans7.4.4. Nothing in this Agreement shall require Zoetis to replace the Old Plans with New Plans. (e) Nothing in this Agreement shall confer upon any Target Elan Employee or any other individual any right to continue in the employment employ or service of any member of the Target Group, Zoetis Holdco or any Affiliate of ZoetisHoldco, or shall interfere with or restrict in any way the rights of any member of the Target Group, Zoetis Holdco or any Affiliate of ZoetisHoldco, which rights are hereby expressly reserved, to discharge or terminate the services of any Target Elan Employee or other individual at any time for any reason whatsoever, with or without cause. This Clause 7.3 is included for the sole benefit of the Parties to this Agreement. Notwithstanding any provision in this the Agreement to the contrary, and without limiting the generality of Clause 10.13.6 to the Agreement, nothing in this Clause 7.3, express or implied, shall 7.4 of the Agreement shall: (x) be deemed or construed (A) to prevent Zoetis from terminating or modifying to any extent or in any respect any Benefit Plan, (B) to be an amendment or other modification of any Target Elan Benefit Plan or Bidder Benefit Plan of Zoetis, or Plan; (Cy) to create or confer any third-party rights or remedies upon in any current or former employee or other service provider or employee of ZoetisElan, Target Holdco or any of their respective Affiliates (or any beneficiaries, dependents, beneficiaries or legal representatives dependents thereof). ; or (fz) If requested by Zoetislimit the rights of Holdco to amend, Target shall: (i) effective as of modify or prior to the Effective Timeterminate any Elan Benefit Plan, cause the Target Group to terminate all qualified retirement plans with a 401(k) deferral feature, including the Nexvet US, Inc. 401(k) Profit Sharing Bidder Benefit Plan and Trust (all such plans, the “Target 401(k) Plans”); (ii) provide evidence reasonably satisfactory to Zoetis of such termination prior to the Effective Time; (iii) in connection with such termination, cause all of the account balances of the participants to become fully vested and non-forfeitable; (iv) cause the Target Group to make all necessary contributions as specified in the Target 401(k) Plans to the Target 401(k) Plans related to services performed prior to such termination; and (v) take or any other actionbenefit plan, program, agreement or cause the Target Group to take any other action, required for such termination of the Company 401(k) Plans to be effective on or prior to the Effective Timearrangement. (g) If requested by Zoetis no less than thirty-five (35) days prior to the Effective Time, Target shall terminate the Paychex Agreement and participation in all Paychex Plans effective immediately prior to the Effective Time.

Employment and Benefit Matters. (a) For each Company Employee who continues to be employed by the Company (the “Continuing Employees”) immediately following the Closing, for purposes of determining eligibility to participate, and entitlement to benefits, where length of service is relevant under a health plan, vacation policy, paid time off policy, disability plan, life insurance or Code Section 401(k) plan of the Purchaser or its subsidiaries in which the Continuing Employees commence to participate on or after the Closing Date (a “Purchaser Plan”), Purchaser will provide that the Continuing Employees will receive service credit under each such Purchaser Plan for their period of one year following service with the Effective DateCompany prior to the Closing without any break in service, Zoetis shall provide, or shall cause but only to be provided, to each Target Employee, following any consultation processes which are required by Law and or pursuant to existing contractual obligations: the extent such service (i) base salary or wage rate that is no less favourable than was recognized by the base salary or wage rate, as applicable, provided to Company for such Target Employee immediately prior to the Effective Time; purposes under comparable Benefit Plans and (ii) for Australian and Irish Target Employees, superannuation or pension payments (as applicable), that are no less favourable in the aggregate to the payments included in any total fixed remuneration provided to such Target Employee immediately prior to the Effective Time; (iii) cash bonus opportunities no less favourable in the aggregate than those provided to such Target Employee immediately prior to the Effective Time; (iv) equity compensation opportunities under the equity compensation plans of Zoetis or its Affiliates as may be determined by Zoetis (in its sole discretion), with such determination as to which Target Employees may be offered such an opportunity and the amount and terms and conditions of such opportunity to be made by Zoetis on an individual basis would not result in a manner that is consistent with Zoetis’ determination with respect to its similarly situated employees; (v) employee benefits (excluding any cash incentive compensation, equity or equity-based compensation, defined benefit pension duplication of benefits, and post-employment health and welfare benefits) that, in the aggregate and when taken as a whole, are substantially comparable to those provided to the Target Employees immediately prior to the Effective Time; and (vi) severance benefits that are no less favourable than the severance benefits that would have been applicable immediately prior to the Effective Time to each Target Employee in accordance with the severance formula set forth in Schedule 2. (b) For the purposes of eligibility, vesting and determining the applicable level of vacation and other paid time off benefits (but not for purposes of any other benefit accrual), under the employee benefit plans pursuant Purchaser will use commercially reasonable efforts to which Zoetis provides benefits to any Target provide each Continuing Employee after the Effective Time (the “New Plans”), which shall exclude, for the avoidance of doubt, any benefits provided by, in whole or in part, a Governmental Body and workers’ compensation insurance, each Target Employee shall be credited with his or her years of service with the Target Group and its predecessors before opportunity to participate in the Effective Date, Benefit Plans in which they were participants immediately prior to the same extent as such Target Closing until the earliest to occur of (i) December 31, 2015, (ii) the date the Continuing Employee was entitled, before the Effective Time, becomes eligible to credit for such service under any similar Target Benefit Plan in which such Target Employee participated; provided, however, that the foregoing shall not apply to any cash incentive, equity or equity based plans or awards or to the extent that its application would result participate in a duplication comparable Purchaser Plan, and (iii) the date the Continuing Employee ceases to be eligible to participate under terms of benefits with respect to the same period of serviceBenefit Plan. (c) In additionTo the extent allowable by law and the terms of such plans, and without limiting the generality of the foregoing: for the purposes of each New Plan providing disability, medical, dental, pharmaceutical and/or vision benefits to any Target Employee, Zoetis shall Purchaser will use all commercially reasonable endeavours to cause: efforts (i) all to enroll or allow each Continuing Employee to enroll in any Purchaser Plans under the terms of which each Continuing Employee may be eligible at the time the Continuing Employee’s participation in the similar Benefit Plan ceases in accordance with Section 6.7(b) above, (ii) to waive any limitations as to pre-existing condition exclusions and actively-at-work requirements of such New Plan waiting periods with respect to be waived for such employee each Continuing Employee and his or her covered their spouses and dependents, unless and to the extent the individual was subject to if applicable, under such conditions under the comparable Old Plans; plans, and (iiiii) to provide each Continuing Employee with credit for any co-payments and deductibles paid by such employee and his prior to the transfer to the Purchaser Plans in satisfying any deductible or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for the purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to under such employee and his or her covered dependents plans for the applicable plan year as if such amounts had been paid in accordance with such New Planwhich the transfer occurs. (d) Where Zoetis maintains Nothing contained in this Section 6.7, (i) will be construed to establish, amend, or modify any of the Old Plans benefit or compensation plan, program, agreement or arrangement, (ii) create any third-party beneficiary rights or obligations in full force and effectany Person (including any Continuing Employee or other Company Employee), the provisions of Clause 7.3(b) shall not apply including with respect to the benefits available under such Old Plans unless and until Zoetis replaces such Old Plans with New Plans. Nothing in this Agreement shall require Zoetis to replace the Old Plans with New Plans. (e) Nothing in this Agreement shall confer upon any Target Employee or any other individual any right to continue in the employment or service continued employment or to a particular term or condition of any member of the Target Group, Zoetis or any Affiliate of Zoetisemployment, or shall interfere with or restrict in any way the rights of any member of the Target Group, Zoetis or any Affiliate of Zoetis, which rights are hereby expressly reserved, (iii) obligate Purchaser to discharge or terminate the services of any Target Employee or other individual at any time for any reason whatsoever, with or without cause. This Clause 7.3 is included for the sole benefit of the Parties to this Agreement. Notwithstanding any provision in this Agreement to the contrary, nothing in this Clause 7.3, express or implied, shall be deemed or construed (A) to prevent Zoetis from terminating maintain any particular Benefit Plan beyond the time required by subsection (b) above, or modifying to any extent or in any respect any Benefit Plan, (B) to be an amendment hire or other modification retain the employment of any Target Benefit Plan or Benefit Plan of Zoetis, or (C) to create or confer any rights or remedies upon any current or former employee or other service provider of Zoetis, Target or any of their respective Affiliates (or any beneficiaries, dependents, or legal representatives thereof)particular Continuing Employee. (f) If requested by Zoetis, Target shall: (i) effective as of or prior to the Effective Time, cause the Target Group to terminate all qualified retirement plans with a 401(k) deferral feature, including the Nexvet US, Inc. 401(k) Profit Sharing Plan and Trust (all such plans, the “Target 401(k) Plans”); (ii) provide evidence reasonably satisfactory to Zoetis of such termination prior to the Effective Time; (iii) in connection with such termination, cause all of the account balances of the participants to become fully vested and non-forfeitable; (iv) cause the Target Group to make all necessary contributions as specified in the Target 401(k) Plans to the Target 401(k) Plans related to services performed prior to such termination; and (v) take any other action, or cause the Target Group to take any other action, required for such termination of the Company 401(k) Plans to be effective on or prior to the Effective Time. (g) If requested by Zoetis no less than thirty-five (35) days prior to the Effective Time, Target shall terminate the Paychex Agreement and participation in all Paychex Plans effective immediately prior to the Effective Time.

Employment and Benefit Matters. (a) For a period of one year following the Effective DateTime, Zoetis Verizon shall provide, or shall cause to be provided, to each Target Employee, following any consultation processes which are required by Law and or pursuant to existing contractual obligations: (i) base salary or wage rate that is no less favourable than the a base salary or wage rate, as applicable, that is no less favourable to such Fleetmatics Employee than the base salary or wage rate provided to such Target Fleetmatics Employee as of immediately prior to the Effective Time; Time and (ii) benefits (excluding, for Australian the avoidance of doubt, equity and Irish Target Employees, superannuation or pension payments (as applicable), equity-based compensation) that are no less favourable substantially comparable, in the aggregate aggregate, either (A) to the payments included in any total fixed remuneration those generally made available to similarly situated Verizon employees under Verizon’s compensation and benefit plans and programs, (B) to those provided to such Target Employee Fleetmatics Employees as a group immediately prior to the Effective Time; Time or (iiiC) any combination of (A) and (B) as determined by Verizon. For the 2016 fiscal year of Fleetmatics, Verizon shall continue, or cause to be continued, the same cash bonus opportunities no less favourable in the aggregate than those provided to such Target Employee immediately prior to the Effective Time; opportunity (iv) equity compensation opportunities under the equity compensation plans of Zoetis or its Affiliates as may be determined by Zoetis (in its sole discretion), with such determination as to which Target Employees may be offered such an opportunity performance metrics and the amount and terms and conditions of such opportunity to be made by Zoetis on an individual basis in a manner that is consistent with Zoetis’ determination with respect to its similarly situated employees; (v) employee benefits (excluding any cash incentive compensation, equity or equity-based compensation, defined benefit pension benefits, and post-employment health and welfare benefits) that, in the aggregate and when taken target bonus as a whole, are substantially comparable to those percentage of base compensation) as was provided to the Target applicable Fleetmatics Employees immediately prior to the Effective Time; and (vi) severance benefits that are no less favourable than the severance benefits that would have been applicable immediately prior to the Effective Time to each Target Employee in accordance with the severance formula set forth in Schedule 2Date. (b) For the purposes of eligibilityVerizon shall provide that, vesting and determining the applicable level of vacation and other paid time off benefits (but not for purposes of vesting and eligibility to participate and, solely in respect of any other benefit accrual)severance or vacation plan, level of benefits under the employee benefit plans pursuant to which Zoetis provides of Verizon providing benefits to any Target Employee Fleetmatics Employees after the Effective Time (the “New Plans”), which shall exclude, for the avoidance of doubt, any benefits provided by, in whole or in part, a Governmental Body and workers’ compensation insurance, each Target Fleetmatics Employee shall be credited with his or her years of service with the Target Fleetmatics Group and its predecessors before the Effective DateTime, to the same extent as such Target Fleetmatics Employee was entitled, before the Effective Time, to credit for such service under any similar Target Fleetmatics Benefit Plan in which such Target Fleetmatics Employee participated; providedparticipated or was eligible to participate immediately prior to the Effective Time, however, provided that the foregoing shall (i) not apply with respect to any cash incentivebenefit accrual under any defined benefit pension plan or retiree welfare benefit plan, equity or equity based plans or awards or (ii) not apply to the extent that its application would result in a duplication of benefits with respect to the same period of service. , (ciii) not apply for purposes of any plan, program or arrangement (x) under which similarly situated employees of Verizon and its Subsidiaries do not receive credit for prior service or (y) that is grandfathered or frozen, either with respect to level of benefits or participation, (iv) apply only with respect to the initial welfare benefit plan of Bidco that a Fleetmatics Employee is eligible to participate in immediately following the Effective Time. In addition, and without limiting the generality of the foregoing: , (A) each Fleetmatics Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is replacing comparable coverage under a Fleetmatics Benefit Plan in which such Fleetmatics Employee participated immediately before the Effective Time (such plans, collectively, the “Old Plans”), and (B) for the purposes of each New Plan providing disability, medical, dental, pharmaceutical and/or vision benefits (but not including any disability benefits) to any Target Fleetmatics Employee, Zoetis Verizon shall use all its commercially reasonable endeavours efforts to cause: cause (i1) all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, unless and to the extent the individual individual, immediately prior to entry in the New Plans, was subject to such conditions under the comparable Old Plans; , and (ii2) any co-payments and deductibles paid eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for the purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan. (c) Verizon and Fleetmatics shall cooperate in respect of consultation obligations and similar notice and bargaining obligations owed to any employees or consultants of Fleetmatics or any Subsidiary of Fleetmatics in accordance with all applicable Laws and works council or other bargaining agreements, if any. (d) Where Zoetis maintains Fleetmatics will provide Verizon with a copy of any written communications intended for broad-based and general distribution to current or former employees of Fleetmatics or any of the Old Plans in full force and effect, the provisions of Clause 7.3(b) shall not apply with respect its Subsidiaries that relate to the benefits available under such Old Plans unless and until Zoetis replaces such Old Plans with New Plans. Nothing in Verizon or this Agreement shall require Zoetis and the transactions contemplated hereby, and will provide Verizon with a reasonable opportunity to replace the Old Plans with New Plansreview and comment on such communications prior to distribution. (e) Nothing in this Agreement shall confer upon any Target Fleetmatics Employee or any other individual any right to continue in the employment employ or service of any member of the Target Group, Zoetis Verizon or any Affiliate of ZoetisVerizon, or shall interfere with or restrict in any way the rights of any member of the Target Group, Zoetis Verizon or any Affiliate affiliate of ZoetisVerizon, which rights are hereby expressly reserved, to discharge or terminate the services of any Target Fleetmatics Employee or other individual at any time for any reason whatsoever, with or without cause. This Clause 7.3 is included for the sole benefit of the Parties to this Agreement. Notwithstanding any provision in this Agreement to the contrary, nothing in this Clause 7.3, express or implied, 7.4 shall (x) be deemed or construed (A) to prevent Zoetis from terminating or modifying to any extent or in any respect any Benefit Plan, (B) to be an amendment or other modification of any Target Fleetmatics Benefit Plan or Benefit Plan employee benefit plan of ZoetisVerizon or any Affiliate of Verizon, or (Cy) to create or confer any third party rights or remedies upon in any current or former employee or other service provider or employee of ZoetisVerizon, Target Fleetmatics or any of their respective Affiliates (or any beneficiaries, dependents, beneficiaries or legal representatives dependents thereof). (f) If requested by Zoetis, Target shall: (i) effective as of or prior to From and after the Effective Time, Verizon shall cause the Target Group Fleetmatics and its Subsidiaries to terminate all qualified retirement plans honour, in accordance with its terms, each compensation, employment, severance, change-of-control and similar agreement to which Fleetmatics or a 401(kSubsidiary of Fleetmatics is a party and that is set forth in Clause 7.4(f) deferral feature, including the Nexvet US, Inc. 401(k) Profit Sharing Plan and Trust (all such plans, the “Target 401(k) Plans”); (ii) provide evidence reasonably satisfactory to Zoetis of such termination prior to the Effective Time; (iii) in connection with such termination, cause all of the account balances Fleetmatics Disclosure Schedule; provided that such obligation is subject to any right of the participants Verizon to become fully vested and non-forfeitable; (iv) cause the Target Group to make all necessary contributions as specified amend or terminate any such agreement in the Target 401(k) Plans to the Target 401(k) Plans related to services performed prior to such termination; and (v) take any other action, or cause the Target Group to take any other action, required for such termination of the Company 401(k) Plans to be effective on or prior to the Effective Timeaccordance with its terms. (g) If requested by Zoetis no less than thirty-five (35) days prior to the Effective Time, Target shall terminate the Paychex Agreement and participation in all Paychex Plans effective immediately prior to the Effective Time.

Employment and Benefit Matters. (a) 7.4.1. For a period of one year following the Effective DateTime, Zoetis Holdco shall provide, or shall cause to be provided, to each Target Employee, following any consultation processes which are required by Law and or pursuant to existing contractual obligations: Elan Employees (i) annual base salary (or wage rate annual base pay) that is no less favourable to such Elan Employee than the annual base salary (or wage rate, as applicable, annual base pay) provided to such Target Elan Employee prior to the Effective Time; (ii) an annual cash target bonus opportunity that is substantially comparable in the aggregate to the annual cash bonus opportunity provided to Elan Employees prior to the Effective Time and (iii) employee pension and welfare benefits (excluding severance benefits) that are substantially comparable, in the aggregate, either (A) to those generally made available to similarly situated Bidder employees under Bidder’s compensation and benefit plans and programs, or (B) to those provided to such Elan Employee immediately prior to the Effective Time;. Further, and notwithstanding any other provision of this Agreement to the contrary, the Holdco shall provide, or shall cause to be provided, during the 12 month period following the Effective Time, severance benefits in accordance with, or no less favourable than, Elan’s Severance Plan giving full credit for each Elan Employee’s length of all service with the Elan Group and its predecessors prior to the Effective Time and all service with the Bidder and its Affiliates following the Effective Time. 7.4.2. Elan shall have the right to pay, on or before the Effective Time, to each Elan Employee so entitled, all earned and unpaid bonuses to which such Elan Employees are entitled relating to (i) the year prior to the Effective Time (based on actual performance) and (ii) the year in which the Effective Time occurs (based on actual performance as of the Effective Time, subject to a maximum of 110% target performance, or, if higher, the amount accrued for Australian and Irish Target Employees, superannuation or pension payments (such bonuses as applicablereflected on Elan’s financial statements), provided that are no less favourable in the aggregate bonus under sub-clause (ii) shall be pro-rated to reflect the payments included in any total fixed remuneration provided to number of completed months of such Target Employee immediately year prior to the Effective Time; (iii) cash bonus opportunities no less favourable in . To the aggregate than those provided to extent such Target Employee immediately prior to bonuses become due after the Effective Time; , HoldCo undertakes to procure that Elan (ivor an Affiliate of Elan) equity compensation opportunities under the equity compensation plans pays such bonuses in full within two months of Zoetis or its Affiliates as may be determined by Zoetis (in its sole discretion), with such determination as to which Target Employees may be offered such an opportunity and the amount and terms and conditions of such opportunity to be made by Zoetis on an individual basis in a manner that is consistent with Zoetis’ determination with respect to its similarly situated employees; (v) employee benefits (excluding any cash incentive compensation, equity or equity-based compensation, defined benefit pension benefits, and post-employment health and welfare benefits) that, in the aggregate and when taken as a whole, are substantially comparable to those provided to the Target Employees immediately prior to the Effective Time; and (vi) severance benefits that are no less favourable than the severance benefits that would have been applicable immediately prior to the Effective Time to each Target Employee in accordance with the severance formula set forth in Schedule 2. (b) 7.4.3. For the purposes of eligibilityvesting, vesting eligibility to participate and determining the applicable level of vacation and other paid time off benefits (but not for purposes of any other benefit accrual), under the employee benefit plans pursuant to which Zoetis provides Bidder Benefit Plans of Holdco and/or the Bidder providing benefits to any Target Elan Employee after the Effective Time (the “New Plans”), which shall exclude, for the avoidance of doubt, any benefits provided by, in whole or in part, a Governmental Body and workers’ compensation insurance, each Target Elan Employee shall be credited with his or her years of service with the Target Elan Group and its predecessors before the Effective DateTime, to the same extent as such Target Elan Employee was entitled, before the Effective Time, to credit for such service under any similar Target Elan Benefit Plan in which such Target Elan Employee participated; participated or was eligible to participate immediately prior to the Effective Time, provided, however, that the foregoing shall not apply with respect to benefit accrual under any cash incentive, equity or equity based plans or awards defined benefit pension plan or to the extent that its application would result in a duplication of benefits with respect to the same period of service. (c) . In addition, and without limiting the generality of the foregoing: , (i) each Elan Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is replacing comparable coverage under an Elan Benefit Plan in which such Elan Employee participated immediately before the Effective Time (such plans, collectively, the “Old Plans”), and (ii) for the purposes of each New Plan providing disability, medical, dental, pharmaceutical and/or vision benefits (but not including any disability benefits) to any Target Elan Employee, Zoetis Bidder shall use all reasonable endeavours to cause: cause (i1) all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, unless and to the extent the individual individual, immediately prior to entry in the New Plans, was subject to such conditions under the comparable Old Plans; , and (ii2) any co-payments and deductibles paid eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for the purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan. (d) Where Zoetis maintains any of the Old Plans in full force and effect, the provisions of Clause 7.3(b) shall not apply with respect to the benefits available under such Old Plans unless and until Zoetis replaces such Old Plans with New Plans7.4.4. Nothing in this Agreement shall require Zoetis to replace the Old Plans with New Plans. (e) Nothing in this Agreement shall confer upon any Target Elan Employee or any other individual any right to continue in the employment employ or service of any member of the Target Group, Zoetis Holdco or any Affiliate of ZoetisHoldco, or shall interfere with or restrict in any way the rights of any member of the Target Group, Zoetis Holdco or any Affiliate of ZoetisHoldco, which rights are hereby expressly reserved, to discharge or terminate the services of any Target Elan Employee or other individual at any time for any reason whatsoever, with or without cause. This Clause 7.3 is included for the sole benefit of the Parties to this Agreement. Notwithstanding any provision in this the Agreement to the contrary, and without limiting the generality of Clause 10.13.6 to the Agreement, nothing in this Clause 7.3, express or implied, shall 7.4 of the Agreement shall: (x) be deemed or construed (A) to prevent Zoetis from terminating or modifying to any extent or in any respect any Benefit Plan, (B) to be an amendment or other modification of any Target Elan Benefit Plan or Bidder Benefit Plan of Zoetis, or Plan; (Cy) to create or confer any third-party rights or remedies upon in any current or former employee or other service provider or employee of ZoetisElan, Target Holdco or any of their respective Affiliates (or any beneficiaries, dependents, beneficiaries or legal representatives dependents thereof). ; or (fz) If requested by Zoetislimit the rights of Holdco to amend, Target shall: (i) effective as of modify or prior to the Effective Timeterminate any Elan Benefit Plan, cause the Target Group to terminate all qualified retirement plans with a 401(k) deferral feature, including the Nexvet US, Inc. 401(k) Profit Sharing Bidder Benefit Plan and Trust (all such plans, the “Target 401(k) Plans”); (ii) provide evidence reasonably satisfactory to Zoetis of such termination prior to the Effective Time; (iii) in connection with such termination, cause all of the account balances of the participants to become fully vested and non-forfeitable; (iv) cause the Target Group to make all necessary contributions as specified in the Target 401(k) Plans to the Target 401(k) Plans related to services performed prior to such termination; and (v) take or any other actionbenefit plan, program, agreement or cause the Target Group to take any other action, required for such termination of the Company 401(k) Plans to be effective on or prior to the Effective Timearrangement. (g) If requested by Zoetis no less than thirty-five (35) days prior to the Effective Time, Target shall terminate the Paychex Agreement and participation in all Paychex Plans effective immediately prior to the Effective Time.

Employment and Benefit Matters. (a) For a period of one year following the Effective DateTime, Zoetis Verizon shall provide, or shall cause to be provided, to each Target Employee, following any consultation processes which are required by Law and or pursuant to existing contractual obligations: (i) base salary or wage rate that is no less favourable than the a base salary or wage rate, as applicable, that is no less favourable to such Fleetmatics Employee than the base salary or wage rate provided to such Target Fleetmatics Employee as of immediately prior to the Effective Time; Time and (ii) benefits (excluding, for Australian the avoidance of doubt, equity and Irish Target Employees, superannuation or pension payments (as applicable), equity- based compensation) that are no less favourable substantially comparable, in the aggregate aggregate, either (A) to the payments included in any total fixed remuneration those generally made available to similarly situated Verizon employees under Verizon’s compensation and benefit plans and programs, (B) to those provided to such Target Employee Fleetmatics Employees as a group immediately prior to the Effective Time; Time or (iiiC) any combination of (A) and (B) as determined by Verizon. For the 2016 fiscal year of Fleetmatics, Verizon shall continue, or cause to be continued, the same cash bonus opportunities no less favourable in the aggregate than those provided to such Target Employee immediately prior to the Effective Time; opportunity (iv) equity compensation opportunities under the equity compensation plans of Zoetis or its Affiliates as may be determined by Zoetis (in its sole discretion), with such determination as to which Target Employees may be offered such an opportunity performance metrics and the amount and terms and conditions of such opportunity to be made by Zoetis on an individual basis in a manner that is consistent with Zoetis’ determination with respect to its similarly situated employees; (v) employee benefits (excluding any cash incentive compensation, equity or equity-based compensation, defined benefit pension benefits, and post-employment health and welfare benefits) that, in the aggregate and when taken target bonus as a whole, are substantially comparable to those percentage of base compensation) as was provided to the Target applicable Fleetmatics Employees immediately prior to the Effective Time; and (vi) severance benefits that are no less favourable than the severance benefits that would have been applicable immediately prior to the Effective Time to each Target Employee in accordance with the severance formula set forth in Schedule 2Date. (b) For the purposes of eligibilityVerizon shall provide that, vesting and determining the applicable level of vacation and other paid time off benefits (but not for purposes of vesting and eligibility to participate and, solely in respect of any other benefit accrual)severance or vacation plan, level of benefits under the employee benefit plans pursuant to which Zoetis provides of Verizon providing benefits to any Target Employee Fleetmatics Employees after the Effective Time (the “New Plans”), which shall exclude, for the avoidance of doubt, any benefits provided by, in whole or in part, a Governmental Body and workers’ compensation insurance, each Target Fleetmatics Employee shall be credited with his or her years of service with the Target Fleetmatics Group and its predecessors before the Effective DateTime, to the same extent as such Target Fleetmatics Employee was entitled, before the Effective Time, to credit for such service under any similar Target Fleetmatics Benefit Plan in which such Target Fleetmatics Employee participated; providedparticipated or was eligible to participate immediately prior to the Effective Time, however, provided that the foregoing shall (i) not apply with respect to any cash incentivebenefit accrual under any defined benefit pension plan or retiree welfare benefit plan, equity or equity based plans or awards or (ii) not apply to the extent that its application would result in a duplication of benefits with respect to the same period of service. , (ciii) In addition, and without limiting the generality of the foregoing: not apply for the purposes of each New Plan providing disabilityany plan, medicalprogram or arrangement (x) under which similarly situated employees of Verizon and its Subsidiaries do not receive credit for prior service or (y) that is grandfathered or frozen, dental, pharmaceutical and/or vision benefits to any Target Employee, Zoetis shall use all reasonable endeavours to cause: (i) all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, unless and to the extent the individual was subject to such conditions under the comparable Old Plans; and (ii) any co-payments and deductibles paid by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for the purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan. (d) Where Zoetis maintains any of the Old Plans in full force and effect, the provisions of Clause 7.3(b) shall not apply either with respect to the level of benefits available under such Old Plans unless and until Zoetis replaces such Old Plans with New Plans. Nothing in this Agreement shall require Zoetis to replace the Old Plans with New Plans. (e) Nothing in this Agreement shall confer upon any Target Employee or any other individual any right to continue in the employment or service of any member of the Target Group, Zoetis or any Affiliate of Zoetis, or shall interfere with or restrict in any way the rights of any member of the Target Group, Zoetis or any Affiliate of Zoetis, which rights are hereby expressly reserved, to discharge or terminate the services of any Target Employee or other individual at any time for any reason whatsoever, with or without cause. This Clause 7.3 is included for the sole benefit of the Parties to this Agreement. Notwithstanding any provision in this Agreement to the contrary, nothing in this Clause 7.3, express or implied, shall be deemed or construed (A) to prevent Zoetis from terminating or modifying to any extent or in any respect any Benefit Plan, (B) to be an amendment or other modification of any Target Benefit Plan or Benefit Plan of Zoetis, or (C) to create or confer any rights or remedies upon any current or former employee or other service provider of Zoetis, Target or any of their respective Affiliates (or any beneficiaries, dependents, or legal representatives thereof). (f) If requested by Zoetis, Target shall: (i) effective as of or prior to the Effective Time, cause the Target Group to terminate all qualified retirement plans with a 401(k) deferral feature, including the Nexvet US, Inc. 401(k) Profit Sharing Plan and Trust (all such plans, the “Target 401(k) Plans”); (ii) provide evidence reasonably satisfactory to Zoetis of such termination prior to the Effective Time; (iii) in connection with such termination, cause all of the account balances of the participants to become fully vested and non-forfeitable; (iv) cause the Target Group to make all necessary contributions as specified in the Target 401(k) Plans to the Target 401(k) Plans related to services performed prior to such termination; and (v) take any other action, or cause the Target Group to take any other action, required for such termination of the Company 401(k) Plans to be effective on or prior to the Effective Time. (g) If requested by Zoetis no less than thirty-five (35) days prior to the Effective Time, Target shall terminate the Paychex Agreement and participation in all Paychex Plans effective immediately prior to the Effective Time.participation,