Common use of Employment and Employee Benefits Matters; Other Plans Clause in Contracts

Employment and Employee Benefits Matters; Other Plans. (a) Without limiting any additional rights that any current or former employee of the Company or any of its Subsidiaries (each, a “Company Employee”) may have under any Company Plan, except as otherwise agreed in writing between Parent and a Company Employee, Parent shall cause the Surviving Corporation and each of its Subsidiaries, for a period commencing at the Effective Time and ending on the first anniversary thereof, to honor and maintain the severance-related provisions of existing Company Plans with respect to any Company Employee terminated during that 12-month period. (b) Without limiting any additional rights that any Company Employee may have under any Company Plan, except as otherwise agreed in writing between Parent and a Company Employee, Parent shall cause the Surviving Corporation and each of its Subsidiaries, for the period commencing at the Effective Time and ending on December 31, 2013, to maintain for any Company Employee, subject to Section 5.8(a) above, cash compensation levels (including salary and bonus opportunities) that are no less favorable than the cash compensation levels maintained for and provided to such Company Employees immediately prior to the Effective Time, and benefits (including the costs thereof to Company Plan participants) that are either (x) no less favorable than those provided to such Company Employees immediately prior to the Effective Time or (y) substantially similar, in the aggregate, to those provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that nothing herein shall restrict Parent’s ability, from and after the Effective Time, to change when bonuses are paid to Company Employees to coincide with when bonuses are paid to the other employees of Parent and its Subsidiaries. (c) As of and after the Effective Time, Parent will, or will cause the Surviving Corporation to, give Company Employees full credit for all purposes (including eligibility to participate, vesting and benefit accruals), but not for purposes of benefit accruals under any defined benefit pension plans, under any employee compensation, incentive, and benefit (including vacation and paid time off) plans, programs, policies and arrangements maintained for the benefit of Company Employees as of and after the Effective Time by Parent, its Subsidiaries or the Surviving Corporation for the Company Employees’ service with the Company, its Subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent reflected in the Company’s books and records immediately prior to the Effective Time. With respect to each Parent Plan that is a “welfare benefit plan” (as defined in Section 3(1) of ERISA), Parent and its Subsidiaries shall (i) cause there to be waived any pre-existing condition or eligibility limitations and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees under similar plans maintained by the Company and its Subsidiaries immediately prior to the Effective Time. (d) From and after the Effective Time, except as otherwise agreed in writing between Parent and a Company Employee or as otherwise provided in this Agreement, Parent will honor, and will cause its Subsidiaries to honor, in accordance with its terms, (i) each existing employment, change in control, severance and termination protection plan, policy or agreement of or between the Company or any of its Subsidiaries and any officer, director or employee of that company, (ii) all obligations in effect as of the Effective Time under any equity-based, bonus or bonus deferral plans, programs or agreements of the Company or its Subsidiaries and (iii) all obligations in effect as of the Effective Time pursuant to outstanding restoration or equity-based plans, programs or agreements, and all vested and accrued benefits under any employee benefit, employment compensation, deferred compensation, or similar plans, programs, agreements or arrangements of the Company or its Subsidiaries. This Section 5.8 shall be binding upon and inure solely to the benefit of each party hereto, and for the avoidance of doubt, nothing in this Agreement is intended to (A) confer upon any current or former employee or other service provider of the Company or its Subsidiaries any right to employment or continued employment or continued service with Parent or any of its Subsidiaries (including, following the Closing Date, the Surviving Corporation (if applicable) or any Subsidiary thereof (if applicable)), (B) constitute or create an employment or agreement with, or modify the at-will status of any, employee or other service provider, or (C) alter any collective bargaining agreement terms and conditions. (e) Parent shall cause the Surviving Corporation and each of its Subsidiaries, for a period commencing at the Effective Time and ending 90 days thereafter, not to effectuate a “plant closing” or “mass layoff” as those terms are defined in the Worker Readjustment and Notification Act (29 U.S.C. §2101) (the “WARN Act”) affecting in whole or in part any site of employment, facility, operating unit or Company Employee, and shall cause the Surviving Corporation and each of its Subsidiaries not to take any such action after such 90-day period without complying with all provisions of the WARN Act, or any similar provision of applicable foreign Law. (f) If so directed by Parent, the Company Board, one business day prior to the Effective Time, will adopt resolutions terminating any and all Plans intended to qualify as a qualified cash or deferred arrangement under Section 401(k) of the Code, effective no later than the day immediately preceding the date the Company becomes a member of the same controlled group of corporations (as defined in Section 414(b) of the Code) as Parent. The form and substance of such resolutions shall be subject to the reasonable approval of Parent, and the Company shall provide Parent evidence that such resolutions have been adopted by the Company Board or the board of directors of the Subsidiaries, as applicable.

Employment and Employee Benefits Matters; Other Plans. (a) Without limiting any additional rights that any current or former employee of the Company or any of its Subsidiaries (each, a “Company Employee”) may have under any Company Plan, except as otherwise agreed in writing between Parent and a Company Employee, Parent shall cause the Surviving Corporation and each of its Subsidiaries, for a period commencing at Subsidiaries to offer each employee of the Company or any of its Subsidiaries who continues employment with Parent or the Surviving Corporation or its Subsidiaries following the Effective Time and ending on the first anniversary thereof(each, to honor and maintain the severance-related provisions of existing Company Plans with respect to any Company Employee terminated during that 12-month period. (b) Without limiting any additional rights that any Company Employee may have under any Company Plana “Continuing Employee”), except as otherwise agreed in writing between Parent and a Company Employee, Parent shall cause the Surviving Corporation and each of its Subsidiaries, for the period commencing at the Effective Time and ending on December 31, 2013, to maintain for any Company Employee, subject to Section 5.8(a) above, cash substantially similar compensation levels (including salary and bonus opportunities) that are no less favorable than the cash compensation levels maintained for and provided to such Company Employees immediately prior to the Effective Time, and benefits (including the costs thereof to Company Plan participants) that as are either (x) no less favorable than those provided to such Company Employees immediately prior to the Effective Time or (y) substantially similar, in the aggregate, to those provided offered to similarly situated employees of Parent and its Subsidiaries; providedParent. Nothing in this Agreement (i) shall require Parent, howeverthe Surviving Corporation or any of their Subsidiaries to continue to employee any particular employee of the Company or a Subsidiary, that nothing herein or (ii) shall restrict be construed to prohibit the Parent’s ability, the Surviving Corporation or any of their subsidiaries from and after the Effective Time, to change when bonuses are paid to Company Employees to coincide with when bonuses are paid to the other employees of Parent and its Subsidiariesamending or terminating any employee benefit plan or program. (cb) As of and after the Effective Time, Parent will, or will cause the Surviving Corporation to use reasonable best efforts to, give Company Continuing Employees full credit for all purposes (including of eligibility to participate, and vesting and benefit accruals), accruals (but not for purposes of benefit accruals under any defined benefit pension plans, ) under any employee compensation, incentive, incentive and benefit (including vacation and paid time offvacation) plans, programs, policies and arrangements maintained for the benefit of Company Continuing Employees as of and after the Effective Time by Parent, its Subsidiaries or the Surviving Corporation (each, a “Parent Plan”) for the Company Continuing Employees’ service with the Company, its Subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent reflected in recognized by the Company’s books and records Company immediately prior to the Effective Time. With respect to each Parent Plan that is a “welfare benefit plan” (as defined in Section 3(1) of ERISA), Parent and its Subsidiaries shall use reasonable best efforts to (i) cause there to be waived any pre-existing condition condition, waiting period or eligibility limitations that would have the effect of denying or delaying coverage to any Continuing Employee or a spouse or dependent of a Continuing Employee (“Covered Persons”) compared to the rights enjoyed by the Covered Persons under similar plans maintained by the Company and its Subsidiaries immediately prior to the Effective Time and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations, to claims incurred and amounts paid by, and amounts reimbursed to, Company Continuing Employees under similar plans maintained by the Company and its Subsidiaries immediately prior to the Effective Time. (d) From and after the Effective Time, except as otherwise agreed in writing between Parent and a Company Employee or as otherwise provided in this Agreement, Parent will honor, and will cause its Subsidiaries to honor, in accordance with its terms, (i) each existing employment, change in control, severance and termination protection plan, policy or agreement of or between the Company or any of its Subsidiaries and any officer, director or employee of that company, (ii) all obligations in effect as of the Effective Time under any equity-based, bonus or bonus deferral plans, programs or agreements of the Company or its Subsidiaries and (iii) all obligations in effect as of the Effective Time pursuant to outstanding restoration or equity-based plans, programs or agreements, and all vested and accrued benefits under any employee benefit, employment compensation, deferred compensation, or similar plans, programs, agreements or arrangements of the Company or its Subsidiaries. This Section 5.8 shall be binding upon and inure solely to the benefit of each party hereto, and for the avoidance of doubt, nothing in this Agreement is intended to (A) confer upon any current or former employee or other service provider of the Company or its Subsidiaries any right to employment or continued employment or continued service with Parent or any of its Subsidiaries (including, following the Closing Date, the Surviving Corporation (if applicable) or any Subsidiary thereof (if applicable)), (B) constitute or create an employment or agreement with, or modify the at-will status of any, employee or other service provider, or (C) alter any collective bargaining agreement terms and conditions. (ec) Parent shall cause the Surviving Corporation and each of its Subsidiaries, for a period commencing at the Effective Time and ending 90 days thereafter, not to effectuate a “plant closing” or “mass layoff” as those terms are defined in the Worker Readjustment Adjustment and Retraining Notification Act (29 U.S.C. §2101) (the “WARN Act”) of 1988 affecting in whole or in part any site of employment, facility, operating unit or Company Employee, and shall cause Employee employed by the Surviving Corporation and each of Company or its Subsidiaries not to take any such action after such 90-day period without complying with all provisions as of the WARN Act, or any similar provision of applicable foreign LawEffective Time. (fd) If so directed Notwithstanding the foregoing, nothing herein shall be construed as an amendment of an existing employee benefit plan of Parent or any of its Affiliates. No Company Employee shall have status as a third party beneficiary with respect to enforcing a claim hereunder, and it is expressly acknowledged that the continued employment of each employee of the Company is “at will” and may be terminated by Parent, the Company Board, one business day prior to the Effective Time, will adopt resolutions terminating any and all Plans intended to qualify as a qualified cash or deferred arrangement under Section 401(k) of the Code, effective no later than the day immediately preceding the date the Company becomes a member of the same controlled group of corporations (as defined in Section 414(b) of the Code) as Parent. The form and substance of such resolutions shall be subject to the reasonable approval of Parent, and the Company shall provide Parent evidence that such resolutions have been adopted by the Company Board or the board of directors of the SubsidiariesSurviving Corporation, as applicable, or such employees, at any time and for any or no reason.

Employment and Employee Benefits Matters; Other Plans. (a) Without limiting any additional rights that any current or former individual who is an employee of the Company or any of its Subsidiaries at the Effective Time (each, a “Company Employee”) may have under any Company Plan, except as otherwise agreed in writing between Parent and a Company Employee, Parent shall cause the Surviving Corporation and each of its Subsidiaries, for a period commencing Subsidiaries shall employ Company Employees pursuant to terms and conditions established at the Effective Time discretion of the Parent and ending on the first anniversary thereofSurviving Corporation and its Subsidiaries. Subject to the foregoing, to honor and maintain nothing in this Agreement shall prevent the severance-related provisions amendment or termination of existing Company Plans with respect to any Company Employee terminated during that 12-month periodPlan in accordance with the Company Plan’s terms or interfere with the Surviving Corporation’s right or obligation to make such changes as are necessary to conform to or comply with applicable Law. (b) Without limiting any additional rights that any Company Employee may have under any Company Plan, except as otherwise agreed in writing between Parent and a Company Employee, Parent shall cause the Surviving Corporation and each of its Subsidiaries, for the period commencing at the Effective Time and ending on December 31, 2013, to maintain for any Company Employee, subject to Section 5.8(a) above, cash compensation levels (including salary and bonus opportunities) that are no less favorable than the cash compensation levels maintained for and provided to such Company Employees immediately prior to the Effective Time, and benefits (including the costs thereof to Company Plan participants) that are either (x) no less favorable than those provided to such Company Employees immediately prior to the Effective Time or (y) substantially similar, in the aggregate, to those provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that nothing herein shall restrict Parent’s ability, from and after the Effective Time, to change when bonuses are paid to Company Employees to coincide with when bonuses are paid to the other employees of Parent and its Subsidiaries. (c) As of and after the Effective Time, Parent will, or will cause the Surviving Corporation to, give Company Employees full credit for all purposes (including of eligibility to participate, and vesting and benefit accruals), accruals (but not for purposes of benefit accruals under any defined benefit pension plansplans or post-employment welfare benefits), under any employee compensation, incentive, incentive and benefit (including vacation and paid time off) plans, programs, policies and arrangements maintained for the benefit of Company Employees as of and after the Effective Time by Parent, its Subsidiaries or the Surviving Corporation (each a “Parent Plan”) for the Company Employees’ service with the Company, its Subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent reflected in the Company’s books and records recognized under similar Company Plans immediately prior to the Effective Time. With respect to each Parent Plan ; provided that is a “welfare benefit plan” (as defined in Section 3(1) of ERISA), Parent and its Subsidiaries the foregoing shall (i) cause there to be waived any pre-existing condition or eligibility limitations and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees under similar plans maintained by the Company and its Subsidiaries immediately prior not apply to the Effective Timeextent it would result in a duplication of benefits. (dc) From and after the Effective Time, except as Unless otherwise agreed in writing between Parent and a Company Employee or as otherwise provided in this Agreementrequired by applicable Law, Parent will honor, shall cause the Surviving Corporation to continue to maintain the Company’s existing 401(k) plan and will cause its Subsidiaries to honorwelfare plans or other plans which, in accordance with its termsthe aggregate, (iare no less favorable than the Company’s existing 401(k) each existing employment, change in control, severance and termination protection plan, policy plan or agreement of or between the Company or any of its Subsidiaries and any officer, director or employee of that company, (ii) all obligations in effect as of the Effective Time under any equity-based, bonus or bonus deferral welfare plans, programs or agreements of as applicable, in each case for the Company or its Subsidiaries period beginning on the Closing Date and (iii) all obligations in effect as of ending on December 31, 2010. Notwithstanding the Effective Time pursuant to outstanding restoration or equity-based plansforegoing, programs or agreements, and all vested and accrued benefits under any employee benefit, employment compensation, deferred compensation, or similar plans, programs, agreements or arrangements of the Company or its Subsidiaries. This Section 5.8 shall be binding upon and inure solely to the benefit of each party hereto, and for the avoidance of doubt, nothing the Surviving Corporation shall honor the Employment Agreements set forth in this Agreement is intended to (ASection 6.9(c) confer upon any current or former employee or other service provider of the Company Disclosure Letter, subject to their respective terms in effect on the date hereof and applicable Law. (d) Nothing herein shall be deemed to be a guarantee of employment for any Company Employee or its Subsidiaries any right to employment or continued employment or continued service with Parent other employee of the Surviving Corporation or any of its Subsidiaries for any period of time, or to restrict the right of the Surviving Corporation, Parent or any of their respective Subsidiaries, to terminate or cause to be terminated any employee at any time for any or no reason with or without notice. Notwithstanding the foregoing provisions of this Section 6.9, nothing contained herein, whether expressed or implied, (includingi) shall be treated as an amendment or other modification of any Company Plan or any Parent Plan or any other employee benefit plan, program or arrangement or the establishment of any employee benefit plan, program or arrangement or (ii) shall limit the right of Parent or the Surviving Corporation or any of their respective Subsidiaries to amend, terminate or otherwise modify (or cause to be amended, terminated or otherwise modified) any Company Plan, Parent Plan or any other employment benefit plan, program or arrangement following the Closing DateEffective Time in accordance with its terms. Parent and the Company acknowledge and agree that all provisions contained in this Section 6.9 are included for the sole benefit of Parent, Merger Sub, the Company, the Surviving Corporation and their respective Subsidiaries, and that nothing herein, whether express or implied, shall create any third party beneficiary or other rights (if applicableA) in any other Person, including any employees, former employees, any participant in any employee benefit plan, program or arrangement (or any Subsidiary thereof (if applicable)), (Bdependent or beneficiary thereof) constitute or create an employment or agreement with, or modify the at-will status of any, employee or other service provider, or (C) alter any collective bargaining agreement terms and conditions. (e) Parent shall cause the Surviving Corporation and each of its Subsidiaries, for a period commencing at the Effective Time and ending 90 days thereafter, not to effectuate a “plant closing” or “mass layoff” as those terms are defined in the Worker Readjustment and Notification Act (29 U.S.C. §2101) (the “WARN Act”) affecting in whole or in part any site of employment, facility, operating unit or Company Employee, and shall cause the Surviving Corporation and each of its Subsidiaries not to take any such action after such 90-day period without complying with all provisions of the WARN Act, or any similar provision of applicable foreign Law. (f) If so directed by Parent, the Company Board, one business day prior or the Surviving Corporation or any of their respective Subsidiaries or (B) to the Effective Time, will adopt resolutions terminating any and all Plans intended to qualify as a qualified cash or deferred arrangement under Section 401(k) of the Code, effective no later than the day immediately preceding the date the Company becomes a member of the same controlled group of corporations (as defined in Section 414(b) of the Code) as Parent. The form and substance of such resolutions shall be subject to the reasonable approval of continued employment with Parent, and the Company shall provide Parent evidence that such resolutions have been adopted by Company, the Company Board Surviving Corporation, or the board any of directors of the Subsidiariestheir respective Subsidiaries or continued participation in any employee benefit plan, as applicableprogram or arrangement.

Employment and Employee Benefits Matters; Other Plans. (a) Without limiting any additional rights that any current or former individual who is an employee of the Company or any of its Subsidiaries at the Effective Time (each, a “Company Employee”) may have under any Company Plan, except as otherwise agreed in writing between Parent and a Company Employee, Parent shall cause the Surviving Corporation and each of its Subsidiaries, for a period commencing Subsidiaries shall employ Company Employees pursuant to terms and conditions established at the Effective Time and ending on discretion of the first anniversary thereof, to honor and maintain the severance-related provisions of existing Company Plans with respect to any Company Employee terminated during that 12-month period. (b) Without limiting any additional rights that any Company Employee may have under any Company Plan, except as otherwise agreed in writing between Parent and a Company Employee, Parent shall cause the Surviving Corporation and each of its Subsidiaries, for the period commencing at the Effective Time and ending on December 31, 2013, to maintain for any Company Employee, subject to Section 5.8(a) above, cash compensation levels (including salary and bonus opportunities) that are no less favorable than the cash compensation levels maintained for and provided to such Company Employees immediately prior to the Effective Time, and benefits (including the costs thereof to Company Plan participants) that are either (x) no less favorable than those provided to such Company Employees immediately prior to the Effective Time or (y) substantially similar, in the aggregate, to those provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that that, subject to the foregoing, nothing herein shall restrict Parentprevent the amendment or termination of any Company Plan in accordance with the Company Plan’s ability, from and after terms or interfere with the Effective Time, Surviving Corporation’s right or obligation to change when bonuses make such changes as are paid necessary to Company Employees conform to coincide or comply with when bonuses are paid to the other employees of Parent and its Subsidiariesapplicable Law. (cb) As of and after the Effective Time, Parent will, or will cause the Surviving Corporation to, give Company Employees full credit for all purposes (including of eligibility to participate, and vesting and benefit accruals), accruals (but not for purposes of benefit accruals under any defined benefit pension plans, post-employment welfare benefits or severance benefits) under any employee compensation, incentive, incentive and benefit (including vacation and paid time offvacation) plans, programs, policies and arrangements maintained for the benefit of Company Employees as of and after the Effective Time by Parent, its Subsidiaries or the Surviving Corporation (each a “Parent Plan”) for the Company Employees’ service with the Company, its Subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent reflected in the Company’s books and records recognized under similar Company Plans immediately prior to the Effective Time. With respect to each Parent Plan ; provided that is a “welfare benefit plan” (as defined in Section 3(1) of ERISA), Parent and its Subsidiaries the foregoing shall (i) cause there to be waived any pre-existing condition or eligibility limitations and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees under similar plans maintained by the Company and its Subsidiaries immediately prior not apply to the Effective Timeextent it would result in a duplication of benefits. (dc) From and after the Effective Time, except as otherwise agreed in writing between Parent and a Company Employee or as otherwise provided in this AgreementEmployee, Parent will honor, and will cause its Subsidiaries to honor, in accordance with its terms, each existing Company Plan; provided, however, that, subject to the foregoing, nothing herein shall prevent the amendment or termination of any Company Plan, policy, or agreement in accordance with its terms, or interfere with the Surviving Corporation’s right or obligation to make such changes as are necessary to conform to or comply with applicable Law. Notwithstanding anything to the contrary herein or in the plan itself, all payments pursuant to the 2009 Executive Performance Incentive Plan in connection with the transactions contemplated hereby shall be made no later than the Acceptance Time. (d) The parties acknowledge that certain payments have been made or are to be made and certain benefits have been granted or are to be granted according to employment, compensation, severance and other employee benefit plans of the Company and its Subsidiaries, including the Company Plans (collectively, the “Arrangements”) to certain holders of Shares and other securities of the Company (the “Covered Securityholders”). The parties acknowledge that all such amounts payable under the Arrangements (i) each existing employmentare being paid or granted as compensation for past services performed, change in controlfuture services to be performed, severance or future services to be refrained from performing, by the Covered Securityholders (and termination protection plan, policy matters incidental thereto) and (ii) are not calculated based on the number of Shares tendered or agreement to be tendered into the Offer by the applicable Covered Securityholder. (e) Nothing herein shall be deemed to be a guarantee of employment for any Company Employee or between any other employee of the Company Surviving Corporation or any of its Subsidiaries, or to restrict the right of the Surviving Corporation, Parent or any of their respective Subsidiaries and to terminate or cause to be terminated any officeremployee at any time for any or no reason with or without notice. Notwithstanding the foregoing provisions of this Section 6.7, director nothing contained herein, whether expressed or implied, (i) shall be treated as an amendment or other modification of any Company Plan or any Parent Plan or any other employee benefit plan, program or arrangement or the establishment of that companyany employee benefit plan, program or arrangement or (ii) all obligations in effect as shall limit the right of Parent or the Surviving Corporation or any of their respective Subsidiaries to amend, terminate or otherwise modify (or cause to be amended, terminated or otherwise modified) any Company Plan, Parent Plan or any other employment benefit plan, program or arrangement following the Effective Time under in accordance with its terms. Parent and the Company acknowledge and agree that all provisions contained in this Section 6.7 are included for the sole benefit of Parent, Merger Sub, the Company, the Surviving Corporation and their respective Subsidiaries, and that nothing herein, whether express or implied, shall create any equity-basedthird party beneficiary or other rights (i) in any other Person, bonus including any employees, former employees, any participant in any employee benefit plan, program or bonus deferral plansarrangement (or any dependent or beneficiary thereof) of Parent, programs or agreements of the Company or its the Surviving Corporation or any of their respective Subsidiaries and or (iiiii) all obligations to continued employment with Parent, the Company, the Surviving Corporation, or any of their respective Subsidiaries or continued participation in effect as of the Effective Time pursuant to outstanding restoration or equity-based plans, programs or agreements, and all vested and accrued benefits under any employee benefitbenefit plan, employment compensationprogram or arrangement. Notwithstanding the foregoing, deferred compensation, or similar plans, programs, agreements or arrangements of the Company or its Subsidiaries. This Section 5.8 shall be binding upon and inure solely to the benefit of each party hereto, and for the avoidance of doubt, nothing in this Agreement is intended (i) Parent shall honor, and shall after the Acceptance Time cause the Acquired Companies to (Ahonor, the Company Plans set forth on Section 6.7(e) confer upon any current or former employee or other service provider of the Company or its Subsidiaries any right to employment or continued employment or continued service with Parent or any of its Subsidiaries (including, following the Closing Date, the Surviving Corporation (if applicable) or any Subsidiary thereof (if applicable)), (B) constitute or create an employment or agreement with, or modify the at-will status of any, employee or other service provider, or (C) alter any collective bargaining agreement terms and conditions. (e) Parent shall cause the Surviving Corporation and each of its Subsidiaries, for a period commencing at the Effective Time and ending 90 days thereafter, not to effectuate a “plant closing” or “mass layoff” as those terms are defined in the Worker Readjustment and Notification Act (29 U.S.C. §2101) (the “WARN Act”) affecting in whole or in part any site of employment, facility, operating unit or Company EmployeeDisclosure Letter, and (ii) this Section 6.7(e) shall cause not limit the Surviving Corporation and each of its Subsidiaries not third-party-beneficiary rights provided by Section 9.6 with respect to take any such action after such 90-day period without complying with all provisions of the WARN Act, or any similar provision of applicable foreign LawSection 6.9. (f) If so directed by Parent, the Company Board, one business day prior to the Effective Time, will adopt resolutions terminating any and all Plans intended to qualify as a qualified cash or deferred arrangement under Section 401(k) of the Code, effective no later than the day immediately preceding the date the Company becomes a member of the same controlled group of corporations (as defined in Section 414(b) of the Code) as Parent. The form and substance of such resolutions shall be subject to the reasonable approval of Parent, and the Company shall provide Parent evidence that such resolutions have been adopted by the Company Board or the board of directors of the Subsidiaries, as applicable.

Employment and Employee Benefits Matters; Other Plans. (a) Without limiting any additional rights that any For the one-year period immediately following the Effective Time, Parent shall cause the Surviving Corporation to provide current or former employee employees of the Company or any of its Subsidiaries (each, a “Company Employee”) may with severance payments and benefits that are no less favorable than the severance payments and benefits that the Company Employee would have been entitled to receive under any the Company Plan, except as otherwise agreed in writing between Parent and a Plans had the Company Employee, Employee been terminated immediately prior to the Effective Time. (b) Parent shall cause the Surviving Corporation and each of its Subsidiaries, to maintain for a period commencing at the Effective Time and ending on the first anniversary thereof, to honor and maintain the severance-related provisions of existing Company Plans with respect to any Company Employee terminated during that 12-month period. (b) Without limiting any additional rights that any Company Employee may have under any Company Plan, except as otherwise agreed in writing between Parent and a Company Employee, Parent shall cause the Surviving Corporation and each of its Subsidiaries, for the period commencing at the Effective Time and ending on December 31, 2013, to maintain for any the earlier of the first anniversary thereof or the date such Company Employee’s employment terminates, subject to Section 5.8(a) above, (i) base salary or wages and annual or other short-term cash incentive compensation levels opportunities that are, in each case, no less favorable than those provided to the Company Employee immediately prior to the Effective Time, and (ii) benefits (including salary the costs thereof to Company Plan participants, but excluding any equity and bonus opportunitiesequity-based benefits) provided under Company Plans that in the aggregate are no less favorable than the overall cash compensation levels and benefits (including the costs thereof to Company Plan participants, but excluding any equity and equity-based benefits) maintained for and provided to such Company Employees immediately prior to the Effective Time, and benefits (including the costs thereof to Company Plan participants) that are either (x) no less favorable than those provided to such Company Employees immediately prior to the Effective Time or (y) substantially similar, in the aggregate, to those provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that nothing herein shall restrict Parent’s ability, from and after the Effective Time, to change when bonuses are paid to Company Employees to coincide with when bonuses are paid to the other employees of Parent and its Subsidiaries. (c) As of and after the Effective Time, Parent will, or will cause the Surviving Corporation to, give Company Employees full credit for all purposes (including of eligibility to participate, vesting vesting, vacation entitlement and severance benefit accruals), but not for purposes of benefit accruals under any defined benefit pension plansentitlements, under any employee compensation, incentive, and benefit (including vacation and paid time offvacation) plans, programs, policies and arrangements maintained for the benefit of Company Employees as of and after the Effective Time by Parent, its Subsidiaries or the Surviving Corporation for the Company Employees’ service with the Company, its Subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent reflected in recognized by the Company’s books and records Company immediately prior to the Effective Time; provided that such recognition of service shall not (i) apply for purposes of any equity or equity-based plans (including any entitlement to equity acceleration in connection with retirement); (ii) apply for purposes of any plan that provides retiree welfare benefits, (iii) apply for purposes of benefit accruals or participation eligibility under any defined benefit pension plan, (iv) operate to duplicate any benefits of a Company Employee with respect to the same period of service, or (v) apply for purposes of any plan, program or arrangement (A) under which similarly situated employees of Parent and its Subsidiaries do not receive credit for prior service or (B) that is grandfathered or frozen, either with respect to level of benefits or participation. With respect to each Parent Plan that is a “welfare benefit plan” (as defined in Section 3(1) of ERISA), Parent and its Subsidiaries shall (i) cause there to be waived any pre-existing condition exclusion, evidence of insurability requirement, actively at work requirement or eligibility limitations waiting period limitations, in each case, to the extent waived or satisfied as applicable under the Company Plan in which such Company Employee participates immediately prior to the Effective Time and (ii) give effect, in determining any deductible and maximum out-of-pocket limitationslimitations for the plan year in which the transition to any Parent Plan occurs, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees under similar plans maintained by the Company and its Subsidiaries immediately prior to the Effective Timesuch transition to a Parent Plan. (d) From and after the Effective Time, except as otherwise agreed in writing between Parent and a Company Employee or as otherwise provided in this Agreement, Parent will honor, and will cause its Subsidiaries to honor, in accordance with its terms, (i) each existing employment, change in control, severance and termination protection plan, policy or agreement of or between the Company or any of its Subsidiaries and any officer, director or employee of that company, (ii) all obligations in effect as of the Effective Time under any equity-based, bonus or bonus deferral plans, programs or agreements of the Company or its Subsidiaries and (iii) all obligations in effect as of the Effective Time pursuant to outstanding restoration or equity-based plans, programs or agreements, and all vested and accrued benefits under any employee benefit, employment compensation, deferred compensation, or similar plans, programs, agreements or arrangements of the Company or its Subsidiaries. This Section 5.8 shall be binding upon and inure solely to the benefit of each party hereto, and for the avoidance of doubt, nothing in this Agreement is intended to (A) confer upon any current or former employee or other service provider of the Company or its Subsidiaries any right to employment or continued employment or continued service with Parent or any of its Subsidiaries (including, following the Closing Date, the Surviving Corporation (if applicable) or any Subsidiary thereof (if applicable)), (B) constitute or create an employment or agreement with, or modify the at-will status of any, employee or other service provider, or (C) alter any collective bargaining agreement terms and conditions. (e) Parent shall cause the Surviving Corporation and each of its Subsidiaries, for a period commencing at the Effective Time and ending 90 days thereafter, not to effectuate a “plant closing” or “mass layoff” as those terms are defined in the Worker Readjustment and Notification WARN Act (29 U.S.C. §2101) (the “WARN Act”) affecting in whole or in part any site of employment, facility, operating unit or Company Employee, and shall cause the Surviving Corporation and each of its Subsidiaries not to take any such action after such 90-day period Employee without complying with all provisions of the WARN Act, or any similar provision of applicable foreign Law. (fe) If so directed by The provisions of this Section 5.8 are solely for the benefit of the parties to this Agreement, and no Company Employee or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement, and nothing herein shall be (i) construed as an amendment to any Company Plan or any other employee benefit plan for any purpose, (ii) give any employee or former employee or any other individual associated therewith or any employee benefit plan or trustee thereof or any other third person any right to enforce the provisions of this Section 5.8 or (iii) obligate Parent, the Surviving Corporation or any of their respective Affiliates to retain the employment of any particular employee. (f) The Company Boardwill provide Parent with a copy of any material written communications intended for broad-based and general distribution to any Company Employees or any of its Subsidiaries if such communications relate to the compensation, one business day employment or labor aspects of the transactions contemplated hereby, and will provide Parent with a reasonable opportunity to review and comment on such communications prior to the Effective Time, will adopt resolutions terminating any and all Plans intended to qualify as a qualified cash or deferred arrangement under Section 401(k) of the Code, effective no later than the day immediately preceding the date the Company becomes a member of the same controlled group of corporations (as defined in Section 414(b) of the Code) as Parent. The form and substance of such resolutions shall be subject to the reasonable approval of Parent, and the Company shall provide Parent evidence that such resolutions have been adopted by the Company Board or the board of directors of the Subsidiaries, as applicabledistribution.

Employment and Employee Benefits Matters; Other Plans. (a) Without limiting any additional rights that any current or former employee of the Company or any of its Subsidiaries (each, a “Company Employee”) may have under any Company Plan, except as otherwise agreed in writing between Parent and a Company Employee, Parent shall cause the Surviving Corporation and each of its Subsidiaries, for a period commencing at the Effective Time and ending on the first anniversary thereofof the Effective Time, to honor and maintain the severance-related provisions of existing Company Plans with respect and to provide 100% of the cash severance payments required thereunder to be provided to any Company Employee who does not have an individual Contract providing for severance and is terminated during that 12-month periodwithout “cause” (using criteria comparable to those in effect under Parent’s severance policies and subject to a required release of claims on a form to be provided by Parent in connection with such terms). (b) Without limiting any additional rights that any Company Employee may have under any Company Plan, except as otherwise agreed in writing between Parent and a Company Employee, Parent shall cause the Surviving Corporation and each of its Subsidiaries, (i) for the period commencing at the Effective Time and ending on the first anniversary of the Effective Time, to maintain for each Company Employee employed as of the Effective Time (the “Continuing Employees”) base salary levels no less favorable than that in effect as of the date hereof and (ii) for the period commencing at the Effective Time and ending on December 31, 20132016, to maintain for any Company Employee, subject to Section 5.8(a) above, each Continuing Employee other cash compensation levels (including such term to consist of percentage of salary used for target bonus opportunities (on metrics set by Parent) and bonus opportunities) that are no less favorable than the cash compensation levels maintained for and provided to such Company Employees immediately prior to the Effective Time, and benefits (including the costs thereof to Company Plan participants) that are either (xcommission programs) no less favorable than those that in effect as of the date hereof. Any other Company Plans and benefits not specifically described in this Section 5.8 will be provided to such Company Employees immediately prior to the Effective Time or (y) substantially similar, in the aggregate, to those provided to similarly situated employees sole discretion of Parent and its Subsidiaries; provided, however, that nothing herein shall restrict Parent’s ability, from and after the Effective Time, to change when bonuses are paid to Company Employees to coincide with when bonuses are paid to the other employees of Parent and its Subsidiaries. (c) As of and after the Effective Time, Parent will, agrees to provide or will cause its Subsidiaries (including the Surviving Corporation to, give Company Corporation) to provide Continuing Employees full credit for all purposes (including eligibility to participate, vesting and benefit accruals), but not for purposes of benefit accruals under any defined benefit pension plans, under any employee compensation, incentive, and benefit (including vacation and paid time off) plans, programs, policies and arrangements maintained for the benefit of Company Employees as of and after the Effective Time by Parent, its Subsidiaries or the Surviving Corporation for the Company Continuing Employees’ service with the Company, its Subsidiaries and their predecessor entities (eachfor purposes of eligibility, a “vesting, and benefit accruals under Parent’s 401(k) plan, vacation accrual rates, sick time accrual rates, service used for determining severance under the applicable policy or Contract, and any pre-Closing Date Company Equity Awards that are assumed by Parent Plan”) to the same extent reflected in the Company’s books and records immediately prior to the Effective Time. With respect to each Parent Plan that is a “welfare benefit plan” (as defined in Section 3(1) of ERISA), Parent and its Subsidiaries shall (i) cause there to be waived any pre-existing condition or eligibility limitations and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees under similar plans maintained recognized by the Company and its Subsidiaries immediately prior to the Effective Time. (d) Parent will cause the Surviving Corporation and its Subsidiaries to maintain in place, from the Effective Time through December 31, 2016, the pre-Closing Company Plans that provide medical, dental, vision, employee assistance, short-term disability and long-term disability benefits. Such coverage for the Continuing Employees will transition to Parent-provided benefit plans effective January 1, 2017, at which point Parent will be changing its benefits to a calendar year plan year. Parent will provide the Continuing Employees with credit in 2017 for deductibles, co-payments and out-of-pocket maximums for the period between July 1, 2016 and December 31, 2016 in a manner comparable to the crediting it applies to Parent employees at that time, if and when Parent can obtain sufficient information from the insurance carriers or other sources to make it practicable to provide such credits. (e) From and after the Effective Time, except as otherwise agreed in writing between Parent or any of its Affiliates and a Company Continuing Employee or as otherwise provided in this AgreementAgreement or the applicable individual written Contract, Parent will honor, agrees to cause the Surviving Corporation and will cause its Subsidiaries (including the Surviving Corporation) to honor, honor in accordance with its terms, (i) each existing written employment, retention, change in control, severance and termination protection plan, policy or agreement Contract of or between the Company or any of its Subsidiaries and any officer, director or employee of that company, (ii) all written obligations in effect as of the Effective Time under any equity-based, bonus or bonus deferral plans, programs or agreements Contracts of the Company or its Subsidiaries and (iii) all obligations in effect as of the Effective Time pursuant to outstanding restoration or equity-based plans, programs or agreements, and all vested and accrued benefits under any employee benefit, employment compensation, deferred compensation, Company Plans or similar plans, programs, agreements or arrangements Contracts of the Company or its Subsidiaries. This Section 5.8 shall be binding upon and inure solely to Notwithstanding the benefit of each party heretoforegoing, and for the avoidance of doubt, nothing in this Agreement is intended to (A) confer upon any current or former employee or other service provider of new deferrals under the Company or its Subsidiaries any right to employment or continued employment or continued service with Parent or any of its Subsidiaries (including, following 2005 Deferred Compensation Plan will cease no later than the Closing Date, the Surviving Corporation (if applicable) or any Subsidiary thereof (if applicable)), (B) constitute or create an employment or agreement with, or modify the at-will status of any, employee or other service provider, or (C) alter any collective bargaining agreement terms and conditions. (e) Parent shall cause the Surviving Corporation and each of its Subsidiaries, for a period commencing at the Effective Time and ending 90 days thereafter, not to effectuate a “plant closing” or “mass layoff” as those terms are defined in the Worker Readjustment and Notification Act (29 U.S.C. §2101) (the “WARN Act”) affecting in whole or in part any site of employment, facility, operating unit or Company Employee, and shall cause the Surviving Corporation and each of its Subsidiaries not to take any such action after such 90-day period without complying with all provisions of the WARN Act, or any similar provision of applicable foreign Law. (f) If so directed by Parent, the Company Board, one business day At least two Business Days prior to the Effective TimeClosing Date, will adopt resolutions terminating any and all Plans intended to qualify as a qualified cash or deferred arrangement under Section 401(k) of the Code, effective no later than the day immediately preceding the date the Company becomes a member of the same controlled group of corporations (as defined in Section 414(b) of the Code) as Parent. The form and substance of such resolutions shall be subject to the reasonable approval of Parent, and the Company shall provide Parent evidence that such resolutions have been adopted by the Company Board or the board of directors has terminated each Company Plan intended to comply with Section 401(k) of the Code in a form and on terms and timing reasonably satisfactory to Parent, prospectively effective no later than the day before the Effective Time. (g) This Section 5.8 shall not apply with respect to individuals covered by collective bargaining agreements or other collective representations, in which case the terms of the applicable collective bargaining agreement or collective representation shall apply, or with respect to individuals or Company Plans subject to non-United States Law, in which case Parent agrees to comply or cause its Subsidiaries to comply with any applicable Laws or employment Contracts with respect to compensation and benefits. Section 5.8 is included for the sole benefit of the parties hereto and their respective transferees and permitted assigns and does not and shall not create any right in any Person, including any current or former employee of the Company or any of its Subsidiaries, as applicable.any participant in any Company Plan or any beneficiary or trustee

Employment and Employee Benefits Matters; Other Plans. (a) The Merger Sub shall use its reasonable efforts to communicate with and to keep employees of the Company or any of its Subsidiaries. Without limiting any additional rights that any current or former individual who is an employee of the Company or any of its Subsidiaries at the Closing Date (each, a “"Company Employee”") may have under any Company Plan, except as otherwise agreed in writing between Parent Merger Sub and a Company Employee, Parent shall cause the Surviving Corporation and each of its Subsidiaries, for a period commencing at the Effective Time and ending on the first anniversary thereof, to honor and maintain the severance-related provisions Subsidiaries shall employ Company Employees who accept an offer of existing Company Plans with respect to any Company Employee terminated during that 12-month period. (b) Without limiting any additional rights that any Company Employee may have under any Company Plan, except as otherwise agreed in writing between Parent and a Company Employee, Parent shall cause employment from the Surviving Corporation pursuant to terms and each of its Subsidiaries, for the period commencing at the Effective Time and ending on December 31, 2013, to maintain for any Company Employee, subject to Section 5.8(a) above, cash compensation levels (including salary and bonus opportunities) that are no less favorable than the cash compensation levels maintained for and provided to such Company Employees immediately prior to the Effective Time, and benefits (including the costs thereof to Company Plan participants) that are either (x) conditions no less favorable than those provided to such Company Employees employees immediately prior the Closing. Subject to the Effective Time foregoing, nothing in this Agreement shall prevent the amendment or (y) substantially similar, termination of any Company Plan in accordance with the aggregate, Company Plan's terms or interfere with the Surviving Corporation's right or obligation to those provided make such changes as are necessary to similarly situated employees of Parent and its Subsidiaries; provided, however, that nothing herein shall restrict Parent’s ability, from and after the Effective Time, conform to change when bonuses are paid to Company Employees to coincide or comply with when bonuses are paid to the other employees of Parent and its Subsidiariesapplicable Law. (cb) As of and after the Effective TimeClosing Date, Parent will, or Surviving Corporation will cause give Company Employees who accept an offer of employment from the Surviving Corporation to, give Company Employees full credit for all purposes (including of eligibility to participate, and vesting and benefit accruals), accruals (but not for purposes of benefit accruals under any defined benefit pension planspost-employment welfare benefits or severance benefits), under any employee compensation, incentive, incentive and benefit (including vacation and paid time offvacation) plans, programs, policies and arrangements maintained for the benefit of Company Employees as of and after the Effective Time Closing Date by Parent, its Subsidiaries or the Surviving Corporation (each a "Merger Sub Plan") for the Company Employees’ ' service with the Company, its Subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent reflected in the Company’s books and records recognized under similar Company Plans immediately prior to the Effective Time. With respect Closing Date; provided that the foregoing shall not apply to each Parent Plan that is the extent it would result in a “welfare benefit plan” duplication of benefits. (as defined in Section 3(1c) Nothing herein shall be deemed to be a guarantee of ERISA), Parent and employment for any Company Employee or any other employee of the Surviving Corporation or any of its Subsidiaries shall for any period of time, or to restrict the right of the Surviving Corporation or any of its Subsidiaries, to terminate or cause to be terminated any employee at any time for any or no reason with or without notice. Notwithstanding the foregoing provisions of this Section 7.7, nothing contained herein, whether expressed or implied, (i) cause there to shall be waived treated as an amendment or other modification of any pre-existing condition Company Plan or eligibility limitations and any Merger Sub Plan or any other employee benefit plan, program or arrangement or the establishment of any employee benefit plan, program or arrangement or (ii) give effect, in determining shall limit the right of Surviving Corporation or any deductible and maximum out-of-pocket limitations, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees under similar plans maintained by the Company and its Subsidiaries immediately prior to the Effective Time. (d) From and after the Effective Time, except as otherwise agreed in writing between Parent and a Company Employee or as otherwise provided in this Agreement, Parent will honor, and will cause its of their respective Subsidiaries to honoramend, terminate or otherwise modify (or cause to be amended, terminated or otherwise modified) any Company Plan, Merger Sub Plan or any other employment benefit plan, program or arrangement following the Closing Date in accordance with its terms. Merger Sub and the Company acknowledge and agree that all provisions contained in this Section 7.7 are included for the sole benefit of Merger Sub, the Company, the Surviving Corporation and their respective Subsidiaries, and that nothing herein, whether express or implied, shall create any third party beneficiary or other rights (iA) each existing employmentin any other Person, change including any employees, former employees, any participant in control, severance and termination protection any employee benefit plan, policy program or agreement of or between the Company arrangement (or any of its Subsidiaries and any officer, director dependent or employee of that company, (iibeneficiary thereof) all obligations in effect as of the Effective Time under any equity-based, bonus or bonus deferral plans, programs or agreements of the Company or its Subsidiaries and (iii) all obligations in effect as of the Effective Time pursuant to outstanding restoration or equity-based plans, programs or agreements, and all vested and accrued benefits under any employee benefit, employment compensation, deferred compensation, or similar plans, programs, agreements or arrangements of the Company or its Subsidiaries. This Section 5.8 shall be binding upon and inure solely to the benefit of each party hereto, and for the avoidance of doubt, nothing in this Agreement is intended to (A) confer upon any current or former employee or other service provider of the Company or its Subsidiaries any right to employment or continued employment or continued service with Parent Surviving Corporation or any of its their respective Subsidiaries or (including, following B) to continued employment with the Closing DateCompany, the Surviving Corporation (if applicable) or any Subsidiary thereof (if applicable)), (B) constitute or create an employment or agreement with, or modify the at-will status of any, employee or other service provider, or (C) alter any collective bargaining agreement terms and conditions. (e) Parent shall cause the Surviving Corporation and each of its Subsidiaries, for a period commencing at the Effective Time and ending 90 days thereafter, not to effectuate a “plant closing” or “mass layoff” as those terms are defined in the Worker Readjustment and Notification Act (29 U.S.C. §2101) (the “WARN Act”) affecting in whole or in part any site of employment, facility, operating unit or Company Employee, and shall cause the Surviving Corporation and each of its Subsidiaries not to take any such action after such 90-day period without complying with all provisions of the WARN ActCorporation, or any similar provision of applicable foreign Lawtheir respective Subsidiaries or continued participation in any employee benefit plan, program or arrangement. (f) If so directed by Parent, the Company Board, one business day prior to the Effective Time, will adopt resolutions terminating any and all Plans intended to qualify as a qualified cash or deferred arrangement under Section 401(k) of the Code, effective no later than the day immediately preceding the date the Company becomes a member of the same controlled group of corporations (as defined in Section 414(b) of the Code) as Parent. The form and substance of such resolutions shall be subject to the reasonable approval of Parent, and the Company shall provide Parent evidence that such resolutions have been adopted by the Company Board or the board of directors of the Subsidiaries, as applicable.

Employment and Employee Benefits Matters; Other Plans. (a) Without limiting any additional rights that any current or former employee the provisions of Section 6.1 hereof, if the Company or any of its Subsidiaries enters into, adopts, amends, modifies or terminates any Arrangements to Covered Securityholders, all such amounts payable under such Arrangements shall (eacha) be paid or granted as compensation for past services performed, a “Company Employee”future services to be performed, or future services to be refrained from performing, by the Covered Securityholders (and matters incidental thereto) may have under any Company Plan, except as otherwise agreed in writing between Parent and a Company Employee, Parent (b) shall cause the Surviving Corporation and each of its Subsidiaries, for a period commencing at the Effective Time and ending not be calculated based on the first anniversary thereofnumber of Shares tendered or to be tendered into the Offer by the applicable Covered Securityholder. Moreover, the Company (acting through the Compensation Committee of the Company Board) shall take such steps as may be required so that, prior to the conclusion of the Offer: (i) the adoption, approval, amendment or modification of each such Arrangement shall be approved as an employment, compensation, severance or other employee benefit arrangement solely by independent directors of the Company in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act and the instructions thereto and (ii) the “safe harbor” provided pursuant to Rule 14d-10(d)(2) under the Exchange Act is otherwise applicable thereto as a result of the taking prior to the consummation of the Offer all necessary actions by the Company Board, the Compensation Committee of the Company Board or its independent directors. Furthermore, to honor and maintain the severance-related provisions extent the Company has failed to comply with the terms of existing this Section 6.8(a), the Company Plans with respect shall use all reasonable best efforts to any Company Employee terminated during that 12-month periodcure such noncompliance as promptly as practicable. (b) Without limiting any additional rights that any Company Employee may have under any Company Plan, except as otherwise agreed in writing between Parent and a Company Employee, Parent shall cause the Surviving Corporation and each of its Subsidiaries, for the period commencing at the Effective Time and ending on December 31, 2013, to maintain for any Company Employee, subject to Section 5.8(a) above, cash compensation levels (including salary and bonus opportunities) that are no less favorable than the cash compensation levels maintained for and provided to such Company Employees immediately prior to the Effective Time, and benefits (including the costs thereof to Company Plan participants) that are either (x) no less favorable than those provided to such Company Employees immediately prior to the Effective Time or (y) substantially similar, in the aggregate, to those provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that nothing herein shall restrict Parent’s ability, from and after the Effective Time, to change when bonuses are paid to Company Employees to coincide with when bonuses are paid to the other employees of Parent and its Subsidiaries. (c) As of and after the Effective Time, Parent will, or will cause its Subsidiaries and the Surviving Corporation to, give those employees of Parent and employees of the Surviving Corporation as of the Effective Time who shall have been employees of the Company immediately prior to the Effective Time (“Company Employees “) full credit for all purposes (including of eligibility to participate, and vesting and benefit accruals), accruals (but not for purposes of benefit accruals under any defined benefit pension plansplans other than any such plans maintained by the Company or its Subsidiaries prior to the Effective Time), under any employee compensation, incentive, and benefit (including vacation and vacation, paid time off, severance, and retiree medical) plans, programs, policies and arrangements maintained for the benefit of Company Employees as of and after the Effective Time by Parent, its Subsidiaries or the Surviving Corporation for the Company Employees’ service with the Company, its Subsidiaries and their predecessor entities (each, a “Parent Plan”Plan “) to the same extent reflected in recognized by the Company’s books and records Company immediately prior to the Effective Time, except to the extent such recognition would result in duplication of benefits. With respect to each Parent Plan that is a “welfare benefit plan” plan “ (as defined in Section 3(1) of ERISA), Parent and its Subsidiaries shall (i) provide for immediate eligibility and coverage, (ii) cause there to be waived any waiting periods, pre-existing condition condition, evidence of insurability, good health, actively at work, or other eligibility limitations in each case to the extent waived, satisfied or inapplicable under the corresponding Company Plan and (iiiii) give effect, in determining any deductible and maximum out-of-pocket limitations, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees during the plan year in progress as of the Effective Time under similar plans maintained by the Company and its Subsidiaries immediately prior to the Effective Time. (d) From and after the Effective Time, except as otherwise agreed in writing between Parent and a Company Employee or as otherwise provided in this Agreement, Parent will honor, and will cause its Subsidiaries to honor, in accordance with its terms, (i) each existing employment, change in control, severance and termination protection plan, policy or agreement of or between the Company or any of its Subsidiaries and any officer, director or employee of that company, (ii) all obligations in effect as of the Effective Time under any equity-based, bonus or bonus deferral plans, programs or agreements of the Company or its Subsidiaries and (iii) all obligations in effect as of the Effective Time pursuant to outstanding restoration or equity-based plans, programs or agreements, and all vested and accrued benefits under any employee benefit, employment compensation, deferred compensation, or similar plans, programs, agreements or arrangements of the Company or its Subsidiaries. This Section 5.8 shall be binding upon and inure solely to the benefit of each party hereto, and for the avoidance of doubt, nothing in this Agreement is intended to (A) confer upon any current or former employee or other service provider of the Company or its Subsidiaries any right to employment or continued employment or continued service with Parent or any of its Subsidiaries (including, following the Closing Date, the Surviving Corporation (if applicable) or any Subsidiary thereof (if applicable)), (B) constitute or create an employment or agreement with, or modify the at-will status of any, employee or other service provider, or (C) alter any collective bargaining agreement terms and conditions. (ec) Parent shall cause the Surviving Corporation and each of its Subsidiaries, for a period commencing at the Effective Time and ending 90 ninety (90) days thereafter, not to effectuate a “plant closing” or “mass layoff” as those terms are defined in the Worker Readjustment Adjustment and Retraining Notification Act of 1988 (29 U.S.C. §2101) (the together with any similar state or local Law, “WARN Act”“) affecting in whole or in part any site of employment, facility, operating unit or Company Employee, and shall cause the Surviving Corporation and each of its Subsidiaries not to take any such action after such ninety (90-) day period without complying with all provisions of the WARN ActWARN, or any similar provision of applicable foreign Law. (fd) If so directed by ParentSubject to the provisions of this Section 6.8(d), Parent shall, or shall cause the Surviving Corporation to, assume, honor, and be responsible for any accrued or unused vacation, sick and personal leave, (collectively, “Paid Time Off “) to which any Company Board, one business day Employee is entitled pursuant to the paid time-off policy applicable to such Company Employee immediately prior to the Effective TimeTime (the “PTO Policy “). In addition to the assumption of past Paid Time Off accruals as described above, will adopt resolutions terminating any Parent or the Surviving Corporation shall continue to provide Paid Time Off benefits (including new paid time off accruals) to Company Employees for service with Parent or its Subsidiaries after the Effective Time through December 31, 2008, which Paid Time Off Benefits shall be at least equal to the Paid Time Off benefits provided to Company Employees under the PTO Policy prior to the Effective Time (counting both pre- and all Plans intended post-Effective Time service for purposes of entitlement to qualify as a qualified cash such Paid Time Off benefits). Parent shall, or deferred arrangement under Section 401(k) shall cause the Surviving Corporation to allow such Company Employee to use such accrued and unused Paid Time Off in accordance with the terms of the CodePTO Policy prior to December 31, effective no later than 2009. To the day immediately preceding the date the Company becomes a member extent any of the same controlled group Paid Time Off described in the first two sentences of corporations (as defined this Section 6.8(d) is not used on or prior to December 31, 2009, Parent shall, or shall cause the Surviving Corporation to, pay in Section 414(b) cash to each Company Employee an amount equal to any such unused Paid Time Off in excess of the Codeamount of Paid Time Off allowed to be accrued under Parent’s applicable policies (the “PTO Limit “), but only to the extent that such unused Paid Time Off as of December 31, 2009 is attributable to vacation or, with respect to employees in California or states that require such pay by Law, personal days, it being understood that there shall be no payout of such Paid Time Off with respect to sick days. Company Employees will no longer be entitled to any Paid Time Off in excess of the PTO Limit following December 31, 2009. With respect to Company Employees who experience a termination of employment, Parent shall, or shall cause the Surviving Corporation to honor the provisions of the PTO Policy with respect to payments in respect of Paid Time Off on termination of employment (including any limitations on the obligation to make such payments in the event of a ‘for cause’ or similar termination, consistent with applicable Law); provided, however, that with respect to Paid Time Off Benefits accrued following December 31, 2008, any limitations with respect to payments in respect of Paid Time Off on termination of employment shall be determined (consistent with applicable Law) as shall be determined based on the Paid Time Off policy determined by Parent. The form Following December 31, 2009, Parent and substance of such resolutions shall be subject to the reasonable approval of Parent, and the Company shall provide its Subsidiaries may implement any Paid Time Off or similar policy as Parent evidence that such resolutions have been adopted by the Company Board or the board of directors of the Subsidiaries, as applicablemay determine in its discretion.

Employment and Employee Benefits Matters; Other Plans. (a) Without limiting any additional rights that any current or former employee Except as provided in this Section 6.11, effective as of the Closing, Company or any of its Subsidiaries Employees (each, a “Company Employee”and their dependents and beneficiaries) may have under any Company Plan, except as otherwise agreed shall cease participation in writing between Parent and a Company Employee, Parent shall cause the Surviving Corporation and each of its Subsidiaries, for a period commencing at the Effective Time and ending on the first anniversary thereof, to honor and maintain the severanceNon-related provisions of existing Company Plans with respect to any Company Employee terminated during that 12-month periodPlans. (b) Without limiting any additional rights As soon as administratively feasible after the Closing, Buyer shall adopt severance plans with terms that any are substantially similar to the EaglePicher Executive Severance Pay Plan (January 1, 2009 Restatement) and the EaglePicher Salaried Employees Severance Pay Plan (effective as of May 15, 2007). Schedule 6.11(b) of the Disclosure Schedules identifies each Company Employee may have under any Company who is eligible to participate in Seller’s EaglePicher Executive Severance Pay Plan and Seller’s EaglePicher Salaried Employees Severance Pay Plan, except as otherwise agreed in writing between Parent and a Company Employee, Parent shall cause the Surviving Corporation and each of its Subsidiaries, for the period commencing at the Effective Time and ending on December 31, 2013, to maintain for any Company Employee, subject to Section 5.8(a) above, cash compensation levels (including salary and bonus opportunities) that are no less favorable than the cash compensation levels maintained for and provided to such Company Employees immediately prior to the Effective Time, and benefits (including the costs thereof to Company Plan participants) that are either (x) no less favorable than those provided to such Company Employees immediately prior to the Effective Time or (y) substantially similar, in the aggregate, to those provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that nothing herein shall restrict Parent’s ability, from and after the Effective Time, to change when bonuses are paid to Company Employees to coincide with when bonuses are paid to the other employees of Parent and its Subsidiaries. (c) As of and after the Effective TimeClosing, Parent will, or will cause the Surviving Corporation to, Buyer shall give Company Employees full credit for all purposes (including eligibility to participate, vesting and benefit accruals), but not for purposes of eligibility and vesting (and, for vacation, benefit accruals under any defined benefit pension plans, accrual) under any employee compensation, incentive, and benefit (including vacation and paid time offvacation) plans, programs, policies and arrangements maintained for the benefit of Company Employees as of and after the Effective Time Closing by Parent, the Buyer or its Subsidiaries or the Surviving Corporation for the Company Employees’ service with the Company, its Subsidiaries and their predecessor entities Company (each, a “Parent Buyer Plan”) to the same extent reflected in recognized by the Company’s books and records Company immediately prior to the Effective TimeClosing. With respect to each Parent Buyer Plan that is a “welfare benefit plan” (as defined in Section 3(1) of ERISA), Parent the Buyer and its Subsidiaries shall use commercially reasonable efforts to (i) cause there to be waived any pre-existing condition or eligibility limitations to the extent waived under the similar Employee Plan immediately prior to Closing and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees under similar plans maintained by Company Employee Plans for the Company and its Subsidiaries immediately prior plan year in which the Closing occurs to the Effective Timeextent the applicable Buyer Plan and Employee Plan have the same plan year. (d) From Effective no later than immediately prior to the Closing, the Seller shall cause the Company to assume sponsorship of, and the Company shall become the sole plan sponsor of, the EPT Pension Plans. Prior to the Closing, the Seller shall, or shall cause the Company to, take all actions necessary (including providing the notice required by Section 204(h) of ERISA) to ensure that any active participant in the EaglePicher Salaried and Closed Hourly Pension Plan and the EaglePicher Hourly Pension Plan will cease to be an active participant as of the Closing and no benefits will accrue under such plans for any participant after the Effective TimeClosing. In connection with the transfer of sponsorship of the EPT Pension Plans to the Company, except as otherwise agreed the assets of the EPT Pension Plans that are held in the master trust of which the Seller is the settlor (the “Master Trust”) shall be transferred to a new master trust of which the Company is the settlor (the “Company Trust”). The assets of the EaglePicher Technologies Salaried Pension Plan and the EaglePicher Technologies Hourly Pension Plan shall be transferred to the Company Trust in cash. The assets of the EaglePicher Salaried and Closed Hourly Pension Plan and the EaglePicher Hourly Pension Plan shall be transferred to the Company Trust in cash unless Buyer notifies Seller in writing between Parent no later than twenty (20) days prior to the Closing Date, that Buyer desires the assets of both such plans to be transferred in kind. Buyer shall notify Seller in writing when the Company Trust has been established and a the assets of the EPT Pension Plans can be transferred to the Company Employee or as otherwise provided in this Agreement, Parent will honorTrust (which notice shall be delivered no later than sixty (60) days after the Closing Date), and will cause its Subsidiaries to honor, in accordance with its terms, the Seller shall effect such transfer no later than seven (7) days after receipt of such notice. No later than the earlier of (i) each existing employment, change in control, severance and termination protection plan, policy 30 days after the date hereof or agreement of or between the Company or any of its Subsidiaries and any officer, director or employee of that company, (ii) all obligations in effect as of the Effective Time under any equity-based, bonus or bonus deferral plans, programs or agreements of the Company or its Subsidiaries and (iii) all obligations in effect as of the Effective Time pursuant to outstanding restoration or equity-based plans, programs or agreements, and all vested and accrued benefits under any employee benefit, employment compensation, deferred compensation, or similar plans, programs, agreements or arrangements of the Company or its Subsidiaries. This Section 5.8 shall be binding upon and inure solely to the benefit of each party hereto, and for the avoidance of doubt, nothing in this Agreement is intended to (A) confer upon any current or former employee or other service provider of the Company or its Subsidiaries any right to employment or continued employment or continued service with Parent or any of its Subsidiaries (including, following the Closing Date, the Surviving Company shall file or cause to be filed a notice with the Pension Benefit Guaranty Corporation (if applicable“PBGC”) or in full compliance with ERISA Section 4043, and the regulations thereunder, for each of the EPT Pension Plans for the reportable event described in ERISA Section 4043(c)(9) and PBGC Regulation Section 4043.29 and any Subsidiary thereof (if applicable)), (B) constitute or create an employment or agreement with, or modify other reportable event that will be triggered by the at-will status of any, employee or other service provider, or (C) alter any collective bargaining agreement terms and conditionsparties entering into this Agreement. (e) Parent Effective as of the Closing Date, the Buyer or an Affiliate shall cause the Surviving Corporation be responsible for providing Company Employees and Former Company Employees and each of its Subsidiaries, for a period commencing at their qualified beneficiaries with COBRA continuation coverage in accordance with the Effective Time and ending 90 days thereafter, not to effectuate a “plant closing” or “mass layoff” as those terms are defined in the Worker Readjustment and Notification Act (29 U.S.C. §2101) (the “WARN Act”) affecting in whole or in part any site requirements of employment, facility, operating unit or Company Employee, and shall cause the Surviving Corporation and each of its Subsidiaries not to take any such action after such 90-day period without complying with all provisions Section 4980B of the WARN Act, or any similar provision of applicable foreign LawCode. (f) If so directed by Parent, The Seller shall take all necessary actions to permit the distribution and/or rollover of Company Board, one business day prior to Employees’ account balances under any Non-Company Employee Plan that is a tax-qualified defined contribution plan (within the Effective Time, will adopt resolutions terminating any and all Plans intended to qualify as a qualified cash or deferred arrangement under meaning of Section 401(k) of the Code, effective no later than the day immediately preceding the date the Company becomes a member of the same controlled group of corporations (as defined in Section 414(b) of the Code) as Parent. The form and substance of such resolutions shall be subject to the reasonable approval of Parent, and the Company shall provide Parent evidence that such resolutions have been adopted by the Company Board or the board of directors of the Subsidiaries, as applicable.3(34)

Employment and Employee Benefits Matters; Other Plans. (a) Without limiting any additional rights that any current or former employee of the Company or any of its Subsidiaries (each, a “Company Employee”) may have under any Company Plan, except as otherwise agreed in writing between Parent and a Company Employee, Parent shall cause the Surviving Corporation and each of its Subsidiaries, for a period commencing at the Effective Time and ending on the first anniversary thereofDecember 31, 2018 thereafter, to honor and maintain the severance-related provisions of existing Company Plans in accordance with respect their terms in effect on the date hereof and to provide 100% of the severance payments and benefits required thereunder pursuant to the terms thereof in effect on the date hereof to be provided any Company Employee terminated during that 12-month period. (b) Without limiting any additional rights that any Company Employee may have under any Company Plan, except as otherwise agreed in writing between Parent and a Company Employee, Parent shall cause the Surviving Corporation and each of its Subsidiaries, for the period commencing at the Effective Time and ending on December 31, 20132018 thereafter, to maintain for any Company Employee, subject to Section 5.8(aEmployee who remains employed by the Company or any of its Subsidiaries (i) abovesalary, cash compensation levels bonus opportunities (including salary excluding the value of equity-based awards) and bonus opportunities) commission opportunities that are no less favorable than in the aggregate than, and (ii) benefits (including health, welfare and retirement benefits but excluding the value of equity-based awards) provided under Company Plans that in the aggregate are substantially comparable to, the salary, cash compensation levels bonus opportunities (excluding the value of equity-based awards), commission opportunities and benefits (excluding the value of equity-based awards) maintained for and provided to such Company Employees immediately prior to the Effective Time, and benefits (including the costs thereof to Company Plan participants) that are either (x) no less favorable than those provided to such Company Employees immediately prior to the Effective Time or (y) substantially similar, in the aggregate, to those provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that nothing herein shall restrict Parent’s ability, from and after the Effective Time, to change when bonuses are paid to Company Employees to coincide with when bonuses are paid to the other employees of Parent and its Subsidiaries. (c) As of and after the Effective Time, Parent will, or will cause the Surviving Corporation to, give Company Employees full credit for all purposes (including of eligibility to participate, and vesting and benefit accruals), for purposes of determining future vacation accruals and severance amounts (but not for purposes of benefit accruals under any defined benefit pension plans), under (x) any severance-related provisions of existing Company Plans described in Section 5.8(a) above and (y) any employee compensation, incentive, and benefit (including vacation and paid time offvacation) plans, programs, policies and arrangements maintained for the benefit of Company Employees as of and after the Effective Time by Parent, its Subsidiaries or the Surviving Corporation for the Company Employees’ service with the Company, its Subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent reflected in recognized by the Company’s books and records Company for similar purposes under Company Plans immediately prior to the Effective Time. With respect to each Parent Plan that is a “welfare benefit plan” (as defined in Section 3(1) of ERISA), Parent and its Subsidiaries shall use commercially reasonable efforts to (i) cause there to be waived any pre-existing condition or eligibility limitations and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees under similar plans maintained by the Company and its Subsidiaries immediately prior to the Effective Time. (d) From and after the Effective Time, except as otherwise agreed in writing between Parent and a Company Employee or as otherwise provided in this Agreement, Parent will honor, and will cause its Subsidiaries to honor, in accordance with its terms, (i) each existing employment, change in control, retention, severance and termination protection plan, policy or agreement of or between the Company or any of its Subsidiaries and any officer, director or employee of that company, in each case, in accordance with its terms in effect on the date hereof, listed on Section 3.11(a) of the Company Disclosure Letter and previously provided to Parent, (ii) all obligations in effect as of the Effective Time under any equity-based, bonus or bonus deferral plans, programs or agreements of the Company or its Subsidiaries Subsidiaries, in each case, in accordance with its terms in effect on the date hereof, listed on Section 3.11(a) of the Company Disclosure Letter and previously provided to Parent and (iii) all obligations in effect as of the Effective Time pursuant to outstanding restoration or equity-based plans, programs or agreements, and all vested and accrued benefits under any employee benefit, employment compensation, deferred compensation, compensation or similar plans, programs, agreements or arrangements of the Company or its Subsidiaries. This Section 5.8 Parent acknowledges that the transaction contemplated hereby shall be binding upon and inure solely to the benefit constitute a “change in control” for purposes of each party hereto, and for the avoidance of doubt, nothing in this Agreement is intended to (A) confer upon any current Company Plan that uses such term or former employee or other service provider of the Company or its Subsidiaries any right to employment or continued employment or continued service with Parent or any of its Subsidiaries (including, following the Closing Date, the Surviving Corporation (if applicable) or any Subsidiary thereof (if applicable)), (B) constitute or create an employment or agreement with, or modify the at-will status of any, employee or other service provider, or (C) alter any collective bargaining agreement terms and conditionsa similar term. (e) Parent shall cause the Surviving Corporation and each of its Subsidiaries, for a period commencing at the Effective Time and ending 90 days thereafter, not to effectuate a “plant closing” or “mass layoff” as those terms are defined in the Worker Readjustment and Notification Act (29 U.S.C. §2101) (the “WARN Act”) affecting in whole or in part any site of employment, facility, operating unit or Company Employee, and shall cause the Surviving Corporation and each of its Subsidiaries not to take any such action after such 90-day period without complying with all provisions of the WARN Act, or any similar provision of applicable foreign Law. (f) If so directed by Parent, the Company Board, one business day prior to the Effective Time, will adopt resolutions terminating any and all Plans intended to qualify as a qualified cash or deferred arrangement under Section 401(k) of the Code, effective no later than the day immediately preceding the date the Company becomes a member of the same controlled group of corporations (as defined in Section 414(b) of the Code) as Parent. The form and substance of such resolutions shall be subject to the reasonable approval of Parent, and the Company shall provide Parent evidence that such resolutions have been adopted by the Company Board or the board of directors of the Subsidiaries, as applicable.

Employment and Employee Benefits Matters; Other Plans. (a) Without limiting any additional rights that any current or former employee of the Company or any of its Subsidiaries (each, a “Company Employee”) may have under any Company Plan, except as otherwise agreed in writing between Parent and a Company Employee, Parent shall cause the Surviving Corporation and each of its Subsidiaries, for a period commencing at the Effective Time and ending on the first anniversary thereof, to honor and maintain the severance-related provisions of existing Company Plans with respect and to provide 100% of the severance payments and benefits required thereunder to be provided any Company Employee (other than the Excluded Employees) terminated during that 12-month period. (b) Without limiting any additional rights that any Company Employee may have under any Company Plan, except as otherwise agreed in writing between Parent and a Company Employee, Parent shall cause the Surviving Corporation and each of its Subsidiaries, for the period commencing at the Effective Time and ending on December 31, 2013the first anniversary thereof, to maintain for any Company Employee, Employee (other than the Excluded Employees) (i) subject to Section 5.8(a) above, cash compensation levels (including salary such term to include salary, bonus opportunities and bonus opportunitiescommissions) that are each no less favorable in the aggregate than, and (ii) benefits (including the costs thereof to Company Plan participants) provided under Company Plans that in the aggregate are no less favorable than than, the overall cash compensation levels maintained for and provided to such Company Employees immediately prior to the Effective Time, and benefits (including the costs thereof to Company Plan participants) that are either (x) no less favorable than those maintained for and provided to such Company Employees (other than the Excluded Employees) immediately prior to the Effective Time or (y) substantially similar, in the aggregate, to those provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that nothing herein shall restrict Parent’s ability, from and after the Effective Time, to change when bonuses are paid to Company Employees to coincide with when bonuses are paid to the other employees of Parent and its Subsidiaries. (c) As of and after the Effective Time, Parent will, or will cause the Surviving Corporation to, give the Company Employees full credit for all purposes (including of eligibility to participate, and vesting and benefit accruals), accruals (but not for purposes of benefit accruals under any defined benefit pension plansplans or for purposes of any equity-based awards), under any employee compensation, incentive, and benefit (including vacation and paid time offvacation) plans, programs, policies and arrangements maintained for the benefit of Company Employees as of and after the Effective Time by Parent, its Subsidiaries or the Surviving Corporation for the Company Employees’ service with the Company, its Subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent reflected in recognized by the Company’s books and records Company immediately prior to the Effective Time. With respect to each Parent Plan that is a “welfare benefit plan” (as defined in Section 3(1) of ERISA), Parent and its Subsidiaries shall (i) cause there to be waived any pre-existing condition or eligibility limitations and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees under similar plans maintained by the Company and its Subsidiaries immediately prior to the Effective Time. (d) From and after the Effective Time, except as otherwise agreed in writing between Parent and a Company Employee or as otherwise provided in this Agreement, Parent will honor, and will cause its Subsidiaries to honor, their respective obligations under the Company Plans in accordance with its terms, (i) each existing employment, change in control, severance and termination protection plan, policy or agreement of or between the Company or any of its Subsidiaries and any officer, director or employee of that company, (ii) all obligations in effect as of the Effective Time under any equity-based, bonus or bonus deferral plans, programs or agreements of the Company or its Subsidiaries and (iii) all obligations in effect as of the Effective Time pursuant to outstanding restoration or equity-based plans, programs or agreements, and all vested and accrued benefits under any employee benefit, employment compensation, deferred compensation, or similar plans, programs, agreements or arrangements of the Company or its Subsidiaries. This Section 5.8 shall be binding upon and inure solely to the benefit of each party hereto, and for the avoidance of doubt, nothing in this Agreement is intended to (A) confer upon any current or former employee or other service provider of the Company or its Subsidiaries any right to employment or continued employment or continued service with Parent or any of its Subsidiaries (including, following the Closing Date, the Surviving Corporation (if applicable) or any Subsidiary thereof (if applicable)), (B) constitute or create an employment or agreement with, or modify the at-will status of any, employee or other service provider, or (C) alter any collective bargaining agreement terms and conditions. (e) Parent shall cause the Surviving Corporation and each of its Subsidiaries, for a period commencing at the Effective Time and ending 90 days thereafter, not to effectuate a “plant closing” or “mass layoff” as those terms are defined in the Worker Readjustment and Notification Act (29 U.S.C. §2101) (the “WARN Act”) affecting in whole or in part any site of employment, facility, operating unit or Company Employee, and shall cause the Surviving Corporation and each of its Subsidiaries not to take any such action after such 90-day period without complying with all provisions of the WARN Act, or any similar provision of applicable foreign Law. (f) If so directed by Parent, the Company Board, one business day prior to the Effective Time, will adopt resolutions terminating any and all Plans intended to qualify as a qualified cash or deferred arrangement under Section 401(k) of the Code, effective no later than the day immediately preceding the date the Company becomes a member of the same controlled group of corporations (as defined in Section 414(b) of the Code) as Parent. The form and substance of such resolutions shall be subject to the reasonable approval of Parent, and the Company shall provide Parent evidence that such resolutions have been adopted by the Company Board or the board of directors of the Subsidiaries, as applicablePlan.

Employment and Employee Benefits Matters; Other Plans. (a) Without limiting any additional rights that any current or former employee of the Company or any of its Subsidiaries (each, a “Company Employee”) may have under any Company Plan, except as otherwise agreed in writing between Parent and a Company Employee, Parent shall cause the Surviving Corporation and each of its Subsidiaries, for a period commencing at the Effective Time and ending on the first anniversary thereof, to honor and maintain the severance-related provisions of existing Company Plans with respect to any Company Employee terminated during that 12-month period. (bi) Without limiting any additional rights that any Company Employee may have under any Company Plan, except as otherwise agreed in writing between Parent and a Company Employee, Parent shall cause the Surviving Corporation and each of its Subsidiaries, for the period commencing at the Effective Time and ending on the earlier of December 31, 20132019 (the “Benefits Transition Date”) or the date employment ceases, to maintain for any each Company EmployeeEmployee employed as of the Effective Time (the “Continuing Employees”) base salary levels no less favorable than that in effect as of immediately prior to the Closing Date, subject (ii) for the period commencing at the Effective Time and ending on the earlier of the Benefits Transition Date or the date employment ceases, to Section 5.8(a) above, maintain for each Continuing Employee other cash compensation levels (including such term to consist of percentage of salary used for target bonus opportunities (on metrics set by Parent) and bonus opportunities) that are no less favorable than the cash compensation levels maintained for and provided to such Company Employees immediately prior to the Effective Time, and benefits (including the costs thereof to Company Plan participants) that are either (xcommission programs) no less favorable than those provided to such Company Employees immediately prior to in effect as of the date hereof, and (iii) for the period commencing at the Effective Time or and ending six (y6) substantially similar, in the aggregate, to those provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that nothing herein shall restrict Parent’s ability, from and months after the Effective Time, Parent will cause the Company to change when bonuses are paid to maintain in effect the Severance Practices (as defined and described in Section 3.12(a) of the Company Employees to coincide with when bonuses are paid to Disclosure Schedule). Any other Company Plans and benefits not specifically described in this Section 5.8 will be provided in the other employees sole discretion of Parent and its SubsidiariesParent. (cb) As of and after the Effective Time, Parent will, agrees to provide or will cause its Subsidiaries (including the Surviving Corporation to, give Company Corporation) to provide Continuing Employees full credit for all purposes (including eligibility to participate, vesting and benefit accruals), but not for purposes of benefit accruals under any defined benefit pension plans, under any employee compensation, incentive, and benefit (including vacation and paid time off) plans, programs, policies and arrangements maintained for the benefit of Company Employees as of and after the Effective Time by Parent, its Subsidiaries or the Surviving Corporation for the Company Continuing Employees’ service with the Company, its Subsidiaries and their predecessor entities (eachfor purposes of eligibility, a “vesting, and benefit accruals under Parent’s 401(k) plan, vacation accrual rates, sick time accrual rates, service used for determining severance under the applicable policy or Contract, and any pre-Closing Date Company Equity Awards that are assumed by Parent Plan”) to the same extent reflected in recognized by the Company’s books and records Company immediately prior to the Effective Time. With respect , except to each the extent such service credit would result in a duplication of benefits for the same period of service. (c) Parent Plan that is a “welfare benefit plan” (as defined in Section 3(1) of ERISA), Parent will cause the Surviving Corporation and its Subsidiaries shall (i) to maintain in place, from the Effective Time through the Benefits Transition Date, the pre-Closing Company Plans that provide medical, dental, vision, employee assistance, short-term disability and long-term disability benefits. Such coverage for the Continuing Employees will transition to Parent-provided benefit plans effective on the day after the Benefits Transition Date. From and after the Benefits Transition Date, Parent will or will cause there its Subsidiaries to cause any pre‑existing conditions or limitations, exclusions, eligibility waiting periods and required physical examinations under any group health and welfare plans of Parent or its Subsidiaries to be waived with respect to Continuing Employees and their eligible dependents. To the extent that the Benefits Transition Date occurs other than on the last day of the plan year with respect to any prewelfare benefit plans, Parent shall recognize or cause to be recognized the dollar amount of all co‑payments, co‑insurance, out of pocket expenses, deductibles, offsets and similar payments incurred by each Continuing Employee and his or her eligible dependents during the plan year in which the Benefits Transition Date occurs for purposes of satisfying such year’s co-existing condition payment, co‑insurance, out of pocket, deductible, offset or eligibility limitations and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees similar payments under similar plans maintained by the Company and corresponding plan of the Parent or its Subsidiaries immediately prior in which the Continuing Employee (and his or her eligible dependents) will be eligible to participate from and after the Effective TimeBenefits Transition Date. (d) From and after the Effective Time, except as otherwise agreed in writing between Parent or any of its Affiliates and a Company Continuing Employee or as otherwise provided in this AgreementAgreement or the applicable individual written Contract, Parent will honor, agrees to cause the Surviving Corporation and will cause its Subsidiaries (including the Surviving Corporation) to honor, honor in accordance with its terms, (i) each existing written employment, retention, change in control, severance and termination protection plan, policy or agreement Contract of or between the Company or any of its Subsidiaries and any officer, director or employee of that company, (ii) all written obligations in effect as of the Effective Time under any equity-based, bonus or bonus deferral plans, programs or agreements Contracts of the Company or its Subsidiaries and (iii) all obligations in effect as of the Effective Time pursuant to outstanding restoration or equity-based plans, programs or agreements, and all vested and accrued benefits under any employee benefit, employment compensation, deferred compensation, Company Plans or similar plans, programs, agreements or arrangements Contracts of the Company or its Subsidiaries. This Section 5.8 . (e) Upon Parent’s written request, which request shall be binding upon and inure solely made at least five (5) Business Days prior to the benefit of each party hereto, and for the avoidance of doubt, nothing in this Agreement is intended to (A) confer upon any current or former employee or other service provider of the Company or its Subsidiaries any right to employment or continued employment or continued service with Parent or any of its Subsidiaries (including, following the Closing Date, the Surviving Corporation (if applicable) or any Subsidiary thereof (if applicable)), (B) constitute or create an employment or agreement with, or modify the at-will status Board of any, employee or other service provider, or (C) alter any collective bargaining agreement terms and conditions. (e) Parent shall cause the Surviving Corporation and each of its Subsidiaries, for a period commencing at the Effective Time and ending 90 days thereafter, not to effectuate a “plant closing” or “mass layoff” as those terms are defined in the Worker Readjustment and Notification Act (29 U.S.C. §2101) (the “WARN Act”) affecting in whole or in part any site of employment, facility, operating unit or Company Employee, and shall cause the Surviving Corporation and each of its Subsidiaries not to take any such action after such 90-day period without complying with all provisions Directors of the WARN ActCompany shall adopt resolutions, or any similar provision of applicable foreign Law. (f) If so directed by Parent, the Company Board, one business day prior to the Effective Time, will adopt resolutions terminating any and all Plans intended to qualify as a qualified cash or deferred arrangement under Section 401(k) of the Code, effective no later than the day immediately preceding the date Closing Date, to terminate the Company becomes a member Company’s 401(k) plan as of the same controlled group of corporations (as defined in Section 414(b) of day immediately preceding the Code) as Parent. The form and substance of Closing Date, such resolutions having been approved as to form by the Parent at least two (2) Business Days before such action is taken. In addition, upon Parent’s written request, which request shall be subject made at least seven (7) Business Days prior to the reasonable approval Closing Date, the Board of Parent, and Directors of the Company shall provide adopt resolutions, no earlier than thirty (30) days prior to the Closing Date, to terminate the Company’s Deferred Compensation Plan in accordance with the rules set forth in Treas. Reg. Section 1.409A-3(j)(4)(ix). (f) This Section 5.8 shall not apply with respect to individuals covered by collective bargaining agreements or other collective representations, in which case the terms of the applicable collective bargaining agreement or collective representation shall apply, or with respect to individuals or Company Plans subject to non-United States Law, in which case Parent evidence that such resolutions have been adopted by agrees to comply or cause its Subsidiaries to comply with any applicable Laws or employment Contracts with respect to compensation and benefits. Section 5.8 is included for the sole benefit of the parties hereto and their respective transferees and permitted assigns and does not and shall not create any right in any Person, including any current or former director, officer, employee or consultant of the Company Board or any of its Subsidiaries, any participant in any Company Plan or any dependent, beneficiary or trustee thereof. Nothing contained in this Agreement (express or implied) (i) is intended to require Parent or the board Company or its Subsidiaries to establish or maintain any specific employee benefit plan for any length of directors time (except as set forth Section 5.8(d)), (ii) is intended to create a Company Plan or any Employee Benefit Plan or amend any of the Subsidiariesforegoing, as applicable(iii) is intended to confer upon any individual any right to employment or continued employment for any period of time, or any right to a particular term or condition of employment, or (iv) shall be construed to indicate the existence of employment relations between the Company or any of its Affiliates and any of its or their service providers (including contractors and consultants). Notwithstanding anything to the contrary in this Agreement, the parties do not intend for this Section 5.8 to create any rights or obligations except between the parties hereto. No Continuing Employee or former employee of the Company or any Subsidiary, including any beneficiary or dependent thereof, or any other Person not a party to this Agreement, shall be entitled to assert any claim against Parent, the Surviving Corporation or any of their respective Affiliates under this Section 5.8.

Employment and Employee Benefits Matters; Other Plans. (a) Without limiting any additional rights that any current With respect to each individual who is employed by the Surviving Corporation or former employee of the Company or any one of its Subsidiaries immediately following the Closing (each, a “Company Employee”) may have under any Company Plan, except as otherwise agreed in writing between Parent and a Company Employee, Parent shall cause the Surviving Corporation and each of its Subsidiaries, for a period commencing at the Effective Time and ending on the first anniversary thereof, to honor and maintain the severance-related provisions of existing Company Plans with respect to any Company Employee terminated during that 12-month period. (b) Without limiting any additional rights that any Company Employee may have under any Company Plan, except as otherwise agreed in writing between Parent and a Company Employee), Parent shall cause the Surviving Corporation and each of its Subsidiaries, for the period commencing at the Company Merger Effective Time and ending on December 31, 2013the first anniversary thereof, to maintain for any Company Employee, subject to Section 5.8(aEmployee (i) above, base salary or wage rate and target annual cash compensation levels (including salary bonus and bonus opportunities) commission opportunities that are no less favorable in the aggregate than the base salary or wage rate and target annual cash compensation levels maintained for bonus and provided commission opportunities to which such Company Employees Employee was entitled immediately prior to the Company Merger Effective Time, and (ii) employee benefits (including excluding, for the costs thereof to Company Plan participantsavoidance of doubt, any defined benefit, retiree welfare or life insurance, or equity incentive benefit) that are either substantially similar in the aggregate to the overall employee benefits (xexcluding, for the avoidance of doubt, any defined benefit, retiree welfare or life insurance, or equity incentive benefit) no less favorable than those provided to which such Company Employees Employee was entitled immediately prior to the Effective Time or (y) substantially similar, in the aggregate, to those provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that nothing herein shall restrict Parent’s ability, from and after the Company Merger Effective Time, to change when bonuses are paid to Company Employees to coincide with when bonuses are paid to the other employees of Parent and its Subsidiaries. (cb) As of and after the Company Merger Effective Time, Parent will, or will cause the Surviving Corporation to, give Company Employees full credit for all purposes (including of eligibility to participate, and vesting and benefit accruals), accruals (but not for purposes of benefit accruals under any defined benefit pension plans), under any employee compensation, incentive, and benefit (including vacation and paid time offvacation) plans, programs, policies and arrangements maintained for the benefit of Company Employees as of and after the Company Merger Effective Time by Parent, its Subsidiaries or the Surviving Corporation for the Company Employees’ service with the Company, its Subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent reflected in recognized by the Company’s books and records Company immediately prior to the Company Merger Effective Time. Notwithstanding the foregoing, neither Parent nor any of its Subsidiaries shall be required to recognize such service to the extent doing so would result in the duplication of benefits. With respect to each Parent Plan that is a “welfare benefit plan” (as defined in Section 3(1) of ERISA), Parent and shall, or shall cause its Subsidiaries shall applicable Subsidiary (including the Surviving Corporation) to (i) cause there to be waived any pre-existing condition exclusions or eligibility limitations actively-at-work requirements of such Parent Plans for each Company Employee and their covered dependents and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations, to claims eligible expenses incurred and amounts paid by, and amounts reimbursed to, by Company Employees under similar plans maintained by during the portion of the plan year of the corresponding Company and its Subsidiaries immediately prior to Plan ending on the Effective Timedate such Company Employee’s participation in the corresponding Company Plan ends as if such amounts had been paid in accordance with the applicable Parent Plan. (dc) From and after the Company Merger Effective Time, except as otherwise agreed in writing between Parent and a Company Employee or as otherwise provided in this Agreement, Parent will honor, and will cause its Subsidiaries to honor, in accordance with its terms, (i) each existing employment, change in control, severance and termination protection plan, policy or agreement of or between the Company or any of its Subsidiaries and any officer, director or employee of that company, (ii) all obligations in effect as of the Company Merger Effective Time under any equity-based, bonus or bonus deferral plans, programs or agreements of the Company or its Subsidiaries and (iii) all obligations in effect as of the Company Merger Effective Time pursuant to outstanding restoration deferred compensation or equity-based plans, programs or agreements, and all vested and accrued benefits under any employee benefit, employment compensation, deferred compensation, compensation or similar plans, programs, agreements or arrangements of the Company or its Subsidiaries. This Section 5.8 shall be binding upon and inure solely . (d) Notwithstanding anything to the benefit of each party hereto, and for the avoidance of doubtcontrary contained in this Agreement, nothing contained in this Agreement is intended shall (i) construed to establish, amend or modify any benefit or compensation plan, program, agreement, contract, policy or arrangement, (Aii) obligate Parent or the Surviving Corporation or any of their respective subsidiaries to adopt or maintain any particular benefit plan or arrangement, (iii) prevent Parent or the Surviving Corporation from amending, modifying or terminating any benefit plan or arrangement, (iv) limit the right of Parent or the Surviving Corporation (or any Subsidiary thereof) to terminate the employment or service of any employee or service provider following the Closing at any time or for any or no reason, or (v) confer upon any current or former employee or other service provider of the Company or its Subsidiaries Employee any right to employment or continued employment with Parent, its Subsidiaries, or continued service the Surviving Corporation, or to any particular term or condition of employment with Parent Parent, its Subsidiaries, or the Surviving Corporation. Nothing herein is intended to provide any current or former employee, director, officer, or natural person independent contractor of Parent, the Surviving Corporation, or any of its their respective Subsidiaries (including, following the Closing Date, the Surviving Corporation (if applicable) or affiliates with any Subsidiary thereof (if applicable)), (B) constitute or create an employment or agreement with, or modify the at-will status of any, employee or other service provider, or (C) alter any collective bargaining agreement terms and conditionsthird party beneficiary rights under this Agreement. (e) Parent shall cause the Surviving Corporation and each of its Subsidiaries, for a period commencing at the Effective Time and ending 90 days thereafter, not to effectuate a “plant closing” or “mass layoff” as those terms are defined in the Worker Readjustment and Notification Act (29 U.S.C. §2101) (the “WARN Act”) affecting in whole or in part any site of employment, facility, operating unit or Company Employee, and shall cause the Surviving Corporation and each of its Subsidiaries not to take any such action after such 90-day period without complying with all provisions of the WARN Act, or any similar provision of applicable foreign Law. (f) If so directed by Parent, the Company Board, one business day prior to the Effective Time, will adopt resolutions terminating any and all Plans intended to qualify as a qualified cash or deferred arrangement under Section 401(k) of the Code, effective no later than the day immediately preceding the date the Company becomes a member of the same controlled group of corporations (as defined in Section 414(b) of the Code) as Parent. The form and substance of such resolutions shall be subject to the reasonable approval of Parent, and the Company shall provide Parent evidence that such resolutions have been adopted by the Company Board or the board of directors of the Subsidiaries, as applicable.

Employment and Employee Benefits Matters; Other Plans. (a) Without limiting any additional rights that any current or former employee of the Company or any of its Subsidiaries (each, a “Company Employee”) may have under any Company Plan, except as otherwise agreed in writing between Parent and a Company Employee, Parent shall cause the Surviving Corporation and each of its Subsidiaries, for a period commencing at the Effective Time and ending on the first anniversary thereofof the Effective Time, to honor and maintain the severance-related provisions of existing Company Plans with respect and to provide 100% of the cash severance payments required thereunder to be provided to any Company Employee who does not have an individual Contract providing for severance and is terminated during that 12-month periodwithout “cause” (using criteria comparable to those in effect under Parent’s severance policies and subject to a required release of claims on a form to be provided by Parent in connection with such terms). (b) Without limiting any additional rights that any Company Employee may have under any Company Plan, except as otherwise agreed in writing between Parent and a Company Employee, Parent shall cause the Surviving Corporation and each of its Subsidiaries, (i) for the period commencing at the Effective Time and ending on the first anniversary of the Effective Time, to maintain for each Company Employee employed as of the Effective Time (the “Continuing Employees”) base salary levels no less favorable than that in effect as of the date hereof and (ii) for the period commencing at the Effective Time and ending on December 31, 20132016, to maintain for any Company Employee, subject to Section 5.8(a) above, each Continuing Employee other cash compensation levels (including such term to consist of percentage of salary used for target bonus opportunities (on metrics set by Parent) and bonus opportunities) that are no less favorable than the cash compensation levels maintained for and provided to such Company Employees immediately prior to the Effective Time, and benefits (including the costs thereof to Company Plan participants) that are either (xcommission programs) no less favorable than those that in effect as of the date hereof. Any other Company Plans and benefits not specifically described in this Section 5.8 will be provided to such Company Employees immediately prior to the Effective Time or (y) substantially similar, in the aggregate, to those provided to similarly situated employees sole discretion of Parent and its Subsidiaries; provided, however, that nothing herein shall restrict Parent’s ability, from and after the Effective Time, to change when bonuses are paid to Company Employees to coincide with when bonuses are paid to the other employees of Parent and its Subsidiaries. (c) As of and after the Effective Time, Parent will, agrees to provide or will cause its Subsidiaries (including the Surviving Corporation to, give Company Corporation) to provide Continuing Employees full credit for all purposes (including eligibility to participate, vesting and benefit accruals), but not for purposes of benefit accruals under any defined benefit pension plans, under any employee compensation, incentive, and benefit (including vacation and paid time off) plans, programs, policies and arrangements maintained for the benefit of Company Employees as of and after the Effective Time by Parent, its Subsidiaries or the Surviving Corporation for the Company Continuing Employees’ service with the Company, its Subsidiaries and their predecessor entities (eachfor purposes of eligibility, a “vesting, and benefit accruals under Parent’s 401(k) plan, vacation accrual rates, sick time accrual rates, service used for determining severance under the applicable policy or Contract, and any pre-Closing Date Company Equity Awards that are assumed by Parent Plan”) to the same extent reflected in the Company’s books and records immediately prior to the Effective Time. With respect to each Parent Plan that is a “welfare benefit plan” (as defined in Section 3(1) of ERISA), Parent and its Subsidiaries shall (i) cause there to be waived any pre-existing condition or eligibility limitations and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees under similar plans maintained recognized by the Company and its Subsidiaries immediately prior to the Effective Time. (d) Parent will cause the Surviving Corporation and its Subsidiaries to maintain in place, from the Effective Time through December 31, 2016, the pre-Closing Company Plans that provide medical, dental, vision, employee assistance, short-term disability and long-term disability benefits. Such coverage for the Continuing Employees will transition to Parent-provided benefit plans effective January 1, 2017, at which point Parent will be changing its benefits to a calendar year plan year. Parent will provide the Continuing Employees with credit in 2017 for deductibles, co-payments and out-of-pocket maximums for the period between July 1, 2016 and December 31, 2016 in a manner comparable to the crediting it applies to Parent employees at that time, if and when Parent can obtain sufficient information from the insurance carriers or other sources to make it practicable to provide such credits. (e) From and after the Effective Time, except as otherwise agreed in writing between Parent or any of its Affiliates and a Company Continuing Employee or as otherwise provided in this AgreementAgreement or the applicable individual written Contract, Parent will honor, agrees to cause the Surviving Corporation and will cause its Subsidiaries (including the Surviving Corporation) to honor, honor in accordance with its terms, (i) each existing written employment, retention, change in control, severance and termination protection plan, policy or agreement Contract of or between the Company or any of its Subsidiaries and any officer, director or employee of that company, (ii) all written obligations in effect as of the Effective Time under any equity-based, bonus or bonus deferral plans, programs or agreements Contracts of the Company or its Subsidiaries and (iii) all obligations in effect as of the Effective Time pursuant to outstanding restoration or equity-based plans, programs or agreements, and all vested and accrued benefits under any employee benefit, employment compensation, deferred compensation, Company Plans or similar plans, programs, agreements or arrangements Contracts of the Company or its Subsidiaries. Notwithstanding the foregoing, new deferrals under the Company 2005 Deferred Compensation Plan will cease no later than the Closing Date. (f) At least two Business Days prior to the Closing Date, the Company shall provide Parent evidence that the Company has terminated each Company Plan intended to comply with Section 401(k) of the Code in a form and on terms and timing reasonably satisfactory to Parent, prospectively effective no later than the day before the Effective Time. (g) This Section 5.8 shall be binding upon not apply with respect to individuals covered by collective bargaining agreements or other collective representations, in which case the terms of the applicable collective bargaining agreement or collective representation shall apply, or with respect to individuals or Company Plans subject to non-United States Law, in which case Parent agrees to comply or cause its Subsidiaries to comply with any applicable Laws or employment Contracts with respect to compensation and inure solely to benefits. Section 5.8 is included for the sole benefit of each party heretothe parties hereto and their respective transferees and permitted assigns and does not and shall not create any right in any Person, and for the avoidance of doubt, nothing in this Agreement is intended to (A) confer upon including any current or former employee or other service provider of the Company or any of its Subsidiaries Subsidiaries, any participant in any Company Plan or any beneficiary or trustee thereof. Nothing contained in this Agreement (express or implied) (i) is intended to require Parent to establish or maintain any specific employee benefit plan for any length of time (except as set forth Section 5.8(d)), (ii) is intended to create a Company Plan or any Employee Benefit Plan or amend any of the foregoing, (iii) is intended to confer upon any individual any right to employment or continued employment for any period of time, or continued service with Parent any right to a particular term or condition of employment, or (iv) shall be construed to indicate the existence of employment relations between the Company or any of its Subsidiaries Affiliates and any of its or their service providers (includingincluding contractors and consultants). Notwithstanding anything to the contrary in this Agreement, following the Closing Dateparties do not intend for this Section 5.8 to create any rights or obligations except between the parties hereto. No Continuing Employee or former employee of the Company or any Subsidiary, including any beneficiary or dependent thereof, or any other Person not a party to this Agreement, shall be entitled to assert any claim against Parent, the Surviving Corporation (if applicable) or any Subsidiary thereof (if applicable)), (B) constitute or create an employment or agreement with, or modify the at-will status of any, employee or other service provider, or (C) alter any collective bargaining agreement terms and conditionstheir respective Affiliates under this Section 5.8. (e) Parent shall cause the Surviving Corporation and each of its Subsidiaries, for a period commencing at the Effective Time and ending 90 days thereafter, not to effectuate a “plant closing” or “mass layoff” as those terms are defined in the Worker Readjustment and Notification Act (29 U.S.C. §2101) (the “WARN Act”) affecting in whole or in part any site of employment, facility, operating unit or Company Employee, and shall cause the Surviving Corporation and each of its Subsidiaries not to take any such action after such 90-day period without complying with all provisions of the WARN Act, or any similar provision of applicable foreign Law. (f) If so directed by Parent, the Company Board, one business day prior to the Effective Time, will adopt resolutions terminating any and all Plans intended to qualify as a qualified cash or deferred arrangement under Section 401(k) of the Code, effective no later than the day immediately preceding the date the Company becomes a member of the same controlled group of corporations (as defined in Section 414(b) of the Code) as Parent. The form and substance of such resolutions shall be subject to the reasonable approval of Parent, and the Company shall provide Parent evidence that such resolutions have been adopted by the Company Board or the board of directors of the Subsidiaries, as applicable.

Employment and Employee Benefits Matters; Other Plans. (a) Without limiting any additional rights that any current or former employee of During the Company or any of its Subsidiaries (eachone-year period commencing at the Effective Time, a “Company Employee”) may have under any Company Plan, except as otherwise agreed in writing between Parent and a Company Employee, Parent Buyer shall cause the Surviving Corporation to provide to employees of the Company and each of its SubsidiariesSubsidiaries (the “Continuing Employees”) compensation (such term to include salary, for a period commencing at the Effective Time and ending on the first anniversary thereof, to honor and maintain the severance-related provisions of existing Company Plans with respect to any Company Employee terminated during that 12-month period. (b) Without limiting any additional rights that any Company Employee may have under any Company Plan, except as otherwise agreed in writing between Parent and a Company Employee, Parent shall cause the Surviving Corporation and each of its Subsidiaries, for the period commencing at the Effective Time and ending on December 31, 2013, to maintain for any Company Employee, subject to Section 5.8(a) above, cash compensation levels (including salary and bonus opportunities, commissions and severance) that are no less favorable than the cash compensation levels maintained for and provided to such Company Employees immediately prior to the Effective Time, and benefits (including the costs thereof to Company Employee Plan participants) that are either (x) in the aggregate, no less favorable than those (with such benefits measured in the aggregate, as opposed to on an employee-by-employee basis) the compensation and benefits being provided to such Company Continuing Employees immediately prior to the Effective Time under the Company’s Employee Plans (excluding for purposes of calculating a Continuing Employee’s level of compensation and benefits immediately prior to the Effective Time, options, restricted stock units or (y) substantially similarother equity-based compensation, and any retention or other change in the aggregate, to those provided to similarly situated employees of Parent and its Subsidiariescontrol related compensation); provided, however, that that, nothing herein shall restrict Parent(i) prevent the amendment or termination of any Employee Plan in accordance with the terms of any such Employee Plan or interfere with the Surviving Corporation’s ability, from and right or obligation to make such changes as are necessary to conform to or comply with applicable Law (ii) limit the right of the Buyer or the Surviving Corporation to terminate any Continuing Employee after the Effective Time, to change when bonuses are paid to Company Employees to coincide with when bonuses are paid to the other employees of Parent and its SubsidiariesClosing Date. (cb) As of and after the Effective Time, Parent will, or will Buyer shall cause the Surviving Corporation to, give to recognize service with the Company Employees full credit and its Subsidiaries (and their predecessor entities) prior to the Effective Time (“Prior Service”) (to the extent the Company recognized such service for all purposes (including eligibility to participate, vesting and benefit accruals), but not for purposes of benefit accruals under any defined benefit pension plans, corresponding benefits) under any employee compensation, incentive, and benefit (including vacation and paid time offvacation) plans, programs, policies and arrangements maintained for the benefit of Company Continuing Employees as of and after the Effective Time by ParentBuyer, its Subsidiaries or the Surviving Corporation for the Company Employees’ service with the Company, its Subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent reflected excluding in the Company’s books and records immediately prior to the Effective Timeall cases benefit accruals under any qualified or non-qualified defined benefit pension plan). With respect to each Parent Plan “Buyer Plan” that is a “welfare benefit plan” (as defined in Section 3(1) of ERISA), Parent Buyer and its Subsidiaries shall (i) cause there to be waived any pre-existing condition or eligibility limitations (to the extent waived, satisfied or inapplicable under the Company’s corresponding Employee Plan) and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations, to claims incurred and amounts paid by, and amounts reimbursed to, Company Continuing Employees under similar plans maintained by the Company and its Subsidiaries immediately prior to the Effective Time. (dc) From and after the Effective Time, except as otherwise agreed in writing between Parent and a Company Employee or as otherwise provided in this Agreement, Parent will honor, and will cause its Subsidiaries to honor, in accordance with its terms, (i) each existing employment, change in control, severance and termination protection plan, policy or agreement of or between the Company or any of its Subsidiaries and any officer, director or employee of that company, (ii) all obligations in effect as of the Effective Time under any equity-based, bonus or bonus deferral plans, programs or agreements of the Company or its Subsidiaries and (iii) all obligations in effect as of the Effective Time pursuant to outstanding restoration or equity-based plans, programs or agreements, and all vested and accrued benefits under any employee benefit, employment compensation, deferred compensation, or similar plans, programs, agreements or arrangements of the Company or its Subsidiaries. This Section 5.8 Agreement shall be binding upon and inure solely exclusively to the benefit of each party and be binding upon the parties hereto, and for the avoidance of doubt, nothing . Nothing in this Agreement is intended to (A) Section 5.15 shall confer any rights or remedies of any kind or description upon any current or former employee or other service provider of the Company or its Subsidiaries any right to employment or continued employment or continued service with Parent or any of its Subsidiaries (including, following the Closing Date, the Surviving Corporation (if applicable) or any Subsidiary thereof (if applicable)), (B) constitute or create an employment or agreement withContinuing Employee, or modify the at-will status their respective successors and assigns. Nothing contained herein shall constitute an amendment or modification of any, employee or other service provider, or (C) alter any collective bargaining agreement terms and conditionsEmployee Plan. (e) Parent shall cause the Surviving Corporation and each of its Subsidiaries, for a period commencing at the Effective Time and ending 90 days thereafter, not to effectuate a “plant closing” or “mass layoff” as those terms are defined in the Worker Readjustment and Notification Act (29 U.S.C. §2101) (the “WARN Act”) affecting in whole or in part any site of employment, facility, operating unit or Company Employee, and shall cause the Surviving Corporation and each of its Subsidiaries not to take any such action after such 90-day period without complying with all provisions of the WARN Act, or any similar provision of applicable foreign Law. (f) If so directed by Parent, the Company Board, one business day prior to the Effective Time, will adopt resolutions terminating any and all Plans intended to qualify as a qualified cash or deferred arrangement under Section 401(k) of the Code, effective no later than the day immediately preceding the date the Company becomes a member of the same controlled group of corporations (as defined in Section 414(b) of the Code) as Parent. The form and substance of such resolutions shall be subject to the reasonable approval of Parent, and the Company shall provide Parent evidence that such resolutions have been adopted by the Company Board or the board of directors of the Subsidiaries, as applicable.

Employment and Employee Benefits Matters; Other Plans. (a) Without limiting any additional rights that any current or former employee of the Company or any of its Subsidiaries as of the Effective Time (each, each a “Company Employee”) may have under any Company Plan, except as otherwise agreed in writing between Parent and a Company Employee, Parent shall cause the Surviving Corporation and each of its Subsidiaries, for a period commencing at the Effective Time and ending on the first anniversary thereofthereof (the “Employee Protection Period”), to honor and maintain the severance-related provisions of existing Company Plans in effect as of the date hereof or as may be modified in accordance with respect Section 5.1 (“Severance Provisions”) and to provide 100% of the severance payments and benefits required thereunder to be provided to any Company Employee terminated during the Employee Protection Period and that 12-month periodis entitled to such payments and benefits based on the terms and conditions of the Severance Provisions. (b) Without limiting any additional rights that any Company Employee may have under any Company Plan, except as otherwise agreed in writing between Parent and a Company Employee, Parent shall cause the Surviving Corporation and each of its Subsidiaries, for the period commencing at the Effective Time and ending on December 31, 2013at the end of the Employee Protection Period, to maintain for any Company Employee, Employee (i) subject to Section 5.8(aparagraph (a) above, cash compensation levels (including such term to include salary bonus opportunities and bonus opportunitiescommissions) that are in the aggregate no less favorable than, and (ii) benefits (including the costs of such benefits to Company Plan participants as they may be adjusted consistent with past practice) provided under Company Plans that in the aggregate are no less favorable than than, the overall cash compensation levels and benefits (including the costs thereof to Company Plan participants as they may be adjusted consistent with past practice) maintained for and provided to such Company Employees immediately prior to the Effective Time, and benefits (including the costs thereof to Company Plan participants) that are either (x) no less favorable than those provided to such Company Employees immediately prior to the Effective Time or (y) substantially similar, in the aggregate, to those provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that that, subject to the foregoing, nothing herein shall restrict Parentprevent the amendment or termination of any Company Plan or interfere with the Surviving Corporation’s ability, from and after the Effective Time, right or obligation to change when bonuses make such changes as are paid necessary to Company Employees conform to coincide or comply with when bonuses are paid to the other employees of Parent and its Subsidiariesapplicable Law. (c) As of From and after the Effective Time, Parent will, or will cause the Surviving Corporation to, give Company Employees full credit for all purposes (including of eligibility to participate, and vesting and benefit accruals), accruals (but not for purposes of benefit accruals under any defined benefit pension plans), under any employee compensation, incentive, and benefit (including vacation and paid time offvacation) plans, programs, policies and arrangements maintained for the benefit of Company Employees as of from and after the Effective Time by Parent, Parent and its Subsidiaries or (including the Surviving Corporation Corporation) for the Company Employees’ service with the Company, its Subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent reflected in recognized by the Company’s books and records Company immediately prior to the Effective Time. With respect to each Parent Plan that is a “welfare benefit plan” (as defined in Section 3(1) of ERISA), Parent and its Subsidiaries shall (i) cause there to be waived any pre-existing condition or eligibility limitations to the same extent recognized under a Company Plan and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees under similar plans maintained by the Company and its Subsidiaries immediately prior to the Effective Time. (d) From and after the Effective Time, except as otherwise agreed in writing between Parent and a Company Employee or as otherwise provided in this Agreement, Parent will honor, and will cause its Subsidiaries to honor, in accordance with its terms, (i) each existing employment, change in control, severance and termination protection plan, policy or agreement of or between the Company or any of its Subsidiaries and any officer, director or employee of that company, (ii) all obligations in effect as of the Effective Time under any equity-based, bonus or bonus deferral plans, programs or agreements of the Company or its Subsidiaries and (iii) all obligations in effect as of the Effective Time pursuant to outstanding restoration or equity-based plans, programs or agreements, and all vested and accrued benefits under any employee benefit, employment compensation, deferred compensation, or similar plans, programs, agreements or arrangements of the Company or its Subsidiaries. This Section 5.8 shall be binding upon and inure solely to the benefit of each party hereto, and for the avoidance of doubt, nothing in this Agreement is intended to (A) confer upon any current or former employee or other service provider of the Company or its Subsidiaries any right to employment or continued employment or continued service with Parent or any of its Subsidiaries (including, following the Closing Date, the Surviving Corporation (if applicable) or any Subsidiary thereof (if applicable)), (B) constitute or create an employment or agreement with, or modify the at-will status of any, employee or other service provider, or (C) alter any collective bargaining agreement terms and conditions. (e) Parent shall cause the Surviving Corporation and each of its Subsidiaries, for a period commencing at the Effective Time and ending 90 days thereafter, not to effectuate a “plant closing” or “mass layoff” as those terms are defined in the Worker Readjustment and Notification Act (29 U.S.C. §2101) (the “WARN Act”) affecting in whole or in part any site of employment, facility, operating unit or Company Employee, and shall cause the Surviving Corporation and each of its Subsidiaries not to take any such action after such 90-day period without complying with all provisions of the WARN Act, or any similar provision of applicable foreign Law. (f) If so directed by Parent, the Company Board, one business day prior to the Effective Time, will adopt resolutions terminating any and all Plans intended to qualify as a qualified cash or deferred arrangement under Section 401(k) of the Code, effective no later than the day immediately preceding the date the Company becomes a member of the same controlled group of corporations (as defined in Section 414(b) of the Code) as Parent. The form and substance of such resolutions shall be subject to the reasonable approval of Parent, and the Company shall provide Parent evidence that such resolutions have been adopted by the Company Board or the board of directors of the Subsidiaries, as applicable.

Employment and Employee Benefits Matters; Other Plans. (a) Without Subject to applicable Law and without limiting any additional rights that any current or former employee of the Company or any of its Subsidiaries (each, a “Company Employee”) may have under any Company PlanPlan or applicable collective bargaining or labor agreement, except as otherwise agreed in writing between Parent of the Effective Time, and for a Company Employeeperiod of at least twelve (12) months thereafter, Parent shall cause the Surviving Corporation or another Subsidiary or Affiliate of Parent to provide each employee of the Company and each its Subsidiaries who continues employment with Parent, the Surviving Corporation or any of its Subsidiaries, for a period commencing at Parent’s other Subsidiaries or Affiliates following the Effective Time (each, a “Continuing Employee”), compensation and ending on benefits that are at a level substantially similar to, and in the first anniversary thereofaggregate no less favorable than, to honor the compensation and maintain benefits of such employees as of the severance-related provisions of existing Company Plans with respect to any Company Employee terminated during that 12-month period. (b) Without limiting any additional rights that any Company Employee may have under any Company Plan, except as otherwise agreed in writing between Parent and a Company Employee, Effective Time. Parent shall cause the Surviving Corporation to: (i) provide until March 31, 2016 the same medical, dental, vision and each of its Subsidiarieswelfare benefits and, for the period commencing at the Effective Time and ending on (ii) provide until December 31, 20132016 the same 401(k) plan and benefits, to maintain for any the Continuing Employees as the Company Employee, subject to Section 5.8(a) above, cash compensation levels (including salary and bonus opportunities) that are no less favorable than the cash compensation levels maintained for and provided to such Company the Continuing Employees immediately prior to the Effective TimeClosing Nothing in this Agreement shall be construed to prohibit Parent, and benefits (including the costs thereof to Company Plan participants) that are either (x) no less favorable than those provided to such Company Employees immediately prior to the Effective Time Surviving Corporation or (y) substantially similar, in the aggregate, to those provided to similarly situated employees any of Parent and its Subsidiaries; provided, however, that nothing herein shall restrict Parent’s ability, their subsidiaries from and after the Effective Time, to change when bonuses are paid to Company Employees to coincide with when bonuses are paid to the other employees of Parent and its Subsidiariesamending or terminating any employee benefit plan or program. (cb) As of and after the Effective Time, subject to applicable Law, Parent will, or will cause and its Subsidiaries and Affiliates (including the Surviving Corporation to, Corporation) will give Company Continuing Employees full credit for all purposes of eligibility and vesting (including eligibility and, solely with respect to participateseverance, vesting vacation, sick leave and benefit accrualssimilar paid time-off plans, programs, polices and arrangements (but not pension arrangements), but not for purposes of benefit accruals level) under any defined all benefit pension plans, under any employee compensation, incentive, and benefit (including vacation and paid time off) plans, programs, policies and arrangements maintained for the benefit of Company Continuing Employees as of and after the Effective Time by Parent, Parent or any of its Subsidiaries or Affiliates (including the Surviving Corporation Corporation) (each, a “Parent Plan”) for the Company Continuing Employees’ service with the Company, its Subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent reflected in recognized by the Company’s books and records Company or any of its Subsidiaries immediately prior to the Effective Time; provided, that the foregoing shall not apply to the extent that its application would result in the duplication of benefits. With respect to each Parent Plan that is a “welfare benefit plan” (as defined in Section 3(1) of ERISA), subject to applicable Law, Parent and its Subsidiaries and Affiliates (including the Surviving Corporation) shall use commercially reasonable efforts to (i) cause there to be waived any pre-existing condition preexisting condition, waiting period and eligibility limitations, to the extent waived, satisfied, not applicable or eligibility limitations not included under the corresponding Company Plan, the same was waived or did not apply under Company Plans immediately prior to the Effective Time, and (ii) give effect, in determining any deductible and maximum out-of-out of pocket limitations, to claims incurred and amounts paid by, and amounts reimbursed to, Company Continuing Employees under similar plans maintained the corresponding Company Plan during the plan year of such Company Plan in which the Effective Time occurs. (c) The Company and Parent shall, and shall procure that each of their respective Affiliates shall, notify and/or consult with Employee Representative Bodies in relation to the matters contemplated by this Agreement to the extent that they are required to under applicable Law, any relevant collective bargaining agreement or agreement with any Employee Representative Bodies. The Company and Parent shall, and shall procure that each of their respective Affiliates shall, provide such information and such assistance as may reasonably be required by the other party in connection with their obligations under this Section 6.7(c). The Company shall periodically inform Parent of the status of any negotiations with each respective Employee Representative Body as well as the contents of any agreement or binding statement with each respective Employee Representative Body and shall not enter into any agreements with or issue any binding statements to any Employee Representative Body that will impact any future obligation of Parent or its Subsidiaries immediately Affiliates without Parent’s prior to the Effective Timewritten approval, whereas it is understood that such approval shall not be unreasonably withheld or delayed. (d) From and after Notwithstanding the Effective Timeforegoing, except as otherwise agreed in writing between Parent and a Company Employee or as otherwise provided in this Agreement, Parent will honor, and will cause its Subsidiaries to honor, in accordance with its terms, (i) each existing employment, change in control, severance and termination protection plan, policy or agreement of or between the Company or any of its Subsidiaries and any officer, director or employee of that company, (ii) all obligations in effect as of the Effective Time under any equity-based, bonus or bonus deferral plans, programs or agreements of the Company or its Subsidiaries and (iii) all obligations in effect as of the Effective Time pursuant to outstanding restoration or equity-based plans, programs or agreements, and all vested and accrued benefits under any employee benefit, employment compensation, deferred compensation, or similar plans, programs, agreements or arrangements of the Company or its Subsidiaries. This Section 5.8 nothing herein shall be binding upon and inure solely to the construed as an amendment of an existing employee benefit plan of each party hereto, and for the avoidance of doubt, nothing in this Agreement is intended to (A) confer upon any current or former employee or other service provider of the Company or its Subsidiaries any right to employment or continued employment or continued service with Parent or any of its Subsidiaries (including, following the Closing Date, the Surviving Corporation (if applicable) Affiliates. No Company Employee or any Subsidiary thereof (if applicable)), (B) constitute or create an employment or agreement with, or modify the at-will Continuing Employee shall have status of any, employee or other service provider, or (C) alter any collective bargaining agreement terms and conditions. (e) Parent shall cause the Surviving Corporation and each of its Subsidiaries, for as a period commencing at the Effective Time and ending 90 days thereafter, not third party beneficiary with respect to effectuate enforcing a “plant closing” or “mass layoff” as those terms are defined in the Worker Readjustment and Notification Act (29 U.S.C. §2101) (the “WARN Act”) affecting in whole or in part any site of employment, facility, operating unit or Company Employeeclaim hereunder, and shall cause it is expressly acknowledged that the Surviving Corporation and continued employment of each of its Subsidiaries not to take any such action after such 90-day period without complying with all provisions employee of the WARN Act, or any similar provision of applicable foreign Law. (f) If so directed Company is “at will” and may be terminated by Parent, the Company Board, one business day prior to the Effective Time, will adopt resolutions terminating any and all Plans intended to qualify as a qualified cash or deferred arrangement under Section 401(k) of the Code, effective no later than the day immediately preceding the date the Company becomes a member of the same controlled group of corporations (as defined in Section 414(b) of the Code) as Parent. The form and substance of such resolutions shall be subject to the reasonable approval of Parent, and the Company shall provide Parent evidence that such resolutions have been adopted by the Company Board or the board of directors of the SubsidiariesSurviving Corporation, as applicable, or such employees, at any time and for any or no reason.

Employment and Employee Benefits Matters; Other Plans. (a) Without Subject to applicable Law and without limiting any additional rights that any current or former employee of the Company or any of its Subsidiaries (each, a “Company Employee”) Employee may have under any Company PlanPlan or applicable collective bargaining or labor agreement, except effective as otherwise agreed in writing between Parent and a Company Employeeof the Effective Time , Parent shall cause the Surviving Corporation or another Subsidiary or Affiliate of Parent to provide each employee of the Company and each its Subsidiaries who continues employment with Parent, the Surviving Corporation or any of Parent’s other Subsidiaries or Affiliates following the Effective Time (each, a "Continuing Employee"), until (A) December 31, 2018, (1) the same level of base salary and hourly wages as in effect for such Continuing Employee as of immediately prior to the 58 – AGREEMENT AND PLAN OF MERGER Effective Time and (2) benefits that are, in the aggregate, no less favorable than the benefits (excluding equity and equity-based compensation, defined benefit pension, cash incentive compensation and any retention, severance or change in control plans, policies, practices or arrangements) provided by the Company and its Subsidiaries, for a period commencing at Subsidiaries to such Continuing Employee as of the Effective Time and ending on (B) September 30, 2018, the first anniversary thereofsame annual cash bonus opportunity provided to such Continuing Employee as of immediately prior to the Effective Time. Parent intends that each Continuing Employee who continues employment with Parent, to honor and maintain the severance-related provisions of existing Company Plans with respect to any Company Employee terminated during that 12-month period. (b) Without limiting any additional rights that any Company Employee may have under any Company Plan, except as otherwise agreed in writing between Parent and a Company Employee, Parent shall cause the Surviving Corporation and each or any of its SubsidiariesParent’s other Subsidiaries or Affiliates following September 30, 2018 shall be eligible to earn a cash bonus for the period commencing at the Effective Time on October 1, 2018 and ending on December 31, 2013, 2018 (the “2018 Stub Period”) (x) on substantially similar terms and conditions to maintain for any Company Employee, subject the terms and conditions of the annual cash bonus plan such Continuing Employee was eligible to Section 5.8(aparticipate in as of immediately prior to the Effective Time and (y) above, with a target cash compensation levels (including salary and bonus opportunities) that are no less favorable than opportunity equal to 25% of the annual target cash compensation levels maintained for and bonus opportunity provided to such Company Employees Continuing Employee as of immediately prior to the Effective Time, and benefits (including the costs thereof to Company Plan participants) that are either in each of (x) no less favorable than those provided to such Company Employees immediately prior to the Effective Time or and (y) substantially similar), as may be adjusted by Parent in its good faith discretion for the aggregate2018 Stub Period. Nothing in this Agreement shall be construed to prohibit Parent, to those provided to similarly situated employees the Surviving Corporation or any of Parent and its Subsidiaries; providedtheir Subsidiaries from amending or terminating any Company Plan or other employee benefit plan or program at any time assumed, howeverestablished, that nothing herein shall restrict Parent’s ability, from and after the Effective Time, to change when bonuses are paid to Company Employees to coincide with when bonuses are paid to the other employees sponsored or maintained by any of Parent and its Subsidiariesthem. (cb) As of and after the Effective Time, subject to applicable Law, Parent will, or will cause and its Subsidiaries and Affiliates (including the Surviving Corporation to, Corporation) will give Company Continuing Employees full credit for all purposes (including eligibility to participate, vesting and benefit accruals), but not for purposes of benefit accruals under eligibility and vesting (and, solely with respect to severance, vacation, sick leave and similar paid time-off plans, programs, polices and arrangements (but, for the avoidance of doubt, not any defined benefit pension plansplan or plan providing post-retirement pension or retiree welfare arrangements), benefit level) under any employee compensation, incentive, and all benefit (including vacation and paid time off) plans, programs, policies and arrangements maintained for the benefit of Company Continuing Employees as of and after the Effective Time by Parent, Parent or any of its Subsidiaries or Affiliates (including the Surviving Corporation Corporation) (each, a "Parent Plan") for the Company Continuing Employees’ service with the Company, its Subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent reflected in recognized by the Company’s books and records Company or any of its Subsidiaries immediately prior to the Effective Time; provided that the foregoing shall not apply (x) to the extent that its application would result in the duplication of benefits or (y) for purposes of any Parent Plan (A) under which similarly situated employees of Parent and its Subsidiaries do not receive credit for prior service or (B) that is grandfathered or frozen, either with respect to level of benefits or participation. With If the Effective Time occurs prior to June 29, 2018 with respect to each Parent Plan that is a “"welfare benefit plan” " (as defined in Section 3(1) of ERISA)) and in which the Continuing Employees participate as of immediately following the Effective Time, subject to applicable Law, Parent and its Subsidiaries and Affiliates (including the Surviving Corporation) shall use commercially reasonable efforts to (i) cause there to be waived any pre-existing condition preexisting condition, waiting period and 59 – AGREEMENT AND PLAN OF MERGER eligibility limitations, to the extent waived, satisfied, not applicable or eligibility limitations not included under the corresponding Company Plan, the same was waived or did not apply under Company Plans immediately prior to the Effective Time, and (ii) give effect, in determining any deductible and maximum out-of-out of pocket limitationslimitations for the plan year of such Parent Plan in which the Effective Time occurs, to claims incurred and amounts paid by, and amounts reimbursed to, Company Continuing Employees under similar plans maintained the corresponding Company Plan during the plan year of such Company Plan in which the Effective Time occurs. (c) The Company and Parent shall, and shall procure that each of their respective Affiliates shall, notify and/or consult with Employee Representative Bodies in relation to the matters contemplated by this Agreement to the extent that they are required to under applicable Law, any relevant collective bargaining agreement or agreement with any Employee Representative Bodies. The Company and Parent shall, and shall procure that each of their respective Affiliates shall, provide such information and such assistance as may reasonably be required by the other party in connection with their obligations under this Section 5.7(c). The Company shall periodically inform Parent of the status of any negotiations with each respective Employee Representative Body as well as the contents of any agreement or binding statement with each respective Employee Representative Body and shall not enter into any agreements with or issue any binding statements to any Employee Representative Body that will result in any liability to, or obligation for, Parent or its Subsidiaries immediately Affiliates without Parent’s prior to the Effective Timewritten approval, whereas it is understood that such approval shall not be unreasonably withheld or delayed. (d) From and after Notwithstanding the Effective Timeforegoing, except as otherwise agreed in writing between Parent and a Company Employee or as otherwise provided in this Agreement, Parent will honor, and will cause its Subsidiaries to honor, in accordance with its terms, (i) each existing employment, change in control, severance and termination protection plan, policy or agreement of or between the Company or any of its Subsidiaries and any officer, director or employee of that company, (ii) all obligations in effect as of the Effective Time under any equity-based, bonus or bonus deferral plans, programs or agreements of the Company or its Subsidiaries and (iii) all obligations in effect as of the Effective Time pursuant to outstanding restoration or equity-based plans, programs or agreements, and all vested and accrued benefits under any employee benefit, employment compensation, deferred compensation, or similar plans, programs, agreements or arrangements of the Company or its Subsidiaries. This Section 5.8 nothing herein shall be binding upon and inure solely to the construed as an amendment of an existing employee benefit plan of each party hereto, and for the avoidance of doubt, nothing in this Agreement is intended to (A) confer upon any current or former employee or other service provider of the Company or its Subsidiaries any right to employment or continued employment or continued service with Parent or any of its Subsidiaries Affiliates. No current or former Company Employee or Continuing Employee (includingor any of their dependents or beneficiaries) shall have status as a third party beneficiary with respect to enforcing a claim hereunder, following and it is expressly acknowledged that the Closing Datecontinued employment of each employee of the Company is "at will" and may be terminated by Parent, the Company or the Surviving Corporation (if Corporation, as applicable) or any Subsidiary thereof (if applicable)), (B) constitute or create an employment or agreement with, or modify the at-will status of anysuch employees, employee at any time and for any or other service provider, or (C) alter any collective bargaining agreement terms and conditionsno reason. (e) Parent shall cause the Surviving Corporation and each of its Subsidiaries, for a period commencing at the Effective Time and ending 90 days thereafter, not to effectuate a “plant closing” or “mass layoff” as those terms are defined in the Worker Readjustment and Notification Act (29 U.S.C. §2101) (the “WARN Act”) affecting in whole or in part any site of employment, facility, operating unit or Company Employee, and shall cause the Surviving Corporation and each of its Subsidiaries not to take any such action after such 90-day period without complying with all provisions of the WARN Act, or any similar provision of applicable foreign Law. (f) If so directed by Parent, the Company Board, one business day prior to the Effective Time, will adopt resolutions terminating any and all Plans intended to qualify as a qualified cash or deferred arrangement under Section 401(k) of the Code, effective no later than the day immediately preceding the date the Company becomes a member of the same controlled group of corporations (as defined in Section 414(b) of the Code) as Parent. The form and substance of such resolutions shall be subject to the reasonable approval of Parent, and the Company shall provide Parent evidence that with a copy of any written communications intended for distribution to any current or former Company Employees if such resolutions have been adopted by communications relate to Parent, the Company Board Surviving Corporation or the board of directors of the Subsidiariestransactions contemplated by this Agreement, as applicableand will provide Parent with a reasonable opportunity to review and comment on such communications prior to distribution.

Employment and Employee Benefits Matters; Other Plans. (a) Without limiting any additional rights that any current or former employee of the Company or any of its Subsidiaries (each, a “Company Employee”) may have under any Company Plan, except as otherwise agreed in writing between Parent and a Company Employee, Parent shall cause the Surviving Corporation Company and each of its Subsidiaries, for a period commencing at the Effective Time and ending on the first anniversary thereof12 months thereafter, to honor and maintain the severance-related provisions of existing Company Plans with respect to provide any Company Employee terminated during that 12-month periodperiod with 100% of the severance payments and benefits required under the Company Plans set forth on Schedule 5.7(a) of the Company Disclosure Letter as in effect on the date of this Agreement. (b) Without limiting any additional rights that any Company Employee may have under any Company Plan, except as otherwise agreed in writing between Parent and a Company Employee, Parent shall cause the Surviving Corporation Company and each of its Subsidiaries, for the period commencing at the Effective Time and ending on December 31, 201312 months thereafter, to maintain for any Company EmployeeEmployee who remains employed by the Company or any of its Subsidiaries (i) annual salary/wage rate, subject to Section 5.8(a) above, annual cash compensation levels (including salary and bonus opportunities) , and commission opportunities that are each no less favorable than the cash compensation levels maintained for and provided to such Company Employees immediately prior to the Effective Time, and (ii) employee benefits (including solely including, health, welfare and defined contribution retirement benefits, but excluding change in control benefits, retention bonuses, equity-based incentive awards and defined benefit retirement benefits) that, in the costs thereof aggregate, are substantially comparable to Company Plan participants) that are either (x) no less favorable than those the employee benefits maintained for and provided to such Company Employees under Company Plans immediately prior to the Effective Time or (y) substantially similar, in the aggregate, to those provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that nothing herein shall restrict Parent’s ability, from and after the Effective Time, to change when bonuses are paid to Company Employees to coincide with when bonuses are paid to the other employees of Parent and its Subsidiaries. (c) As of and after the Effective Time, Parent will, or will cause the Surviving Corporation Company to, give Company Employees full credit for all purposes (including of eligibility to participate, and vesting and benefit accruals), accruals (but not for purposes of benefit accruals under any defined benefit pension plans), under (x) any employee compensation, incentive, severance-related provisions of existing Company Plans described in Section 5.7(a) above and (y) any benefit (including vacation and paid time offvacation) plans, programs, policies and arrangements maintained for the benefit of Company Employees as of and after the Effective Time by Parent, its Subsidiaries or the Surviving Corporation Company (each, a “Parent Plan”) for the Company Employees’ service with the Company, its Subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent reflected in recognized by the Company’s books and records Company immediately prior to the Effective TimeTime under a comparable Company Plan, except to the extent such recognition would result in the duplication of benefits. With respect to each Parent Plan that is a “welfare benefit plan” (as defined in Section 3(1) of ERISA), Parent and its Subsidiaries shall use commercially reasonable efforts to (i) cause there to be waived any pre-existing condition or eligibility limitations and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees under similar plans maintained by the Company and its Subsidiaries during the plan year immediately prior to the Effective Time. (d) From and after the Effective Time, except as otherwise agreed in writing between Parent and a Company Employee or as otherwise provided in this Agreement, Parent will honor, and will cause its Subsidiaries to honor, in accordance with its terms, (i) each existing employment, change in control, retention, severance and termination protection plan, policy or agreement of or between the Company or any of its Subsidiaries and any officer, director or employee of that company, (iicompany that is set forth on Section 3.11(a) all obligations in effect as of the Effective Time under any equity-based, bonus or bonus deferral plans, programs or agreements of the Company or its Subsidiaries Disclosure Letter and (iii) the Company Key Executive Severance Plan with respect to all obligations in effect as of the Effective Time pursuant to outstanding restoration or equity-based plans, programs or agreements, and all vested and accrued benefits under any employee benefit, employment compensation, deferred compensation, or similar plans, programs, agreements or arrangements employees of the Company or its Subsidiaries. This Section 5.8 shall be binding upon and inure solely to the benefit of each party hereto, and for the avoidance of doubt, nothing in this Agreement is intended to (A) confer upon any current or former employee or other service provider of the Company or its Subsidiaries any right to employment or continued employment or continued service with Parent or any of its Subsidiaries (including, following the Closing Date, the Surviving Corporation (if applicable) or any Subsidiary thereof (if applicable)), (B) constitute or create an employment or agreement with, or modify the at-will status of any, employee or other service provider, or (C) alter any collective bargaining agreement terms and conditionswho are participants under such plan. (e) Neither Parent shall cause nor the Surviving Corporation and each of its Subsidiaries, for a period commencing at Company or their Subsidiaries following the Effective Time and ending shall, at any time prior to 90 days thereafterafter the Effective Time, not to effectuate take any action that would result in a “mass layoff” or “plant closing” or “mass layoff” as those terms are defined in the Worker Readjustment Adjustment and Retraining Notification Act of 1988, as amended (29 U.S.C. §2101) (the “WARN ActWARN”) ), or comparable conduct under any applicable state Law, affecting in whole or in part any facility, site of employment, facility, operating unit or Company Employee, and shall cause employee of the Surviving Corporation and each of Company or its Subsidiaries not to take any such action after such 90-day period without complying fully with all provisions the requirements of the WARN Actor such applicable state Law; provided, that, this Section 5.7(e) shall not apply to a “mass layoff” or “plant closing” that arises as a result of, based on, or otherwise relates to the sale of any similar provision of applicable foreign Lawassets owned by the Surviving Company or its Subsidiaries. (f) If so directed by ParentNothing contained in this Section 5.7, express or implied, is intended to require Parent or its Subsidiaries, including the Surviving Company, to continue to employ any of the Company BoardEmployees for any specific period of time or to confer upon any Person that is not a party to this Agreement any right, one business day prior benefit or remedy of any nature whatsoever under this Agreement, including any right to employment or continued employment for any period of time by reason of this Agreement, or any right to a particular term or condition of employment. Notwithstanding anything to the Effective Timecontrary contained in this Agreement, will adopt resolutions terminating no provision of this Agreement is intended to, or does, (i) constitute the establishment of, or an amendment to, any and all Plans intended Company Plan or any employee benefit plan of Parent or its Affiliates or (ii) limit the right of Parent or its Affiliates to qualify as a qualified cash amend or deferred arrangement under Section 401(k) terminate any Company Plan or any other employee benefit plan; provided, however, that nothing in this Agreement limits Parent’s or its Affiliates’ obligations to comply with the terms of the Code, effective no later than the day immediately preceding the date the any Company becomes a member of the same controlled group of corporations (as defined in Section 414(b) of the Code) as Parent. The form and substance of such resolutions shall be subject to the reasonable approval of Parent, and the Company shall provide Parent evidence that such resolutions have been adopted by the Company Board or the board of directors of the Subsidiaries, as applicablePlan.

Employment and Employee Benefits Matters; Other Plans. (a) Without limiting any additional rights that any current or former employee of the Company or any of its Subsidiaries (each, a “Company Employee”) may have under any Company Plan, except as otherwise agreed in writing between Parent and a Company Employee, Parent shall cause the Surviving Corporation and each of its Subsidiaries, for a period commencing at the Effective Time and ending on the first anniversary thereof, to honor and maintain the severance-related provisions of existing Company Plans with respect to any Company Employee terminated during that 12-month period. (bi) Without limiting any additional rights that any Company Employee may have under any Company Plan, except as otherwise agreed in writing between Parent and a Company Employee, Parent shall cause the Surviving Corporation and each of its Subsidiaries, for the period commencing at the Effective Time and ending on the earlier of December 31, 20132019 (the “Benefits Transition Date”) or the date employment ceases, to maintain for any each Company EmployeeEmployee employed as of the Effective Time (the “Continuing Employees”) base salary levels no less favorable than that in effect as of immediately prior to the Closing Date, subject (ii) for the period commencing at the Effective Time and ending on the earlier of the Benefits Transition Date or the date employment ceases, to Section 5.8(a) above, maintain for each Continuing Employee other cash compensation levels (including such term to consist of percentage of salary used for target bonus opportunities (on metrics set by Parent) and bonus opportunities) that are no less favorable than the cash compensation levels maintained for and provided to such Company Employees immediately prior to the Effective Time, and benefits (including the costs thereof to Company Plan participants) that are either (xcommission programs) no less favorable than those provided to such Company Employees immediately prior to in effect as of the date hereof, and (iii) for the period commencing at the Effective Time or and ending six (y6) substantially similar, in the aggregate, to those provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that nothing herein shall restrict Parent’s ability, from and months after the Effective Time, Parent will cause the Company to change when bonuses are paid to maintain in effect the Severance Practices (as defined and described in Section 3.12(a) of the Company Employees to coincide with when bonuses are paid to Disclosure Schedule). Any other Company Plans and benefits not specifically described in this Section 5.8 will be provided in the other employees sole discretion of Parent and its SubsidiariesParent. (cb) As of and after the Effective Time, Parent will, agrees to provide or will cause its Subsidiaries (including the Surviving Corporation to, give Company Corporation) to provide Continuing Employees full credit for all purposes (including eligibility to participate, vesting and benefit accruals), but not for purposes of benefit accruals under any defined benefit pension plans, under any employee compensation, incentive, and benefit (including vacation and paid time off) plans, programs, policies and arrangements maintained for the benefit of Company Employees as of and after the Effective Time by Parent, its Subsidiaries or the Surviving Corporation for the Company Continuing Employees’ service with the Company, its Subsidiaries and their predecessor entities (eachfor purposes of eligibility, a “vesting, and benefit accruals under Parent’s 401(k) plan, vacation accrual rates, sick time accrual rates, service used for determining severance under the applicable policy or Contract, and any pre-Closing Date Company Equity Awards that are assumed by Parent Plan”) to the same extent reflected in recognized by the Company’s books and records Company immediately prior to the Effective Time. With respect , except to each the extent such service credit would result in a duplication of benefits for the same period of service. (c) Parent Plan that is a “welfare benefit plan” (as defined in Section 3(1) of ERISA), Parent will cause the Surviving Corporation and its Subsidiaries shall (i) to maintain in place, from the Effective Time through the Benefits Transition Date, the pre-Closing Company Plans that provide medical, dental, vision, employee assistance, short-term disability and long-term disability benefits. Such coverage for the Continuing Employees will transition to Parent-provided benefit plans effective on the day after the Benefits Transition Date. From and after the Benefits Transition Date, Parent will or will cause there its Subsidiaries to be waived cause any pre-existing condition conditions or eligibility limitations and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations, to claims incurred exclusions, eligibility waiting periods and amounts paid by, required physical examinations under any group health and amounts reimbursed to, Company Employees under similar welfare plans maintained by the Company and of Parent or its Subsidiaries immediately prior to be waived with respect to Continuing Employees and their eligible dependents. To the Effective Timeextent that the Benefits Transition Date occurs other than on the last day of the plan year with respect to any welfare benefit plans, Parent shall recognize or cause to be recognized the dollar amount of all co-payments, co-insurance, out of pocket expenses, deductibles, offsets and similar payments incurred by each Continuing Employee and his or her eligible dependents during the plan year in which the Benefits Transition Date occurs for purposes of satisfying such year’s co-payment, co-insurance, out of pocket, deductible, offset or similar payments under the corresponding plan of the Parent or its Subsidiaries in which the Continuing Employee (and his or her eligible dependents) will be eligible to participate from and after the Benefits Transition Date. (d) From and after the Effective Time, except as otherwise agreed in writing between Parent or any of its Affiliates and a Company Continuing Employee or as otherwise provided in this AgreementAgreement or the applicable individual written Contract, Parent will honor, agrees to cause the Surviving Corporation and will cause its Subsidiaries (including the Surviving Corporation) to honor, honor in accordance with its terms, (i) each existing written employment, retention, change in control, severance and termination protection plan, policy or agreement Contract of or between the Company or any of its Subsidiaries and any officer, director or employee of that company, (ii) all written obligations in effect as of the Effective Time under any equity-based, bonus or bonus deferral plans, programs or agreements Contracts of the Company or its Subsidiaries and (iii) all obligations in effect as of the Effective Time pursuant to outstanding restoration or equity-based plans, programs or agreements, and all vested and accrued benefits under any employee benefit, employment compensation, deferred compensation, Company Plans or similar plans, programs, agreements or arrangements Contracts of the Company or its Subsidiaries. This Section 5.8 . (e) Upon Parent’s written request, which request shall be binding upon and inure solely made at least five (5) Business Days prior to the benefit of each party hereto, and for the avoidance of doubt, nothing in this Agreement is intended to (A) confer upon any current or former employee or other service provider of the Company or its Subsidiaries any right to employment or continued employment or continued service with Parent or any of its Subsidiaries (including, following the Closing Date, the Surviving Corporation (if applicable) or any Subsidiary thereof (if applicable)), (B) constitute or create an employment or agreement with, or modify the at-will status Board of any, employee or other service provider, or (C) alter any collective bargaining agreement terms and conditions. (e) Parent shall cause the Surviving Corporation and each of its Subsidiaries, for a period commencing at the Effective Time and ending 90 days thereafter, not to effectuate a “plant closing” or “mass layoff” as those terms are defined in the Worker Readjustment and Notification Act (29 U.S.C. §2101) (the “WARN Act”) affecting in whole or in part any site of employment, facility, operating unit or Company Employee, and shall cause the Surviving Corporation and each of its Subsidiaries not to take any such action after such 90-day period without complying with all provisions Directors of the WARN ActCompany shall adopt resolutions, or any similar provision of applicable foreign Law. (f) If so directed by Parent, the Company Board, one business day prior to the Effective Time, will adopt resolutions terminating any and all Plans intended to qualify as a qualified cash or deferred arrangement under Section 401(k) of the Code, effective no later than the day immediately preceding the date Closing Date, to terminate the Company becomes a member Company’s 401(k) plan as of the same controlled group of corporations (as defined in Section 414(b) of day immediately preceding the Code) as Parent. The form and substance of Closing Date, such resolutions having been approved as to form by the Parent at least two (2) Business Days before such action is taken. In addition, upon Parent’s written request, which request shall be subject made at least seven (7) Business Days prior to the reasonable approval Closing Date, the Board of Parent, and Directors of the Company shall provide adopt resolutions, no earlier than thirty (30) days prior to the Closing Date, to terminate the Company’s Deferred Compensation Plan in accordance with the rules set forth in Treas. Reg. Section 1.409A-3(j)(4)(ix). (f) This Section 5.8 shall not apply with respect to individuals covered by collective bargaining agreements or other collective representations, in which case the terms of the applicable collective bargaining agreement or collective representation shall apply, or with respect to individuals or Company Plans subject to non-United States Law, in which case Parent evidence that such resolutions have been adopted by agrees to comply or cause its Subsidiaries to comply with any applicable Laws or employment Contracts with respect to compensation and benefits. Section 5.8 is included for the sole benefit of the parties hereto and their respective transferees and permitted assigns and does not and shall not create any right in any Person, including any current or former director, officer, employee or consultant of the Company Board or any of its Subsidiaries, any participant in any Company Plan or any dependent, beneficiary or trustee thereof. Nothing contained in this Agreement (express or implied) (i) is intended to require Parent or the board Company or its Subsidiaries to establish or maintain any specific employee benefit plan for any length of directors time (except as set forth Section 5.8(d)), (ii) is intended to create a Company Plan or any Employee Benefit Plan or amend any of the Subsidiariesforegoing, as applicable(iii) is intended to confer upon any individual any right to employment or continued employment for any period of time, or any right to a particular term or condition of employment, or (iv) shall be construed to indicate the existence of employment relations between the Company or any of its Affiliates and any of its or their service providers (including contractors and consultants). Notwithstanding anything to the contrary in this Agreement, the parties do not intend for this Section 5.8 to create any rights or obligations except between the parties hereto. No Continuing Employee or former employee of the Company or any Subsidiary, including any beneficiary or dependent thereof, or any other Person not a party to this Agreement, shall be entitled to assert any claim against Parent, the Surviving Corporation or any of their respective Affiliates under this Section 5.8.

Employment and Employee Benefits Matters; Other Plans. (a) Without limiting any additional rights that any current or former employee of the Company or any of its Subsidiaries (each, a “Company Employee”) may have under any Company Plan, except as otherwise agreed in writing between Parent and a Company Employee, Parent shall cause the Surviving Corporation and each of its Subsidiaries, for a period commencing at the Effective Time and ending on the first anniversary thereof, to honor and maintain the severance-related provisions of existing Company Plans with respect that are listed on Schedule 6.9 of the Company Disclosure Schedule, and to provide one hundred percent (100%) of the severance payments and benefits required thereunder to be provided any Company Employee terminated during that twelve (12-) month period. (b) Without limiting any additional rights that any Company Employee may have under any Company Plan, except as otherwise agreed in writing between Parent and a Company Employee, Parent shall cause the Surviving Corporation and each of its Subsidiaries, for the period commencing at the Effective Time and ending on December 31, 2013the first anniversary thereof, to maintain for any Company Employee, Employee (i) subject to Section 5.8(a6.9(a) above, cash compensation levels (including salary and such term to include salary, bonus opportunities, commissions and severance) that are each no less favorable than, and (ii) benefits (including the costs thereof to Company Plan participants) provided under Company Plans that in the aggregate are no less favorable than than, the overall cash compensation levels and benefits (including the costs thereof to Company Plan participants) maintained for and provided to such Company Employees immediately prior to the Effective Time, and benefits (including the costs thereof to Company Plan participants) that are either (x) no less favorable than those provided to such Company Employees immediately prior to the Effective Time or (y) substantially similar, in the aggregate, to those provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that, subject to the foregoing, nothing herein shall prevent the amendment or termination of any Company Plan or interfere with the Surviving Corporation’s right or obligation to make such changes as are necessary to conform to or comply with applicable Law; provided, further, that, the Surviving Corporation may alternatively provide substantially similar compensation and benefits and that nothing herein shall restrict Parent’s ability, from and after require the Effective Time, Surviving Corporation to change when bonuses are paid provide compensation or benefits that would require Parent or its Affiliates to Company Employees to coincide with when bonuses are paid to the other employees establish some new form of Parent and its Subsidiariesbenefit plan or arrangement that does not already exist. (c) As of and after the Effective Time, Parent will, or will cause the Surviving Corporation to, give Company Employees full credit for all purposes (including of eligibility to participate, and vesting service and benefit accruals), but not for purposes of benefit accruals under any defined benefit pension plansdetermining the amount of severance and/or vacation a Company Employee may be or become entitled to, in each case, under any employee compensation, incentive, and benefit (including vacation and paid time offvacation) plans, programs, policies and arrangements maintained for the benefit of Company Employees as of and after the Effective Time by Parent, its Subsidiaries or the Surviving Corporation for the Company Employees’ service with the Company, its Subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent reflected in recognized by the Company’s books and records Company immediately prior to the Effective Time. With respect to each Parent Plan that is a “welfare benefit plan” (as defined in Section 3(1) of ERISA), Parent and its Subsidiaries shall (i) cause there to be waived any pre-existing condition or eligibility limitations and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees under similar plans maintained by the Company and its Subsidiaries immediately prior to the Effective Time. (d) From and after the Effective Time, except as otherwise agreed in writing between Parent and a Company Employee or as otherwise provided in this Agreement, Parent will honor, and will cause its Subsidiaries to honor, in accordance with its terms, (i) each existing employment, change in control, severance and termination protection plan, policy or agreement of or between the Company or any of its Subsidiaries and any officer, director director, employee or employee consultant of that companythe Company, (ii) all obligations in effect as of the Effective Time under any equity-based, bonus or bonus deferral plans, programs or agreements of the Company or its Subsidiaries and (iii) all obligations in effect as of the Effective Time pursuant to outstanding restoration or equity-based plans, programs or agreements, and all vested and accrued benefits under any employee benefit, employment compensation, deferred compensation, compensation or similar plans, programs, agreements or arrangements of the Company or its Subsidiaries. This Section 5.8 shall be binding upon and inure solely Company; provided, however, that, subject to the benefit of each party hereto, and for the avoidance of doubtforegoing, nothing in this Agreement is intended to (A) confer upon herein shall prevent the amendment or termination of any current Company Plan or former employee or other service provider of the Company or its Subsidiaries any right to employment or continued employment or continued service interfere with Parent or any of its Subsidiaries (including, following the Closing Date, the Surviving Corporation (if applicable) Corporation’s right or any Subsidiary thereof (if applicable)), (B) constitute obligation to make such changes as are necessary to conform to or create an employment or agreement with, or modify the at-will status of any, employee or other service provider, or (C) alter any collective bargaining agreement terms and conditionscomply with applicable Law. (e) Parent shall cause the Surviving Corporation and each of its Subsidiaries, for a period commencing at the Effective Time and ending 90 ninety (90) days thereafter, not to effectuate a “plant closing” or “mass layoff” as those terms are defined in the Worker Readjustment Adjustment and Retraining Notification Act of 1988 (29 U.S.C. §2101) (the together with any similar state or local Law, “WARN ActWARN”) affecting in whole or in part any site of employment, facility, operating unit or Company Employee, and shall cause the Surviving Corporation and each of its Subsidiaries not to take any such action after such ninety (90-) day period without complying with all provisions of the WARN ActWARN, or any similar provision of applicable foreign Law. (f) If so directed No provision in this Section 6.9 will (i) create or be deemed to create any third-party beneficiary or other rights in any employee or former employee (including any beneficiary or dependent thereof) of the Company or any other Person other than the parties and their respective successors and permitted assigns, (ii) constitute or create or be deemed to constitute or create an employment agreement, (iii) constitute or be deemed to constitute an amendment to any employee benefit plan sponsored or maintained by Parent, the Company Boardor any of their respective Subsidiaries, one business day prior or (iv) limit the Surviving Corporation’s discretion and authority to interpret the Effective Timerespective employee benefit and compensation plans, will adopt resolutions terminating any agreements, arrangements, and all Plans intended to qualify as a qualified cash or deferred arrangement under Section 401(k) of the Codeprograms, effective no later than the day immediately preceding the date the Company becomes a member of the same controlled group of corporations (as defined in Section 414(b) of the Code) as Parentaccordance with their terms and applicable Law. The form and substance of such resolutions Nothing contained in this Agreement shall be subject to the reasonable approval of Parentconstrued as requiring, and the Company shall provide take no action that would have the effect of requiring, Parent evidence that such resolutions have been adopted by the Company Board or the board of directors of Surviving Corporation or their affiliates to continue to pay base salary, base wages or incentive compensation or to provide employee benefits to any person who is no longer employed by Parent or the Subsidiaries, as applicableSurviving Corporation.

Employment and Employee Benefits Matters; Other Plans. (a) Without limiting any additional rights that any current or former employee of the Company or any of its Subsidiaries (each, a “Company Employee”) may have under any Company Plan, except as otherwise agreed in writing between Parent and a Company Employee, Parent shall cause the Surviving Corporation and each of its Subsidiaries, for a period commencing at the Effective Time and ending on the first anniversary thereof, to honor and maintain the severance-related provisions of existing Company Plans with respect to any Company Employee terminated during that 12-month period. (b) Without limiting any additional rights that any Company Employee may have under any Company Plan, except as otherwise agreed in writing between Parent and a Company Employee, Parent shall cause the Surviving Corporation and each of its Subsidiaries, for the period commencing at the Effective Time and ending on December 31, 2013, to maintain for any Company Employee, subject to Section 5.8(a) above, cash compensation levels (including salary and bonus opportunities) that are no less favorable than the cash compensation levels maintained for and provided to such Company Employees immediately prior to From the Effective Time, and benefits (including subject to Section 6.09(b), the costs thereof to employees of the Company Plan participants) that are either (x) no less favorable than those provided to such Company Employees immediately prior to the Effective Time or (y) substantially similar, and its Subsidiaries who remain in the aggregateemployment of Parent, the Surviving Corporation or their Subsidiaries shall (i) be eligible to those participate in all benefit plans and programs provided by Parent and its Subsidiaries as are provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that nothing herein shall restrict Parent’s ability, from and after the Effective Time, to change when bonuses are paid to Company Employees to coincide with when bonuses are paid (ii) be subject to the other employees compensation plans, policies and practices of Parent and its SubsidiariesSubsidiaries applicable to similarly situated employees. (cb) As of and after After the Effective Time, Parent will, shall make or will cause the Surviving Corporation to, give Company Employees full credit for to make all purposes (including eligibility to participate, vesting and benefit accruals), but not for purposes of benefit accruals payments due under any defined benefit pension plans, under any employee compensation, incentive, and benefit (including vacation and paid time off) plans, programs, policies and arrangements maintained for the benefit of Company Employees as of and after the Effective Time by Parent, its Subsidiaries all applicable bonus or the Surviving Corporation for the Company Employees’ service with the Company, its Subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent reflected in the Company’s books and records immediately prior to the Effective Time. With respect to each Parent Plan that is a “welfare benefit plan” (as defined in Section 3(1) of ERISA), Parent and its Subsidiaries shall (i) cause there to be waived any pre-existing condition or eligibility limitations and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees under similar plans maintained by other agreements between the Company and any of its Subsidiaries immediately prior to the Effective Timeemployees, including all management stability agreements, long-term incentive bonus agreements and incentive bonus agreements. (dc) From and after the Effective Time, except as otherwise agreed in writing between Parent and a Company Employee or as otherwise provided in this Agreement, Parent will honor, and will cause its Subsidiaries to honor, in accordance with its terms, (i) shall credit each existing employment, change in control, severance and termination protection plan, policy or agreement employee of or between the Company or any of its Subsidiaries and any officer, director or employee at the Effective Time with the portion of such employee’s service that company, (ii) all obligations in effect is recognized as of the Effective Time under the Company Benefit Plans (including for vacation purposes) for all purposes under Parent’s plans or programs, except for benefit accrual service under any equitydefined benefit pension plan or to the extent that such crediting would result in duplication of benefits, and (ii) shall waive any exclusion or limitation with respect to pre-based, bonus or bonus deferral plans, programs or agreements existing conditions under Parent’s group health plan and shall provide that any out-of-pocket health expenses incurred by an employee of the Company or its Subsidiaries and (iii) all obligations in effect as of the Effective Time pursuant to outstanding restoration or equity-based plans, programs or agreements, and all vested and accrued benefits under any employee benefit, employment compensation, deferred compensation, or similar plans, programs, agreements or arrangements of the Company or its Subsidiaries. This Section 5.8 shall be binding upon and inure solely to the benefit of each party hereto, and for the avoidance of doubt, nothing in this Agreement is intended to (A) confer upon any current or former employee or other service provider of the Company or its Subsidiaries any right to employment or continued employment or continued service with Parent or any of its Subsidiaries (including, following the Closing Date, the Surviving Corporation (if applicable) or any Subsidiary thereof (if applicable)), (B) constitute his or create an employment or agreement with, or modify the at-will status of any, employee or other service provider, or (C) alter any collective bargaining agreement terms and conditions. (e) Parent shall cause the Surviving Corporation and each of its Subsidiaries, for a period commencing at the Effective Time and ending 90 days thereafter, not to effectuate a “plant closing” or “mass layoff” as those terms are defined in the Worker Readjustment and Notification Act (29 U.S.C. §2101) (the “WARN Act”) affecting in whole or in part any site of employment, facility, operating unit or Company Employee, and shall cause the Surviving Corporation and each of its Subsidiaries not to take any such action after such 90-day period without complying with all provisions of the WARN Act, or any similar provision of applicable foreign Law. (f) If so directed by Parent, the Company Board, one business day her covered dependents prior to the Effective Time, will adopt resolutions terminating any and all Plans intended to qualify as a qualified cash or deferred arrangement under Section 401(k) of Time in the Code, effective no later than plan year in which the day immediately preceding the date the Company becomes a member of the same controlled group of corporations (as defined in Section 414(b) of the Code) as Parent. The form and substance of such resolutions Closing occurs shall be subject to taken into account under Parent’s group health plan for purposes of satisfying applicable deductible coinsurance and maximum covered health benefit claims for services rendered on and after the reasonable approval of Parent, and the Company shall provide Parent evidence that such resolutions have been adopted by the Company Board or the board of directors of the Subsidiaries, as applicableEffective Time.

Employment and Employee Benefits Matters; Other Plans. (a) Without limiting Except as otherwise agreed in writing between Parent and any additional rights that any current or former employee of the Company or any of its Subsidiaries (each, a “Company Employee”) may have under any Company Plan, except as otherwise agreed in writing between Parent and a Company Employee), Parent shall cause the Surviving Corporation and each of its Subsidiaries, for a period commencing at the Effective Time and ending on the first anniversary thereof, to honor and maintain the severance-related provisions of existing Company Plans with respect to any Company Employee terminated during that 12-month period. : (bi) Without limiting any additional rights that any Company Employee may have under any Company Plan, except as otherwise agreed in writing between Parent and a Company Employee, Parent shall cause the Surviving Corporation and each of its Subsidiaries, for the period commencing at the Effective Time and ending on December 31, 2013ninety (90) days thereafter, to maintain for any the Company Employee, subject to Section 5.8(a) above, Employees cash compensation levels (including salary and to include salary, bonus opportunities, commissions and severance) that in the aggregate are no not less favorable to the Company Employees than the overall cash compensation levels (to include salary, bonus opportunities, commissions and severance) maintained for and provided to such Company Employees immediately prior to the Effective Time, ; and benefits (including ii) for the costs thereof to Company Plan participants) that are either (x) no less favorable than those provided to such Company Employees immediately prior to period commencing at the Effective Time or (y) substantially similar, in and ending on the aggregatefirst anniversary of the Closing Date, to those maintain for any Company Employee benefits that are comparable to the benefits provided to similarly situated employees of Parent and its SubsidiariesParent; provided, however, that nothing herein this clause (ii) shall not restrict Parent’s ability, ability to modify the benefits provided to its employees from and after the Effective Time, time to change when bonuses are paid to Company Employees to coincide with when bonuses are paid to the other employees of Parent and its Subsidiariestime. (cb) As of and after the Effective Time, Parent will, or will cause the Surviving Corporation to, give Company Employees full credit for all purposes (including of eligibility to participate, and vesting and benefit accruals), accruals (but not for purposes of benefit accruals under any defined benefit pension plans), under any employee compensation, incentive, and benefit (including vacation and paid time offvacation) plans, programs, policies and arrangements maintained for the benefit of Company Employees as of and after the Effective Time by Parent, its Subsidiaries or the Surviving Corporation in which Company Employees are eligible to participate for the Company Employees’ service with the Company, its Subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent reflected in recognized by the Company’s books and records corresponding Company Plan immediately prior to the Effective Time. With respect to each Parent Plan that is a an employee “welfare benefit plan” (as defined in Section 3(1) of ERISA), Parent and its Subsidiaries shall use commercially reasonable efforts to (i) cause there to be waived any pre-existing condition or eligibility limitations and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees under similar plans maintained by the Company and its Subsidiaries immediately prior to the Effective Time. (dc) From and after the Effective Time, except as otherwise agreed in writing between Parent and a Company Employee or as otherwise provided in this Agreement, Parent will honor, and will cause its Subsidiaries to honor, in accordance with its termsthe terms of the applicable Company Plan, (i) each existing employment, change in control, severance and termination protection plan, policy or agreement of or between the Company or any of its Subsidiaries and any officer, director or employee of that company, (ii) all obligations in effect as of the Effective Time under any equity-based, bonus or bonus deferral plans, programs or agreements of the Company or its Subsidiaries and (iii) all obligations in effect as of the Effective Time pursuant to outstanding restoration or equity-based plans, programs or agreements, and all vested and accrued benefits under any employee benefit, employment compensation, deferred compensation, compensation or similar plans, programs, agreements or arrangements of the Company or its Subsidiaries. This Section 5.8 shall be binding upon and inure solely to the benefit of each party hereto, and for the avoidance of doubt, nothing in this Agreement is intended to (A) confer upon any current or former employee or other service provider of the Company or its Subsidiaries any right to employment or continued employment or continued service with Parent or any of its Subsidiaries (including, following the Closing Date, the Surviving Corporation (if applicable) or any Subsidiary thereof (if applicable)), (B) constitute or create an employment or agreement with, or modify the at-will status of any, employee or other service provider, or (C) alter any collective bargaining agreement terms and conditions. (ed) Parent shall cause Subject to the Surviving Corporation and each last sentence of its Subsidiariesthis Section 5.8(d), for a period commencing at the Effective Time request of Parent and ending 90 days thereafter, not to effectuate a “plant closing” or “mass layoff” as those terms are defined in the Worker Readjustment and Notification Act at least one (29 U.S.C. §21011) (the “WARN Act”) affecting in whole or in part any site of employment, facility, operating unit or Company Employee, and shall cause the Surviving Corporation and each of its Subsidiaries not to take any such action after such 90-day period without complying with all provisions of the WARN Act, or any similar provision of applicable foreign Law. (f) If so directed by Parent, the Company Board, one business day prior to the Effective Time, will adopt resolutions terminating the Company and each Subsidiary of the Company shall take all actions necessary to terminate each Qualified Plan. If a Qualified Plan is terminated in accordance with this provision, benefit accruals, including contributions of salary reduction contributions, if any, shall cease. The Company and each Subsidiary of the Company agree to take no action to merge any of their Qualified Plans, transfer the assets of any of their Qualified Plans or terminate any of their Qualified Plans, except as otherwise provided in this Section 5.8(d) following the execution of this Agreement without the consent of Parent. Parent agrees to see to the liquidation of any such terminated plan as soon as reasonably practicable. If the Company is requested to terminate participation in the tax-qualified defined contribution retirement plan designated by the Company (the “Company 401(k) Plan”) in accordance with this Section 5.8(d), (i) after such request Parent and the Company shall take any and all Plans intended actions as may be required, including amendments to qualify as a the tax-qualified cash or deferred arrangement under defined contribution retirement plan designated by Parent (the “Parent 401(k) Plan”) to permit each Company Employee who was participating in the Company 401(k) Plan immediately prior to the Effective Time to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(k401(a)(31) of the Code, effective no later than including of loans) in the day immediately preceding form of cash, or notes (in the date case of loans) or a combination thereof, in an amount equal to the full account balance distributed or distributable to such Company Employee from the Company becomes a member 401(k) Plan to the Parent 401(k) Plan unless doing so could, in Parent’s reasonable determination, jeopardize the tax-qualified status of the same controlled group Parent 401(k) Plan; and (ii) each such Company Employee otherwise eligible to become a participant in the Parent 401(k) Plan (giving effect to the service crediting provisions of corporations Section 5.8(b)) shall be permitted to commence participation as soon as practicable on or after the Closing Date, it being agreed that any gap in the ability for such Company Employees to participate in a tax-qualified defined contribution plan shall be minimized. (as defined e) Nothing contained in this Section 414(b5.8 express or implied, shall (i) confer upon any employee, officer, director or consultant of the Code) as Parent. The form and substance Company or any of such resolutions shall be subject its Subsidiaries any right to continue in the reasonable approval employ or service of Parent, and the Company shall provide or any of their respective Subsidiaries, interfere with or restrict in any way the rights of the Surviving Corporation, Parent evidence that such resolutions have been adopted by or any of their respective Subsidiaries to discharge or terminate the services of any employee, officer, director or consultant of the Company Board or any of its Subsidiaries at any time for any reason whatsoever, with or without cause, or be construed as requiring Parent, the board Surviving Corporation or any of directors their respective Subsidiaries to continue to employ any Company Employee for any period of time after the Effective Time, (ii) be deemed to establish, amend or modify any Company Plan or Parent Plan or (iii) be deemed to alter or limit the ability of Parent, the Surviving Corporation or any of their respective Subsidiaries to establish, amend, modify or terminate any Company Plan, Parent Plan or other benefit plan, program, agreement or arrangement after the Effective Time. The provisions of this Section 5.8 are solely for the benefit of the Subsidiariesparties to this Agreement, as applicableand nothing contained herein, express or implied, shall create any third party beneficiary or other rights in any other Person, including any Company Employee.