Common use of Employment and Employee Benefits Matters Clause in Contracts

Employment and Employee Benefits Matters. (a) Parent shall cause the Surviving Corporation and its Subsidiaries, for the period commencing at the Effective Time and ending on the date that is 12 months after the Effective Time, to maintain for and provide to any Company Employee the compensation and employee benefits maintained and provided to the Company Employees immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1) and at levels in the aggregate that are no less valuable than those maintained for and provided immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1); provided that incentive compensation will be discretionary or based on performance. (b) As of and after the Effective Time, Parent will, or will cause the Surviving Corporation to, give Company Employees who are employed by Parent or its Subsidiaries immediately following the Effective Time full credit for purposes of eligibility and vesting and benefit accruals (but not for purposes of benefit accruals under any defined benefit pension plans or to the extent this credit would result in a duplication of benefits for the same period of service and not where past service credit was not provided for other new participants in such Parent Plans), under any employee benefit (including vacation) 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’ pre-Effective Time service with the Company, its Subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent recognized by the 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 or its Subsidiaries shall (i) cause there to be waived any pre-existing condition or eligibility limitations to the same extent waived by the Company and its Subsidiaries under the comparable Company Plans and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations with respect to the plan year in which the Effective Time occurs, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees, in each case under similar plans maintained by the Company and its Subsidiaries immediately prior to the Effective Time. (c) Parent acknowledges and agrees that the consummation of the Merger shall constitute a “Change in Control” for purposes of each Company Plan listed in Section 6.5(c) of the Company Disclosure Schedule. From and after the Effective Time, Parent will honor, and will cause its Subsidiaries to honor, in accordance with its terms, each Company Plan listed in Section 3.10(a) of the Company Disclosure Schedule; provided, however, that nothing herein shall prevent the amendment, suspension or termination of any Company Plan pursuant to its terms or interfere with the Parent’s or Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable Law. (d) Parent shall provide to Company Employees the severance benefits set forth in Section 6.5(d) of the Company Disclosure Schedule on the terms and conditions set forth therein, except with respect to any Person that is a party to a Change in Control Severance Agreement. Nothing contained herein shall prevent Parent from terminating the employment of any Company Employee.

Employment and Employee Benefits Matters. (a) Without limiting any additional rights that any individual may have under any Company Plan, Parent shall cause the Surviving Corporation and each of its Subsidiaries, for the period commencing at the Effective Time and ending on the date that is 12 months after the Effective Timefirst anniversary thereof, to maintain for any employee of the Company who is actively employed as of the Closing Date (collective, the “Company Employees”) with base salary or wages and provide employee benefits (but excluding any equity-based compensation, defined benefit plans benefits or, other than COBRA benefits, post-employment health or life insurance benefits) that are substantially comparable, in the aggregate, to any Company Employee the compensation base salary or wages and employee benefits maintained for and provided to the either (x) such Company Employees Employee immediately prior to the date Effective Time pursuant to the Company Plans or (y) employees who are employed in other businesses in the same general industry in accordance with general market practice; provided, however, that nothing in this Section 6.6 or any other provision of this Agreement (subject shall prevent the amendment or termination of any Company Plan or interfere with the Surviving Corporation’s right or obligation to modifications and increases permitted by Section 5.1) and at levels make such changes as are necessary to conform with applicable law or to terminate the employment of Company Employees in the aggregate that are no less valuable than those maintained for and provided immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1); provided that incentive compensation will be discretionary or based on performanceaccordance with all legal requirements. (b) As of and after the Effective Time, Parent will, or will cause the Surviving Corporation to, give Company Employees who are employed by Parent or its Subsidiaries immediately following the Effective Time full credit for purposes of eligibility and vesting and, with respect to vacation and severance determination only, benefit accruals (but not for purposes of benefit accruals under any defined benefit pension plans or to the extent this credit would result in a duplication of benefits for the same period of service and not where past service credit was not provided for other new participants in such Parent Plans)accruals, under any employee compensation and incentive plans, benefit (including vacation) 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’ pre-Effective Time service with the Company, its Subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent recognized by the Company immediately prior to the Effective TimeTime under any corresponding Company Plan. With respect to each Parent Plan that is a “welfare benefit plan” (as defined in Section 3(1) of ERISA), Parent or its Subsidiaries shall (i) use commercially reasonable efforts to cause there to be waived any pre-existing condition or eligibility limitations to the same extent waived by the Company and its Subsidiaries such pre-existing condition or eligibility limitations were met under the comparable corresponding Company Plans Plan, and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations with respect to the plan year in which the Effective Time occurslimitations, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees, in each case Employees under similar plans maintained by the Company and its Subsidiaries Plans immediately prior to the Effective Time. (c) Parent acknowledges and agrees that This Section 6.6 is not intended to confer any rights or remedies upon any Person other than the consummation of the Merger parties to this Agreement or shall constitute a “Change be in Control” for purposes of each Company Plan listed in Section 6.5(c) of the Company Disclosure Schedule. From and after the Effective Time, Parent will honor, and will cause its Subsidiaries any way interpreted to honor, in accordance with its terms, each Company Plan listed in Section 3.10(a) of the Company Disclosure Schedule; provided, however, that nothing herein shall prevent the amendment, suspension or termination of any Company Plan pursuant to its terms or interfere with the limit Parent’s ability to modify or Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable Law. (d) Parent shall provide to Company Employees the severance benefits set forth in Section 6.5(d) of the Company Disclosure Schedule on the terms and conditions set forth therein, except with respect to any Person that is a party to a Change in Control Severance Agreement. Nothing contained herein shall prevent Parent from terminating terminate the employment of any Company Employeeemployee on or after the Closing Date.

Employment and Employee Benefits Matters. (a) Parent shall cause Section 3.11(a) of the Surviving Corporation Disclosure Schedules sets forth a list of all material employee benefit plans (within the meaning of Section 3(3) of ERISA) and all material retirement, welfare benefit, bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree health or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, that are maintained, contributed to or sponsored by Seller or its Subsidiaries, respective Affiliates for the period commencing at benefit of any employee of the Effective Time Acquired Stores and ending the Distribution Center, other than governmental plans and Multiemployer Plans (the “Employee Plans”). No Employee Plans are sponsored or maintained by the Acquired Stores. Seller has provided Buyer with true and correct copies of all Employee Plans set forth on Section 3.11(a) of the date that is 12 months after the Effective Time, to maintain for and provide to any Company Employee the compensation and employee benefits maintained and provided to the Company Employees immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1) and at levels in the aggregate that are no less valuable than those maintained for and provided immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1); provided that incentive compensation will be discretionary or based on performanceDisclosure Schedules. (b) As of and after the Effective Time, Parent will, or will cause the Surviving Corporation to, give Company Employees who are employed by Parent or its Subsidiaries immediately following the Effective Time full credit for purposes of eligibility and vesting and benefit accruals (but not for purposes of benefit accruals under any defined benefit pension plans or No circumstance exists which would reasonably be expected to the extent this credit would result in a duplication of benefits for the same period of service and not where past service credit was not provided for other new participants in such Parent Plans), under any employee benefit (including vacation) 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’ pre-Effective Time service with the Company, its Subsidiaries and their predecessor entities (each, a “Parent Plan”) material Liability to the same extent recognized by Acquired Stores under ERISA other than Liabilities related to or arising out of any multiemployer plan (within the Company immediately prior to the Effective Time. With respect to each Parent Plan that is a “welfare benefit plan” (as defined in meaning of Section 3(13(37) of ERISA) subject to a CBA applicable to employees of the Acquired Stores (a “Multiemployer Plan”), Parent or its Subsidiaries shall (i. Section 3.11(b) cause there to be waived any pre-existing condition or eligibility limitations to of the same extent waived by the Company and its Subsidiaries under the comparable Company Plans and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations with respect to the plan year in which the Effective Time occurs, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees, in each case under similar plans maintained by the Company and its Subsidiaries immediately prior to the Effective TimeDisclosure Schedules sets forth a list of all Multiemployer Plans. (c) Parent acknowledges and agrees Each Employee Plan that the consummation of the Merger shall constitute a “Change in Control” for purposes of each Company Plan listed in is intended to be qualified under Section 6.5(c401(a) of the Company Disclosure Schedule. From Code has received a favorable determination letter from the IRS that it is so qualified (or an application for such a determination letter has been filed and after is pending), and, to the Effective TimeKnowledge of Seller, Parent will honor, and will cause its Subsidiaries no fact or event has occurred since the date of such determination letter that would reasonably be expected to honor, in accordance with its terms, each Company Plan listed in Section 3.10(a) of the Company Disclosure Schedule; provided, however, that nothing herein shall prevent the amendment, suspension or termination of any Company Plan pursuant to its terms or interfere with the Parent’s or Surviving Corporation’s right or obligation to make adversely affect such changes as are necessary to conform with applicable Lawqualification. (d) Parent shall provide Each Employee Plan has been operated in all material respects in accordance with its terms and the requirements of all applicable Laws, other than noncompliance which would not, individually or in the aggregate, reasonably be expected to Company Employees have a Material Adverse Effect. (e) There are no material controversies pending or, to the severance benefits Knowledge of Seller, threatened in connection with any Employee Plan that could reasonably be expected to have a Material Adverse Effect. (f) Except as set forth in on Section 6.5(d3.11(f) of the Company Disclosure Schedule on Schedules, Seller is not a party to any CBAs applicable to employees of the terms Acquired Stores or the Distribution Center. Seller has provided Buyer true and conditions correct copies of all CBAs set forth thereinon Section 3.11(f) of the Disclosure Schedules. (g) Seller and its Affiliates are and have been in compliance, except in all material respects, with all applicable Laws regarding employment, labor and wage and hour matters, including discrimination, sexual harassment, civil rights, immigration, safety and health, workers’ compensation, classification of employees and independent contractors, classification of exempt and non-exempt status for overtime eligibility purposes, plant closing and layoff or other notices, including under the WARN Act, and the collection and payment of withholding taxes, Social Security taxes and similar Taxes, in each case other than noncompliance which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (h) This Section 3.11 constitutes the sole and exclusive representations and warranties of Seller with respect to any Person that is a party matters relating to a Change in Control Severance Agreement. Nothing contained herein shall prevent Parent from terminating the employment of any Company Employeeand employee benefits matters.

Employment and Employee Benefits Matters. (a) Without limiting any additional rights that any Company employee may have under any Company Plan, Parent shall cause the Surviving Corporation and its each of the Retained Subsidiaries, for the period commencing at the Effective Time Closing and ending on the date that is 12 months after the Effective Timesecond anniversary thereof, to maintain for and provide to any Company Employee the compensation and employee benefits maintained and provided to each individual employed by the Company Employees immediately prior to or the date of this Agreement (subject to modifications and increases permitted by Section 5.1) and Retained Subsidiaries at levels in the aggregate that are no less valuable than those maintained for and provided immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1); provided that incentive compensation will be discretionary or based on performance. (b) As of and after the Effective Time, Parent will, or will cause Time and who (i) remains employed by the Surviving Corporation to, give Company Employees who are or the Retained Subsidiaries or (ii) becomes employed by Parent or any of its Subsidiaries immediately Affiliates (other than the Surviving Corporation or the Retained Subsidiaries), in each case, following the Effective Time full credit for purposes of eligibility and vesting and benefit accruals (but not for purposes of benefit accruals under any defined benefit pension plans or to the extent this credit would result in a duplication of benefits for the same period of service and not where past service credit was not provided for other new participants in such Parent Plans), under any employee benefit (including vacation) 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’ pre-Effective Time service with the Company, its Subsidiaries and their predecessor entities (each, a “Current Employee”): (A) base compensation and annual target cash incentive compensation at least as favorable to such Current Employee as at the Effective Time and (B) benefits provided under employee benefit plans of Parent Plan”) or its Affiliates that in the aggregate are substantially similar to the same extent recognized by the Company benefits (excluding any equity or equity-based, nonqualified deferred compensation, change in control or retention arrangements) maintained for and provided to such Current Employee 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 or its Subsidiaries shall (i) cause there to be waived any pre-existing condition or eligibility limitations to the same extent waived by the Company and its Subsidiaries under the comparable Company Plans and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations with respect to the plan year in which the Effective Time occurs, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees, in each case under similar plans maintained by the Company and its Subsidiaries immediately prior to the Effective Time. (c) Parent acknowledges and agrees that the consummation of the Merger shall constitute a “Change in Control” for purposes of each Company Plan listed in Section 6.5(c) of the Company Disclosure Schedule. From and after the Effective Time, Parent will honor, and will cause its Subsidiaries to honor, in accordance with its terms, each Company Plan listed in Section 3.10(a) of the Company Disclosure Schedule; provided, however, that nothing herein shall in this Section 5.5 will prevent the amendment, suspension amendment or termination of any particular Company Plan pursuant to its terms or the termination of employment of any Current Employee or interfere with the ParentSurviving Corporation’s or Surviving Corporationany Retained Subsidiary’s right or obligation to make such changes as are necessary necessary, or act in any other manner, to conform with applicable Law. (db) Without limiting any additional rights that any Company employee may have under any Company Plan, Parent shall provide cause the Surviving Corporation and each of the Retained Subsidiaries, for the period commencing at the Closing and ending on the second anniversary thereof, to maintain the severance-related provisions of existing Company Employees the severance benefits Plans set forth in Section 6.5(d3.13(a) of the Company Disclosure Schedule on Letter, as in effect on, and in the terms form provided to Parent prior to, the date hereof. (c) Parent will, and conditions set forth thereinwill cause the Surviving Corporation to, cause service rendered by Current Employees with the Company or any of its Subsidiaries prior to the Effective Time to be taken into account for vesting and eligibility purposes (but not for accrual purposes, under any defined benefit plan) under employee benefit plans of Parent or its Affiliates, the Surviving Corporation and the Retained Subsidiaries, to the same extent as such service was taken into account under the corresponding Company Plans for those purposes, except with respect where such service credit would result in the duplication of benefits. Parent will, and will cause the Surviving Corporation to, ensure that (i) Current Employees will not be subject to any Person that is a eligibility requirements or pre-existing condition limitations under any employee health benefit plan of Parent or its Affiliates, the Surviving Corporation or the Retained Subsidiaries for any condition for which they would have been entitled to coverage under the corresponding Company Plan in which they participated prior to the Effective Time and (ii) Current Employees are given credit under such employee benefit plans for pre-Closing co-payments made and amounts paid toward deductibles and maximum out-of-pocket limitations in the year in which the Effective Time occurs. (d) From and after the Effective Time, Parent shall honor, and shall cause the Retained Subsidiaries to honor, in accordance with their terms as in effect on, and to the extent disclosed to Parent prior to, the date hereof, (i) each existing employment, change in control, severance and termination protection plan, policy or agreement of or between the Company or any of the Retained Subsidiaries and any officer, director or employee, (ii) existing equity-based plans, programs or agreements, bonus plans or programs and (iii) all obligations outstanding thereunder pursuant to outstanding restoration plans, equity-based plans, programs or agreements, bonus plans or programs, bonus deferral plans, vested and accrued benefits under any employee benefit plan, program or arrangement of the Company or its Subsidiaries and similar employment compensation and benefit arrangements and agreements still in effect as of the Effective Time. (e) The provisions of this Section 5.5 are solely for the benefit of the parties to this Agreement in their capacities as such. No provision of this Section 5.5 shall (i) give any third party any right to a Change in Control Severance Agreement. Nothing contained herein shall prevent Parent enforce the provisions of this Section 5.5, (ii) obligate Parent, the Company, any Retained Subsidiary or any Affiliate of any of the foregoing to retain the employment of any particular employee for any period of time or preclude Parent, the Company, any Retained Subsidiary or any Affiliate of any of the foregoing from terminating the employment of any such employee at any time and for any or no reason, (iii) be deemed to constitute the adoption of, or an amendment to, any Company EmployeePlan or other employee benefit arrangement governing any current or former employee or individual consultant of Parent, the Company, any Retained Subsidiary or any Affiliate of any of the foregoing, or (iv) prohibit or limit the ability of Parent, the Company, any Retained Subsidiary or any Affiliate to amend, modify or terminate any plans, programs, policies, arrangements, agreements or understandings of the Company or Parent.

Employment and Employee Benefits Matters. (a) Subject to the terms of any agreement between a Current Employee and the Company, Parent shall cause the Surviving Corporation and each of its Subsidiariesother Subsidiaries to, for the a period commencing at of one year following the Effective Time (or until employment terminates, if sooner), maintain for each individual employed by the Company or any of its Subsidiaries immediately prior to the Effective Time (each, a “Current Employee”) (i) an annual base salary and ending on target annual cash bonus opportunity (excluding equity-based compensation and, with respect to the date 2025 performance year, specific performance goals) that is 12 months after are, in each case, no less than those provided to the Current Employee as of immediately prior to the Effective Time, to maintain for and provide to any Company Employee the compensation and (ii) employee benefits maintained and provided to the Company Employees immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1) and at levels that are substantially comparable in the aggregate that are no less valuable than to those maintained for and provided to the Current Employee as of immediately prior to the date of this Agreement Effective Time (subject to modifications and increases permitted by Section 5.1); provided that in each case, excluding equity, equity-based, deferred compensation, severance, change in control, retention or transaction-related benefits, specific performance goals for any cash incentive compensation will be discretionary for the 2025 performance year, defined benefit pension and post-retirement welfare arrangements) and (iii) severance benefits that are at least as favorable as the severance benefits provided by the Company or based one of its Subsidiaries to the Current Employee as of immediately prior to the Effective Time and to the extent set forth on performanceSection 5.6(a) of the Company Disclosure Letter, subject to, as a condition to such Current Employee receiving such severance in connection with such Current Employee’s termination, the applicable Current Employee having then signed and not revoked a release of claims in a form substantially in the form of the Company’s standard release of claims and, in each case, except as otherwise agreed to with a Current Employee. (b) As of and after the Effective Time, Parent will, or will shall use commercially reasonable efforts to cause the Surviving Corporation to, give to cause service rendered by Current Employees to the Company Employees who are employed by Parent or and its Subsidiaries immediately following (as well as service with any predecessor employer of the Company or any such Subsidiary, to the extent service with the predecessor employer is recognized by the Company or such Subsidiary under the comparable Company Plans) prior to the Effective Time full credit to be taken into account for purposes of eligibility and vesting and eligibility to participate and, solely for vacation and paid time off policies and severance plans and policies, determining levels of benefits under all employee benefit accruals plans, programs, or arrangements of Parent and the Surviving Corporation and its Subsidiaries (but the “New Plans”) in which the Current Employees are otherwise eligible to participate, to the same extent and for the same purpose as such service was taken into account under the corresponding Company Plans immediately prior to the Effective Time (the “Old Plans”); provided that the foregoing will not for purposes of benefit accruals under any defined benefit pension plans or apply to the extent this credit that its application would result in a duplication of benefits for or coverage with respect to the same type of benefits and period of service and not where past service credit was not provided for other new participants in such service. Parent Plans), under any employee benefit (including vacation) plans, programs, policies and arrangements maintained for the benefit of Company Employees as of and after the Effective Time by Parent, its Subsidiaries or shall use commercially reasonable efforts to cause the Surviving Corporation for the Company Employees’ to waive any eligibility requirements, waiting periods, actively-at-work requirements, evidence of insurability requirements or pre-Effective Time service with the Company, its Subsidiaries and their predecessor entities (each, a “Parent Plan”) existing condition limitations under any New Plan to the same extent recognized by the Company immediately such restriction would not have been applicable to a Current Employee under any comparable Old Plan in which they participated prior to the Effective Time. With respect Parent shall use commercially reasonable efforts to each Parent Plan that is a “welfare benefit plan” (as defined in Section 3(1) of ERISA), Parent or its Subsidiaries shall (i) cause there to be waived any pre-existing condition or eligibility limitations to the same extent waived by the Company Surviving Corporation and its Subsidiaries to give such Current Employees credit under the New Plans for any eligible expenses incurred by such Current Employees and their covered dependents and credited to such person under the comparable Company Plans and (ii) give effectOld Plan during the portion of the plan year prior to the Effective Time for purposes of satisfying all co-payment, in determining any deductible and co-insurance, deductibles, maximum out-of-pocket limitations with requirements, and other out-of-pocket expenses applicable to such Current Employees and their covered dependents under the New Plans in respect to of the plan year in which the Effective Time occurs, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees, in each case under similar plans maintained by the Company and its Subsidiaries immediately prior to the Effective Time. (c) Parent acknowledges Notwithstanding anything in this Agreement to the contrary, the terms and agrees that conditions of employment for any employees covered by a Labor Agreement shall be governed by the consummation applicable Labor Agreement until the expiration, modification or termination of the Merger such Labor Agreement in accordance with its terms and applicable Law. The Company shall, and shall constitute a “Change in Control” for purposes cause its Subsidiaries to use commercially reasonable efforts to satisfy any legal or contractual requirements to provide notice to, or carry out any information and/or consultation procedure with, any employee or groups of each Company Plan listed in Section 6.5(cemployees (or any individual service provider or groups of individual service providers) of the Company Disclosure Schedule. From and after the Effective Timeor any of its Subsidiaries, Parent will honoror any union, and will cause its Subsidiaries to honor, in accordance with its terms, each Company Plan listed in Section 3.10(aworks council or similar employee representative organization (a “Labor Organization”) which is required by applicable Law or Contract of the Company Disclosure Schedule; providedwith a Labor Organization as a result of the Contemplated Transactions (the “Labor Consultations”). In connection with the Labor Consultations, however, that nothing herein the Company shall prevent (i) keep Parent reasonably informed of the amendment, suspension or termination status of any Company Plan pursuant material developments with respect to its terms or interfere such Labor Consultations, (ii) provide Parent with the a reasonable opportunity to review, prior to distribution, any written material communications to any Labor Organizations with respect to such Labor Consultations and consider in good faith Parent’s reasonable comments thereto, and (iii) provide Parent with a true and certified copy of any written opinion or Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable Lawwritten statement delivered by any Labor Organization. (d) No provision of this Agreement (i) prohibits Parent shall provide or the Surviving Corporation from establishing, amending or terminating any Company Plan or any other benefit or compensation plan, policy or arrangement, (ii) requires Parent or the Surviving Corporation to Company Employees the severance benefits set forth in Section 6.5(d) of the Company Disclosure Schedule on the terms and conditions set forth therein, except with respect to keep any Person that is a party employed for any period of time or to a Change in Control Severance Agreement. Nothing contained herein shall prevent Parent from terminating offer any particular term of employment, (iii) constitutes the employment of termination of, establishment or adoption of, or amendment to, any Company EmployeePlan or other benefit or compensation plan, policy or arrangement or (iv) confers upon any Current Employee or any other Person any third-party beneficiary or similar rights or remedies.

Employment and Employee Benefits Matters. (a) Without limiting any additional rights that any Company Employee may have under any Company Plan, Parent shall cause the Surviving Corporation and each of its subsidiaries, for a period commencing at the Effective Time and ending on the 18-month anniversary thereof, to maintain (i) the Company Severance Plan and (ii) existing severance practices as described in Section 6.6(a) of the Company Disclosure Schedule, each as currently in effect, and (subject to all of the terms and conditions set forth in such plan) to make severance payments to any eligible Company Employee terminated during that 18-month period in accordance with such Company Severance Plan and severance practices. (b) Parent shall cause the Surviving Corporation and each of its Subsidiaries, subsidiaries (i) to continue for the period commencing at the Effective Time and ending on the date that is 12 months after 12-month anniversary thereof (the “Compensation Protection Period”) to compensate the Company Employees who continue to be employed in good standing at substantially the same base salaries or base hourly wages as in effect for such employees immediately before the Effective Time, (ii) to maintain provide for the bonuses, if any, earned through December 31, 2009 pursuant to Section 6.6(e), and provide (iii) during the Compensation Protection Period, to any Company Employee the compensation and employee benefits maintained and provided to the Company Employees immediately prior to the date of this Agreement either (A) continue (subject to modifications and increases permitted by Section 5.1Sections 6.6(a) and at levels 6.6(e)) to provide benefits which are substantially comparable in the aggregate that are no less valuable than those maintained for and provided immediately prior to the date of this Agreement benefits provided under the Company Plans at the Effective Time or (subject B) provide benefits which are substantially comparable in the aggregate to modifications and increases permitted the benefits provided directly or indirectly by Section 5.1); provided that incentive compensation will be discretionary Parent to employees who provide similar services to or based on performanceperform similar functions for Parent or its subsidiaries. (bc) As of and after the Effective Time, Parent will, or will cause the Surviving Corporation to, give Company Employees who are continue to be employed by Parent or its Subsidiaries immediately following the Effective Time in good standing full service credit for purposes of eligibility and vesting and benefit accruals (but not for purposes of benefit accruals (i) under any defined benefit pension plans or to the extent this credit under any plan which provides post-retirement medical or dental or prescription drug or other post-retirement welfare benefits or for vacation if any payment has been made in lieu of vacation or (ii) which would result in a any duplication of benefits for the same period of service and not where past service credit was not provided for other new participants in such Parent Plans), service) under any employee benefit (including vacation) plans, programs, programs and policies and arrangements maintained which are provided for the benefit of Company Employees as of and after the Effective Time by Parent, its Subsidiaries subsidiaries or the Surviving Corporation for the such Company Employees’ pre-Effective Time service with the Company, its Subsidiaries subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent such service was recognized by the Company immediately prior to the Effective TimeTime under any corresponding Company Plan or program or policy of the Company. With respect to each Parent Plan that is a “welfare benefit plan” (as defined in Section 3(1) of ERISA), Parent or its Subsidiaries subsidiaries shall (i) cause there to be waived for any Company Employee any pre-existing condition limitation or eligibility limitations limitation to the same extent waived by the Company and its Subsidiaries neither such employee nor his or her eligible dependents were subject to any such limitation under the comparable corresponding Company Plans Plan and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations with respect to the plan year in which the Effective Time occurslimitations, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees, in each case Employees under similar plans maintained by the any Company and its Subsidiaries Plan immediately prior to the Effective TimeTime as if the claims had been incurred and the amounts had been paid or reimbursed under a corresponding Parent Plan. (cd) Parent acknowledges and agrees that the consummation of the Merger shall constitute a “Change in Control” for purposes of each Company Plan listed in Section 6.5(c) of the Company Disclosure Schedule. From and after the Effective Time, Parent will honor, and will cause its Subsidiaries subsidiaries to honor, in accordance with its terms, each Company Plan listed in Section 3.10(a) the terms of the Company Disclosure SchedulePlans, as such Company Plans may be amended pursuant to their terms, in each case to the extent legally binding on the Company or any of its subsidiaries. Further, Parent will, or will cause the Surviving Corporation to, make the matching contribution for 2009 which is called for under the terms of the Company’s 401(k) Plan pursuant to the terms of such plan as in effect on the date of this Agreement. (e) Parent will, or will cause the Surviving Corporation to, continue the Operating Partnership’s 2009 Incentive Plan (which also is known as the Company’s Annual Incentive Plan) and the Operating Partnership’s 2009 Mid-Term Incentive Plan through the performance cycles which for each plan end on December 31, 2009 and pay the bonuses, if any, earned for each such cycle pursuant to the terms and conditions set forth in each such plan; provided, however, that nothing herein (1) the extent to which the applicable performance conditions for a bonus under such plans are met shall prevent be determined based on the amendmentCompany’s actual performance (adjusted in a manner reasonably acceptable to Parent to eliminate the impact of costs relating to the negotiation, suspension closing, transition and integration of the transactions contemplated by this Agreement) through the end of the calendar month which ends on, or termination immediately precedes, the Closing Date and comparing such performance to the Company’s targeted year-to-date performance goals through the end of any Company such calendar month, (2) the payment of the bonuses earned under the Operating Partnership’s 2009 Incentive Plan pursuant to its terms or interfere shall be paid in accordance with the Parentterms of such plan in February, 2010 except as otherwise expressly called for under the terms of the Operating Partnership’s or Surviving Corporation2009 Incentive Plan or, if and to the extent applicable, an employment agreement and (3) the payment of the bonuses earned under the Operating Partnership’s right or obligation Mid-Term Incentive Plan shall be paid in accordance with the terms of such plan, 30% in February, 2010, 30% in August, 2010 and 40% in February, 2011 except as otherwise expressly called for under the terms of the Operating Partnership’s 2009 Mid-Term Incentive Plan or, if and to make such changes as are necessary to conform with applicable Lawthe extent applicable, an employment agreement. (df) No person other than the Company, Parent and Merger Sub shall provide to Company Employees the severance benefits set forth in Section 6.5(d) of the Company Disclosure Schedule on the terms and conditions set forth therein, except have any rights with respect to any Person that is a party to a Change in Control Severance Agreement. Nothing contained herein shall prevent Parent from terminating the employment provisions of any Company Employeethis Section 6.6.

Employment and Employee Benefits Matters. (a) Parent shall, and shall cause the Surviving Corporation and each of its Subsidiariesother Subsidiaries to, for the period commencing at the Effective Time and ending on December 31, 2019, maintain for each individual employed by the date Company or any of its Subsidiaries at the Effective Time (each, a “Current Employee”) (i) each of base compensation and a target annual cash incentive compensation opportunity at least as favorable as that is 12 months after provided to the Current Employee as of immediately prior to the Effective Time, to maintain for and provide to any Company Employee (ii) benefits that are at least as favorable as the compensation and employee benefits maintained for and provided to the Company Employees Current Employee as of immediately prior to the date of this Agreement Effective Time and (subject to modifications and increases permitted by Section 5.1iii) and at levels in the aggregate severance benefits that are no less valuable than those maintained for and at least as favorable as the severance benefits provided by the Company to the Current Employees as of immediately prior to the date Effective Time to the extent set forth in Section 4.13(a) of this Agreement (subject to modifications and increases permitted by Section 5.1); provided that incentive compensation will be discretionary or based on performancethe Company Disclosure Schedule. (b) As of Parent shall, and after the Effective Time, Parent will, or will shall cause the Surviving Corporation to, give cause service rendered by Current Employees to the Company Employees who are employed by Parent or and its Subsidiaries immediately following Subsidiaries, prior to the Effective Time full credit to be taken into account for all purposes under employee benefit plans of eligibility Parent, the Surviving Corporation, and vesting and benefit accruals (but its Subsidiaries, to the same extent as such service was taken into account under the corresponding Company Plans immediately prior to the Effective Time for those purposes; provided that the foregoing shall not for purposes of benefit accruals under any defined benefit pension plans or apply to the extent this credit that its application would result in a duplication of benefits for or the funding thereof with respect to the same period of service service. Without limiting the generality of the foregoing, Parent shall not, and not where past service credit was not provided for other new participants in such Parent Plans)shall cause the Surviving Corporation to not, subject Current Employees to any eligibility requirements, waiting periods, actively-at-work requirements or pre-existing condition limitations under any employee benefit (including vacation) plans, programs, policies and arrangements maintained for the benefit plan of Company Employees as of and after the Effective Time by Parent, its Subsidiaries or the Surviving Corporation for the Company Employees’ pre-Effective Time service with the Company, or its Subsidiaries and their predecessor entities (each, a “Parent Plan”) for any condition for which they would have been entitled to coverage under the same extent recognized by the corresponding Company immediately Plan in which they participated prior to the Effective Time. With respect Parent shall, and shall cause the Surviving Corporation and its Subsidiaries, to each Parent give such Current Employees credit under such employee benefit plans for any eligible expenses incurred by such Current Employees and their covered dependents under a Company Plan that is a “welfare benefit plan” (as defined in Section 3(1) during the portion of ERISA), Parent or its Subsidiaries shall (i) cause there to be waived any pre-existing condition or eligibility limitations the year prior to the same extent waived by the Company and its Subsidiaries under the comparable Company Plans and (ii) give effectEffective Time for purposes of satisfying all co-payment, in determining any deductible and co-insurance, deductibles, maximum out-of-pocket limitations with requirements, and other out-of-pocket expenses applicable to such Current Employees and their covered dependents in respect to of the plan year in which the Effective Time occurs, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees, in each case under similar plans maintained by ; provided that the Company and its Subsidiaries immediately prior foregoing shall not apply to the Effective Timeextent that its application would result in a duplication of benefits or the funding thereof with respect to the same period of service. (c) No provision of this Agreement (i) prohibits Parent acknowledges and agrees that or the consummation of the Merger shall constitute a “Change in Control” for purposes of each Surviving Corporation from amending or terminating any individual Company Plan listed in Section 6.5(cor any other employee benefit plan, (ii) confers upon any director, Current Employee or service provider of the Company Disclosure Schedule. From and after or any Subsidiary or Affiliate thereof any right to continue in the Effective Timeemploy or service of the Surviving Corporation, Parent will honoror any Subsidiary or any Affiliate thereof for any period of time, and will cause its Subsidiaries or shall interfere with or restrict in any way the rights of the Surviving Corporation, Parent or any Subsidiary or Affiliate thereof to honordischarge or terminate the services of any director, in accordance with its terms, each Company Plan listed in Section 3.10(a) employee or individual service provider of the Company Disclosure Schedule; providedor any Subsidiary or Affiliate thereof at any time for any reason whatsoever, howeverwith or without cause, that nothing herein shall prevent or (iii) constitutes the amendmentestablishment or adoption of, suspension or termination of amendment to, any Company Plan pursuant to its terms or interfere with the Parent’s employee benefit plan. No Current Employee or Surviving Corporation’s right any other individual employed by, or obligation to make such changes as are necessary to conform with applicable Law. (d) Parent shall provide to Company Employees the severance benefits set forth in Section 6.5(d) of providing services to, the Company Disclosure Schedule on the terms and conditions set forth therein, except or its Subsidiaries has any third-party beneficiary or other rights with respect to any Person that is a party to a Change in Control Severance this Agreement. Nothing contained herein shall prevent Parent from terminating the employment of any Company Employee.

Employment and Employee Benefits Matters. (ai) Parent shall cause Simplicity has previously made available to HomeStreet in writing complete and accurate lists of the Surviving Corporation employees of Simplicity and its Subsidiaries. Such employee lists shall be updated by Simplicity and provided to HomeStreet promptly following its request. (j) HomeStreet and Simplicity agree that promptly following the execution of this Agreement, meetings shall be held at such locations as HomeStreet and Simplicity shall mutually agree, for HomeStreet and Simplicity to announce the period commencing proposed Transactions to the employees of Simplicity and its Subsidiaries. At mutually agreed upon times following such initial announcement, HomeStreet shall be permitted to meet with the employees of Simplicity and its Subsidiaries to discuss employment opportunities with HomeStreet and its affiliates. (k) Each of the employees of Simplicity and its Subsidiaries may be offered employment by HomeStreet or one of its Subsidiaries (including HomeStreet) at the Effective Time sole and ending on absolute discretion of HomeStreet. Simplicity and its Subsidiaries shall cause each employee to whom HomeStreet and one of its Subsidiaries has made such an offer to accept or reject the date that offer AGREEMENT AND PLAN OF MERGER BETWEEN HOMESTREET, INC. AND SIMPLICITY BANCORP, INC. EXECUTION VERSION of employment within ten (10) Business Days of receipt of such offer from HomeStreet or its Subsidiary. Except as described in this Section 6.12, neither HomeStreet nor any of its Affiliates shall have any liability with respect to any employee of Simplicity or any of its Subsidiaries who is 12 months not offered or does not accept employment with HomeStreet or any of its Subsidiaries, or any former employee or retiree of Simplicity or any of its Subsidiaries, regardless of when such liability occurs. (l) As soon as administratively practicable after the Effective Time., HomeStreet shall take all reasonable action so that Continuing Employees shall be entitled to maintain for participate in the HomeStreet Benefit Plans to the same extent as similarly situated employees of HomeStreet and provide its Subsidiaries (it being understood that inclusion of the employees of Simplicity and its Subsidiaries in HomeStreet Benefit Plans may occur at different times with respect to different plans), provided that coverage shall be continued under the corresponding Benefit Plans of Simplicity and its Subsidiaries until such Continuing Employees are permitted to participate in HomeStreet Benefit Plans and provided further, however, that nothing contained herein shall require HomeStreet or any of its Subsidiaries to make any grants to any Company Employee the compensation and former employee benefits maintained and provided to the Company Employees immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1) and at levels in the aggregate that are no less valuable than those maintained for and provided immediately prior to the date Simplicity or any of this Agreement (subject to modifications and increases permitted by Section 5.1); provided that incentive compensation will be discretionary or based on performance. (b) As of and after the Effective Time, Parent will, or will cause the Surviving Corporation to, give Company Employees who are employed by Parent or its Subsidiaries immediately following the Effective Time full credit under any discretionary equity compensation plan of HomeStreet. HomeStreet shall cause each HomeStreet Benefit Plan in which Continuing Employees are eligible to participate to recognize, for purposes of determining eligibility to participate, vesting of benefits, and vesting and benefit accruals for all other purposes (but not for accrual of pension benefits) under HomeStreet Benefit Plans, the service of such employees with Simplicity or any of its Subsidiaries to the same extent as such service was credited for such purpose by Simplicity or any of its Subsidiaries. In addition, such employees shall receive credit for service as an employee of Simplicity or any Subsidiary of Simplicity for purposes of benefit accruals under any defined benefit pension plans or determining length of vacation, paid time off and severance. Notwithstanding the foregoing, no such employee’s service shall be recognized to the extent this credit that such recognition would result in a duplication of benefits for benefits. Nothing herein shall limit the ability of HomeStreet to amend or terminate any of the HomeStreet’s Benefit Plans in accordance with their terms at any time. (m) Upon termination of any Simplicity or Simplicity subsidiary health plan, HomeStreet shall promptly make available to Continuing Employees and their dependents employer provided health coverage on substantially the same period basis as it provides coverage to HomeStreet or HomeStreet subsidiary employees, or if a Continuing Employee is not eligible under the terms of service and not where past service credit was not provided for other new participants in such Parent Plans), under any employee benefit (including vacation) the HomeStreet health plans, programsshall offer COBRA coverage, policies and arrangements maintained for provided, however that such Continuing Employees shall be required to bear a portion of the benefit cost of Company such COBRA coverage that is substantially equivalent in amount to the cost such Covered Employees bore of their insurance coverage as of the date of this Agreement. At such time as Continuing Employees of Simplicity or any of its Subsidiaries become eligible to participate in a medical, dental or health plan of HomeStreet or its Subsidiaries, HomeStreet shall cause each such plan to (i) waive any preexisting condition limitations and exclusions to the extent such conditions and exclusions are covered under the applicable medical, health or dental plans of HomeStreet, (ii) provide full credit under such plans for any deductibles, co-payment and out-of-pocket expenses incurred by the employees and their beneficiaries during the portion of the calendar year prior to such participation and (iii) waive any waiting period limitation, actively-at-work or evidence of insurability requirement which would otherwise be applicable to such employee on or after the AGREEMENT AND PLAN OF MERGER BETWEEN HOMESTREET, INC. AND SIMPLICITY BANCORP, INC. EXECUTION VERSION Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous plan prior to the Effective Time and to the extent permitted under the applicable HomeStreet Benefit Plan. Employees of Simplicity or its subsidiaries who do not become Continuing Employees, and qualified beneficiaries, will have the right to continued coverage under group health plans of HomeStreet in accordance with COBRA. (n) Prior to the Effective Time, Simplicity shall terminate any obligation to provide retiree medical benefits to the individuals provided by ParentSimplicity or any Simplicity Subsidiary and make any payments necessary to effect such termination. (o) Each of the Parties acknowledges and agrees that all provisions contained within this Section 6.12 with respect to Employees are included for the sole benefit of the Parties hereto, its and shall not create any right (i) in any other Person, including Benefit Plans or any beneficiary thereof, or (ii) to continued employment with Simplicity, HomeStreet or any of their respective Subsidiaries or the Surviving Corporation for the Company Employees’ pre-Effective Time service with the Company, its Subsidiaries and their predecessor entities Affiliates. (each, a “Parent Plan”p) With respect to the same extent recognized Simplicity Bank Annual Incentive Plan (the “AIP”), each participant’s “Deferred Amount” (as defined under the AIP) shall be paid by Simplicity to the Company participant in a lump sum as of the Effective Time. Each participant in the AIP shall also be entitled to receive a pro-rata portion of his or her annual incentive award (the “Pro-Rata Award”), calculated from the first day of the plan year beginning on July 1, 2014 until the Effective Time, as if the company performance goals and the department/individual performance goals achieved “target” performance. Each participant’s Pro-Rata Award shall be paid in lump sum by Simplicity immediately prior to the Effective Time. With respect to each Parent Plan that is a “welfare benefit plan” (as defined in For purposes of this Section 3(1) of ERISA6.12(h), Parent HomeStreet acknowledges that no portion of the Pro-Rata Award shall be deferred pursuant to the AIP. The AIP shall terminate following such payments. (q) Those employees of Simplicity or its Subsidiaries shall (i) cause there who are not offered employment by HomeStreet that is comparable to be waived any pre-existing condition that employee’s position with Simplicity or eligibility limitations to the same extent waived by the Company and its Subsidiaries with respect to salary and within a 25 mile radius of the current address of such employee’s primary work location, and who are not then covered by an existing severance or change-of-control agreement with Simplicity or its Subsidiaries, and who sign and deliver a termination and release agreement substantially in the form of Exhibit G within 30 days of the Effective Time shall be entitled to receive severance pay in an amount equal to one week’s pay for each full year of service, subject to a maximum of twenty-six weeks of pay and a minimum severance amount equal to two weeks of base pay. Such payments will be made by HomeStreet on the date the termination and release agreement that is executed by an employee becomes effective. If Simplicity or any of its Subsidiaries also has a severance pay plan applicable to a Person, then any amounts paid to such Person pursuant to that plan shall reduce the amount that such Person will receive under this Section 6.12(i) and in no event shall there be any duplication of severance pay. Nothing contained in this Section 6.12(i) hereof shall be construed or interpreted to limit or modify in any way HomeStreet’s at will employment policy or provide any third party beneficiary rights to employees of Simplicity or any of its Subsidiaries. In no event shall severance pay be taken into account in determining the comparable Company Plans and amount of any other benefit (ii) give effectincluding but not limited to, an individual’s benefit under any retirement plan or policy). If, by AGREEMENT AND PLAN OF MERGER BETWEEN HOMESTREET, INC. AND SIMPLICITY BANCORP, INC. EXECUTION VERSION reason of the controlling plan document, controlling law or otherwise, severance pay is taken into account in determining any deductible and maximum out-of-pocket limitations with respect other benefit, the severance pay otherwise payable shall be reduced by the present value of the additional benefit determined under other benefit plans attributable to the plan year in which severance pay period. (r) Promptly, but no later than the first normal payroll date of HomeStreet following the Effective Time, Simplicity and HomeStreet shall cause each employee of Simplicity or any of its Subsidiaries who is not employed by HomeStreet or its Subsidiaries following the Effective Time occursto be paid for unused vacation time in accordance with Simplicity’s past practice. (s) The Simplicity ESOP shall be terminated immediately prior to the Effective Time (the “ESOP Termination Date”). On the ESOP Termination Date, Simplicity shall direct the Simplicity ESOP trustee(s) to claims incurred remit a sufficient number of unallocated shares of Simplicity Common Stock held by the Simplicity ESOP’s suspense account to Simplicity or any other lender (as applicable) to repay the full outstanding balance of the Simplicity ESOP loan(s). None of the unallocated shares used to repay the Simplicity ESOP Loan(s) will be entitled to receive any Merger Consideration. All remaining unallocated shares of Simplicity Common Stock and amounts paid byother unallocated plan assets, if any, held by the Simplicity ESOP shall be allocated among the participant accounts on the ESOP Termination Date in accordance with the terms of the ESOP, and amounts reimbursed to, Company Employees, in each case under similar plans maintained as of the Effective Time all shares of Simplicity Common Stock held by the Company Simplicity ESOP shall be converted into the right to receive the Merger Consideration. As soon as administratively practicable following the Effective Time, the account balances in the Simplicity ESOP shall either be distributed in accordance with the terms of the Simplicity ESOP and its Subsidiaries the requirements of the Code and ERISA. Simplicity and HomeStreet shall adopt the necessary amendment(s) and board resolution(s) to effect the provisions of this Section 6.12(k). From the date of this Agreement until the ESOP Termination Date, contributions by Simplicity or any Simplicity Subsidiary to the Simplicity ESOP shall continue to be accrued and made in accordance with the Simplicity ESOP loan amortization schedule(s) in effect as of the date of this Agreement. (t) The Simplicity 401(k) Plan shall be terminated immediately prior to the Effective Time. As soon as practicable following the Effective Time, the account balances in the Simplicity 401(k) Plan shall be distributed in accordance with the Simplicity 401(k) Plan and the requirements of the Code and ERISA. Continuing Employees who elect to transfer their account balances held by the Simplicity 401(k) Plan to the HomeStreet 401(k) Plan shall be permitted to roll over their outstanding Simplicity 401(k) Plan loan balances to the HomeStreet 401(k) Plan. Simplicity and HomeStreet shall adopt the necessary amendment(s) and board resolution(s) to effect the provisions of this Section 6.12(l). (u) Simplicity will terminate the Simplicity Bank 2005 Executive Nonqualified Retirement Plan immediately prior to the Effective Time. (c) Parent acknowledges and agrees that the consummation of the Merger shall constitute a “Change in Control” for purposes of each Company Plan listed in Section 6.5(c) of the Company Disclosure Schedule. From and after the Effective Time, Parent will honor, and will cause its Subsidiaries to honor, in accordance with its terms, each Company Plan listed in Section 3.10(a) of the Company Disclosure Schedule; provided, however, that nothing herein shall prevent the amendment, suspension or termination of any Company Plan pursuant to its terms or interfere with the Parent’s or Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable Law. (d) Parent shall provide to Company Employees the severance benefits set forth in Section 6.5(d) of the Company Disclosure Schedule on the terms and conditions set forth therein, except with respect to any Person that is a party to a Change in Control Severance Agreement. Nothing contained herein shall prevent Parent from terminating the employment of any Company Employee.

Employment and Employee Benefits Matters. (a) Without limiting any additional rights that any Company Employee may have under any Company Plan, Parent shall cause the Surviving Corporation and each of its Subsidiariessubsidiaries, for a period commencing at the Effective Time and ending on December 31, 2005, to maintain the existing severance plans of the Company and any subsidiary of the Company and to provide the severance payments and benefits required thereunder in accordance with the terms of such plans to be provided to any Company Employee terminated during that period. In respect of the annual bonus payable to the Company Employees for service rendered in fiscal year 2004, Parent shall, or shall cause the Surviving Corporation to, continue to honor the terms and conditions of and obligations (existing as of the date of this Agreement) under the Company's year 2004 annual bonus program and the award or participation agreements thereunder (the "2004 Bonus Program"), which 2004 Bonus Program shall be administered in a manner consistent with the Company's historic annual bonus programs. Aggregate annual discretionary bonuses and SMIP allocations for 2004 shall be made in accordance with Section 6.6(a) of the Company Disclosure Schedule. (b) Without limiting any additional rights that any Company Employee may have under any Company Plan, Parent shall cause the Surviving Corporation and each of its subsidiaries, for the period commencing at the Effective Time and ending on the date that is 12 months after the Effective TimeDecember 31, 2005, to maintain for Company Employees (i) welfare, pension benefits, base salary and provide incentive-based benefits or compensation (but not equity-based benefits or compensation) that in the aggregate are no less favorable than the overall welfare, pension benefits, base salary and incentive-based benefits or compensation maintained for and provided to any such Company Employee Employees immediately prior to the Effective Time and (ii) equity-based benefits or compensation that in the aggregate are no less favorable than the equity-based benefits or compensation in the aggregate provided to similarly situated employees of Parent and employee its subsidiaries but adjusted to take into account the extent to which, if any, the base salary and incentive-based compensation or benefits maintained for and provided to the Company Employees immediately prior pursuant to the date of this Agreement foregoing clause (subject to modifications and increases permitted by Section 5.1i) and at levels in the aggregate that are no less valuable more favorable than those maintained for and provided immediately prior to similarly situated employees of Parent and its subsidiaries; provided, however, subject to the foregoing, that 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 with applicable law. Nothing contained in this Agreement shall restrict the ability of Parent and its affiliates to terminate the employment of any Company Employee for any reason at any time after the effective date of this Agreement (subject to modifications his or her employment with Parent and increases permitted by Section 5.1); provided that incentive compensation will be discretionary or based on performanceits affiliates. (bc) As of and after the Effective Time, Parent will, or will cause the Surviving Corporation to, give Company Employees who are employed by Parent or its Subsidiaries immediately following the Effective Time full credit for purposes of eligibility and vesting and benefit accruals (but not for purposes of benefit accruals under any defined benefit pension plans or to the extent this credit would result in a duplication of benefits for the same period of service and not where past service credit was not provided for other new participants in such Parent Plans), plans) under any employee compensation and incentive plans, benefit (including vacation) plans, programs, policies and arrangements maintained for the benefit of Company Employees as of and after the Effective Time by Parent, its Subsidiaries subsidiaries or the Surviving Corporation for the Company Employees’ pre-Effective Time ' service with the Company, its Subsidiaries subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent recognized by the 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), the Parent or its Subsidiaries subsidiaries shall (i) cause there to be waived any pre-existing condition or eligibility limitations to the same extent waived by the Company and its Subsidiaries under the comparable Company Plans and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations with respect to the plan year in which the Effective Time occurslimitations, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees, in each case Employees under similar plans maintained by the Company and its Subsidiaries subsidiaries immediately prior to the Effective Time. (cd) Parent acknowledges and agrees that the consummation of the Merger shall constitute a “Change in Control” for purposes of each Company Plan listed in Section 6.5(c) of the Company Disclosure Schedule. From and after the Effective Time, Parent will honor, and will cause its Subsidiaries subsidiaries to honor, in accordance with its terms, (x) each existing employment, change in control, severance and termination plan, policy or agreement of or between the Company Plan listed in Section 3.10(aor any of its subsidiaries and any officer, director or employee of that company, equity-based plans, programs or agreements, bonus plans or programs, and (y) all obligations pursuant to outstanding restoration plans, equity-based plans, programs or agreements, bonus plans or programs, bonus deferral plans, vested and accrued benefits under any employee benefit plan, program or arrangement of the Company Disclosure Schedule; provided, however, that nothing herein shall prevent the amendment, suspension or termination of any Company Plan pursuant to its terms or interfere with the Parent’s or Surviving Corporation’s right or obligation to make such changes subsidiaries and similar employment compensation and benefit arrangements and agreements in effect as are necessary to conform with applicable Law. (d) Parent shall provide to Company Employees the severance benefits set forth in Section 6.5(d) of the Company Disclosure Schedule Effective Time, in each case to the extent legally binding on the terms and conditions set forth therein, except with respect to Company or any Person that is a party to a Change in Control Severance Agreement. Nothing contained herein shall prevent Parent from terminating the employment of any Company Employeeits subsidiaries.

Employment and Employee Benefits Matters. (a) Parent shall cause the Surviving Corporation and each of its Subsidiaries, for the period commencing at the Effective Time and ending on December 31, 2008, to continue to maintain for the date that is 12 months after individuals employed by the Company at the Effective Time (the “Current Employees”) (i) base compensation at the levels in effect at the Effective Time, to maintain for and provide to any Company Employee (ii) the compensation and employee benefits maintained and provided to the Company Employees immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1) and Company’s 2008 annual cash bonus program as in effect at levels in the aggregate that are no less valuable than those maintained for and provided immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1); provided that incentive compensation will be discretionary or based on performance. (b) As of and after the Effective Time, Parent will, or will cause the Surviving Corporation to, give Company Employees who are employed by Parent or its Subsidiaries immediately following the Effective Time full credit for purposes of eligibility and vesting and benefit accruals (but not for purposes of benefit accruals iii) benefits under any defined benefit pension plans or to the extent this credit would result in a duplication of benefits for the same period of service and not where past service credit was not provided for other new participants in such Parent Plans), under any employee benefit (including vacation) plans, programs, policies and arrangements maintained for the benefit of Company Employees as of and after plans in effect at the Effective Time by Parent(excluding, its Subsidiaries or the Surviving Corporation for the Company Employees’ prethis purpose, equity-Effective Time service with the Company, its Subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent recognized by the 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 ERISAbased compensation), Parent or its Subsidiaries shall (i) cause there to be waived any pre-existing condition or eligibility limitations to the same extent waived by the Company and its Subsidiaries under the comparable Company Plans and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations with respect to the plan year in which the Effective Time occurs, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees, in each case under similar plans maintained by the Company and its Subsidiaries immediately prior to the Effective Time. (c) Parent acknowledges and agrees that the consummation of the Merger shall constitute a “Change in Control” for purposes of each Company Plan listed in Section 6.5(c) of the Company Disclosure Schedule. From and after the Effective Time, Parent will honor, and will cause its Subsidiaries to honor, in accordance with its terms, each Company Plan listed in Section 3.10(a) of the Company Disclosure Schedule; provided, however, that nothing herein in this Section 6.4 shall prevent the amendment, suspension or termination of any Company Plan pursuant to its terms or interfere with the Parent’s or Surviving Corporation’s right or obligation to make such changes as are necessary or appropriate to conform with applicable Law. Nothing in this Section 6.4 shall limit the right of Parent, the Surviving Corporation or any of their Subsidiaries to terminate the employment of any Current Employee at any time. (b) Parent will, and will cause the Surviving Corporation to, cause service rendered by Current Employees of the Company prior to the Effective Time to be taken into account for vesting and eligibility purposes (but not for accrual purposes, except for vacation and severance, if applicable) under employee benefit plans of Parent, the Surviving Corporation and its Subsidiaries, to the same extent as such service was taken into account under the corresponding Company Plans of the Company for those purposes. Current Employees will not be subject to any eligibility requirements or pre-existing condition limitation under any health employee benefit plan of Parent, the Surviving Corporation or its Subsidiaries for any condition for which they would have been entitled to coverage under the corresponding Company Plan in which they participated prior to the Effective Time. Parent will, and will cause the Surviving Corporation and its Subsidiaries, to give such Current Employees credit under such employee benefit plans for co-payments made and deductibles and maximum out-of-pocket limitations in respect of the year in which the Effective Time occurs. (c) No later than two (2) Business Days prior to its distribution, the Company shall provide Parent and Purchaser with a copy of any communication intended to be made to any of its or its Subsidiaries’ employees relating to the transactions contemplated hereby, and will provide an opportunity for Parent and Purchaser to make reasonable revisions thereto that are not inconsistent with any fiduciary obligations under ERISA. (d) Parent This Section 6.4 shall provide be binding upon and inure solely to Company Employees the severance benefits set forth in Section 6.5(d) benefit of each of the Company Disclosure Schedule on the terms parties to this Agreement, and conditions set forth thereinnothing in this Section 6.4, except with respect express or implied, is intended to confer upon any other Person that is a party to a Change in Control Severance Agreement. Nothing contained herein shall prevent Parent from terminating the employment any rights or remedies of any Company Employeenature whatsoever under or by reason of this Section 6.4 or is intended to be, shall constitute or be construed as an amendment to or modification of any employee benefit plan or arrangement of Parent, the Surviving Corporation or any of their Affiliates or limit in any way the right of Company, Parent, the Surviving Corporation or any of their Affiliates to amend, modify or terminate any of its respective employee benefit plans or arrangements.

Employment and Employee Benefits Matters. (a) Section 5.18(a) of the Parent shall cause the Surviving Corporation and its SubsidiariesDisclosure Schedule lists each material Parent Benefit Plan. For each material Parent Benefit Plan, for the period commencing at the Effective Time and ending on the date that is 12 months after the Effective Time, to maintain for and provide to any Company Employee the compensation and employee benefits maintained and provided Parent has made available to the Company Employees immediately prior to a true and complete copy of such plan, all material amendments thereto, the date of this Agreement most recent valuation report or financial statement and, if applicable, the most recently filed annual return/report (subject to modifications and increases permitted by Section 5.1) and at levels in the aggregate that are no less valuable than those maintained for and provided immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1Form 5500); provided that incentive compensation will be discretionary or based on performance. (b) As Neither Parent nor any of and after the Effective Timeits ERISA Affiliates sponsors, Parent willmaintains, contributes to or has an obligation to contribute to, or will cause has in the Surviving Corporation past six years sponsored, maintained, contributed to or had an obligation to contribute to, give Company Employees who are employed by Parent or its Subsidiaries immediately following the Effective Time full credit for purposes of eligibility and vesting and benefit accruals (but not for purposes of benefit accruals under any defined benefit pension plans or to the extent this credit would result in a duplication of benefits for the same period of service and not where past service credit was not provided for other new participants in such Parent Plans), under any employee benefit (plan subject to Title IV of ERISA, including vacation) 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’ pre-Effective Time service with the Company, its Subsidiaries and their predecessor entities (each, a any “Parent Plan”) to the same extent recognized by the Company immediately prior to the Effective Time. With respect to each Parent Plan that is a “welfare benefit multiemployer plan” (as defined in Section 3(13(37) of ERISA), except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect or result in liability to the Company, SpinCo or any of its Subsidiaries shall (iincluding the Transferred Subsidiaries) cause there to be waived any pre-existing condition or eligibility limitations to following the same extent waived by the Company and its Subsidiaries under the comparable Company Plans and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations with respect to the plan year in which the Effective Time occurs, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees, in each case under similar plans maintained by the Company and its Subsidiaries immediately prior to the Effective TimeClosing. (c) Except as would not reasonably be expected to have a Parent acknowledges and agrees Material Adverse Effect, each Parent Benefit Plan that the consummation of the Merger shall constitute a “Change in Control” for purposes of each Company Plan listed in is intended to be qualified under Section 6.5(c401(a) of the Company Disclosure Schedule. From and after Code has received a favorable determination or opinion letter from the Effective Time, Parent will honorIRS or has applied to the IRS for such a letter within the applicable remedial amendment period or such period has not expired, and will cause its Subsidiaries nothing has occurred since the date of any such determination or opinion letter that could reasonably be expected to honorgive the IRS grounds to revoke such determination or opinion letter. Except as would not reasonably be expected to have a Parent Material Adverse Effect, each Parent Benefit Plan (i) if intended to qualify for special tax treatment, meets all the requirements for such treatment, and (ii) if required to be funded, book-reserved or secured by an insurance policy, is funded, book-reserved, or secured by an insurance policy, as applicable, based on reasonable actuarial assumptions in accordance with its terms, each Company Plan listed in Section 3.10(a) of the Company Disclosure Schedule; provided, however, that nothing herein shall prevent the amendment, suspension or termination of any Company Plan pursuant to its terms or interfere with the Parent’s or Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable Lawaccounting principles. (d) Each Parent shall provide Benefit Plan has been maintained, operated and administered in compliance with its terms and all Applicable Law, including ERISA and the Code, except for failures to Company Employees comply or violations that would not reasonably be expected to have, individually or in the severance aggregate, a Parent Material Adverse Effect. There have been no prohibited transactions or breaches of any of the duties imposed on “fiduciaries” (within the meaning of Section 3(21) of ERISA) by ERISA with respect to any Parent Benefit Plan that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. No Action (other than routine claims for benefits) is pending against or involves or, to the knowledge of Parent, is threatened against or threatened to involve, any Parent Benefit Plan before any Governmental Authority, nor, to the knowledge of Parent, is there any basis for any such Action, in any case that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (e) No Parent Benefit Plan provides any post-retirement or post-termination of service medical, dental or life insurance benefits to any current or former Parent Service Provider (other than coverage mandated by Applicable Law), except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (f) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, all contributions, premiums and payments that are due have been made for each Parent Benefit Plan within the time periods prescribed by the terms of such plan and Applicable Law. (g) Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby (either alone or together with any other event) will (i) entitle any Parent Service Provider to any material payment or benefit or accelerate the time of payment or vesting of any material compensation or benefits, in either case under any Parent Benefit Plan or (ii) result in the payment of any amount under a Parent Benefit Plan that would not be deductible as a result of Section 280G of the Code. Neither Parent nor any of its Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any Parent Service Provider for any material Tax incurred by such Parent Service Provider under Section 409A or 4999 of the Code. (h) Parent and each of its Subsidiaries is conducting, and since January 1, 2015 has conducted, its business in compliance with all Applicable Laws relating to labor and employment, including those relating to labor management relations, wages, hours, overtime, discrimination, sexual harassment, civil rights, affirmative action, work authorization, immigration, safety and health and continuation coverage under group health plans, except for failures to comply or violations that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (i) Except as set forth in Section 6.5(d5.18(i) of the Company Parent Disclosure Schedule on Schedule, there is no formal union organizational campaigns or petitions or other material unionization activities seeking recognition of a bargaining unit in Parent, and no material unfair labor practice charges or other complaints or union representation questions are before the terms National Labor Relations Board or other labor board or Governmental Authority that, in either case, would reasonably be expected to have a Parent Material Adverse Effect. There is no material labor strike, slowdown or stoppage pending or, to Parent’s knowledge, threatened against or affecting Parent. (j) Section 5.18(j) of the Parent Disclosure Schedule, sets forth a true and conditions set forth therein, except with respect to any Person that is a party to a Change in Control Severance Agreement. Nothing contained herein shall prevent Parent from terminating the employment correct list of any Company Employeeand all applicable collective bargaining, works council and other similar employee representative agreements (including agreements governed by Section 301 of the Labor Management Relations Act, 29 U.S.C. § 185) with any labor organization representing employees of Parent or any of its Subsidiaries. (k) Since January 1, 2015, neither Parent nor any of its Subsidiaries has implemented any plant closing or mass layoff that required notice under any Applicable Law.

Employment and Employee Benefits Matters. (a) Parent shall will, and will cause the Surviving Corporation and each of its Subsidiariesother Subsidiaries to, for the one-year period commencing following the Effective Time, maintain for each individual employed by the Company or any of its Subsidiaries at the Effective Time (each, a “Current Employee”) (i) each of base compensation and ending on a target annual cash incentive compensation opportunity that, in each case, is not less than that provided to the date Current Employee as of immediately prior to the Effective Time (or, if more favorable to the Current Employee, the compensation provided to similarly situated employees of Parent and its Affiliates), and (ii) employee benefits (excluding equity and equity-based benefits, nonqualified deferred compensation benefits, and defined benefit retirement benefits; provided, however, for the avoidance of doubt, that is 12 months after any changes to existing nonqualified deferred compensation benefits and defined benefit retirement benefits will not diminish the vested and accrued benefits accrued thereunder for individuals participating in such plans as of the Effective Time; provided, further that with respect to maintain for the foregoing proviso, Parent’s, the Surviving Corporation’s or any of their Affiliates termination of any such plans at any time following the Effective Time shall not be treated as a diminishment of such vested and provide to any Company Employee accrued benefits) that are at least as favorable as the compensation and employee benefits maintained for and provided to the Company Employees Current Employee and their covered dependents as of immediately prior to the date of this Agreement Effective Time (subject to modifications and increases permitted by Section 5.1) and at levels in the aggregate that are no less valuable than those maintained for and provided immediately prior or, if more favorable to the date Current Employee, the employee benefits provided to similarly situated employees of this Agreement (subject Parent and its Affiliates). In addition to modifications and increases permitted by Section 5.1); provided that incentive compensation will be discretionary or based on performance. (b) As of the foregoing, from and after the Effective Time, Parent will, and will cause the Surviving Corporation and each of its other Subsidiaries to, honor in accordance with their terms, all contracts, policies, plans and commitments of the Company and its Subsidiaries that are applicable to any current or former employees or directors of the Company or any of its Subsidiaries. Each of the Company, Parent and Merger Sub acknowledges that the occurrence of the Effective Time will constitute a change in control (or other similar term) of the Company under the terms of the Company Plans containing provisions triggering payment, vesting or other rights upon a change in control or similar transaction. (b) Without limiting the generality of Section 5.6(a), from and after the Effective Time, Parent will, and will cause the Surviving Corporation and each of its other Subsidiaries to, assume, honor and continue during the one-year period following the Effective Time or, if sooner, until all obligations thereunder have been satisfied, all of the Company’s employment, severance, bonus, incentive compensation, commission, change in control, retention and termination plans and agreements, in each case, as in effect at the Effective Time and in accordance with their terms. (c) Parent will, and will cause the Surviving Corporation to, give cause service rendered by Current Employees to the Company Employees who are employed by Parent or and its Subsidiaries immediately following prior to the Effective Time full credit to be taken into account for all purposes under all employee benefit plans of eligibility Parent, the Surviving Corporation, and vesting and benefit accruals (but its Subsidiaries, to the same extent as such service was taken into account under the corresponding Company Plans immediately prior to the Effective Time for those purposes; provided, that, the foregoing will not for purposes of benefit accruals under any defined benefit pension plans or apply to the extent this credit that its application would result in a duplication of benefits for with respect to the same period of service service. Without limiting the generality of the foregoing, Parent will not, and not where past service credit was not provided for other new participants in such Parent Plans)will cause the Surviving Corporation to not, subject Current Employees to any eligibility requirements, waiting periods, actively-at-work requirements or pre-existing condition limitations under any employee benefit (including vacation) plans, programs, policies and arrangements maintained for the benefit plan of Company Employees as of and after the Effective Time by Parent, its Subsidiaries or the Surviving Corporation for the Company Employees’ pre-Effective Time service with the Company, or its Subsidiaries and their predecessor entities (each, a “Parent Plan”) for any condition for which they would have been entitled to coverage under the same extent recognized by the corresponding Company immediately Plan in which they participated 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)will, Parent or its Subsidiaries shall (i) and will cause there to be waived any pre-existing condition or eligibility limitations to the same extent waived by the Company Surviving Corporation and its Subsidiaries to, use commercially reasonable efforts to give such Current Employees credit under such employee benefit plans for any eligible expenses incurred by such Current Employees and their covered dependents under a Company Plan during the comparable Company Plans and (ii) give effectportion of the year prior to the Effective Time for purposes of satisfying all co-payment, in determining any deductible and co-insurance, deductibles, maximum out-of-pocket limitations with requirements, and other out-of-pocket expenses applicable to such Current Employees and their covered dependents in respect to of the plan year in which the Effective Time occurs, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees, in each case under similar plans maintained by the Company and its Subsidiaries immediately prior to the Effective Time. (c) Parent acknowledges and agrees that the consummation of the Merger shall constitute a “Change in Control” for purposes of each Company Plan listed in Section 6.5(c) of the Company Disclosure Schedule. From and after the Effective Time, Parent will honor, and will cause its Subsidiaries to honor, in accordance with its terms, each Company Plan listed in Section 3.10(a) of the Company Disclosure Schedule; provided, however, that nothing herein shall prevent the amendment, suspension or termination of any Company Plan pursuant to its terms or interfere with the Parent’s or Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable Law. (d) Parent To the extent not paid prior to the Closing Date, the Company shall provide pay the 2024 Annual Bonuses as of immediately prior to Company Employees the severance benefits set forth in Section 6.5(dClosing, provided that the 2024 Annual Bonuses shall be (i) prorated based on the number of days that have elapsed between July 1, 2023 and the Closing Date, and (ii) paid at the greater of target or actual achievement of the applicable performance goals. (e) Without limiting the generality of Section 8.6, no provision of this Agreement (i) prohibits Parent or the Surviving Corporation from amending or terminating any individual Company Disclosure Schedule on Plan or any other employee benefit plan in accordance with its terms in a manner that does not conflict with or contravene the terms and conditions set forth thereinobligations of Parent, except with respect Merger Sub, the Surviving Corporation or any of their respective Affiliates under this Section 5.6, (ii) requires Parent or the Surviving Corporation to keep any Person that is a party to a Change in Control Severance Agreement. Nothing contained herein shall prevent Parent from terminating employed for any period of time, (iii) constitutes the employment of establishment or adoption of, or amendment to, any Company EmployeePlan or other employee benefit plan or (iv) confers upon any Current Employee or any other Person any third-party beneficiary or similar rights or remedies.

Employment and Employee Benefits Matters. (a) Parent As of the Effective Time, the obligations of the Company and its Subsidiaries under each Company Plan, Employment Agreement and New Employment Agreement shall cause continue as obligations of the Surviving Corporation and its Subsidiaries, respectively. (b) On and after the Effective Time, the Surviving Corporation shall and shall cause its Subsidiaries (i) to pay promptly or provide when due all compensation and benefits earned through or prior to the Effective Time as provided pursuant to the terms of the Company Plans and the Employment Agreements and (ii) to pay promptly or provide when due all other compensation and benefits required to be paid pursuant to the terms of the Company Plans, the Employment Agreements and the New Employment Agreements. (c) Subject to any rights that any employee may have under any Company Plan, Employment Agreement or New Employment Agreement, the Surviving Corporation shall and shall cause each of its Subsidiaries, for the period commencing at the Effective Time and ending on the date that is 12 months after the Effective Timesecond anniversary thereof, to maintain for and provide to any Company Employee the compensation and employee benefits maintained and provided to the Company Employees immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1) and at levels in the aggregate that are no less valuable than those maintained for and provided immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1); provided that incentive compensation will be discretionary or based on performance. (b) As of and after the Effective Time, Parent will, or will cause the Surviving Corporation to, give Company Employees individual who are is actively employed by Parent or its Subsidiaries immediately following the Effective Time full credit for purposes of eligibility and vesting and benefit accruals (but not for purposes of benefit accruals under any defined benefit pension plans or to the extent this credit would result in a duplication of benefits for the same period of service and not where past service credit was not provided for other new participants in such Parent Plans), under any employee benefit (including vacation) 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’ pre-Effective Time service with the Company, its Subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent recognized by the 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) or any of ERISA), Parent or its Subsidiaries shall (i) cause there to be waived any pre-existing condition or eligibility limitations to the same extent waived by the Company and its Subsidiaries under the comparable Company Plans and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations with respect to the plan year in which the Effective Time occurs, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees, in each case under similar plans maintained by the Company and its Subsidiaries immediately prior to the Effective Time.Time (the "Affected Employees") (ci) Parent acknowledges overall compensation levels (such term to include salary, bonus opportunities and agrees commissions) and Company Plans (other than stock-based plans) that in the consummation of aggregate are no less favorable than the Merger shall constitute a “Change overall compensation levels and Company Plans and (ii) Severance Plans that are no less favorable than the Severance Plans, in Control” for purposes of each Company Plan listed in Section 6.5(c) of the Company Disclosure Schedule. From and after case enjoyed by such Affected Employees immediately prior to the Effective Time, Parent will honor, and will cause its Subsidiaries to honor, in accordance with its terms, each Company Plan listed in Section 3.10(a) of the Company Disclosure Schedule; provided, however, provided that nothing herein shall prevent the amendment, suspension amendment or termination of any Company Plan pursuant to its terms or require that the Surviving Corporation provide or permit investment in the securities of the Surviving Corporation or interfere with the Parent’s or Surviving Corporation’s 's right or obligation to make such changes as are necessary to conform with applicable Lawlaw. (d) Parent Affected Employees shall provide be given credit for all service with the Company and its Subsidiaries, to the same extent as such service was credited for such purpose by the Company, under each benefit plan, program or arrangement, and the vacation policies, of Newco or its Subsidiaries in which such Affected Employees are eligible to participate for purposes of eligibility and vesting; provided that in no event shall the Affected Employees be entitled to any credit for benefit accrual purposes under any defined benefit pension plan of Newco, Newco or their 38 respective affiliates or otherwise to the extent that it would result in a duplication of benefits with respect to the same period of service. (e) Prior to the Closing, the Company Employees will use its reasonable best efforts to borrow from the severance benefits set forth in key man life insurance policies listed on Section 6.5(d6.6(e) of the Company Disclosure Schedule on (the terms "Policies") the maximum amount available under such Policies and conditions set forth therein, except with respect will use the proceeds of such loans to any Person that is fund the Rabbi Trusts to the extent required under the Rabbi Trusts as a party to a Change in Control Severance Agreement. Nothing contained herein shall prevent Parent from terminating result of the employment execution of any Company Employeethis Agreement or otherwise.

Employment and Employee Benefits Matters. (a) Parent shall cause The Surviving Corporation will use commercially reasonable efforts, to the extent permitted by the terms of its or its Subsidiaries’ applicable employee benefit plans, programs and policies, to provide each employee of Xxxxxx and its Subsidiaries who is employed immediately prior to the Closing and who continues employment with the Surviving Corporation or any of its Subsidiaries thereafter (each such employee, a “Continuing Employee”) with credit for all service with the Xxxxxx or its Subsidiaries as if such service were with the Surviving Corporation and its Subsidiaries for purposes of determining eligibility, vesting, levels of benefits and benefit accrual under the Surviving Corporation’s employee benefit and compensation plans to the same extent that such service was credited under a comparable plan of Xxxxxx or its Subsidiaries. Unused vacation days accrued by Continuing Employees under the plans and policies of Xxxxxx and its Subsidiaries shall carry over to the Surviving Corporation. This Section 5.7(a) shall not operate to duplicate any benefit provided to any employee, for require the period commencing at Surviving Corporation to continue in effect any specific Xxxxxx Plan or Surviving Corporation employee benefit plan, or prohibit the Effective Time and ending on the date that is 12 months after termination of employment of any specific employee, following the Effective Time, to maintain for and provide to any Company Employee the compensation and employee benefits maintained and provided to the Company Employees immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1) and at levels in the aggregate that are no less valuable than those maintained for and provided immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1); provided that incentive compensation will be discretionary or based on performance. (b) As of From and after the Effective Time, Parent willand without limiting the generality of Section 5.7(a), or will cause with respect to any health plan (which, for the avoidance of doubt, includes medical, dental, vision and prescription drug) of the Surviving Corporation in which such Continuing Employee is eligible to participate for the plan year in which such Continuing Employee is first eligible to participate, the Surviving Corporation shall use commercially reasonable efforts to, give Company Employees who are employed by Parent or shall cause its Subsidiaries immediately following the Effective Time full credit for purposes of applicable Subsidiary to, cause any pre-existing condition limitations or eligibility and vesting and benefit accruals (but not for purposes of benefit accruals waiting periods under any defined benefit pension plans such Surviving Corporation or Subsidiary plan to be waived with respect to such Continuing Employee to the extent this credit such limitation would result have been waived or satisfied under the Xxxxxx Plan in a duplication of benefits for the same period of service and not where past service credit was not provided for other new participants in which such Parent Plans), under any employee benefit (including vacation) 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’ pre-Effective Time service with the Company, its Subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent recognized by the Company Continuing Employee participated immediately prior to the Effective Time. With respect to each Parent Plan that is a “The Surviving Corporation shall maintain the 401(k), health and welfare benefit plan” plans (as defined in Section 3(1which, for the avoidance of doubt, include medical, dental, vision, prescription drug, life insurance, AD & D, disability insurance and flex spending) of ERISA), Parent or its Subsidiaries shall (i) cause there to be waived any pre-existing condition or eligibility limitations to Xxxxxx in effect through the same extent waived by end of the Company and its Subsidiaries under the comparable Company Plans and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations with respect to the plan calendar year in which the Effective Time occurs, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees, in each case under similar plans maintained by the Company and its Subsidiaries immediately prior to the Effective Time. (c) Parent acknowledges and agrees that Nothing contained herein, express or implied (i) shall be construed to establish, amend or modify any benefit plan, program, agreement, policy or arrangement or (ii) shall alter or limit the consummation ability of the Merger Surviving Corporation, Standard Pacific, Ryland or any of their respective affiliates to amend, modify or terminate any benefit plan, program, agreement, policy or arrangement at any time assumed, established, sponsored or maintained by any of them. This Section 5.7 shall constitute a “Change in Control” for purposes be binding upon and inure solely to the benefit of each Company Plan listed in Section 6.5(c) of the Company Disclosure Schedule. From and after the Effective Time, Parent will honorparties to this Agreement, and will cause its Subsidiaries nothing in this Section 5.7, express or implied, is intended to honor, in accordance with its terms, each Company Plan listed in Section 3.10(a) of the Company Disclosure Schedule; provided, however, that nothing herein shall prevent the amendment, suspension confer upon any other person any rights or termination remedies of any Company Plan pursuant to its terms nature whatsoever under or interfere with the Parent’s or Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable Lawby reason of this Section 5.7. (d) Parent shall provide to Company Employees the severance benefits set forth in Section 6.5(d) of the Company Disclosure Schedule on the terms and conditions set forth therein, except with respect to any Person that is a party to a Change in Control Severance Agreement. Nothing contained herein shall prevent Parent from terminating the employment of any Company Employee.

Employment and Employee Benefits Matters. (a) Parent The parties acknowledge that nothing in this Agreement shall cause the Surviving Corporation be construed as constituting an employment agreement between Sun or any of its affiliates and its Subsidiariesany officer or employee of Community, for the period commencing at the Effective Time and ending Community Bank or any of their respective subsidiaries or an obligation on the date that is 12 months after the Effective Time, part of Sun or any of its affiliates to maintain for and provide to employ any Company Employee the compensation and employee benefits maintained and provided to the Company Employees immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1) and at levels in the aggregate that are no less valuable than those maintained for and provided immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1); provided that incentive compensation will be discretionary such officers or based on performanceemployees. (b) As The parties agree that appropriate steps shall be taken to terminate all employee benefit plans of Community, Community Bank or any of their respective subsidiaries immediately prior to, at or as soon as administratively feasible following the Effective Time of the Merger, provided that the conditions of this Subsection (b) and after of paragraphs (i)-(ii) below are then met and provided further that all employees of Community, Community Bank or any of their respective subsidiaries who were participating immediately prior to the Merger in employee benefit plans of Community, Community Bank or any of their respective subsidiaries for which Sun maintains a corresponding plan shall commence participation in Sun's corresponding plan upon the later of the Effective Time of the Merger or the date of termination of coverage under the Employee Benefit Plans of Community, Community Bank or any of their respective subsidiaries without any gap or interruption in coverage (including any gap affecting any of Community employee's dependents), whether a gap in time of coverage or in waiting or elimination periods. Subject to Section 6.3(c) hereof and except as otherwise specifically provided below, Sun agrees that the officers and employees of Community, Community Bank or any of their respective subsidiaries who Sun or its subsidiaries employ shall be eligible to participate in Sun's employee benefit plans, including welfare and fringe benefit plans, sick leave, vacation, holiday pay and similar payroll practices, on the same basis as and subject to the same conditions as are applicable to any newly-hired employee of Sun; provided, however, that: (i) with respect to each Sun Health Plan, Sun shall waive all waiting periods under said plans for pre-existing conditions; and (ii) Credit for each such employee's past service with Community, Community Bank or any of their respective subsidiaries prior to the Effective Time of the Merger ("Past Service Credit") shall be given by Sun to employees for purposes of: (A) determining vacation, severance, sick leave and other leave benefits and accruals, in accordance with the established policies of Sun; (B) establishing eligibility for participation in and vesting under Sun's welfare and fringe benefit plans, and for purposes of determining the scheduling of vacations and other determinations which are made based on length of service. (iii) with respect to participation in any group medical or dental insurance plans by employees of Community who shall become employees of Sun or Sun Bank as of the Effective Time, Parent will, or will cause the Surviving Corporation to, give Company Employees who are employed Sun shall credit all amounts paid by Parent or its Subsidiaries immediately following the Effective Time full credit for purposes of eligibility and vesting and benefit accruals (but not for purposes of benefit accruals under any defined benefit pension plans or to the extent this credit would result in a duplication of benefits for the same period of service and not where past service credit was not provided for other new participants in such Parent Plans), under any employee benefit (including vacation) plans, programs, policies and arrangements maintained for the benefit of Company Employees Community employees as of and after the Effective Time by Parent, its Subsidiaries or the Surviving Corporation for the Company Employees’ pre-Effective Time service with the Company, its Subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent recognized by the 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 or its Subsidiaries shall (i) cause there to be waived any pre-existing condition or eligibility limitations to the same extent waived by the Company and its Subsidiaries deductibles under the comparable Company Plans and (ii) give effect, Community plans in determining any deductible and maximum out-of-pocket limitations with respect to the plan 2004 calendar year towards deductibles in which 2004 under the Effective Time occurs, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees, in each case under similar plans maintained by the Company and its Subsidiaries immediately prior to the Effective Timecorresponding Sun plans. (c) Parent acknowledges Subject to the limitations and agrees that restrictions set forth at Section 6.9 herein, any full time employee of Community or Community Bank (excluding the consummation of the Merger shall constitute a “Change in Control” for purposes of each Company Plan listed in Section 6.5(cthree executive officers) of the Company Disclosure Schedule. From and whose employment with Sun or Sun Bank is involuntarily by Sun or Sun Bank after the Effective TimeTime and for a period of six months thereafter, Parent will honor, and will absent termination for cause its Subsidiaries to honor, in accordance with its termspolicies of Sun or Sun Bank, each Company Plan listed shall receive severance payments in Section 3.10(a) of the Company Disclosure Schedule; provided, however, that nothing herein shall prevent the amendment, suspension or termination of any Company Plan pursuant to its terms or interfere accordance with the Parent’s or Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable Law. (d) Parent shall provide to Company Employees the severance benefits policy and years of service information set forth in Section 6.5(d) of the Company Disclosure at Schedule on the terms and conditions set forth therein, except with respect to any Person that is a party to a Change in Control Severance Agreement. Nothing contained herein shall prevent Parent from terminating the employment of any Company Employee.6.3(c)

Employment and Employee Benefits Matters. (a) Prior to the Effective Time, except as set forth below, the Company will, and from and after the Effective Time, Parent will cause the Surviving Corporation to, honor, in accordance with their terms, all existing employment and severance agreements specified in Section 6.4(a) of the Company Disclosure Schedule between the Company and any officer, director or employee of the Company. (b) If any outstanding Option has an exercise price that is less than the fair market value of the Shares underlying such Option on the date such Option was granted, the Company shall, in consultation with Parent, take such steps as are approved in writing by Parent to amend, prior to December 31, 2006, or such later date as is permitted under the applicable regulations or guidance issued by the Internal Revenue Service, the terms of such Option to the extent reasonably required to avoid the imposition of a tax under Section 409A of the Code. (c) Parent shall cause the Surviving Corporation and each of its Subsidiaries, for the period commencing at the Effective Time and ending on the date that is 12 months after the Effective Timefirst anniversary thereof, to maintain for the individuals employed by the Company at the Effective Time (the “Current Employees”) compensation and provide benefits provided under employee benefit plans of Parent that are at least as favorable in the aggregate to any Company Employee the compensation and employee benefits maintained for and provided to the Company Current Employees immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1) and at levels in the aggregate that are no less valuable than those maintained for and provided immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1); provided that incentive compensation will be discretionary or based on performance. (b) As of and after the Effective Time, Parent will, or will cause the Surviving Corporation to, give Company Employees who are employed by Parent or its Subsidiaries immediately following the Effective Time full credit (excluding, for purposes of eligibility and vesting and benefit accruals (but not for purposes of benefit accruals under any defined benefit pension plans or to the extent this credit would result in a duplication of benefits for the same period of service and not where past service credit was not provided for other new participants in such Parent Planspurpose, equity-based compensation), under any employee benefit (including vacation) 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’ pre-Effective Time service with the Company, its Subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent recognized by the 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 or its Subsidiaries shall (i) cause there to be waived any pre-existing condition or eligibility limitations to the same extent waived by the Company and its Subsidiaries under the comparable Company Plans and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations with respect to the plan year in which the Effective Time occurs, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees, in each case under similar plans maintained by the Company and its Subsidiaries immediately prior to the Effective Time. (c) Parent acknowledges and agrees that the consummation of the Merger shall constitute a “Change in Control” for purposes of each Company Plan listed in Section 6.5(c) of the Company Disclosure Schedule. From and after the Effective Time, Parent will honor, and will cause its Subsidiaries to honor, in accordance with its terms, each Company Plan listed in Section 3.10(a) of the Company Disclosure Schedule; provided, however, that nothing herein in this Section 6.4 shall prevent the amendment, suspension amendment or termination of any Company Plan pursuant to its terms or interfere with the Parent’s or Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable Law. Nothing in this Section 6.4 shall limit the right of Parent, the Surviving Corporation or any of their Subsidiaries to terminate the employment of any Current Employee at any time. (d) Parent shall provide to Company will, and will cause the Surviving Corporation to, cause service rendered by Current Employees the severance benefits set forth in Section 6.5(d) of the Company Disclosure Schedule on prior to the terms Effective Time to be taken into account for vesting and conditions set forth thereineligibility purposes (but not for accrual purposes, except with respect for vacation and severance, if applicable) under employee benefit plans of Parent, the Surviving Corporation and its Subsidiaries, to the same extent as such service was taken into account under the corresponding Company Plans of the Company for those purposes. Current Employees will not be subject to any Person that is pre-existing condition limitation under any health employee benefit plan of Parent, the Surviving Corporation or its Subsidiaries for any condition for which they would have been entitled to coverage under the corresponding Company Plan in which they participated prior to the Effective Time. Parent will, and will cause the Surviving Corporation and its Subsidiaries, to give such Current Employees credit under such employee benefit plans for co-payments made and deductibles satisfied prior to the Effective Time. (e) No later than five Business Days prior to its distribution, the Company shall provide Parent and Purchaser with a party to a Change in Control Severance Agreement. Nothing contained herein shall prevent Parent from terminating the employment copy of any Company Employeecommunication intended to be made to any of their respective employees relating to the transactions contemplated hereby, and will provide an opportunity for Parent and Purchaser to make reasonable revisions thereto. (f) This Section 6.4 shall be binding upon and inure solely to the benefit of each of the parties to this Agreement, and nothing in this Section 6.4, express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 6.4 or is intended to be, shall constitute or be construed as an amendment to or modification of any employee benefit plan or arrangement of Parent, the Surviving Corporation or any of their Affiliates or limit in any way the right of Company, Parent, the Surviving Corporation or any of their Affiliates to amend, modify or terminate any of its respective employee benefit plans or arrangements.

Employment and Employee Benefits Matters. (a) During the period commencing on the Closing and ending on the first anniversary thereof (the “Protected Period”), Parent shall, and shall cause the Surviving Corporation Company and each of its other Subsidiaries to, provide each individual employed by the Company or any of its Subsidiaries at the Closing (each, a “Current Employee”) with (i) an annual base salary or hourly wage rate, as applicable, at least as favorable that provided to the Current Employee as of immediately prior to the Closing, (ii) a target annual cash incentive compensation opportunity at least as favorable as that provided to the Current Employee as of immediately prior to the Closing, (iii) a target annual long-term incentive compensation opportunity, if any, that is consistent with the opportunities applicable to similarly situated employees of Buyer and its Subsidiaries, for the period commencing at the Effective Time and ending on the date that is 12 months after the Effective Time, to maintain for and provide to any Company Employee the (iv) other compensation and employee benefits that are substantially comparable in the aggregate to such other compensation and employee benefits (excluding defined benefit pension (except for any Company Plan that constitutes a defined benefit pension plan as in effect immediately prior to Closing and to the extent required by applicable Law or a collective bargaining agreement pursuant to which the Company or any of its Subsidiaries is a party to, bound by or in the process of negotiating solely to the extent as disclosed in Section 5.1(b)(iv)(A) of the Company Disclosure Letter), retiree welfare benefits, equity-based compensation and change of control, retention or other one-off awards) maintained for and provided to the Company Employees Current Employee as of immediately prior to the Closing and disclosed to Parent prior to the date of this Agreement (subject Agreement. In addition, if, during the Protected Period, a Current Employee’s employment is involuntarily terminated under circumstances which would have entitled such Current Employee to modifications severance benefits under the applicable Company Plan set forth on Section 5.4(a) of the Company Disclosure Letter if such termination had occurred immediately prior to the Closing, Parent shall, and increases permitted by Section 5.1) shall cause the Company and at levels in the aggregate each of its other Subsidiaries to, provide to such Current Employee severance benefits that are no less valuable favorable than those maintained for and provided the severance benefits that would have been payable to such Current Employee immediately prior to the date Closing, taking into account such Current Employee’s additional period of this Agreement (subject to modifications service and increases permitted by Section 5.1); provided that incentive (but not decreases) in compensation will be discretionary or based on performancefollowing the Closing. (b) As With respect to any annual cash incentive compensation that may become payable to any Current Employee under the Company’s annual bonus or other cash incentive programs in respect of and after the Effective TimeCompany’s fiscal year in which the Closing occurs, Parent willshall, or will and shall cause the Surviving Corporation Company and each of its other Subsidiaries, to adopt and maintain such programs and pay such amounts in the ordinary course of business, subject to the terms and conditions thereof as in effect immediately prior to the Closing; provided, that the actual amount payable to any Current Employee thereunder shall be calculated based on the assumptions and methodology set forth in Section 5.4(b) of the Company Disclosure Letter, notwithstanding any terms to the contrary set forth in any such program. (c) Parent shall, and shall cause the Company and each of its other Subsidiaries to, give use commercially reasonable efforts to cause service rendered by any Current Employee to the Company Employees who are employed by Parent or and its Subsidiaries immediately following Subsidiaries, prior to the Effective Time full credit Closing to be taken into account for all purposes of eligibility eligibility, vesting, level of benefits (including vacation and vesting and benefit accruals (severance, but not excluding, for the avoidance of doubt, for purposes of benefit accruals accrual under any defined benefit pension plans or plan (provided that service shall continue to be recognized for purposes of any accruals under a Company Plan that constitutes a defined benefit pension plan immediately prior to the Closing and to the extent this credit so recognized prior to the Closing or as required by applicable Law or a collective bargaining agreement pursuant to which the Company or any of its Subsidiaries is a party to, bound by or in the process of negotiating solely to the extent as disclosed in Section 5.1(b)(iv)(A) of the Company Disclosure Letter) or retiree welfare plan) under all employee benefit plans of Parent, the Company and its other Subsidiaries covering the Current Employee (each, a “Buyer Plan”), to the same extent as such service was taken into account under the corresponding Company Plans immediately prior to the Closing; provided, that, the foregoing will not apply (i) to the extent that its application would result in a duplication of benefits for with respect to the same period of service, (ii) for purposes of any Buyer Plan under which similarly situated employees of Buyer or its Subsidiaries do not receive credit for prior service or (iii) for purposes of any Buyer Plan that is grandfathered or frozen, either with respect to level of benefits or participation. Without limiting the generality of the foregoing, Parent shall not, and not where past service credit was not provided for other new participants in such Parent Plans)shall cause the Company to not, subject Current Employees to any eligibility requirements, waiting periods, actively-at-work requirements or pre-existing condition limitations under any employee benefit (including vacation) 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’ pre-Effective Time service with the Company, its Subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent recognized by the Company immediately prior to the Effective Time. With respect to each Parent Buyer Plan that is a “health or welfare benefit plan” (as defined plan for any condition for which they would have been entitled to coverage under the corresponding Company Plan in Section 3(1) of ERISA)which they participated prior to the Closing. In addition, Parent will use commercially reasonable efforts to provide, or its Subsidiaries shall (i) cause there to be waived any pre-existing condition or eligibility limitations to the same extent waived by the Company and its Subsidiaries to provide, credit under any Buyer Plan that is a health or welfare benefit plan for any eligible expenses incurred by such Current Employees and their covered dependents under a Company Plan during the comparable Company Plans and (ii) give effectportion of the year prior to the Closing for purposes of satisfying all co-payments, in determining any deductible and co-insurance, deductibles, maximum out-of-pocket limitations with requirements, and other out-of-pocket expenses or similar requirement under any such Buyer Plan applicable to such Current Employees and their covered dependents in respect to of the plan year in which the Effective Time Closing occurs, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees, in each case under similar plans maintained by the Company and its Subsidiaries immediately prior to the Effective Time. (c) Parent acknowledges and agrees that the consummation of the Merger shall constitute a “Change in Control” for purposes of each Company Plan listed in Section 6.5(c) of the Company Disclosure Schedule. From and after the Effective Time, Parent will honor, and will cause its Subsidiaries to honor, in accordance with its terms, each Company Plan listed in Section 3.10(a) of the Company Disclosure Schedule; provided, however, that nothing herein shall prevent the amendment, suspension or termination of any Company Plan pursuant to its terms or interfere with the Parent’s or Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable Law. (d) The parties hereto acknowledge and agree that all provisions contained in this Section 5.4 are included for the sole benefit of the respective parties hereto. Nothing herein, express or implied, (i) is intended to confer upon any Current Employee or any other individual any right to continued employment or service for any period, any particular term or condition of employment or service with the Company or its Subsidiaries or Parent or any of its Affiliates, (ii) shall provide constitute an amendment to or termination, adoption or any other modification of any Company Employees Plan, Buyer Plan or any other plan, program, policy, agreement or arrangement or shall alter or limit the severance benefits set forth in Section 6.5(d) ability of the Company Disclosure Schedule on or its Subsidiaries or Parent or any of its Affiliates to amend, modify or terminate any such plans, programs, policies, agreements or arrangements, subject to the terms and conditions set forth thereinthereof or (iii) is intended to confer upon any Employee or other individual (including employees, except with respect to retirees or dependents or beneficiaries of employees or retirees, or participants or any Person that is a party to a Change dependent or beneficiary thereof in Control Severance Agreement. Nothing contained herein shall prevent Parent from terminating the employment of any Company EmployeePlan) any right as a third party beneficiary of this Agreement.

Employment and Employee Benefits Matters. (a) Parent shall cause the Surviving Corporation and its Subsidiaries, for During the period commencing at the Effective Time and ending on December 31, 2024, the date that is 12 months after Parent shall provide or cause its Affiliates to provide to each employee of the Company or any of its Subsidiaries who continues employment with Parent or any of its Affiliates, including the Surviving Company and its Subsidiaries, following the Effective TimeTime (a “Continuing Employee”) with (i) cash compensation, including salary (or wage) and bonus, and (ii) except as otherwise provided in Section 5.9(b) below, employee benefits (excluding, however, all equity plans) that are substantially comparable, in the aggregate, to maintain for and provide to any Company Employee the cash compensation and employee benefits maintained and benefit plans provided to the Company Employees immediately prior to the date similarly situated employees of this Agreement (subject to modifications and increases permitted by Section 5.1) and at levels in the aggregate that are no less valuable than those maintained for and provided immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1); provided that incentive compensation will be discretionary Parent or based on performanceits Affiliates. (b) Parent shall provide, or cause its Affiliates to provide, each Continuing Employee who is terminated without cause by Parent or its Affiliates during the eighteen (18) month period immediately following the Effective Time with the greater of (1) the severance set forth on Section 5.9(b) of the Company Disclosure Letter and (2) severance which is substantially comparable in the aggregate to the severance provided by Parent and its Affiliates to their own similarly-situated employees, and, in either case, plus the amount of any accrued and unpaid compensation, including salary (or wages) and bonuses; provided, however, that for purposes of determining years of service, such Continuing Employee shall be credited with (i) the service with which he or she was credited for severance purposes with the Company or the Subsidiary employing the Continuing Employee as of the Effective Time (which shall be documented through records reasonably acceptable to Parent), plus (ii) his or her service with Parent and its Affiliates after the Effective Time; provided, however, that such benefit payments shall be conditioned on execution of a customary release of claims in a form reasonably satisfactory to Parent and applicable to similarly situated employees of Parent or its Affiliate; provided, further, that, for any terminated Continuing Employee with the position of Director or above, any such release shall only contain a non-competition covenant if reasonably determined to be necessary by Parent and the non-compete period shall be the shorter of one year and the applicable severance pay period. (c) With respect to any Parent Plan or other employee benefit plan of Parent or Parent’s Affiliates in which any Continuing Employee becomes eligible to participate on or after the Effective Time (a “Parent Employee Benefit Plan”), Parent shall, or shall cause its Affiliates to, use commercially reasonable efforts to, amend the Parent Employee Benefit Plan, or cause the plan administrator of such Parent Employee Benefit Plan, to exercise administrative discretion to, (i) waive preexisting conditions limitations, actively at work requirements, and exclusion and waiting periods with respect to participation and coverage requirements to the extent they were inapplicable to, or were satisfied under, any Company Plan in which such Continuing Employee participated prior to the Effective Time; and (ii) cause each Continuing Employee to receive full credit for periods of service with the Company (including eligibility to participate, vesting, vacation entitlement and severance benefits) under each Parent Employee Benefit Plan in which such Continuing Employee becomes or may become a participant. As of and after the Effective Time, Parent will, shall credit to Continuing Employees the amount of vacation time that such employees had accrued under any vacation policy or will cause the Surviving Corporation to, give Company Employees who are employed by Parent or its Subsidiaries immediately following arrangement as of the Effective Time full credit for purposes of eligibility and vesting and benefit accruals (but not for purposes of benefit accruals under any defined benefit pension plans or to which shall be the extent this credit would result in a duplication of benefits for the same period of service and not where past service credit was not provided for other new participants in such Parent Plans), under any employee benefit (including vacation) 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’ pre-Effective Time service with the Company, its Subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent recognized by the Company immediately prior to amount accrued from year end through the Effective Time). With respect to each Parent Employee Benefit Plan that is a “welfare benefit health plan” (as defined in Section 3(1) of ERISA), Parent shall use commercially reasonable efforts to amend the Parent Employee Benefit Plan, or its Subsidiaries shall cause the plan administrator of such Parent Employee Benefit Plan to exercise administrative discretion, where permitted, to (i) cause there to be waived any eligibility waiting period, any evidence of insurability requirement and the application of any pre-existing condition or eligibility limitations to the same extent waived by the Company and its Subsidiaries limitation under the comparable Company Plans such plan; and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations cause each Continuing Employee to be given credit under such health plan with respect to the plan year in which the Effective Time occursoccurs for amounts (such as deductibles, to claims incurred and amounts co-payments, out-of-pocket maximums or similar items) paid byunder any similar employee benefit plan by such Continuing Employee, and amounts reimbursed to, Company Employees, in each case under similar plans maintained for which verification is provided by the Company and its Subsidiaries immediately prior to the Effective Time. (c) Parent acknowledges and agrees that the consummation insurer or third party administrator of the Merger shall constitute a “Change in Control” for purposes of each Company Plan listed in Section 6.5(c) of the Company Disclosure Schedule. From and after the Effective Timesuch plan, Parent will honor, and will cause its Subsidiaries to honor, as though such amounts had been paid in accordance with its terms, each Company Plan listed in Section 3.10(a) of the Company Disclosure Schedule; provided, however, that nothing herein shall prevent the amendment, suspension or termination terms and conditions of any Company Plan pursuant to its terms or interfere with the Parent’s or Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable LawParent Employee Benefit Plan. (d) Parent and Company acknowledge and agree that all provisions contained in this Section 5.9 are included for the sole benefit of Parent and Company and nothing contained herein shall (i) be construed as an amendment to any Company Plan or Parent Employee Benefit Plan or the creation of any new employee benefit plan, (ii) create any third-party beneficiary or other rights in any other Person, including any employee or former employee of any of Parent or Company or any of their respective Affiliates, or any dependent or beneficiary thereof, (iii) otherwise obligate Parent or any of its Affiliates to maintain any particular employee benefit plan or retain the employment of any particular employee following the Effective Time or (iv) limit the rights of Parent or Company to amend or terminate their own employee benefit plans at any time and for any reason as permitted under applicable Law. (e) The Company shall terminate its 401(k) Plan effective the day prior to the Effective Time (subject to the consummation of the Merger) by resolution adopted by the Company Board, on terms reasonably acceptable to Parent, and simultaneously amend the 401(k) Plan to the extent necessary to comply with all applicable Laws to the extent not previously amended. Said termination shall provide that all participants in the 401(k) Plan shall be fully vested in their account balances thereunder; and the Company shall notify the 401(k) Plan participants and beneficiaries of such termination prior to the Effective Time pursuant to the requirements of applicable Law. Parent shall use commercially reasonable efforts to permit all Continuing Employees who were eligible to participate in the Company’s 401(k) Plan immediately prior to its termination to participate in a defined contribution retirement plan of Parent with a 401(k) feature and permit Continuing Employees to elect the rollover of 401(k) plan assets in cash and with respect to loans, in kind, to such 401(k) plan of Parent. Parent acknowledges the required financial expense and administrative commitment to carry out the termination and winding down of the Company’s 401(k) Plan in compliance with applicable Law and agrees to take such actions as may be reasonably necessary or advisable in furtherance thereof following the Closing. (f) Parent shall assume and be responsible for the payment of the obligations of the Company Employees or any Affiliate to pay the severance benefits set forth in amounts listed on Section 6.5(d5.9(f) of the Company Disclosure Schedule on Letter. (g) Section 5.9(g)(i) of the terms Company Disclosure Letter includes the agreed-upon form of Separation, Waiver and conditions set forth thereinRelease Agreement contemplated to be entered into by the members of the Company’s Executive Committee (other than the Company’s Chief Financial Officer) in connection with the Merger. Section 5.9(g)(ii) of the Company Disclosure Letter includes the agreed-upon form of Separation, except Waiver and Release Agreement contemplated to be entered into by the Company’s Chief Financial Officer in connection with respect to any Person that is a party to a Change in Control Severance Agreement. Nothing contained herein shall prevent Parent from terminating the employment of any Company EmployeeMerger.

Employment and Employee Benefits Matters. (a) Parent shall, and shall cause each of its Subsidiaries (including the Surviving Corporation and each of its Subsidiaries), for the period commencing at the Effective Time and ending on the date that is 12 months after first anniversary of the Effective TimeClosing, to maintain for the individuals employed by the Company at the Effective Time (the “Current Employees”) compensation and provide benefits provided under employee benefit plans of Parent that are at least as favorable in the aggregate to any Company Employee the compensation and employee benefits maintained and provided to the Company Employees immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1) and at levels in the aggregate that are no less valuable than those maintained for and provided immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1); provided that incentive compensation will be discretionary or based on performance. (b) As of and after the Effective Time, Parent will, or will cause the Surviving Corporation to, give Company Employees who are employed by Parent or its Subsidiaries immediately following the Effective Time full credit for purposes of eligibility and vesting and benefit accruals (but not for purposes of benefit accruals under any defined benefit pension plans or to the extent this credit would result in a duplication of benefits for the same period of service and not where past service credit was not provided for other new participants in such Parent Plans), under any employee benefit (including vacation) plans, programs, policies and arrangements maintained for the benefit of Company Current Employees as of and after the Effective Time by Parent, its Subsidiaries or the Surviving Corporation for the Company Employees’ pre-Effective Time service with the Company, its Subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent recognized by the Company group immediately prior to the Effective Time. With respect to each Parent Plan that is a “welfare benefit plan” Time (as defined in Section 3(1) of ERISAexcluding, for this purpose, equity-based compensation), Parent or its Subsidiaries shall (i) cause there to be waived any pre-existing condition or eligibility limitations to the same extent waived by the Company and its Subsidiaries under the comparable Company Plans and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations with respect to the plan year in which the Effective Time occurs, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees, in each case under similar plans maintained by the Company and its Subsidiaries immediately prior to the Effective Time. (c) Parent acknowledges and agrees that the consummation of the Merger shall constitute a “Change in Control” for purposes of each Company Plan listed in Section 6.5(c) of the Company Disclosure Schedule. From and after the Effective Time, Parent will honor, and will cause its Subsidiaries to honor, in accordance with its terms, each Company Plan listed in Section 3.10(a) of the Company Disclosure Schedule; provided, however, that nothing herein in this Section 6.4 shall prevent the amendment, suspension amendment or termination of any Company Plan pursuant to its terms or interfere with the Parent’s or Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable Law. Following the date of this Agreement, Parent and Purchaser shall cooperate in developing and communicating to Current Employees a transition plan that will take effect following the Closing Date. Nothing in this Section 6.4 shall limit the right of Parent, the Surviving Corporation or any of their Subsidiaries to terminate the employment of any Current Employee at any time. (b) Parent will, and will cause the Surviving Corporation to, cause service rendered by Current Employees of the Company prior to the Effective Time to be taken into account for vesting and eligibility purposes (but not for accrual purposes, except for vacation and severance, if applicable) under employee benefit plans of Parent, the Surviving Corporation and its Subsidiaries, to the same extent as such service was taken into account under the corresponding Company Plans for those purposes. Current Employees will not be subject to any pre-existing condition limitation under any health employee benefit plan of Parent, the Surviving Corporation or its Subsidiaries for any condition for which they would have been entitled to coverage under the corresponding Company Plan in which they participated prior to the Effective Time. Parent will, and will cause the Surviving Corporation and its Subsidiaries, to give such Current Employees credit under such employee benefit plans for co-payments made and deductibles satisfied prior to the Effective Time, and for any positive balance in any flexible spending, health reimbursement or health saving accounts. (c) No later than three (3) Business Days prior to its distribution, the Company shall provide Parent and Purchaser with a copy of any communication intended to be made to any of its or its Subsidiaries’ employees relating to the transactions contemplated hereby, and will provide an opportunity for Parent and Purchaser to make reasonable revisions thereto. (d) Parent This Section 6.4 shall provide be binding upon and inure solely to Company Employees the severance benefits set forth in Section 6.5(d) benefit of each of the Company Disclosure Schedule on the terms parties to this Agreement, and conditions set forth thereinnothing in this Section 6.4, except with respect express or implied, is intended to confer upon any other Person that is a party to a Change in Control Severance Agreement. Nothing contained herein shall prevent Parent from terminating the employment any rights or remedies of any Company Employeenature whatsoever under or by reason of this Section 6.4 or is intended to be, shall constitute or be construed as an amendment to or modification of any employee benefit plan or arrangement of Parent, the Surviving Corporation or any of their Affiliates or limit in any way the right of Company, Parent, the Surviving Corporation or any of their Affiliates to amend, modify or terminate any of its respective employee benefit plans or arrangements.

Employment and Employee Benefits Matters. (a) Parent shall will cause the Surviving Corporation and each of its Subsidiaries, for the period commencing at the Effective Control Time and ending on the date first anniversary thereof (the “Continuation Period”), to (i) maintain for the individuals employed by the Company at the Control Time (the “Current Employees”) and who remain employees of the Surviving Corporation during the Continuation Period base compensation and target incentive compensation that is 12 months after the Effective Time, no less favorable to maintain for and provide to any Company each Current Employee the than such Current Employee’s base compensation and employee benefits maintained and provided to the Company Employees target incentive compensation immediately prior to the date Control Time, and (ii) provide benefits that are of this Agreement (subject to modifications and increases permitted by Section 5.1) and at levels comparable economic value in the aggregate that are no less valuable than those maintained for and to the benefits provided by the Company as of immediately prior to the date of this Agreement Control Time (subject to modifications and increases permitted by Section 5.1); provided that incentive compensation will be discretionary or based on performance. (b) As of and after the Effective Timeexcluding, Parent will, or will cause the Surviving Corporation to, give Company Employees who are employed by Parent or its Subsidiaries immediately following the Effective Time full credit for purposes of eligibility and vesting and benefit accruals (but not for purposes of benefit accruals under any defined benefit pension plans or to the extent this credit would result in a duplication of benefits for the same period of service and not where past service credit was not provided for other new participants in such Parent Plans), under any employee benefit (including vacationSection 6.4(a)(i) 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’ pre-Effective Time service with the Company, its Subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent recognized by the 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 or its Subsidiaries shall (i) cause there to be waived any pre-existing condition or eligibility limitations to the same extent waived by the Company and its Subsidiaries under the comparable Company Plans and (ii) give effectequity and equity-based compensation, in determining any deductible and maximum out-of-pocket limitations with respect to the plan year in which the Effective Time occursretention, to claims incurred and amounts paid bystay, and amounts reimbursed to, Company Employees, in each case under or transaction bonuses or similar plans maintained by the Company and its Subsidiaries immediately prior to the Effective Time. (c) Parent acknowledges and agrees that the consummation of the Merger shall constitute a “Change in Control” for purposes of each Company Plan listed in Section 6.5(c) of the Company Disclosure Schedule. From and after the Effective Time, Parent will honor, and will cause its Subsidiaries to honor, in accordance with its terms, each Company Plan listed in Section 3.10(a) of the Company Disclosure Schedulearrangements); provided, however, that nothing herein shall in this Section 6.4 will be construed as an amendment to or prevent the amendment, suspension amendment or termination of any particular Company Plan pursuant or employee benefit plan of Parent or any of its Subsidiaries, to its terms the extent permissible thereunder, or interfere with the Parent’s or any of its Subsidiaries’ or the Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable Law. . Parent will cause the Surviving Corporation and each of its Subsidiaries to honor all obligations and agreements relating to 2010 Bonuses (d) Parent shall provide to Company Employees the severance benefits set forth as defined in Section 6.5(d4.13(a) of the Company Disclosure Schedule on Letter) as are, and to the terms and conditions fullest extent, set forth thereinin Section 6.4(a) of the Company Disclosure Letter. During the Continuation Period, except Parent will cause the Surviving Corporation to pay or cause to be paid, consistent with the Company’s past practice in similar circumstances, to each Current Employee (i) who is involuntarily terminated or (ii) in the case of any employee covered by an employment, change in control, severance or similar agreement or entitlement providing for benefits upon a voluntary termination for good reason, who terminates employment voluntarily for good reason as therein defined, severance in accordance with past practices, including with respect to bonuses. (b) Parent will, and will cause the Surviving Corporation to, cause service rendered by Current Employees prior to the Control Time to be taken into account for vesting and eligibility purposes (but not for accrual purposes, except for vacation and severance, if applicable) under employee benefit plans of Parent, the Surviving Corporation and its Subsidiaries, to the same extent as such service was taken into account under the corresponding Company Plans for those purposes; provided, that the foregoing crediting of service shall not apply to the extent that its application would result in a duplication of benefits with respect to the same period of service. For the calendar year in which the Control Time occurs, Current Employees will not be subject to any eligibility requirements or pre-existing condition limitations under any employee health benefit plan of Parent, the Surviving Corporation or its Subsidiaries for any condition for which they would have been entitled to coverage under the corresponding Company Plan in which they participated prior to the Control Time except to the extent such exclusions and limitations (i) would not have been waived and (ii) were applicable to such Continuing Employee or any dependent, in each case of (i) and (ii), under the applicable Company Plan as of the Control Time. Parent will, and will cause the Surviving Corporation and its Subsidiaries, for the calendar year in which the Control Time occurs, to give such Current Employees credit under such employee benefit plans for co-payments made and deductibles and maximum out-of-pocket limitations in respect of the year in which the Control Time occurs. (c) Nothing contained herein, expressed or implied, is intended to confer upon any Continuing Employee or any other Person that is a party any benefits under any benefit plans, programs, policies or other arrangements, including severance benefits or right to a Change in Control Severance employment or continued employment with Parent, the Surviving Corporation or any of its or their Subsidiaries or Affiliates for any period by reason of this Agreement. Nothing Except as specified in clause (b) of Section 9.6, the provisions of this Agreement, in particular this Section 6.4, are solely for the benefit of the parties to this Agreement, and no current or former employee, director, or independent contractor or any other individual associated therewith shall be regarded for any purpose as a third party beneficiary of this Agreement. Following the Control Time, nothing contained herein in this Section 6.4 shall prevent Parent from terminating interfere with Parent, the Surviving Corporation or any of its or their Subsidiaries’ or Affiliate’s right to terminate the employment of any Company Employeeemployee for any reason.

Employment and Employee Benefits Matters. (a) Parent shall cause the Surviving Corporation and its Subsidiaries, for the period commencing at the Effective Time and ending on the date that is 12 months after the Effective Time, to maintain for and provide to any Company Employee the compensation and employee benefits maintained and provided to the Company Employees immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1) and at levels in the aggregate that are no less valuable than those maintained for and provided immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1); provided that incentive compensation will be discretionary or based on performance. (b) As of and after the Effective Time, Parent will, or will cause the Surviving Corporation to, give Company Employees who are employed by Parent the Company or its Subsidiaries immediately following the Effective Time subsidiaries as of that date full credit for purposes of eligibility and vesting and benefit accruals (but not for purposes of benefit accruals under any defined benefit pension plans or to the extent this credit would result in a duplication of benefits for the same period of service and not where past service credit was not provided for other new participants in such Parent Plansplans), under any employee compensation and incentive plans, benefit (including vacation) plans, programs, policies and arrangements established or maintained for the benefit of Company Employees as of and after the Effective Time by Parent, its Subsidiaries subsidiaries or the Surviving Corporation for the Company Employees’ pre-Effective Time service with the Company, its Subsidiaries subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent recognized by the 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), the Parent or its Subsidiaries subsidiaries shall (i) cause there to be waived any pre-existing condition or eligibility limitations to the same extent waived by the Company and its Subsidiaries under the comparable Company Plans limitations, and (ii) give effecteffect to, in determining any deductible and maximum out-of-pocket limitations with respect to which the Company Employees may be subject under such Parent Plans in the plan year in which the Effective Time occursoccurs (the “Parent Plan Year”), to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees, Employees in each case the plan year in which the Effective Time occurs under similar corresponding Company plans maintained by the Company and its Subsidiaries immediately prior to the Effective TimeTime for purposes of satisfying such limitations under such Parent Plans for the Parent Plan Year in which such Company Employees participated. (cb) Parent acknowledges and agrees that the consummation of the Merger shall constitute a “Change in Control” for purposes of each Company Plan listed in Section 6.5(c) of the Company Disclosure Schedule. From and after the Effective Time, Parent will honor, and will cause its Subsidiaries subsidiaries to honor, in accordance with its terms, (i) each existing employment, change in control, severance and termination plan, policy or arrangement of or between the Company Plan listed in Section 3.10(aor any of its subsidiaries and any officer, director or employee of that company and (ii) all obligations pursuant to outstanding cash bonus plans and vested and accrued benefits under any employee benefit plan or program or arrangement of the Company Disclosure Scheduleor its subsidiaries in effect as of the Effective Time, in each case to the extent legally binding on the Company or any of its subsidiaries; providedprovided that, howevernotwithstanding the foregoing, that nothing contained herein shall prevent the amendment, suspension be deemed to require Parent to maintain without amendment or termination any of the foregoing plans, policies, programs or arrangements to the extent any Company Plan such amendment or termination may be permitted pursuant to its the terms or interfere with the Parent’s or Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable Lawthereof. (dc) Parent This Section 6.6 shall provide be binding upon and inure solely to Company Employees the severance benefit of each party hereto, and nothing in this Section 6.6, express or implied, is intended to or shall confer upon any other person any rights, benefits set forth in Section 6.5(d) of the Company Disclosure Schedule on the terms and conditions set forth therein, except with respect to any Person that is a party to a Change in Control Severance Agreement. Nothing contained herein shall prevent Parent from terminating the employment or remedies of any Company Employeenature whatsoever under or by reason of this Section 6.6.

Employment and Employee Benefits Matters. (a) Parent shall, and shall cause the Surviving Corporation Company and each of its Subsidiariesother Subsidiaries to, maintain for each individual employed by the Company or any of its Subsidiaries at the Closing (each, a “Current Employee”) for the period commencing at the Effective Time Closing and ending on the earlier of (x) the date that is 12 twelve (12) months after following the Effective Time, to maintain for Closing and provide to any Company (y) the date on which the employment of a Current Employee the terminates (i) each of base compensation and employee a target annual cash incentive compensation or bonus opportunity (but subject to applicable adjustments to performance goals following the Closing) at least as favorable as that provided to the Current Employee as of immediately prior to the Closing, (ii) benefits that are at least as favorable in the aggregate to the benefits (excluding for such purposes any equity or equity-related awards, and any defined benefit pension benefits) maintained for and provided to the Company Employees Current Employee as of immediately prior to the date of this Agreement Closing and (subject to modifications and increases permitted by Section 5.1iii) and at levels in the aggregate severance benefits that are no less valuable than those maintained at least as favorable as the severance benefits (excluding for and such purposes any equity or equity-related severance benefit terms) provided by the Company to the Current Employee as of immediately prior to the date of this Agreement Closing; provided, that in no event shall the compensation to be paid or benefits to be provided to a Current Employee pursuant to clauses (subject i) – (iii) be less than the amount required to modifications and increases permitted by Section 5.1); be paid or benefits provided that incentive compensation will be discretionary to such Current Employee under any severance, employment or based on performancesimilar agreement. (b) As of and after Prior to the Effective Acceptance Time, the Company may pay to each Current Employee who is employed by the Company or one of its Subsidiaries at the time of such payments the following cash bonuses (i) at the time such bonuses are typically paid, up to an amount due to such Current Employee under the Company’s annual bonus program assuming the achievement of applicable performance metrics at the higher of “target” or actual performance in 2019, (ii) up to an amount due to such Current Employee under the Company’s annual bonus program assuming if the Acceptance Time occurs in 2020, the achievement of applicable performance metrics at “target” in 2020 with such amount being pro-rated for the portion of the year prior to the Acceptance Time and (iii) up to an amount due to such Current Employee under the Company’s annual bonus program assuming if the Acceptance Time occurs in 2021, (A) the achievement of applicable performance metrics at the higher of “target” or actual performance in 2020, and (B) the achievement of applicable performance metrics at “target” in 2021 with such amount being pro-rated for the portion of the year prior to the Acceptance Time; provided that in no event shall any cash bonus paid to a Current Employee for in the year in which the Acceptance Time occurs be less than the amount required to be paid to such Current Employee under any severance agreement. (c) Parent willshall, or will and shall cause the Surviving Corporation Company and each of its other Subsidiaries to, give cause service rendered by Current Employees to the Company Employees who are employed by Parent or and its Subsidiaries immediately following Subsidiaries, prior to the Effective Time full credit Closing to be taken into account for all purposes of eligibility eligibility, vesting, level of benefits (including vacation and vesting and benefit accruals (severance, but not excluding, for the avoidance of doubt, for purposes of benefit accruals accrual under any defined benefit pension plan) and as required by law under all employee benefit plans or of Parent, the Company and its other Subsidiaries (each, a “Buyer Plan”), to the same extent as such service was taken into account under the corresponding Company Plans immediately prior to the Closing; provided, that, the foregoing will not apply to the extent this credit that its application would result in a duplication of benefits for with respect to the same period of service service. Without limiting the generality of the foregoing, Parent shall not, and not where past service credit was not provided for other new participants in such Parent Plans), under any employee benefit (including vacation) 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 shall cause the Company Employees’ preto not, subject Current Employees to any eligibility requirements, waiting periods, actively-Effective Time service with the Company, its Subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent recognized by the 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 at-work requirements or its Subsidiaries shall (i) cause there to be waived any pre-existing condition or eligibility limitations under any Buyer Plan for any condition for which they would have been entitled to coverage under the corresponding Company Plan in which they participated prior to the same extent waived by Closing. If Parent chooses to have the Current Employees commence participation in an applicable Buyer Plan other than on the first day of a plan year, Parent will use commercially reasonable efforts to, or to cause the Company and its Subsidiaries to provide, credit under such employee benefit plans for any eligible expenses incurred by such Current Employees and their covered dependents under a Company Plan during the comparable Company Plans and (ii) give effectportion of the year prior to the Closing for purposes of satisfying all co-payments, in determining any deductible and co-insurance, deductibles, maximum out-of-pocket limitations with requirements, and other out-of-pocket expenses or similar requirement under any such plans applicable to such Current Employees and their covered dependents in respect to of the plan year in which the Effective Time Closing occurs, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees, in each case under similar plans maintained by the Company and its Subsidiaries immediately prior to the Effective Time. (c) Parent acknowledges and agrees that the consummation of the Merger shall constitute a “Change in Control” for purposes of each Company Plan listed in Section 6.5(c) of the Company Disclosure Schedule. From and after the Effective Time, Parent will honor, and will cause its Subsidiaries to honor, in accordance with its terms, each Company Plan listed in Section 3.10(a) of the Company Disclosure Schedule; provided, however, that nothing herein Parent’s obligations under this sentence shall prevent the amendment, suspension or termination of any Company Plan pursuant be subject to its terms receipt of, using reasonable best efforts to obtain, all necessary information, from either the Company or interfere with the Parent’s or Surviving Corporation’s right or obligation Current Employee, related to make such changes as are necessary to conform with applicable Lawamounts paid by such Current Employee. (d) If directed in writing by Parent at least fifteen (15) Business Days prior to the Acceptance Time, the Company shall terminate, effective as of at least one (1) day prior to the Closing Date, any and all Company Plans intended to include a Code Section 401(k) arrangement (each, a “Company 401(k) Plan”). If so directed, no later than five (5) Business Days prior to the Closing Date, the Company shall provide Parent with evidence that the Company has taken action to terminate each Company Employees 401(k) Plan (effective as of no later than one (1) day prior to the severance benefits set forth in Section 6.5(dClosing Date) pursuant to resolutions of the Company Disclosure Schedule on Board. The form and substance of such resolutions shall be subject to review and approval of Parent (which shall not be unreasonably withheld, conditioned or delayed). (e) Without limiting the generality of Section 7.5, no provision of this Agreement (i) prohibits Parent or the Company from amending or terminating any individual Company Plan or any other employee benefit plan in accordance with its terms and conditions set forth thereinapplicable Law, except (ii) requires Parent or the Company to keep any Person employed for any period of time, or (iii) constitutes the establishment or adoption of, or amendment to, any Company Plan or employee benefit plan. No Current Employee or any other individual employed by the Company or its Subsidiaries has any third-party beneficiary or other rights with respect to any Person that is a party to a Change in Control Severance Agreement. Nothing contained herein shall prevent Parent from terminating the employment of any Company Employeethis Section 5.4.

Employment and Employee Benefits Matters. (a) Parent shall will cause the Surviving Corporation and its each of the Retained Subsidiaries, for the period commencing at the Effective Time Closing and ending on the date that is 12 months after the Effective TimeDecember 31, 2015, to maintain for the individuals employed by the Company or the Retained Subsidiaries at the Effective Time and provide to who (i) remain employed by the Surviving Corporation or the Retained Subsidiaries or (ii) become employed by Parent or any Company Employee of its Affiliates (other than the Surviving Corporation or the Retained Subsidiaries), in each case, following the Effective Time (the “Current Employees”) (A) base compensation and employee benefits maintained annual target cash incentive compensation (expressed as a percentage of base compensation or as a fixed dollar amount, as applicable, and provided excluding any cash incentive compensation required to be disclosed pursuant to Section 4.13(f)(i) (other than any amounts described in Section 6.5(c) below) at least as favorable to the Company Employees immediately prior to employee as at the date Effective Time and (B) benefits provided under employee benefit plans of this Agreement (subject to modifications and increases permitted by Section 5.1) and at levels Parent or its Affiliates that are substantially comparable in the aggregate that are no less valuable than those to the benefits maintained for and provided immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1); provided that incentive compensation will be discretionary or based on performance. (b) As of and after the Effective Time, Parent will, or will cause the Surviving Corporation to, give Company Employees who are employed by Parent or its Subsidiaries immediately following the Effective Time full credit for purposes of eligibility and vesting and benefit accruals (but not for purposes of benefit accruals under any defined benefit pension plans or to the extent this credit would result in a duplication of benefits for the same period of service and not where past service credit was not provided for other new participants in such Parent Plans), under any employee benefit (including vacation) plans, programs, policies and arrangements maintained for the benefit of Company Current Employees as of and after the Effective Time by Parent, its Subsidiaries or the Surviving Corporation for the Company Employees’ pre-Effective Time service with the Company, its Subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent recognized by the Company group 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 or its Subsidiaries shall (i) cause there to be waived any pre-existing condition or eligibility limitations to the same extent waived by the Company and its Subsidiaries under the comparable Company Plans and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations with respect to the plan year in which the Effective Time occurs, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees, in each case under similar plans maintained by the Company and its Subsidiaries immediately prior to the Effective Time. (c) Parent acknowledges and agrees that the consummation of the Merger shall constitute a “Change in Control” for purposes of each Company Plan listed in Section 6.5(c) of the Company Disclosure Schedule. From and after the Effective Time, Parent will honor, and will cause its Subsidiaries to honor, in accordance with its terms, each Company Plan listed in Section 3.10(a) of the Company Disclosure Schedule; provided, however, that nothing herein shall in this Section 6.5 will prevent the amendment, suspension amendment or termination of any particular Company Plan pursuant to its terms or the termination of employment of any Current Employee or interfere with the Parent’s or Surviving Corporation’s right or obligation to make such changes as are necessary necessary, or act in any other manner, to conform with applicable LawLegal Requirements. (b) Parent will, and will cause the Surviving Corporation to, cause service rendered by Current Employees with the Company or any of its Subsidiaries prior to the Effective Time to be taken into account for vesting and eligibility purposes (but not for accrual purposes, under any defined benefit plan) under employee benefit plans of Parent or its affiliates, the Surviving Corporation and the Retained Subsidiaries, to the same extent as such service was taken into account under the corresponding Company Plans for those purposes, except where such service credit would result in the duplication of benefits. Parent will, and will cause the Surviving Corporation to, use commercially reasonable efforts to ensure that (i) Current Employees will not be subject to any eligibility requirements or pre-existing condition limitations under any employee health benefit plan of Parent or its Affiliates, the Surviving Corporation or the Retained Subsidiaries for any condition for which they would have been entitled to coverage under the corresponding Company Plan in which they participated prior to the Effective Time and (ii) Current Employees are given credit under such employee benefit plans for pre-Closing co-payments made and amounts paid toward deductibles and maximum out-of-pocket limitations in the year in which the Effective Time occurs. (c) Immediately prior to the Effective Time, each employee of the Company and the Retained Subsidiaries who then participates in the Company’s 2014 Cash Bonus Program (the “Cash Bonus Program”) and who remains employed through the Effective Time shall vest in and become entitled to receive a cash payment from the Company, payable on the Closing Date, equal to the product of (i) the annual bonus award that would be earned by the employee for the year in which the Effective Time occurs under the Cash Bonus Program (assuming a full year of performance) based upon actual performance through the Closing Date, as reasonably determined by the Company, and (ii) a fraction, the numerator of which is the number of days elapsed in the plan year from the commencement of the plan year until the date on which the Effective Time occurs and the denominator of which is 365 (the “Bonus”); provided, that the aggregate Bonus amount payable to all employees of the Company and the Retained Subsidiaries pursuant to this Section 6.5(c) shall not exceed $4,100,000. Notwithstanding the foregoing, with respect to those employees of the Company who are employed by Spinco or its Subsidiaries or whose employment is transferred to Spinco in connection with the transactions contemplated by the Separation Agreement and who participate in the Cash Bonus Program immediately prior to the Closing (the “Spinco Bonus Employees”), immediately prior to the Effective Time the Company will, in lieu of the foregoing, transfer to Spinco an amount in cash equal to the aggregate Bonus amount payable to the Spinco Bonus Employees as of the Effective Time as calculated in accordance with the immediately preceding sentence; provided, that the aggregate Bonus amount payable to Spinco in respect of the Spinco Bonus Employees Subsidiaries pursuant to this Section 6.5(c) shall not exceed $1,600,000. (d) Parent shall provide to Company Employees The provisions of this Section 6.5 are solely for the severance benefits set forth in Section 6.5(d) benefit of the Company Disclosure Schedule on parties to this Agreement in their capacities as such. No provision of this Section 6.5 shall (i) give any third party any right to enforce the terms and conditions set forth thereinprovisions of this Section 6.5, except with respect (ii) obligate Parent, the Company, any Retained Subsidiary or any Affiliate of any of the foregoing to retain the employment of any Person that is a party to a Change in Control Severance Agreement. Nothing contained herein shall prevent Parent particular employee for any period of time or preclude Parent, the Company, any Retained Subsidiary or any Affiliate of any of the foregoing from terminating the employment of any such employee at any time and for any or no reason, or (iii) be deemed to constitute the adoption of, or an amendment to, any Company EmployeePlan or other employee benefit arrangement governing any current or former employee or individual consultant of Parent, the Company, any Retained Subsidiary or any Affiliate of any of the foregoing.

Employment and Employee Benefits Matters. (a) Without limiting any additional rights that any Company Employee may have under any Company Plan, Parent shall cause the Surviving Corporation and each of its Subsidiariessubsidiaries to maintain, for until December 31, 2012 (or, if later, the period commencing at Closing Date), the severance-related provisions of the Company Plans existing immediately prior to the Effective Time and ending on to provide 100% of the date severance payments and benefits provided thereunder to be delivered to any Company Employee. (b) Without limiting any additional rights that is 12 months after any Company Employee may have under any Company Plan, Parent shall cause the Surviving Corporation and each of its subsidiaries to maintain for any Company Employee who remains employed, subject to paragraph (a) above, (i) until the later of (x) December 31, 2012 and (y) the Closing Date, compensation levels (such term to include salary and target incentive compensation in the aggregate) that are no less favorable than those provided to such Company Employee immediately prior to the Effective Time, and (ii) for twelve months following the Effective Time, health and welfare benefits and retirement benefits that in the aggregate are substantially comparable to maintain for the overall health and provide to any Company Employee the compensation welfare benefits, and employee retirement benefits maintained for and provided to the such Company Employees Employee immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1) and at levels in the aggregate that are no less valuable than those maintained for and provided immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1); provided that incentive compensation will be discretionary or based on performanceEffective Time. (bc) As of and after the Effective Time, Parent will, or will cause the Surviving Corporation to, give Company Employees who are employed by Parent or its Subsidiaries immediately following the Effective Time full credit for purposes of eligibility and vesting eligibility, participation, vesting, severance and benefit accruals (but not for purposes of benefit accruals under any defined benefit pension plans, except to the extent such plan or plans provide for past service credit, or to the extent this credit would result in a duplication of benefits for the same period of service and not where past service credit was not provided for other new participants in such Parent Plansservice), under any employee compensation and incentive plans, benefit (including vacation) plans, programs, policies and arrangements maintained for the benefit of Company Employees as of and after the Effective Time by Parent, its Subsidiaries subsidiaries or the Surviving Corporation for the Company Employees’ pre-Effective Time service with the Company, its Subsidiaries subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent recognized by the Company immediately prior to the Effective Time, and as contemplated by this Agreement. With respect to each Parent Plan that is a “welfare benefit plan” (as defined in Section 3(1) of ERISA, regardless as to whether or not such Parent Plan is subject to ERISA), Parent or its Subsidiaries subsidiaries shall (i) cause there to be waived any pre-existing condition or eligibility limitations to the same extent waived by the Company and its Subsidiaries under the comparable Company Plans and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations with respect to the plan year in which the Effective Time occurslimitations, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees, in each case Employees under similar plans maintained by the Company and its Subsidiaries immediately prior to subsidiaries in the plan year in which the Effective TimeTime occurs. (cd) Parent acknowledges and agrees that the consummation of the Merger shall constitute a “Change in Control” for purposes of each Company Plan listed in Section 6.5(c) of the Company Disclosure Schedule. From and after the Effective Time, subject to the actions contemplated in Sections 2.2 and 6.5 hereof, Parent will honor, and will cause its Subsidiaries 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 Plan listed in Section 3.10(aor any of its subsidiaries and any officer, director or employee of that company, (ii) all bonus plans or programs and (iii) all obligations pursuant to outstanding restoration plans, bonus plans or programs, bonus deferral plans, vested and accrued benefits under any employee benefit plan, program or arrangement of the Company Disclosure Schedule; providedor its subsidiaries and similar employment compensation and benefit arrangements and agreements in effect as of the date hereof, however, that nothing herein shall prevent in each case to the amendment, suspension extent legally binding on the Company or termination any of any Company Plan pursuant to its terms or interfere with the Parent’s or Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable Lawsubsidiaries. (de) Parent (i) No more than thirty days prior to the Effective Time, the Company shall provide have the right, in its sole option and discretion, to terminate each Agreement for Supplemental Executive Retirement Benefits entered into by and between the Company Employees the severance benefits and certain of its executive officers, each of which is set forth in Section 6.5(d6.5(e) of the Company Disclosure Schedule on (each a “Retirement Agreement” and collectively the terms “Retirement Agreements”), in a manner that meets the requirements of Treas. Reg. § 1.409A-3(j)(4)(ix)(B), and conditions set forth thereinshall liquidate all benefits payable under such Retirement Agreements by paying to each such executive officer the present value, except with respect to any Person using reasonable actuarial factors, of the benefit accrued under his Retirement Agreement as of the date of such termination, provided that is a such terminations and liquidations shall occur only if all of such executive officers party to a Change Retirement Agreement consent thereto. (ii) Notwithstanding the foregoing, if the Company does not terminate the Retirement Agreements prior to the Effective Time, Parent hereby expressly agrees that, from and after the Effective Time, it will cause the Surviving Corporation (and/or Parent’s subsidiaries, as applicable) to assume and agree to perform in Control Severance Agreement. the same manner and to the same extent that the Company would be required to perform if the Merger had not taken place, each Retirement Agreement in effect as of the Effective Time. (f) Nothing contained herein in this Section shall prevent Parent from terminating the employment of give any person any third-party beneficiary right, amend any Company EmployeePlan or other employee agreement, or operate to supersede or conflict with any collective bargaining arrangement. (g) If directed in writing by Parent at least ten (10) days prior to Closing, the Company shall terminate any and all 401(k) plans prior to the Closing, pursuant to resolutions of the Company Board reasonably satisfactory to Parent.

Employment and Employee Benefits Matters. (a) Parent As of the Effective Time, the Surviving Corporation shall cause assume sponsorship of and maintain the IMS Health Plans sponsored and maintained by IMS Health immediately prior to the Closing Date (“IMS Health Benefit Plans”) under which each employee of IMS Health and its Subsidiaries who is employed immediately prior to the Closing and who continues employment with the Surviving Corporation or any of its Subsidiaries thereafter (each such employee, a “Continuing Employee”) will continue to participate on and after the Closing Date. If after Closing a Continuing Employee becomes eligible to participate in an employee benefit plan, program or policy of the Surviving Corporation or any of its Subsidiaries (“Surviving Corporation Benefit Plans”), the Surviving Corporation shall use commercially reasonable efforts, to the extent permitted by the terms of the applicable Surviving Corporation Benefit Plan, to provide such Continuing Employee with credit for all service with IMS Health or its Subsidiaries as if such service were with the Surviving Corporation and its Subsidiaries, for the period commencing at the Effective Time and ending on the date that is 12 months after the Effective Time, to maintain for and provide to any Company Employee the compensation and employee benefits maintained and provided to the Company Employees immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1) and at levels in the aggregate that are no less valuable than those maintained for and provided immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1); provided that incentive compensation will be discretionary or based on performance. (b) As of and after the Effective Time, Parent will, or will cause the Surviving Corporation to, give Company Employees who are employed by Parent or its Subsidiaries immediately following the Effective Time full credit for purposes of eligibility determining eligibility, vesting, and vesting level of benefits under Surviving Corporation Benefit Plans that provide severance, vacation and benefit accruals (other benefits determined by the Surviving Corporation, but not for purposes of benefit accruals accrual under any defined benefit pension plan. Unused vacation days accrued by Continuing Employees under the plans or to the extent this credit would result in a duplication and policies of benefits for the same period of service IMS Health and not where past service credit was not provided for other new participants in such Parent Plans), under any employee benefit (including vacation) 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’ pre-Effective Time service with the Company, its Subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent recognized by the 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 or its Subsidiaries shall (i) cause there to be waived any pre-existing condition or eligibility limitations carry over to the same extent waived by Surviving Corporation. This Section 5.7(a) shall not operate to duplicate any benefit provided to any Continuing Employee under an IMS Health Benefit Plan or prohibit the Company and its Subsidiaries under the comparable Company Plans and (ii) give effect, in determining termination of employment of any deductible and maximum out-of-pocket limitations with respect to the plan year in which the Effective Time occurs, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees, in each case under similar plans maintained by the Company and its Subsidiaries immediately prior to specific employee following the Effective Time. (cb) Parent acknowledges and agrees that Nothing contained herein, express or implied shall (i) be construed to establish, amend or modify any benefit plan, program, agreement, policy or arrangement or (ii) alter or limit the consummation ability of the Merger Surviving Corporation, IMS Health, Quintiles or any of their respective affiliates to amend, modify or terminate any benefit plan, program, agreement, policy or arrangement at any time assumed, established, sponsored or maintained by any of them. This Section 5.7 shall constitute a “Change in Control” for purposes be binding upon and inure solely to the benefit of each Company Plan listed in Section 6.5(c) of the Company Disclosure Schedule. From and after the Effective Time, Parent will honorparties to this Agreement, and will cause its Subsidiaries nothing in this Section 5.7, express or implied, is intended to honor, in accordance with its terms, each Company Plan listed in Section 3.10(a) of the Company Disclosure Schedule; provided, however, that nothing herein shall prevent the amendment, suspension confer upon any other person any rights or termination remedies of any Company Plan pursuant to its terms nature whatsoever under or interfere with the Parent’s or Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable Lawby reason of this Section 5.7. (d) Parent shall provide to Company Employees the severance benefits set forth in Section 6.5(d) of the Company Disclosure Schedule on the terms and conditions set forth therein, except with respect to any Person that is a party to a Change in Control Severance Agreement. Nothing contained herein shall prevent Parent from terminating the employment of any Company Employee.

Employment and Employee Benefits Matters. (a) Without limiting any additional rights that any Company Employee may have under any Company Plan, Parent shall cause the Surviving Corporation and each of its Subsidiariessubsidiaries, for a period commencing at the Effective Time and ending on the second anniversary thereof, to maintain the severance-related provisions of existing Company Plans and to provide 100% of the severance payments and benefits required thereunder to be provided any Current Employee (as defined below) terminated during that twenty-four month period. In respect of the annual bonus payable to the Company Employees for service rendered in fiscal year 2005, Parent shall, or shall cause the Surviving Corporation to, continue to honor the terms and conditions of and obligations (whether existing as of the date of this Agreement or thereafter) under the Company’s year 2005 annual bonus program and the award or participation agreements thereunder (the “2005 Bonus Program”), which 2005 Bonus Program shall be administered in a manner consistent with the Company’s historic annual bonus programs and any individual agreements with Company Employees. (b) Without limiting any additional rights that any Company Employee not covered by a Collective Bargaining Agreement and employed by the Company or any of its subsidiaries at the Effective Time (Current Employee”) may have under any Company Plan, Parent shall cause the Surviving Corporation and each of its subsidiaries, for the period commencing at the Effective Time and ending on the date that is 12 months after the Effective Timesecond anniversary thereof, to maintain for any Current Employee (i) subject to paragraph (a) above, salary or hourly wage rate, target cash bonus opportunities under annual programs and provide to any commissions, but excluding equity and equity equivalents (collectively, “Compensation”), that in the aggregate are no less favorable than, and (ii) benefits provided under Company Employee Plans that in the compensation aggregate are no less favorable than, the Compensation and employee benefits maintained for and provided to the Company such Current Employees immediately prior to the date of this Agreement (Effective Time; provided, however, subject to modifications and increases permitted by the foregoing, that 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 with applicable Law. Nothing in this Section 5.1) and 6.6 shall limit the right of Parent, the Surviving Corporation or any of their subsidiaries to terminate the employment of any Current Employee at levels in the aggregate that are no less valuable than those maintained for and provided immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1); provided that incentive compensation will be discretionary or based on performanceany time. (bc) As of and after the Effective Time, Parent will, or will cause the Surviving Corporation to, give Company Current Employees who are employed by Parent or its Subsidiaries immediately following the Effective Time full credit for purposes of eligibility and vesting and benefit accruals (but not benefit accruals, except for purposes of benefit accruals vacation and severance, if applicable, under any defined benefit pension plans or to the extent this credit would result in a duplication of benefits for the same period of service and not where past service credit was not provided for other new participants in such Parent Company Plans), under any employee compensation and incentive plans, benefit (including vacation) plans, programs, policies and arrangements maintained for the benefit of Company Current Employees as of and after the Effective Time by Parent, its Subsidiaries subsidiaries or the Surviving Corporation for the Company Employees’ pre-Effective Time service with the Company, its Subsidiaries subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent recognized by the 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), the Parent or its Subsidiaries subsidiaries shall (i) cause there to be waived any pre-existing condition or eligibility limitations to the same extent waived by the Company and its Subsidiaries under the comparable Company Plans and (ii) give effect, for the fiscal year in which the Closing occurs, in determining any deductible and maximum out-of-pocket limitations with respect to the plan year in which the Effective Time occurslimitations, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees, in each case Current Employees under similar plans maintained by the Company and its Subsidiaries subsidiaries immediately prior to the Effective Time. (cd) Parent acknowledges and agrees that the consummation of the Merger shall constitute a “Change in Control” for purposes of each Company Plan listed in Section 6.5(c) of the Company Disclosure Schedule. From and after the Effective Time, Parent will honor, cause the Surviving Corporation and will cause its Subsidiaries all of their subsidiaries to honor, in accordance with its terms, (x) each existing employment, change in control, severance and termination plan, policy or agreement of or between the Company Plan listed in Section 3.10(aor any of its subsidiaries and any officer, director or employee of that company, (y) equity-based plans, programs or agreements, bonus plans or programs and (z) all obligations pursuant to outstanding restoration plans, equity-based plans, programs or agreements, bonus plans or programs, bonus deferral plans, vested and accrued benefits under any employee benefit plan, program or arrangement of the Company Disclosure Schedule; provided, however, that nothing herein shall prevent the amendment, suspension or termination of any Company Plan pursuant to its terms or interfere with the Parent’s or Surviving Corporation’s right or obligation to make such changes subsidiaries and similar employment compensation and benefit arrangements and agreements in effect as are necessary to conform with applicable Law. (d) Parent shall provide to Company Employees the severance benefits set forth in Section 6.5(d) of the Company Disclosure Schedule Effective Time, in each case to the extent legally binding on the terms and conditions set forth therein, except with respect to Company or any Person that is a party to a Change in Control Severance Agreement. Nothing contained herein shall prevent Parent from terminating the employment of any Company Employeeits subsidiaries.

Employment and Employee Benefits Matters. (a) Without limiting any additional rights that any Company Employee may have under any Company Plan or under applicable law, Parent shall cause the Surviving Corporation and each of its Subsidiariessubsidiaries, for a period commencing at the Effective Time and ending on December 31, 2012, to provide severance and other separation-related payments and benefits not less favorable, in any case, than those provided for under the severance- or separation-related provisions of the Company Plans as in effect on the date hereof for any Company Employee employed by the Company or any of its subsidiaries on the date hereof whose employment terminates during that period in circumstances entitling such Company Employee to payments or benefits under such severance- or separation-related provisions as in effect on the date hereof (other than any changes to such severance- or severance-related provisions to the extent required by applicable law). In respect of the annual cash bonus payable to the Company Employees for service rendered in fiscal year 2011, Parent shall, or shall cause the Surviving Corporation to, continue to honor the terms and conditions of and obligations (existing as of the date of this Agreement) under the Company’s year 2011 annual cash bonus program and the award or participation agreements thereunder (the “2011 Bonus Program”), which 2011 Bonus Program shall be administered in a manner consistent with the Company’s historic annual bonus programs and any individual agreements with Company Employees. (b) Without limiting any additional rights that any Company Employee may have under any Company Plan or under applicable law, Parent shall cause the Surviving Corporation and each of its subsidiaries, for the period commencing at the Effective Time and ending on December 31, 2012, to maintain for any Company Employee, (i) subject to paragraph (a) above, compensation levels (such term to include salary, bonus opportunities and commissions) that in the date that is 12 months after aggregate are no less favorable to the Company Employee than the overall compensation levels maintained for and provided to such Company Employee immediately prior to the Effective Time, (ii) without limiting the generality of clause (i) above, base salary or a wage rate that is no less favorable to maintain for and provide to any the Company Employee than the base salary or wage rate paid to such Company Employee immediately prior to the Effective Time and (iii) benefits (excluding any severance or equity-based compensation or awards) that in the aggregate are no less favorable to the Company Employees in the aggregate than the overall benefits (and employee benefits the terms thereof) (excluding any severance or equity-based compensation or awards) maintained for and provided to the such Company Employees immediately prior to the date Effective Time (including, for the avoidance of this Agreement (subject doubt, the benefits provided under any Company Defined Contribution Plan that Parent directs the Company to modifications and increases permitted by terminate pursuant to Section 5.16.5(e) and at levels as such benefits are in the aggregate that are no less valuable than those maintained for and provided effect immediately prior to the date of this Agreement (such Company Defined Contribution Plan’s termination); provided, however, subject to modifications and increases permitted by Section 5.1); provided the foregoing, that incentive compensation will nothing herein shall be discretionary construed (x) as a guarantee of continued employment of any Company Employee, (y) to prohibit the Surviving Corporation from terminating the employment of any Company Employee, or based on performance(z) to prevent the amendment or termination of any particular Company Plan or interfere with the Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable law. (bc) As of and after the Effective Time, Parent will, or will cause the Surviving Corporation to, give each Company Employees who are employed by Parent or its Subsidiaries immediately following the Effective Time Employee full credit for purposes of eligibility and vesting and benefit accruals (but not for purposes of benefit accruals under any defined benefit pension plans or to the extent this credit would result in a duplication of benefits for the same period of service and not where past service credit was not provided for other new participants in such Parent Plans), under any employee compensation and incentive plans (other than any equity-based compensation plan), benefit (including vacation) plans, programs, policies and arrangements maintained for the benefit of Company Employees as of and after the Effective Time by Parent, its Subsidiaries subsidiaries or the Surviving Corporation for the Company Employees’ pre-Effective Time service with the Company, its Subsidiaries and their predecessor entities (each, a “Parent Plan”) and full credit for purposes of benefit accruals under any Parent Plan that provides for paid vacation or severance, if any, for the Company Employee’s service with the Company, its subsidiaries and their predecessor entities to the same extent recognized by the Company and the applicable Company Plan or Plans immediately prior to the Effective Time; provided, that, with respect to Parent’s 401(k), retirement savings plans and executive deferred savings plan, service credit shall be given for eligibility purposes but not vesting purposes relating to employer contributions. With respect to each Parent Plan that is a “welfare benefit plan” (as defined in Section 3(1) of ERISA), Parent or its Subsidiaries subsidiaries shall (i) cause there to be waived any pre-existing condition or eligibility limitations to the same extent waived by the Company and its Subsidiaries under the comparable Company Plans and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations with respect to the plan year in which the Effective Time occurslimitations, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees, in each case Employees under similar plans maintained by the Company and its Subsidiaries subsidiaries immediately prior to the Effective Time. (cd) Parent acknowledges and agrees that the consummation of the Merger shall constitute a “Change in Control” for purposes of each Company Plan listed in Section 6.5(c) of the Company Disclosure Schedule. From and after the Effective Time, Parent will honor, and will cause its Subsidiaries subsidiaries to honor, in accordance with its termsterms as in effect as of the date hereof or as amended or entered into as permitted under Section 5.1(g) (and the Company Disclosure Schedule thereto) (i) each existing employment, change in control, severance and termination plan, policy, or agreement of or between the Company or any of its subsidiaries and any Company Employee and (ii) all obligations pursuant to deferral plans, vested and accrued benefits under any employee benefit plan, program or arrangement of the Company or its subsidiaries and similar employment compensation and benefit arrangements and agreements, in each case to the extent legally binding on the Company or any of its subsidiaries. (e) Upon the written direction of Parent prior to the Effective Time, (i) the Company shall amend or cause to be amended any and all U.S. tax-qualified defined contribution plan(s) that it or its subsidiaries or any of them maintains (each, a “Company Defined Contribution Plan”) to provide that account balances of Company Employees who participate in a Company Defined Contribution Plan be fully and immediately vested and nonforfeitable as of the Effective Time and (ii) the Company shall terminate or shall cause the termination of the Company Defined Contribution Plans effective immediately prior to the Effective Time. Parent shall cause its tax-qualified defined contribution plan (“Parent Defined Contribution Plan”) to accept eligible rollover distributions (as defined in Section 402(c)(4) of the Code) by Company Employees with respect to account balances distributed to them on or as of the Effective Time by a Company Defined Contribution Plan, including, to the extent permitted under a Company Defined Contribution Plan, outstanding loan balances of all loans with a term of 120 months or less. Subject to and without limiting the generality of Section 6.5(c), each Company Employee shall be eligible effective immediately following the Closing to participate in the salaried or hourly, as the case may be, Parent Defined Contribution Plan listed to the extent permitted by and in accordance with the terms thereof, and Parent shall use its reasonable best efforts to complete any documents or actions necessary or appropriate to effectuate such participation as promptly as practicable following the Closing Date. (f) Nothing in this Section 3.10(a) of the Company Disclosure Schedule; provided, however, that nothing herein 6.5 shall prevent the amendment, suspension or termination be treated as an amendment of any Company Plan pursuant (or an undertaking to its terms amend any such plan) and, without limiting the generality of Section 9.6, nothing in this Section 6.5 shall confer any rights or interfere with benefits on any person other than the Parent’s or Surviving Corporation’s right or obligation signatories to make such changes as are necessary to conform with applicable Lawthis Agreement. (d) Parent shall provide to Company Employees the severance benefits set forth in Section 6.5(d) of the Company Disclosure Schedule on the terms and conditions set forth therein, except with respect to any Person that is a party to a Change in Control Severance Agreement. Nothing contained herein shall prevent Parent from terminating the employment of any Company Employee.

Employment and Employee Benefits Matters. (a) Without limiting any additional rights that any Company Employee may have under any Company Plan, Parent shall cause the Surviving Corporation and each of its Subsidiariessubsidiaries to maintain, for the period commencing at the Effective Time and ending on the date that is 12 months after last day of the Effective TimeCompany’s 2012 fiscal year (the “Protected Period”), the severance-related provisions of the Company Plans set forth in Section 6.6(a) of the Company Disclosure Schedule and to maintain for provide 100% of the severance payments and provide benefits provided thereunder to be delivered to any Company Employee whose employment is terminated during such Protected Period pursuant to circumstances that would give rise to severance payments and benefits under such Company Plans. (b) Without limiting any additional rights that any Company Employee may have under any Company Plan, Parent shall cause the Surviving Corporation and each of its subsidiaries to maintain for any Company Employee, during the Protected Period, subject to paragraph (a) above: (i) annual cash compensation levels (such term to mean (A) annual rate of cash base salary and employee benefits wage rates, as applicable and (B) target cash incentive opportunities (including for participants in the AIP, opportunities based on a specified target percentage of such Company Employee’s annual rate of cash base salary) that are each no less favorable than such annual rates of base salary and wage rates, as applicable and such target cash incentive compensation opportunities maintained for and provided to the such Company Employees immediately prior to the date of this Agreement Effective Time, and (subject to modifications ii) health and increases permitted by Section 5.1) welfare benefits and at levels retirement benefits provided under Company Plans, that for each category in the aggregate that are no less valuable than those favorable than, such health and welfare benefits, and retirement benefits maintained for and provided to such Company Employees immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1); provided that incentive compensation will be discretionary or based on performanceEffective Time. (bc) As of and after the Effective Time, Parent will, or will cause the Surviving Corporation to, give Company Employees who are employed by Parent or its Subsidiaries immediately following the Effective Time full credit for purposes of eligibility and eligibility, participation, vesting and benefit accruals (but not for purposes of benefit accruals under any defined benefit pension plans or plans, to the extent this credit would result in a duplication of benefits for the same period of service and not where past service credit was not provided for other new participants in such Parent Plansservice), under any employee compensation and incentive plans, benefit (including vacationvacation but excluding for purposes of any equity incentive compensation) plans, programs, policies and arrangements maintained for the benefit of Company Employees as of and after the Effective Time by Parent, its Subsidiaries subsidiaries or the Surviving Corporation for the Company Employees’ pre-Effective Time service with the Company, its Subsidiaries subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent recognized by the 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, regardless as to whether or not such Parent Plan is subject to ERISA), Parent or its Subsidiaries subsidiaries shall (i) cause there to be waived any pre-existing condition or eligibility limitations to the same extent waived by the Company and its Subsidiaries under the comparable Company Plans and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations with respect to the plan year in which the Effective Time occurslimitations, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees, in each case Employees under similar plans maintained by the Company and its Subsidiaries immediately prior to subsidiaries in the plan year in which the Effective TimeTime occurs. (cd) Parent acknowledges and agrees that the consummation of the Merger shall constitute a “Change in Control” for purposes of each Company Plan listed in Section 6.5(c) of the Company Disclosure Schedule. From and after the Effective Time, Parent will honor, and will cause its Subsidiaries subsidiaries to honor, in accordance with its terms, (i) each existing Company Plan listed that is an employment, change in Section 3.10(acontrol, severance and termination protection plan or agreement of or between the Company or any of its subsidiaries and any officer, director or employee of that company, equity-based or bonus plan, program or agreement and (ii) all obligations pursuant to outstanding restoration plans, equity-based, bonus or bonus deferral plans, programs or agreements and in respect of vested and accrued benefits under any employee benefit plan, program or arrangement of the Company Disclosure Schedule; providedor its subsidiaries and similar employment compensation and benefit arrangements and agreements, howeverin each of the foregoing cases referenced in clauses (i) and (ii) above, that nothing herein shall prevent to the amendment, suspension extent legally binding on the Company or termination any of any Company Plan pursuant to its terms or interfere with subsidiaries and outstanding as of the Parent’s or Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable LawEffective Time. (de) Parent shall provide cause the Surviving Corporation and each of its subsidiaries, for a period commencing at the Effective Time and ending ninety days thereafter, to not effectuate a “plant closing” or “mass layoff” as those terms are defined in WARN affecting in whole or in part any site of employment, facility, operating unit or Company Employees the severance benefits Employee, without complying with all provisions of WARN. (f) The provisions of Section 6.6(a) and 6.6(b) above shall not apply to any Company Employee who is subject to a collective bargaining agreement set forth in on Section 6.5(d) 3.11 of the Company Disclosure Schedule on (the “CBAs”). The terms and conditions set forth thereinof employment for Company Employees subject to the CBAs shall be governed by the applicable provisions of the CBAs and any successor agreements thereto. (g) Nothing in this Section 6.6, except with respect express or implied, (i) is intended to confer on any Person that is a party to a Change in Control Severance Agreement. Nothing contained herein shall prevent Parent from terminating the employment of person (including any Company Employee) or entity, other than the parties to this Agreement or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement and (ii) shall constitute an amendment to any Company Plan.

Employment and Employee Benefits Matters. (a) Parent shall, and shall cause the Surviving Corporation and each of its other Subsidiaries to, for a period of one year following the Effective Time, maintain for each individual employed by the Company or any of its Subsidiaries at the Effective Time (each, a “Current Employee”) while they remain employed following the Effective Time (i) each of an annual rate of base salary or wages, as applicable, and a target annual cash incentive compensation opportunity not less than that provided to the Current Employee as of immediately prior to the Effective Time, (ii) employee benefits that are at least as favorable in the aggregate as the employee benefits maintained for and provided to the Current Employee as of immediately prior to the Effective Time (excluding defined benefit pension, nonqualified deferred compensation, retiree or post-employment health and welfare, equity or equity-based, and change-in-control compensation or benefits) and (iii) severance benefits that are at least as favorable as the severance benefits provided by the Company or one of its Subsidiaries to the Current Employee as of immediately prior to the Effective Time, as set forth on Section 5.4(a)(iii) of the Company Disclosure Letter. (b) Parent shall, and shall cause the Surviving Corporation to, cause service rendered by Current Employees to the Company and its Subsidiaries prior to the Effective Time to be taken into account for all purposes under employee benefit plans of Parent and the Surviving Corporation and its Subsidiaries (other than for benefit accrual purposes under any defined benefit plan), to the same extent as such service was taken into account under the corresponding Company Plans immediately prior to the Effective Time for those purposes; provided, that, the foregoing will not apply (i) to the extent that its application would result in a duplication of benefits with respect to the same period of service, or (ii) to any defined benefit pension, nonqualified deferred compensation, retiree or post-employment health and welfare benefit plans. Without limiting the generality of the foregoing, Parent shall, and shall cause the Surviving Corporation to use commercially reasonable efforts, to not subject Current Employees to any eligibility requirements, waiting periods, actively-at-work requirements or pre-existing condition limitations under any employee benefit plan of Parent, the Surviving Corporation or its Subsidiaries for any condition for which they would have been entitled to coverage under the corresponding Company Plan in which they participated prior to the Effective Time. Parent shall, and shall cause the Surviving Corporation and its Subsidiaries, for the period commencing at the Effective Time and ending on the date that is 12 months after the Effective Time, to maintain for and provide to any Company Employee the compensation and employee benefits maintained and provided to the Company Employees immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1) and at levels in the aggregate that are no less valuable than those maintained for and provided immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1); provided that incentive compensation will be discretionary or based on performance. (b) As of and after the Effective Time, Parent will, or will cause the Surviving Corporation Subsidiaries to, use commercially reasonable efforts to give Company such Current Employees who are employed by Parent or its Subsidiaries immediately following the Effective Time full credit for purposes of eligibility and vesting and benefit accruals (but not for purposes of benefit accruals under any defined benefit pension plans or to the extent this credit would result in a duplication of benefits for the same period of service and not where past service credit was not provided for other new participants in such Parent Plans), under any employee benefit (including vacation) plans, programs, policies and arrangements maintained plans for the benefit of Company any eligible expenses incurred by such Current Employees as of and after the Effective Time by Parent, its Subsidiaries or the Surviving Corporation for the Company Employees’ pre-Effective Time service with the Company, its Subsidiaries and their predecessor entities (each, covered dependents under a “Parent Plan”) to Company Plan during the same extent recognized by portion of the Company immediately year prior to the Effective Time. With respect to each Parent Plan that is a “welfare benefit plan” (as defined in Section 3(1) Time for purposes of ERISA)satisfying all co-payment, Parent or its Subsidiaries shall (i) cause there to be waived any preco-existing condition or eligibility limitations to the same extent waived by the Company and its Subsidiaries under the comparable Company Plans and (ii) give effectinsurance, in determining any deductible and deductibles, maximum out-of-pocket limitations with requirements, and other out-of-pocket expenses applicable to such Current Employees and their covered dependents in respect to of the plan year in which the Effective Time occurs, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees, in each case under similar plans maintained by the Company and its Subsidiaries immediately prior to the Effective Time. (c) No provision of this Agreement (i) shall be construed to prohibit or restrict Parent acknowledges and agrees that or the consummation Surviving Corporation or any of the Merger shall constitute a “Change in Control” for purposes of each its Subsidiaries from amending or terminating any individual Company Plan listed in Section 6.5(cor any other employee benefit plan, (ii) requires Parent or the Surviving Corporation or any of the Company Disclosure Schedule. From and after the Effective Time, Parent will honor, and will cause its Subsidiaries to honorkeep any Person employed or in service for any period of time, in accordance with its terms(iii) constitutes the establishment or adoption of, each Company Plan listed in Section 3.10(a) of the Company Disclosure Schedule; providedor amendment to, however, that nothing herein shall prevent the amendment, suspension or termination of any Company Plan pursuant to its terms or interfere with the Parent’s other employee benefit plan or Surviving Corporation’s right (iv) confers upon any Current Employee or obligation to make such changes as are necessary to conform with applicable Lawany other Person any third-party beneficiary or similar rights or remedies. (d) Parent shall provide to Company Employees the severance benefits set forth in Section 6.5(d) of the Company Disclosure Schedule on the terms and conditions set forth therein, except with respect to any Person that is a party to a Change in Control Severance Agreement. Nothing contained herein shall prevent Parent from terminating the employment of any Company Employee.

Employment and Employee Benefits Matters. (a) Parent shall cause the Surviving Corporation Corporation, the Surviving Company and its Subsidiarieseach of their subsidiaries to maintain for any Company Employee, for the a 6-month period commencing at the Effective Time and ending on the date that is 12 months after the Effective Time, to maintain for and provide to any benefits provided under Company Employee Plans that are qualified defined contribution or group health plans that in the compensation and employee aggregate (and, as determined by Parent) are no less favorable than the overall benefits maintained and provided to such Company Employees under the Company Employees Plans immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1) and at levels in the aggregate that are no less valuable than those maintained for and provided immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1); provided that incentive compensation will be discretionary or based on performanceEffective Time. (b) As of and after the Effective Time, Parent will, or will cause the Surviving Corporation or the Surviving Company to, give Company Employees who are employed by Parent or its Subsidiaries immediately following the Effective Time full credit for purposes of eligibility and vesting and benefit accruals (but not for purposes of benefit accruals under any defined benefit pension plans or to the extent this credit would result in a duplication of benefits only for the same period purpose of service determining vacation and not where past service credit was not provided for other new participants in such Parent Plansseverance entitlements), under any employee compensation and incentive plans, benefit (including vacationvacation and severance) plans, programs, policies and arrangements maintained for the benefit of Company Employees as of and after the Effective Time by Parent, its Subsidiaries subsidiaries or the Surviving Corporation for the Company Employees’ pre-Effective Time ' service with the Company, its Subsidiaries subsidiaries and their predecessor entities (each, a “"Parent Plan”") to the same extent recognized by the 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 or its Subsidiaries subsidiaries shall use commercially reasonable efforts to (i) cause there to be waived any pre-existing condition or eligibility limitations to the same extent waived by the Company and its Subsidiaries under the comparable Company Plans and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations with respect to the plan year in which the Effective Time occurslimitations, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees, in each case Employees under similar plans maintained by the Company and its Subsidiaries immediately prior to subsidiaries in the plan year in which the Effective TimeTime occurs. (c) Parent acknowledges and agrees that the consummation of the Merger shall constitute a “Change in Control” for purposes of each Company Plan listed in Section 6.5(c) of the Company Disclosure Schedule. From and after the Effective Time, Parent the Surviving Corporation 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 Plan listed in Section 3.10(aor any of its subsidiaries and any officer, director or employee of that company, (ii) all equity-based plans, programs or agreements, bonus plans or programs and (iii) all obligations pursuant to outstanding restoration plans, equity-based plans, programs or agreements, bonus plans or programs, bonus deferral plans, vested and accrued benefits under any employee benefit plan, program or arrangement of the Company Disclosure Schedule; providedor its subsidiaries and similar employment compensation and benefit arrangements and agreements in effect as of the Effective Time, however, that nothing herein shall prevent in each case to the amendment, suspension extent legally binding on the Company or termination any of any Company Plan pursuant to its terms or interfere with the Parent’s or Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable Lawsubsidiaries. (d) Parent Nothing contained in this Section 5.9, express or implied (i) shall provide be construed to establish, amend, or modify any Company Plan, program, agreement or arrangement or (ii) shall confer upon any person (including Company Employees the severance benefits set forth in Section 6.5(dand their dependents and beneficiaries) any rights as a third-party beneficiary of the Company Disclosure Schedule on the terms and conditions set forth therein, except with respect to any Person that is a party to a Change in Control Severance this Agreement. Nothing contained herein shall prevent Parent from terminating the employment of any Company Employee.

Employment and Employee Benefits Matters. (a) Without limiting any additional rights that any Company Employee may have under any Company Plan, Parent shall cause the Surviving Corporation and each of its Subsidiariessubsidiaries, for a period commencing at the Effective Time and ending on the first anniversary thereof, to provide any employee actively employed by the Company or any of its subsidiaries as of the Effective Time (a “Current Employee”) who is an eligible employee under the terms of the Company’s Severance Plan attached hereto as Exhibit 6.6(a) (the “Severance Plan”) and is terminated by Parent or the Surviving Corporation during such twelve month period under circumstances that qualify such employee for severance under the terms of the Severance Plan, with severance under the terms of the Severance Plan, subject to execution, delivery and non-revocation of a general release in favor of the Company and Parent. (b) Without limiting any accrued and vested rights that any Current Employee may have under any Company Plan, during the period commencing at the Effective Time and ending on the date that is 12 months after first anniversary thereof, Parent shall or shall cause the Effective Time, Surviving Corporation or its applicable subsidiary to maintain for and provide to any Company Employee the compensation and Current Employees with employee benefits maintained and provided to the Company Employees immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1other than severance) and at levels in the aggregate that are no less valuable favorable than those maintained for and the employee benefits (other than severance) provided immediately prior to similarly situated employees of Parent or its applicable subsidiary as in effect from time to time. Nothing herein shall prevent the date amendment or termination of this Agreement (subject any Company Plan or interfere with the Parent or Surviving Corporation’s right to modifications and increases permitted by Section 5.1); provided that incentive compensation will be discretionary or based on performanceterminate the employment of any Current Employee. (bc) As of and after the Effective Time, except as provided below, Parent willshall, or will shall cause the Surviving Corporation to, give Company Current Employees who are employed by Parent or its Subsidiaries immediately following the Effective Time full credit for purposes of eligibility and vesting and benefit accruals (but not for purposes of benefit accruals under any defined benefit pension plans or to the extent this credit would result in a duplication of benefits for the same period of service and not where past service credit was not provided for other new participants in such Parent Plans)accruals, under any employee compensation and incentive plans, benefit (including vacation) plans, programs, policies and arrangements maintained for the benefit of Company Current Employees as of and after the Effective Time by Parent, its Subsidiaries subsidiaries or the Surviving Corporation for the Company Current Employees’ pre-Effective Time service with the Company, its Subsidiaries subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent such service was recognized by for similar purposes under the Company immediately prior to similar Parent Plan; provided, that such service shall not be recognized for purposes of grandfathering and/or the Effective Timelevel of pay credits under Parent’s defined benefit retirement plan or subsidized retiree medical benefits (but it shall be recognized for purposes of the access only retiree medical), nor shall such service be recognized for purposes of determining retirement eligibility under any Parent Plan that provides for the grant of equity awards. With respect to each Parent Plan that is a “welfare benefit plan” (as defined in Section 3(1) of ERISA)) providing healthcare benefits, the Parent or its Subsidiaries subsidiaries shall (i) cause there to be waived any pre-existing condition or eligibility limitations to the same extent waived by the Company and its Subsidiaries under the comparable Company Plans and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations with respect to the plan year in which the Effective Time occurslimitations, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees, in each case under similar plans maintained by the Company and its Subsidiaries immediately Current Employees prior to the Effective TimeTime under similar Company Plans. (cd) Parent acknowledges and agrees that the consummation of the Merger shall constitute a “Change in Control” for purposes of each Company Plan listed in Section 6.5(c) of the Company Disclosure Schedule. From and after the Effective Time, Parent will honor, and will cause the Surviving Corporation and its Subsidiaries subsidiaries to honor, in accordance with its their terms, (i) each existing employment and change in control agreement between the Company Plan listed and a Current Employee that is in Section 3.10(aeffect as of the Effective Time and (ii) all vested accrued obligations under the terms of the Company Disclosure Schedule; providedPlans, however, that nothing herein shall prevent in each case to the amendment, suspension or termination of any Company Plan pursuant to its terms or interfere with the Parent’s or Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable Law. (d) Parent shall provide to Company Employees the severance benefits set forth in Section 6.5(d) of extent legally binding on the Company Disclosure Schedule on the terms and conditions set forth therein, except with respect to or any Person that is a party to a Change in Control Severance Agreement. Nothing contained herein shall prevent Parent from terminating the employment of any Company Employeeits subsidiaries.

Employment and Employee Benefits Matters. (a) Prior to the Effective Time, except as set forth below, the Company will and will cause its Subsidiaries to, and from and after the Effective Time, Parent will cause the Surviving Corporation to, honor, in accordance with their terms, all then-existing employment, change in control and severance agreements between the Company or any of its Subsidiaries and any officer, director or employee of the Company or any of its Subsidiaries; provided that the aggregate of all payments under such agreements triggered by the Merger will not exceed $21,000,000 as shown in Section 03.03.39.03 of the Intralinks electronic data room for this transaction (as in effect on the date hereof), subject to such changes as Parent may approve. (b) Parent shall cause the Surviving Corporation and each of its Subsidiaries, for the period commencing at the Effective Time and ending on the date that is 12 months after the Effective Timesecond anniversary thereof, to maintain for the individuals employed by the Company at the Effective Time (the “Current Employees”) compensation and provide benefits provided under employee benefit plans of Parent that are at least as favorable in the aggregate to any Company Employee the compensation and employee benefits maintained for and provided to the Company Current Employees immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1) and at levels in the aggregate that are no less valuable than those maintained for and provided immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1); provided that incentive compensation will be discretionary or based on performance. (b) As of and after the Effective Time, Parent will, or will cause the Surviving Corporation to, give Company Employees who are employed by Parent or its Subsidiaries immediately following the Effective Time full credit (excluding, for purposes of eligibility and vesting and benefit accruals (but not for purposes of benefit accruals under any defined benefit pension plans or to the extent this credit would result in a duplication of benefits for the same period of service and not where past service credit was not provided for other new participants in such Parent Planspurpose, equity-based compensation), under any employee benefit (including vacation) 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’ pre-Effective Time service with the Company, its Subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent recognized by the 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 or its Subsidiaries shall (i) cause there to be waived any pre-existing condition or eligibility limitations to the same extent waived by the Company and its Subsidiaries under the comparable Company Plans and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations with respect to the plan year in which the Effective Time occurs, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees, in each case under similar plans maintained by the Company and its Subsidiaries immediately prior to the Effective Time. (c) Parent acknowledges and agrees that the consummation of the Merger shall constitute a “Change in Control” for purposes of each Company Plan listed in Section 6.5(c) of the Company Disclosure Schedule. From and after the Effective Time, Parent will honor, and will cause its Subsidiaries to honor, in accordance with its terms, each Company Plan listed in Section 3.10(a) of the Company Disclosure Schedule; provided, however, that nothing herein in this Section 4.4 shall prevent the amendment, suspension amendment or termination of any Company Plan pursuant to its terms or interfere with the Parent’s or Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable Law. (c) Parent currently intends to continue the Cincinnati-based operations of the Company. (d) To the extent individuals employed by the Company at the Effective Time Current Employees participate in employee benefit plans of Parent, Parent will, and will cause the Surviving Corporation to, cause service rendered by such Current Employees prior to the Effective Time to be taken into account for vesting and eligibility purposes (but not for accrual purposes, except for vacation and severance, if applicable) under such employee benefit plans of Parent, the Surviving Corporation and its Subsidiaries, to the same extent as such service was taken into account under the corresponding Company Plans for those purposes. To the extent Current Employees participate in a health employee benefit plan of Parent, (i) they will not be subject to any pre-existing condition limitation under any such health employee benefit plan of Parent, the Surviving Corporation or its Subsidiaries for any condition for which they would have been entitled to coverage under the corresponding Company Plan in which they participated prior to the Effective Time and (ii) Parent will, and will cause the Surviving Corporation and its Subsidiaries, to give such Current Employees credit under such employee benefit plans for co-payments made and deductibles satisfied prior to the Effective Time in the applicable year. (e) This Section 4.4 shall provide be binding upon and inure solely to the benefit of each of the parties to this Agreement, and nothing in this Section 4.4, express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 4.4 or is intended to be, shall constitute or be construed as an amendment to or modification of any employee benefit plan or arrangement of Parent, the Surviving Corporation or any of their Affiliates or limit in any way the right of the Company, Parent, the Surviving Corporation or any of their Affiliates to amend, modify or terminate any of its respective employee benefit plans or arrangements. (f) In the event that the Closing Date is on or before December 31, 2007, all Annual Incentive Plan, Sales Incentive Plan and Profit Sharing Plan obligations relating to the 2007 Plan Year (each as defined under the Company Employees Plans) shall be calculated as if the severance benefits set forth Closing Date were on or after January 1, 2008, and payment of such obligations shall be made in Section 6.5(daccordance with past practices, except that any person employed by the Company at the Closing Date shall be declared to be employed by the Company at the payment date even if such is not the case (with the intended effect that employees participating in such plan will receive their full award for 2007 thereunder, regardless of when the Closing occurs). (g) In the event the business of the Company Disclosure Schedule on Shipping Subsidiaries is sold prior to January 1, 2008, the terms and conditions set forth thereinCompany will pay to the employees engaged in such business their full bonus for 2007, except with respect to any Person that is a party to a Change in Control Severance Agreement. Nothing contained herein shall prevent Parent from terminating payable upon the employment consummation of any Company Employeesuch sale.

Employment and Employee Benefits Matters. (a) Parent shall cause the Surviving Corporation Corporation, the Surviving Company and its Subsidiarieseach of their subsidiaries to maintain for any Company Employee, for the a 6-month period commencing at the Effective Time and ending on the date that is 12 months after the Effective Time, to maintain for and provide to any benefits provided under Company Employee Plans that are qualified defined contribution or group health plans that in the compensation and employee aggregate (and, as determined by Parent) are no less favorable than the overall benefits maintained and provided to such Company Employees under the Company Employees Plans immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1) and at levels in the aggregate that are no less valuable than those maintained for and provided immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1); provided that incentive compensation will be discretionary or based on performanceEffective Time. (b) As of and after the Effective Time, Parent will, or will cause the Surviving Corporation or the Surviving Company to, give Company Employees who are employed by Parent or its Subsidiaries immediately following the Effective Time full credit for purposes of eligibility and vesting and benefit accruals (but not for purposes of benefit accruals under any defined benefit pension plans or to the extent this credit would result in a duplication of benefits only for the same period purpose of service determining vacation and not where past service credit was not provided for other new participants in such Parent Plansseverance entitlements), under any employee compensation and incentive plans, benefit (including vacationvacation and severance) plans, programs, policies and arrangements maintained for the benefit of Company Employees as of and after the Effective Time by Parent, its Subsidiaries subsidiaries or the Surviving Corporation for the Company Employees’ pre-Effective Time service with the Company, its Subsidiaries subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent recognized by the 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 or its Subsidiaries subsidiaries shall use commercially reasonable efforts to (i) cause there to be waived any pre-existing condition or eligibility limitations to the same extent waived by the Company and its Subsidiaries under the comparable Company Plans and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations with respect to the plan year in which the Effective Time occurslimitations, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees, in each case Employees under similar plans maintained by the Company and its Subsidiaries immediately prior to subsidiaries in the plan year in which the Effective TimeTime occurs. (c) Parent acknowledges and agrees that the consummation of the Merger shall constitute a “Change in Control” for purposes of each Company Plan listed in Section 6.5(c) of the Company Disclosure Schedule. From and after the Effective Time, Parent the Surviving Corporation 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 Plan listed in Section 3.10(aor any of its subsidiaries and any officer, director or employee of that company, (ii) all equity-based plans, programs or agreements, bonus plans or programs and (iii) all obligations pursuant to outstanding restoration plans, equity-based plans, programs or agreements, bonus plans or programs, bonus deferral plans, vested and accrued benefits under any employee benefit plan, program or arrangement of the Company Disclosure Schedule; providedor its subsidiaries and similar employment compensation and benefit arrangements and agreements in effect as of the Effective Time, however, that nothing herein shall prevent in each case to the amendment, suspension extent legally binding on the Company or termination any of any Company Plan pursuant to its terms or interfere with the Parent’s or Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable Lawsubsidiaries. (d) Parent Nothing contained in this Section 5.9, express or implied (i) shall provide be construed to establish, amend, or modify any Company Plan, program, agreement or arrangement or (ii) shall confer upon any person (including Company Employees the severance benefits set forth in Section 6.5(dand their dependents and beneficiaries) any rights as a third-party beneficiary of the Company Disclosure Schedule on the terms and conditions set forth therein, except with respect to any Person that is a party to a Change in Control Severance this Agreement. Nothing contained herein shall prevent Parent from terminating the employment of any Company Employee.

Employment and Employee Benefits Matters. (a) For a period of at least one year following the Effective Time (such period of time, the "Protected Period"), Parent shall cause the Surviving Corporation or any of its affiliates to provide to employees of the Company pay (which shall include rates of base salary or wages and its Subsidiariesannual bonus opportunities), for benefits and benefit plans, programs and policies (including, without limitation, severance benefits, medical and welfare plans), which are substantially comparable in the period commencing at aggregate to those provided by the Effective Time and ending Company to the employees of the Company on the date that is 12 months after hereof. Notwithstanding anything set forth above, the Effective Time, to maintain for and provide to participation of the employees of the Company in any Company Employee the compensation and employee benefits maintained and provided Parent's option or similar equity grant or purchase programs or plans shall be subject to the Company Employees immediately prior to the date eligibility requirements of this Agreement (subject to modifications and increases permitted by Section 5.1) and at levels in the aggregate that are no less valuable than those maintained for and provided immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1); provided that incentive compensation will be discretionary such programs or based on performanceplans. (b) As Current employees of and after the Effective Time, Parent will, or will cause the Surviving Corporation to, give Company Employees who are employed by Parent or its Subsidiaries immediately following the Effective Time full shall also be provided credit for purposes of eligibility all service with the Company and vesting and benefit accruals (but not for purposes of benefit accruals under any defined benefit pension plans or its subsidiaries, to the same extent this credit would result in a duplication of benefits as such service was credited for such purpose by the same period of service Company and not where past service credit was not provided its subsidiaries for other new participants in such Parent Plans)employees, under any (i) all employee benefit (including vacation) plans, programs, policies and fringe benefits arrangements maintained to be provided to such employees for purposes of eligibility and vesting, (ii) severance plans, programs and policies to be provided to such employees for purposes of calculating the benefit amount of Company Employees as each such employee's severance benefits and (iii) vacation and sick leave plans, programs and policies for purposes of calculating the amount of each such employee's vacation and after the Effective Time by Parent, its Subsidiaries or the Surviving Corporation for the Company Employees’ pre-Effective Time service with the Company, its Subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent recognized by the Company immediately prior to the Effective Timesick leave. With respect to each employee benefit plan, program or policy of Parent Plan that is a “"welfare benefit plan” " (as defined in Section 3(1) of ERISA)) in which current employees of the Company participate following the Effective Time, the Parent or its Subsidiaries subsidiaries shall (iA) cause there to be waived any pre-existing condition or eligibility limitations to the same extent waived by the Company and its Subsidiaries under the comparable Company Plans and (iiB) give effect, in determining any deductible and maximum out-of-pocket limitations with respect to payable during the plan year in which the Effective Time occurs, to claims incurred and amounts paid by, and amounts reimbursed to, current employees of the Company Employees, in each case during such plan year under similar plans maintained by the Company and its Subsidiaries subsidiaries immediately prior to the Effective Time. (c) Parent acknowledges and agrees that the consummation of the Merger shall constitute a “Change in Control” for purposes of each Company Plan listed in Section 6.5(c) of the Company Disclosure Schedule. From and after the Effective Timewill, Parent will honor, and or will cause its Subsidiaries to honorthe Surviving Corporation to, in accordance with its termsassume and either will, or will cause the Surviving Corporation to, discharge the obligations under each Company Plan employment or severance agreement listed in Section 3.10(a) of the Company Disclosure Schedule; provided, however, that nothing herein shall prevent the amendment, suspension or termination of any Company Plan pursuant to its terms or interfere with the Parent’s or Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable Law. (d) Parent Notwithstanding anything in this Agreement to the contrary, nothing in this Section 6.6 shall provide to Company Employees the severance benefits set forth in Section 6.5(d) of impede or limit Parent, Merger Sub, the Company Disclosure Schedule on the terms and conditions set forth therein, except with respect to or any Person that is a party to a Change in Control Severance Agreement. Nothing contained herein shall prevent Parent of their affiliates from terminating any of their employees at any time for any reason or no reason, subject to the employment provisions of any Company Employeeapplicable law.

Employment and Employee Benefits Matters. (a) Parent The Parties acknowledge that nothing in this Agreement shall cause be construed as (i) constituting an employment agreement between Bancorp or any of its Affiliates and any officer or employee of Allaire or any of the Surviving Corporation and its Subsidiaries, for the period commencing at the Effective Time and ending Allaire Subsidiaries or an obligation on the date that is 12 months after parx xx Xxncorp or any of xxx Xxfiliates to employ any such officers or employees, and (ii) constituting an employment agreement between Allaire or any of its Affiliates and any officer or employee of Bancorx xx xxy of the Effective Time, Bancorp Subsidiaries or an obligation on the part of Allaire or any of its Affiliates to maintain for and provide to employ any Company Employee the compensation and employee benefits maintained and provided to the Company Employees immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1) and at levels in the aggregate that are no less valuable than those maintained for and provided immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1); provided that incentive compensation will be discretionary such officers or based on performanceemployxxx. (b) As Allaire and Bancorp shall honor and assume the liabilities arising out xx Xxxaire's employees' rights in respect of accrued paid time off and after tixx xxxxxxd for illness bank and give each employee credit therefor and recognize the Effective Time, Parent will, or will cause tenure of each employee while an employee of Allaire prior to the Surviving Corporation to, give Company Employees who are employed by Parent or its Subsidiaries immediately following the Effective Time full credit Closing Date for purposes of eligibility and vesting and determining benefits xxxxxxble to employees under Allaire's or Bancorp's employee benefit accruals (but not for purposes of benefit accruals under any defined benefit pension plans or subsequent to the extent this credit would result in Closinx Xxxx (xhich will include a duplication waiver of benefits for the same period of service and not where past service credit was not provided for other new participants in such Parent Plans), under any employee benefit (including vacation) 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’ pre-Effective Time service with the Company, its Subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent recognized by the 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 or its Subsidiaries shall (i) cause there to be waived any pre-existing condition exclusions for employees and their dependents and recognition of or eligibility limitations credit for all deductibles paid by such employees during the current period while in the employ of Allaire). Without limiting the foregoing, Allaire and Bancorp shall prxxxxx xredit for eligibility, benefit accrxxx xxx vesting for all such employees' periods of service with Allaire for purposes of any of Allaire's or Bancorp's employee benefit xxxxx subsequent to the same extent waived by Closinx Xxxx, xncluding all qualified and non-qualified retirement or saving programs, vacation, sick leave, holiday and severance benefits. Nothing contained herein shall be construed to or shall create any right to continued employment on the Company part of any employee of Allaire or alter the "at will" status of any employee of Allaire. Aftex xxx Xlosing, Bancorp intends to form a joint committee xxxx xxual representatives of Allaire and its Subsidiaries under Bancorp in order to solicit recommendations to management xxxxxxxing the comparable Company Plans types of benefits that may be offered to employees of both companies consistent with the types of benefits offered in the industry or marketplace. Until such time as Allaire and (ii) give Bancorp implement their joint employee benefit plans, the xxxxxxxg employee benefit plans of each respective Party shall remain in effect, in determining any deductible and maximum out-of-pocket limitations with respect to the plan year in which the Effective Time occurs, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees, in each case under similar plans maintained by the Company and its Subsidiaries immediately prior to the Effective Time. (c) Parent acknowledges Subsequent to the Closing Date, Allaire shall continue to comply with the coverage obligations (within xxx xxaning of code Section 4980B and agrees that the consummation Part 6 of the Merger shall constitute a “Change Subtitle B of Title 1 of ERISA) in Control” for purposes of each Company Plan listed in Section 6.5(c) of the Company Disclosure Schedule. From and after the Effective Time, Parent will honor, and will cause its Subsidiaries to honor, in accordance with its terms, each Company Plan listed in Section 3.10(a) of the Company Disclosure Schedule; provided, however, that nothing herein shall prevent the amendment, suspension or termination respect of any Company Plan pursuant former employee of Allaire who is eligible to its terms or interfere with the Parent’s or Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable Lawreceive continuation coverage. (d) Parent shall provide to Company Employees the severance benefits set forth in Section 6.5(d) of the Company Disclosure Schedule on the terms and conditions set forth therein, except with respect to any Person that is a party to a Change in Control Severance Agreement. Nothing contained herein shall prevent Parent from terminating the employment of any Company Employee.

Employment and Employee Benefits Matters. (a) Parent CapitalSouth shall employ, or cause CapitalSouth Bank to employ, Wxxxxxx Xxxxx and Mxxx Xxxxx pursuant to separate employment agreements in the Surviving Corporation form mutually agreed by such individual and CapitalSouth. Excluding those two individuals, the parties acknowledge that nothing in this Agreement shall be construed as constituting an employment agreement between CapitalSouth or any of its Subsidiariesaffiliates and any officer or employee of Monticello, for the period commencing at the Effective Time and ending Monticello Bank or any of their respective subsidiaries or an obligation on the date that is 12 months after the Effective Time, part of CapitalSouth or any of its affiliates to maintain for and provide to employ any Company Employee the compensation and employee benefits maintained and provided to the Company Employees immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1) and at levels in the aggregate that are no less valuable than those maintained for and provided immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1); provided that incentive compensation will be discretionary such officers or based on performanceemployees. (b) As of and after the Effective TimeThe parties agree that, Parent will, or will cause the Surviving Corporation to, give Company Employees who are employed by Parent or its Subsidiaries immediately following the Effective Time full credit for purposes of eligibility and vesting and benefit accruals (but not for purposes of benefit accruals under any defined benefit pension plans or the Merger, steps shall be taken to the extent this credit would result in a duplication of benefits for the same period of service and not where past service credit was not provided for other new participants in such Parent Plans), under any terminate all employee benefit (including vacation) plansplans of Monticello, programsMonticello Bank or any of their respective subsidiaries immediately prior to, policies and arrangements maintained for the benefit of Company Employees at or as of and after soon as administratively feasible following the Effective Time by Parentof the Merger, its Subsidiaries provided that the conditions of this subsection (b) and of paragraphs (i)-(ii) below are then met and provided further that all employees of Monticello, Monticello Bank or the Surviving Corporation for the Company Employees’ pre-Effective Time service with the Company, its Subsidiaries and any of their predecessor entities (each, a “Parent Plan”) to the same extent recognized by the Company respective subsidiaries who were participating immediately prior to the Merger in such employee benefit plans of Monticello, Monticello Bank or any of their respective subsidiaries for which CapitalSouth maintains a corresponding plan shall commence participation in CapitalSouth’s corresponding plan upon the later of the Effective Time. With respect to each Parent Plan that is a “welfare benefit plan” Time of the Merger or the date of termination of coverage under the Employee Benefit Plans of Monticello, Monticello Bank or any of their respective subsidiaries without any gap or interruption in coverage (as defined in Section 3(1) including any gap affecting any of ERISAMonticello employee’s dependents), Parent whether a gap in time of coverage or in waiting or elimination periods. Except as otherwise specifically provided below, CapitalSouth agrees that the officers and employees of Monticello, Monticello Bank or any of their respective subsidiaries who CapitalSouth or its Subsidiaries subsidiaries employ shall (i) cause there be eligible to be waived any pre-existing condition or eligibility limitations participate in CapitalSouth’s employee benefit plans, including welfare and fringe benefit plans, sick leave, vacation, holiday pay and similar payroll practices, on the same basis as and subject to the same extent waived by the Company and its Subsidiaries under the comparable Company Plans and (ii) give effect, in determining conditions as are applicable to any deductible and maximum outnewly-of-pocket limitations with respect to the plan year in which the Effective Time occurs, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees, in each case under similar plans maintained by the Company and its Subsidiaries immediately prior to the Effective Time. (c) Parent acknowledges and agrees that the consummation hired employee of the Merger shall constitute a “Change in Control” for purposes of each Company Plan listed in Section 6.5(c) of the Company Disclosure Schedule. From and after the Effective Time, Parent will honor, and will cause its Subsidiaries to honor, in accordance with its terms, each Company Plan listed in Section 3.10(a) of the Company Disclosure ScheduleCapitalSouth; provided, however, that nothing herein shall prevent the amendment, suspension or termination of any Company Plan pursuant to its terms or interfere with the Parent’s or Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable Law.that: (di) Parent shall provide to Company Employees the severance benefits set forth in Section 6.5(d) of the Company Disclosure Schedule on the terms and conditions set forth therein, except with respect to each CapitalSouth health plan, CapitalSouth shall credit each such employee for eligible expenses incurred by such employee and his or her dependents (if applicable) under the group medical insurance plan of Monticello, Monticello Bank or any Person that is a party of their respective subsidiaries during the current calendar year for purposes of satisfying the deductible provisions under CapitalSouth’s plan for such current year, and CapitalSouth shall waive all waiting periods under said plans for pre-existing conditions; and (ii) credit for each such employee’s past service with Monticello, Monticello Bank or any of their respective subsidiaries prior to a Change the Effective Time of the Merger (“Past Service Credit”) shall be given by CapitalSouth to employees for purposes of: (A) determining vacation, severance, sick leave and other leave benefits and accruals, in Control Severance Agreement. Nothing contained herein shall prevent Parent from terminating accordance with the employment established policies of any Company EmployeeCapitalSouth; (B) establishing eligibility for participation in and vesting under CapitalSouth’s welfare and fringe benefit plans, and for purposes of determining the scheduling of vacations and other determinations which are made based on length of service; and (C) subject to applicable law, determining eligibility to participate in, and vesting in accrued benefits under the CapitalSouth Bancorp 401(k) plan.

Employment and Employee Benefits Matters. (a) Parent shall cause the Surviving Corporation and each of its Subsidiariessubsidiaries to maintain, through December 31, 2019, the severance-related provisions of the Company Plans listed on Section 6.18(a) of the Company Disclosure Letter and to provide the severance payments and benefits required thereunder to be provided to any Company Continuing Employee (as defined below) terminated during that period. (b) Parent shall cause the Surviving Corporation and each of its subsidiaries to maintain for each employee of the Company or its subsidiaries who continues to be employed by the Company or the Surviving Corporation or any subsidiary or affiliate thereof following the Closing Date (the “Continuing Employees”), for the a period commencing at the Effective Time and ending on the date December 31, 2019, subject to paragraph (a) above: (i) a salary, wage, target bonus opportunity and commissions opportunity that is 12 months after substantially similar in the Effective Timeaggregate to the salary, to maintain for wage, target bonus opportunity and provide to any Company Employee the compensation and employee benefits maintained and commissions opportunity that was provided to the Company Employees such Continuing Employee immediately prior to the date of this Agreement Effective Time and (subject to modifications ii) employee retirement (other than any nonqualified deferred compensation plan or defined benefit pension arrangement), welfare (other than post-retirement health and increases permitted by Section 5.1welfare benefits) and at levels other benefits (other than any equity-based compensation or benefits or severance benefits) that are substantially similar in the aggregate that are no less valuable to the employee retirement (other than those maintained for any nonqualified deferred compensation plan or defined benefit pension arrangement), welfare (other than post-retirement health and welfare benefits) and other benefits (other than any equity-based compensation or benefits or severance benefits) provided to such Continuing Employee immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1); provided that incentive compensation will be discretionary or based on performanceEffective Time. (bc) As of and after the Effective Time, Parent will, or will cause the Surviving Corporation to, use commercially reasonable efforts to give Company Continuing Employees who are employed by Parent or its Subsidiaries immediately following the Effective Time full credit for purposes of eligibility eligibility, participation, benefit accrual and vesting and benefit accruals (but not for purposes of benefit accruals under any defined benefit pension plans or to the extent this credit would result retiree health plan or severance arrangement (other than as set forth in a duplication of benefits for the same period of service and not where past service credit was not provided for other new participants in such Parent PlansSection 6.18(a))), under any employee benefit (including vacation) plansplan, programs, policies and arrangements program or arrangement maintained for the benefit of Company Employees as of and after the Effective Time by Parent, its Subsidiaries subsidiaries or the Surviving Corporation for the Company Employees’ pre-Effective Time service with the Company, its Subsidiaries and their predecessor entities (each, a “Parent Plan”) in which Continuing Employees may participate to the same extent recognized by the Company immediately prior to the Effective Time. Time under any similar or comparable Company Plan and to the extent such credit would not result in a duplication of benefits for the same period of service. (d) With respect to each Parent Plan that is a “welfare benefit plan” (as defined in Section 3(1) of ERISA), Parent or its Subsidiaries subsidiaries shall use commercially reasonable efforts to or to cause any third party insurance providers to, (i) cause there to be waived any pre-existing condition or eligibility limitations to the same extent waived by the Company and its Subsidiaries under the comparable Company Plans and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations with respect to in the plan year in which the Effective Time occurs, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees, in each case Continuing Employees under similar plans maintained by the Company and its Subsidiaries immediately prior to subsidiaries in the plan year in which the Effective TimeTime occurs. (ce) Parent acknowledges and agrees that the consummation of the Merger shall constitute a “Change in Control” for purposes of each Company Plan listed in Section 6.5(c) of the Company Disclosure Schedule. From and after the Effective Time, Parent the Surviving Corporation will honor, and will cause its Subsidiaries subsidiaries to honor, in accordance with its terms, each Company Plan listed existing employment agreement in effect as of the date hereof and severance arrangements set forth on Section 3.10(a6.18(a) of the Company Disclosure Schedule; providedLetter, howeverin each case to the extent legally binding on the Company or any of its subsidiaries. (f) Nothing in this Agreement shall confer upon any Continuing Employee any right to continue in the employ or service of Parent, that the Surviving Corporation or any affiliate of Parent, or shall interfere with or restrict in any way the rights of Parent, the Surviving Corporation or any affiliate of Parent, which rights are hereby expressly reserved, to discharge or terminate the services of any Continuing Employee at any time for any reason whatsoever, with or without cause. Notwithstanding any provision in this Agreement to the contrary, nothing herein in this Section 6.18 shall prevent the amendment, suspension (i) be deemed or termination construed to be an amendment or other modification of any Company Plan, (ii) deemed or construed to establish any Company Plan, (iii) prevent or limit Parent, the Surviving Corporation or any affiliate of Parent from amending or terminating any Company Plan pursuant to its terms in accordance with their terms, or interfere with the Parent’s (iv) create any third party rights in any current, former or Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable Law. (d) Parent shall provide to Company Employees the severance benefits set forth in Section 6.5(d) future service provider of the Company Disclosure Schedule on the terms and conditions set forth therein, except with respect to or its affiliates (or any Person that is a party to a Change in Control Severance Agreement. Nothing contained herein shall prevent Parent from terminating the employment of any Company Employeebeneficiaries or dependents thereof).

Employment and Employee Benefits Matters. (a) Parent shall cause the The Surviving Corporation and each of its Subsidiariessubsidiaries, for the period commencing at the Effective Time and ending on the date second anniversary thereof, shall (i) maintain, for any employee of the Company or any of its subsidiaries (including but not limited to inactive employees on short-term disability or paid or unpaid leave of absence status, including medical family leave) who remains employed by the Surviving Corporation or one of its subsidiaries, for so long as such employee remains so employed following the Effective Time (each a “Continuing Employee”), annual base salary or wages and annual cash target bonus opportunities that is 12 months after are, in the aggregate, no less favorable than those in effect immediately prior to the Effective Time, to (ii) maintain for and provide to any Company Employee the compensation and employee benefits maintained (excluding equity-based programs) for Continuing Employees providing welfare and retirement benefits that are, in the aggregate, no less favorable than those provided to the Company such Continuing Employees immediately prior to the date Effective Time and (iii) establish a long-term cash incentive bonus program for the benefit of this Agreement (Continuing Employees who received equity-based awards under any of the Company Stock Plans, which shall provide such employees with a bonus opportunity that is designed to be no less favorable than the bonus opportunity provided to similarly situated employees of Parent or any of its subsidiaries; provided, however, subject to modifications and increases permitted by Section 5.1) and at levels in the aggregate that foregoing, nothing herein shall prevent the amendment or termination of any Company Plan or interfere with the Surviving Corporation’s or any Company subsidiary’s right or obligation to make such changes as are no less valuable than those maintained for and provided immediately prior necessary to the date of this Agreement (subject to modifications and increases permitted by Section 5.1); provided that incentive compensation will be discretionary or based on performanceconform with applicable law. (b) As of and after the Effective Time, Parent will, or will cause the Surviving Corporation to, will give Company Continuing Employees who are employed by Parent or its Subsidiaries immediately following the Effective Time full credit for purposes of eligibility to participate and vesting and benefit accruals (but not for purposes of benefit accruals accruals, under any defined employee benefit pension plans or maintained for the benefit of Continuing Employees as of and after the Effective Time by the Surviving Corporation (each, a “Surviving Corporation Plan”) for the Continuing Employees’ service with the Company, its subsidiaries and their predecessor entities to the same extent recognized by the Company in connection with the Company Plans immediately prior to the Effective Time (except to the extent this credit would result in a duplication of benefits benefit accruals for the same period of service and not where past service credit was not provided for other new participants in such Parent Plans), under any employee defined benefit (including vacation) pension 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’ pre-Effective Time service with the Company, its Subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent recognized by the Company immediately prior to the Effective Time). With respect to each Parent Surviving Corporation Plan that is a “welfare benefit plan” (as defined in under Section 3(1) of ERISA)ERISA which are made available to Continuing Employees in the plan year in which the Effective Time occurs, Parent the Surviving Corporation or its Subsidiaries subsidiaries shall (i) cause there to be waived any pre-existing condition or eligibility limitations to the same extent waived by the Company and its Subsidiaries under the comparable Company Plans and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations with respect to the plan year in which the Effective Time occurslimitations, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees, in each case Employees under similar plans maintained by the Company and its Subsidiaries subsidiaries immediately prior to the Effective Time. (c) Parent acknowledges and agrees that The provisions of this Section 6.6 are solely for the consummation benefit of the Merger respective parties to this Agreement and nothing in this Section 6.6, express or implied, shall constitute a “Change in Control” confer upon any Company Employee, or legal representative or beneficiary thereof, any rights or remedies, including any right to employment or continued employment for purposes of each Company Plan listed in Section 6.5(c) of the Company Disclosure Schedule. From and after the Effective Timeany specified period, Parent will honor, and will cause its Subsidiaries to honor, in accordance with its terms, each Company Plan listed in Section 3.10(a) of the Company Disclosure Schedule; provided, however, that nothing herein shall prevent the amendment, suspension or termination compensation or benefits of any Company Plan pursuant to its terms nature or interfere with the Parent’s or Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable Law. (d) Parent shall provide to Company Employees the severance benefits set forth in Section 6.5(d) of the Company Disclosure Schedule on the terms and conditions set forth therein, except with respect to any Person that is a party to a Change in Control Severance kind whatsoever under this Agreement. Nothing contained herein in this Section 6.6, expressed or implied, shall be construed to prevent Parent the Surviving Corporation or any of its affiliates from terminating or modifying to any extent or in any respect any benefit plan that the employment Surviving Corporation or any of any Company Employeeits affiliates may establish or maintain.

Employment and Employee Benefits Matters. (a) For a period of 12 months following the Effective Time, Parent shall, or shall cause the Surviving Corporation and any other applicable subsidiaries to, provide to the employees of the Company or any of its Subsidiariessubsidiaries who continue, for the period commencing at the Effective Time on and ending on the date that is 12 months after the Effective Time, to maintain for and provide to as employees of the Surviving Corporation or any Company Employee the compensation of its subsidiaries (“Continuing Employees”) base salary or wages, as applicable, any annual bonus opportunities and employee benefits maintained (excluding stock purchase plans and other equity-based plans, programs and benefits or special retention bonus arrangements) that, in the aggregate, are no less favorable than the base salary or wages, as applicable, any annual bonus opportunities and employee benefits (excluding stock purchase plans and other equity-based plans, programs and benefits or special retention bonus arrangements), in the aggregate, provided to the Company such Continuing Employees immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1) and at levels in the aggregate that are no less valuable than those maintained for and provided immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1); provided that incentive compensation will be discretionary or based on performanceAgreement. (b) As of and after To the Effective Timeextent permitted under applicable Law, Parent willshall, or will shall cause the Surviving Corporation its subsidiaries to, give Company Continuing Employees who are employed by Parent or its Subsidiaries immediately following the Effective Time full credit for purposes of eligibility and to participate, vesting and benefit accruals accrual (but not for purposes of benefit accruals under other than with respect to any defined benefit pension plan) under the employee benefit plans or to the extent this credit would result in a duplication of benefits for the same period of service and not where past service credit was not provided for other new participants in such Parent Plans), under any employee benefit (including vacation) 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 or any of their applicable subsidiaries in which such Continuing Employees may participate for the Company such Continuing Employees’ pre-Effective Time service with the Company, Company or its Subsidiaries and their predecessor entities (each, a “Parent Plan”) subsidiaries to the same extent recognized by the Company or such subsidiaries under the corresponding Company Plans for the same purpose immediately prior to the Effective Time. With . (c) To the extent permitted under applicable Law, with respect to each Parent Plan that is a any “welfare benefit planplans” (as defined in Section 3(1) of ERISA)) maintained by Parent, the Surviving Corporation or any of their applicable subsidiaries for the benefit of Continuing Employees on and after the Effective Time, Parent shall, or shall cause its Subsidiaries shall subsidiaries to, (i) cause there to be waived any eligibility requirements or pre-existing condition or eligibility limitations to the same extent waived by under comparable plans of the Company and its Subsidiaries under the comparable Company Plans subsidiaries and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations with in respect to of the plan year in which the Effective Time occurs, to claims incurred and amounts paid by, and amounts reimbursed to, by such Continuing Employees during such same year under the corresponding Company Plans for the same or similar purpose. (d) Nothing herein expressed or implied shall (i) confer upon any of the Company Employees, any rights or remedies (including, without limitation, any right to employment, or continued employment for any specified period) of any nature or kind whatsoever under or by reason of the Agreement or (ii) subject to the provisions of Section 6.5(a) above and Section 6.5(e) below, obligate Parent, the Surviving Corporation or any of their respective subsidiaries to maintain any particular Company Plan or grant or issue any equity-based awards or limit the ability of Parent to amend or terminate any of such Company Plans to the extent permitted thereunder in each case under similar plans maintained accordance with their terms. (e) For a period of one year following the Closing Date, Parent shall cause to be provided to Company Employees severance benefits in an amount and on terms and conditions no less favorable than the applicable severance benefits, if any, payable by the Company and its Subsidiaries immediately to Company Employees prior to the Effective Time. (c) Parent acknowledges and agrees that the consummation date of the Merger shall constitute a “Change in Control” for purposes of each Company Plan listed in Section 6.5(c) of this Agreement pursuant to the Company Disclosure Schedule. From and after the Effective Time, Parent will honor, and will cause its Subsidiaries to honor, in accordance with its terms, each Company Plan listed Severance Pay Policy identified in Section 3.10(a) of the Company Disclosure Schedule; provided, however, that nothing herein shall prevent the amendment, suspension or termination of any Company Plan pursuant to its terms or interfere with the Parent’s or Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable Law. (d) Parent shall provide to Company Employees the severance benefits set forth in Section 6.5(d) of the Company Disclosure Schedule on the terms and conditions set forth therein, except with respect to any Person that is a party to a Change in Control Severance Agreement. Nothing contained herein shall prevent Parent from terminating the employment of any Company Employee.

Employment and Employee Benefits Matters. (a) Parent The Parties acknowledge that nothing in this Agreement shall cause be construed as constituting an employment agreement between TBOP or any of its Affiliates and any officer or employee of Noah or an obligation on the Surviving Corporation part of TBOP or any of its Affiliates to employ any such officers or employees. (b) TBOP will honor the employment agreement of Xxxx as set forth at Noah Disclosure Schedule 6.3(b), subject to (i) the terms of any amendment to such agreement entered into between TBOP and its Subsidiariesthe officer of Xxxx who is a party to the employment agreement, for (ii) Xxxx or TBOP filing any required applications and certifications with the period commencing at Regulatory Authorities in order to obtain the approvals required by the following clause (iii), and (iii) the receipt prior to the Effective Time of the Merger of the determination of the FDIC that any golden parachute payment to be made under such agreements are permissible under Part 359 of the FDIC’s regulations, and ending on any other required approvals of the date that is 12 months after Regulatory Authorities. Xxxx Disclosure Schedule 6.3(b) includes a calculation of all potential payments and supporting data as detailed in the Effective Time, to maintain for and provide to any Company Employee the compensation and employee benefits maintained and provided to the Company Employees immediately prior to employment agreement calculated as of the date of this Agreement (subject and to modifications and increases permitted by Section 5.1) and at levels be updated in advance of the aggregate that are no less valuable than those maintained for and provided immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1); provided that incentive compensation will be discretionary or based on performanceClosing Date. (bc) As Except with respect to TBOP Employee Stock Ownership Plan and TBOP Change in Control Severance Plan, Xxxx employees who continue as employees of and TBOP after the Effective TimeTime of the Merger (“Continuing Employees”) shall receive, Parent willfor purposes of eligibility to participate, receive employer contributions and vesting under any TBOP 401(k) plan, credit for all service with Xxxx, or will cause the Surviving Corporation to, give Company Employees who are employed by Parent or any Noah Subsidiary and shall enter any TBOP 401(k) plan in accordance with its Subsidiaries immediately terms as soon as administratively feasible following the Effective Time full credit for purposes of eligibility and vesting and benefit accruals (but not for purposes of benefit accruals under any defined benefit pension plans or the Merger. No less than three business days prior to the extent this credit would result in a duplication of benefits for the same period of service and not where past service credit was not provided for other new participants in such Parent Plans), under any employee benefit (including vacation) plans, programs, policies and arrangements maintained for the benefit of Company Employees as of and after the Effective Time by Parentof the Merger, its Subsidiaries or Xxxx shall take all corporate and other actions required to terminate the Surviving Corporation for the Company Employees’ pre-Effective Time service with the Company, its Subsidiaries and their predecessor entities (each, a “Parent Plan”Noah 401(k) to the same extent recognized by the Company immediately Plan so that such termination date is prior to the Effective Time. With respect Xxxx shall provide a copy of such proposed actions to each Parent Plan that is a “welfare benefit plan” (as defined in Section 3(1) of ERISA), Parent or TBOP for its Subsidiaries shall (i) cause there to be waived any pre-existing condition or eligibility limitations to the same extent waived by the Company review and its Subsidiaries under the comparable Company Plans and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations with respect to the plan year in which the Effective Time occurs, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees, in each case under similar plans maintained by the Company and its Subsidiaries immediately approval no less than six business days prior to the Effective Time. (c) Parent acknowledges and agrees that the consummation proposed date of the Merger shall constitute a “Change in Control” for purposes of each Company Plan listed in Section 6.5(c) of the Company Disclosure Schedule. From and after the Effective Time, Parent will honor, and will cause its Subsidiaries to honor, in accordance with its terms, each Company Plan listed in Section 3.10(a) of the Company Disclosure Schedule; provided, however, that nothing herein shall prevent the amendment, suspension or termination of any Company Plan pursuant to its terms or interfere with the Parent’s or Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable Lawtermination. (d) Parent shall provide Prior to Company Employees the severance benefits set forth in Section 6.5(d) or as of the Company Disclosure Schedule on Effective Time of the terms and conditions set forth thereinMerger, Xxxx shall terminate, except to the extent not consistent with law, Xxxx’s health and welfare benefit plans, programs, and insurance. Continuing Employees will become eligible to participate in the medical, dental, health or disability plan maintained by TBOP or any of its Affiliates. TBOP or any of its Affiliates, as applicable, shall cause each such plan that shall be implemented as a replacement plan to such Noah plan that is terminating to (i) waive any preexisting condition limitations to the extent such conditions for such participant are covered under the applicable Noah medical, health, dental or disability plans and (ii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to such employee on or after the plan enrollment date, unless such employee had not yet satisfied any similar limitation or requirement under the analogous Noah Employee Plan prior to the enrollment date. (e) Until the Effective Time of the Merger, Xxxx shall be liable for all obligations for continued health coverage pursuant to Section 4980B of the Code and Section 601 through 609 of ERISA (“COBRA”) with respect to each Noah qualifying beneficiary (as defined in COBRA) who incurs a qualifying event (as defined in COBRA) before the Effective Time of the Merger. TBOP shall be liable for (i) all obligations for continued health coverage under COBRA with respect to each Xxxx qualified beneficiary (as defined in COBRA) who incurs a qualifying event (as defined in COBRA) from and after the Effective Time of the Merger, and (ii) for continued health coverage under COBRA from and after the Effective Time of the Merger for each Xxxx qualified beneficiary who incurs a qualifying event before the Effective Time of the Merger. (f) Employees of Xxxx, except the Named Officers (as such term defined in Section 11.1), as of the date of the Agreement who remain employed by Xxxx as of the Effective Time of the Merger and whose employment is terminated by TBOP (absent termination for Cause as defined herein) within three (3) months after the Effective Time of the Merger shall receive severance pay equal to two (2) weeks of base weekly pay for each year of employment service completed with Xxxx or any Person that is Xxxx Xxxxxxxxxx, prior to the Effective Time of the Merger, with a party minimum severance payment to an individual equal to four (4) weeks of base pay and a Change maximum payment equal to the lesser of (i) $40,000 or (ii) 26 weeks of base pay. Such severance pay will be made at regular payroll intervals and shall be conditioned upon employee’s execution and delivery to TBOP of a release of claims in Control Severance Agreementthe form satisfactory to TBOP and the expiration of all applicable statutory revocation periods. Nothing contained herein shall prevent Parent from terminating the employment Such severance payments will be in lieu of any Company Employeeseverance pay plans that may be in effect at Noah prior to the Effective Time of the Merger. “Cause”, for purposes of this paragraph, shall mean (i) the willful and continued failure by the employee to perform (other than by reason of disability) his or her material duties for TBOP after at least one warning in writing from TBOP or its designee identifying specifically any such failure; (ii) willful misconduct of any type by the employee, including, but not limited to, the disclosure or improper use of confidential information which causes material injury to either or both of TBOP or any of its Affiliates, as specified in a written notice to the employee from TBOP or its designee; or (iii) the employee’s conviction of a crime (other than a traffic violation), habitual drunkenness, drug abuse, or excessive absenteeism (other than for illness), after a warning (with respect to drunkenness or absenteeism only) in writing from TBOP or its designee to refrain from such behavior. The Named Officers set forth on TBOP Disclosure Schedule 6.3(f) who remain employed by Xxxx as of the Effective Time of the Merger and whose employment is terminated by TBOP (absent termination for cause as defined herein) within three (3) months after the Effective Time of the Merger shall receive severance pay set forth on TBOP Disclosure Schedule 6.3(f).

Employment and Employee Benefits Matters. (a) Parent shall cause Section 3.14(a) of the Surviving Corporation Disclosure Schedules sets forth a true and complete list of each material Seller Plan, material Subsidiary Plan and each material Employment Agreement. Seller has previously made available to Buyer a true and complete copy of each writing (and a summary of any material oral Subsidiary Plan) constituting a part of each material Subsidiary Plan and a summary of each material Seller Plan. To the Knowledge of Seller, neither Seller nor any of its Affiliates (including the Business Subsidiaries) has communicated to any current or former Business Employee any intention or commitment to materially amend or modify any material Seller Plan or material Subsidiary Plan or to establish or implement any other material employee or retiree benefit or material compensation plan or arrangement. (b) Each Subsidiary Plan and Seller Plan in which a Business Employee participates that is intended to be qualified under Section 401(a) of the Code (each, a “Qualified Plan”) has received a favorable determination letter from the IRS that it is so qualified and that has not been revoked, or the remedial amendment period under Section 401(b) of the Code and IRS Revenue Procedure 2005-66 has not expired, and to the Knowledge of Seller, no fact or event has occurred that would reasonably be expected to adversely affect such qualification. (c) Except as would not reasonably be expected to result in a material liability of the Business following the Closing, (i) no Controlled Group Liability has been incurred by any Business Subsidiary nor, to the Knowledge of Seller, do any circumstances exist that could reasonably be expected to result in Controlled Group Liability for any of the period commencing Business Subsidiaries following the Closing; (ii) neither Seller nor any of its ERISA Affiliates has at any time during the Effective last six (6) years, contributed to or been obligated to contribute to any “multiemployer plan” (within the meaning of Section 3(37) of ERISA) or “multiple employer plan” (within the meaning of Section 413(c) of the Code) or incurred any liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as those terms are defined in Part I of Subtitle E of Title IV of ERISA, that has not been satisfied in full; and (iii) neither Seller nor any ERISA Affiliates has engaged in any transaction described in Section 4069 or Section 4204 of ERISA. No Subsidiary Plan is subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code. (d) Other than routine claims for benefits, there are no legal proceedings pending or Governmental Authority audits or investigations or, to the Knowledge of Seller, threatened (i) with respect to any Subsidiary Plan or (ii) by or on behalf of any current or former Business Employee relating to his or her employment, termination of employment, compensation or benefits which could reasonably be expected to give rise to a material liability of the Business after the Closing Date. Except as could not reasonably be expected to give rise to a material liability of the Business after the Closing Date, there are no inquiries, investigations, audits or proceedings pending or, to the Knowledge of Seller, threatened by any Governmental Authority with respect to any Subsidiary Plan or any related trust. (e) Each material Subsidiary Plan and material Employment Agreement has been operated and administered in all material respects in accordance with its terms and the requirements of all applicable Laws; and (ii) each material Subsidiary Plan subject to the laws of any jurisdiction outside of the United States (A) if it is intended to qualify for special tax treatment, meets the requirements for such treatment in all material respects, and (B) if it is intended to be funded and/or book-reserved is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions or applicable Law. Paid Time and ending Off accrued by any Transferred Employee as of the Closing Date has been accrued in all material respects on the date that Business Subsidiaries’ special-purpose statement of assets to be sold and liabilities to be assumed or is 12 months after included or contemplated in all material respects in the Effective Timeannual budget presented to Buyer. (f) No Business Subsidiary has any material liability to provide, and no Subsidiary Plan provides, or has any material liability to provide, retiree life insurance, retiree health or other retiree welfare benefits to any person for any reason, except as may be required by applicable Law, and, none of Seller nor, to maintain for and provide the Knowledge of Seller, any Business Subsidiary, has ever represented, promised or contracted orally or in writing to any Company current or former Business Employee the compensation and employee benefits maintained and or any dependent or beneficiary of such Business Employee that such individual would be provided with retiree life insurance, retiree health or other retiree welfare benefit, except to the Company Employees immediately prior to extent required by applicable Law. (g) Section 3.14(g) of the Disclosure Schedules lists all collective bargaining agreements, union contracts, employee representation agreements, and similar agreements or arrangements in effect on the date of this Agreement (subject to modifications and increases permitted by Section 5.1) and at levels in the aggregate that are no less valuable than those maintained for and provided immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1); provided that incentive compensation will be discretionary or based on performance. (b) As of and after the Effective Time, Parent will, or will cause the Surviving Corporation to, give Company Employees who are employed by Parent or its Subsidiaries immediately following the Effective Time full credit for purposes of eligibility and vesting and benefit accruals (but not for purposes of benefit accruals under any defined benefit pension plans or to the extent this credit would result in a duplication of benefits for the same period of service and not where past service credit was not provided for other new participants in such Parent Plans), under any employee benefit (including vacation) 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’ pre-Effective Time service with the Company, its Subsidiaries and their predecessor entities (each, a “Parent PlanCollective Bargaining Agreement”) that cover any Business Employees. There are no formal organizational campaigns, petitions or other material unionization activities seeking recognition of a bargaining unit in the Business. There are no material unfair labor practice charges or other material complaints or union representation questions pending or, to the same extent recognized by Knowledge of Seller, threatened before any labor board or Governmental Authority which would reasonably be expected to result in a material liability of the Company immediately prior Business following the Closing. There are no material strikes, slowdowns or work stoppages pending or, to the Effective Time. With respect Knowledge of Seller, threatened, and no such strike, slowdown or work stoppage has occurred during the past three years. (h) Except as would not reasonably be expected to result in a material liability of the Business following the Closing, each Parent Plan that Business Subsidiary is a in compliance in all material respects with all applicable Laws respecting employment, fair employment practices, terms and conditions of employment, workers compensation, employee leave issues, wages and hours, occupational safety and health and fair labor standards, including race, age, sex, religion, color, national origin, disability and sexual orientation, including the obligations under the Worker Adjustment and Retraining Notification Act of 1988, as amended (“welfare benefit plan” (WARN”) and any similar state or local laws, and all individuals who provide services to the Business have been accurately classified with regard to such services as defined in Section 3(1) of ERISA), Parent employees or its Subsidiaries shall non-employees. (i) cause there None of the Business Subsidiaries is subject to be waived any pre-existing condition pending, or eligibility limitations to the same extent waived by the Company and its Subsidiaries under the comparable Company Plans and (ii) give effectKnowledge of Seller, threatened investigation from any labor inspection or similar Governmental Authority which would reasonably be expected to result in determining any deductible and maximum out-of-pocket limitations with respect material liability to the plan year in which the Effective Time occurs, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees, in each case under similar plans maintained by the Company and its Subsidiaries immediately prior to the Effective TimeBusiness Subsidiaries. (cj) Parent acknowledges Neither the execution and agrees that delivery of this Agreement nor the consummation of the Merger shall constitute transactions contemplated hereby will (either alone or in conjunction with any other event) result in, or cause (i) any current or former Business Employee to be entitled to severance pay or any other payment (except pursuant to an Employment Agreement or severance arrangement disclosed in the Disclosure Schedules), (ii) the accelerated vesting, funding or delivery of, any payment or benefit or increase the amount payable to any Business Employee or any other material obligation under a “Change Subsidiary Plan, (iii) result in Control” for purposes any forgiveness of each Company Plan listed indebtedness, trigger any funding obligation under any Subsidiary Plan, (iv) result in a payment or benefit to any Business Employee that would not be deductible under Section 6.5(c) 280G of the Company Disclosure Schedule. From and after Code or (v) limit the Effective Time, Parent will honor, and will cause its right of the Business Subsidiaries to honoramend, in accordance with its termsmerge or terminate any Subsidiary Plan or related trust. No person is entitled to receive any additional payment (including any tax gross-up, each Company Plan listed in Section 3.10(aindemnity, or other payment) from the Business Subsidiaries as a result of the Company Disclosure Schedule; provided, however, that nothing herein shall prevent the amendment, suspension or termination of any Company Plan pursuant to its terms or interfere with the Parent’s or Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable Law. (d) Parent shall provide to Company Employees the severance benefits set forth in Section 6.5(d) imposition of the Company Disclosure Schedule on excise taxes required by section 4999 of the terms and conditions set forth therein, except with respect to Code or any Person that is a party to a Change in Control Severance Agreement. Nothing contained herein shall prevent Parent from terminating taxes required by Section 409A of the employment of any Company EmployeeCode.

Employment and Employee Benefits Matters. (a) Parent shall will, and will cause the Surviving Corporation and each of its other Subsidiaries to, maintain for each individual employed by the Company as of immediately prior to the Effective Time (each, a “Current Employee”), for the one-year period following the Effective Time, or if sooner, the termination of employment of the applicable Current Employee, (i) base compensation and cash incentive compensation opportunity at least as favorable as that provided to the Current Employee as of immediately prior to the Effective Time, and (ii) employee benefits that are substantially comparable in the aggregate to the employee benefits maintained for and provided to the Current Employees as of immediately prior to the Effective Time and (iii) severance benefits that are at least as favorable as the severance benefits provided by the Company to the Current Employee as of immediately prior to the Effective Time (with the comparison of benefits under clause (ii) determined with reference to benefits other than equity compensation and other forms of equity incentive-based compensation, defined benefit pension plans, and retiree welfare benefits). Each of the Company, Parent and Purchaser acknowledges that the occurrence of the Acceptance Time will constitute a change in control (or other similar term) of the Company under the terms of the Company Plans containing provisions triggering payment, vesting or other rights upon a change in control or similar transaction. (b) At any time period to the Acceptance Time, the Company may pay to each designated employee a bonus in such amount as is determined by the Company Board (or a committee of the Company Board) within the parameters disclosed in Section 6.4(b) of the Company Disclosure Letter. (c) Parent will, and will cause the Surviving Corporation to, cause service rendered by Current Employees to the Company prior to the Effective Time to be taken into account for the purposes of eligibility and vesting (but not for accrual of benefits other than determining the level of vacation pay accrual and severance benefits) under all employee benefit plans of Parent, the Surviving Corporation and its Subsidiaries, for the period commencing at the Effective Time and ending on the date that is 12 months after the Effective Time, to maintain for and provide to any Company Employee the compensation and employee benefits maintained and provided to the same extent as such service was taken into account under the corresponding Company Employees Plans immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1) and at levels in the aggregate that are no less valuable than those maintained for and provided immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1); provided that incentive compensation will be discretionary or based on performance. (b) As of and after the Effective Time, Parent will, or will cause the Surviving Corporation to, give Company Employees who are employed by Parent or its Subsidiaries immediately following the Effective Time full credit for purposes of eligibility and vesting and benefit accruals (but those purposes; provided, that, the foregoing will not for purposes of benefit accruals under any defined benefit pension plans or apply to the extent this credit that its application would result in a duplication of benefits for with respect to the same period of service and not where past service credit was not provided service. Without limiting the generality of the foregoing, Parent will use commercially reasonable efforts to cause the Surviving Corporation to waive any eligibility requirements, waiting periods, actively-at-work requirements or pre-existing condition limitations for other new participants in such Parent Plans), Current Employees under any employee benefit (including vacation) plans, programs, policies and arrangements maintained for the benefit plan of Company Employees as of and after the Effective Time by Parent, its Subsidiaries or the Surviving Corporation for the Company Employees’ pre-Effective Time service with the Company, or its Subsidiaries and their predecessor entities (each, a “Parent Plan”) for any condition for which they would have been entitled to coverage under the same extent recognized by the corresponding Company immediately Plan in which they participated 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)will, Parent or its Subsidiaries shall (i) and will cause there to be waived any pre-existing condition or eligibility limitations to the same extent waived by the Company Surviving Corporation and its Subsidiaries to, use commercially reasonable efforts to give such Current Employees credit under such employee benefit plans for any eligible expenses incurred by such Current Employees and their covered dependents under a Company Plan during the comparable Company Plans and (ii) give effectportion of the year prior to the Effective Time for purposes of satisfying all co-payment, in determining any deductible co-insurance, deductibles, and maximum out-of-pocket limitations with requirements applicable to such Current Employees and their covered dependents in respect to of the plan year in which the Effective Time occurs. (d) If requested by Parent at least five (5) Business Days prior to the Closing, the Company shall, effective no later than the day immediately preceding the Closing Date (the “401(k) Plan Termination Date”) and contingent upon the Closing, adopt such necessary resolutions and any amendments required by Law to claims incurred the G1 Therapeutics 401(k) Plan (the “401(k) Plan”) to terminate the 401(k) Plan as of the 401(k) Plan Termination Date. The form and amounts paid bysubstance of such resolutions and any necessary amendments required by Law shall be subject to the prior review of Parent, and amounts reimbursed to, the Company Employees, shall consider in each case under similar plans maintained good faith any comments made by Parent or Parent’s Representatives regarding the content of such documents. The Company shall deliver to Parent an executed copy of such resolutions and any necessary amendments as soon as practicable prior to the Closing Date following their adoption by the Company and Board. If the 401(k) Plan is so terminated as of the 401(k) Plan Termination Date, (i) Parent, or its Subsidiaries Affiliates, shall use commercially reasonable efforts to permit each Current Employee who, as of immediately prior to the Effective TimeClosing, participates in the 401(k) Plan to make rollover contributions of eligible rollover distributions, including plan loans, to a tax-qualified defined contribution retirement plan maintained by Parent or its Affiliate (the “Parent 401(k) Plan”) and (ii) use commercially reasonable efforts to provide that each Current Employee shall be eligible to participate in the Parent 401(k) Plan as of the Closing Date. (ce) Without limiting the generality of Section 9.6, no provision of this Agreement (i) prohibits Parent acknowledges and agrees that or the consummation of the Merger shall constitute a “Change in Control” for purposes of each Surviving Corporation from amending or terminating any individual Company Plan listed in Section 6.5(c) of the Company Disclosure Schedule. From and after the Effective Time, Parent will honor, and will cause its Subsidiaries to honor, or any other employee benefit plan in accordance with its terms, each Company Plan listed in Section 3.10(a(ii) requires Parent or the Surviving Corporation to keep any Person employed for any period of time, (iii) constitutes the Company Disclosure Schedule; providedestablishment or adoption of, howeveror amendment to, that nothing herein shall prevent the amendment, suspension or termination of any Company Plan pursuant to its terms or interfere with the Parent’s other employee benefit plan or Surviving Corporation’s right (iv) confers upon any Current Employee or obligation to make such changes as are necessary to conform with applicable Lawany other Person any third-party beneficiary or similar rights or remedies. (d) Parent shall provide to Company Employees the severance benefits set forth in Section 6.5(d) of the Company Disclosure Schedule on the terms and conditions set forth therein, except with respect to any Person that is a party to a Change in Control Severance Agreement. Nothing contained herein shall prevent Parent from terminating the employment of any Company Employee.

Employment and Employee Benefits Matters. (a) Without limiting any additional rights that any Company Employee may have under any Company Plan, Parent shall cause the Surviving Corporation and each of its Subsidiariessubsidiaries, for a period commencing at the Effective Time and ending on the first anniversary thereof, to maintain the severance-related provisions of existing Company Plans and to provide 100% of the severance payments and benefits required thereunder to be provided any Company Employee with respect to those individuals who are active employees of the Company as of immediately prior to the Effective Time (the “Continuing Employees”) who are terminated during that twelve (12) month period. (b) Without limiting any additional rights that any Continuing Employee may have under any Company Plan, Parent shall cause the Surviving Corporation and each of its subsidiaries, for the period commencing at the Effective Time and ending on the date that is 12 months after the Effective Timefirst anniversary thereof, to maintain for any Continuing Employee during his or her employment (i) compensation levels (such term to include salary and provide wages, target short-term bonus opportunities and commission formulas but to any Company Employee exclude long- term cash compensation, equity or equity-based compensation and change-in-control benefits or features) that are in the aggregate no less favorable than the compensation and employee benefits maintained and levels provided to the Company Employees such Continuing Employee immediately prior to the date of this Agreement Effective Time and (subject to modifications ii) employee benefits (and increases permitted by Section 5.1the costs thereof) and at levels that are substantially comparable in the aggregate that are no less valuable than those maintained for and to the employee benefits provided to such Company Employee immediately prior to the date of this Agreement (Effective Time; provided however, subject to modifications and increases permitted by the foregoing, that nothing herein shall prevent the amendment or termination of any Company Plan or subject to Section 5.1); provided that incentive compensation will be discretionary 6.6(a) interfere with the Surviving Corporation’s right or based on performanceobligation to make such changes. (bc) As of and after the Effective Time, Parent will, or will cause the Surviving Corporation to, give Company Continuing Employees who are employed by Parent or its Subsidiaries immediately following the Effective Time full credit for purposes of eligibility and vesting and benefit accruals (but not for purposes of benefit accruals under any defined benefit pension plans or other than determining the levels of vacation pay and severance pay, and not to the extent this credit would result in a duplication of benefits for the same period of service and not where past service credit was not provided for other new participants in such Parent Plansservice), under any employee compensation and incentive plans, benefit (including vacation) plans, programs, policies and arrangements maintained for the benefit of Company Continuing Employees as of and after the Effective Time by Parent, its Subsidiaries subsidiaries or the Surviving Corporation for the Company Continuing Employees’ pre-Effective Time service with the Company, its Subsidiaries subsidiaries and their predecessor entities (each, a “Parent Plan”) ), in each case in which the Continuing Employee participated or was eligible to participate immediately prior to the Effective Time or is eligible or commences to participate in at any time following the Effective Time, to the same extent recognized by the 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), the Parent or its Subsidiaries subsidiaries shall (i) cause there to be waived any pre-existing condition or eligibility limitations to the same extent waived by the Company and its Subsidiaries under the comparable Company Plans and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations with respect to the plan year in which the Effective Time occurslimitations, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees, in each case Continuing Employees under similar plans maintained by the Company and its Subsidiaries subsidiaries immediately prior to the Effective Time. (cd) Parent acknowledges and agrees that the consummation of the Merger shall constitute a “Change in Control” for purposes of each Company Plan listed in Section 6.5(c) of the Company Disclosure Schedule. From and after the Effective Time, Parent will honor, and will cause its Subsidiaries subsidiaries to honor, in accordance with its terms, (y) each employment, change in control, severance and termination protection plan, policy or agreement of or between the Company Plan listed or any of its subsidiaries and any officer, Director or employee of that company, in Section 3.10(aeach case in effect as of the Effective Time and (z) all obligations pursuant to outstanding restoration plans, equity-based plans, programs or agreements, bonus plans or programs, bonus deferral plans, vested and accrued benefits under any employee benefit plan, program or arrangement of the Company Disclosure Scheduleor its subsidiaries and similar employment compensation and benefit arrangements and agreements in effect as of the Effective Time; provided, provided however, that subject to Section 6.6(a), nothing herein shall prevent the amendment, suspension amendment or termination of any Company Plan pursuant to its terms or interfere with the Parent’s or Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable Lawchanges. (de) In the event that the Closing occurs during 2015, all fiscal year 2015 bonus amounts under annual bonus cash incentive plans of the Company and its subsidiaries, will be calculated consistent with past practice and paid in the ordinary course of business. Such fiscal year 2015 bonus amounts shall be paid in the ordinary course of business but no later than March 15, 2016 (and, so long as an employee of the Company or its subsidiaries was employed as of the Closing Date and was not thereafter terminated for “cause”, without regard to whether such employee is employed on the payment date). In the event that such fiscal year 2015 bonuses are paid prior to the Closing, the Company shall provide Parent with a list of the individual proposed bonus awards at least five (5) business days prior to paying such bonuses and, to the extent that any proposed bonus awards are discretionary in nature, the Company shall consider in good faith Parent’s view with respect to such discretionary bonus awards. (f) Parent shall provide cause the Surviving Corporation and each of its subsidiaries, for a period commencing at the Effective Time and ending ninety days thereafter, to Company Employees not effectuate a “plant closing” or “mass layoff” as those terms are defined in the severance benefits set forth Worker Adjustment and Retraining Notification Act of 1988 (together with any similar state or local law, “WARN”) affecting in whole or in part any site of employment, facility, operating unit or Continuing Employee, without complying with all provisions of WARN. (g) This Section 6.5(d) 6.6 shall be binding upon and inure solely to the benefit of each of the parties to this Agreement, and nothing in this Section 6.6, expressed or implied, is intended to confer upon any other person any rights or remedies of any nature whatsoever under or by reason of this Section 6.6. Without limiting the foregoing, no provision of this Section 6.6 shall create any third party beneficiary rights in any Company Disclosure Schedule on the terms and conditions set forth therein, except with Employee in respect to of continued employment (or resumed employment) or any Person that is a party to a Change in Control Severance Agreementother matter. Nothing contained herein shall prevent Parent from terminating the employment of be construed to establish, amend or modify any Company EmployeePlan.

Employment and Employee Benefits Matters. (a) Parent shall cause the Surviving Corporation and its Subsidiaries, for the period commencing at the Effective Time and ending on the date that is 12 months after the Effective Time, to maintain for and provide to any Company Employee the compensation and employee benefits maintained and provided to the Company Employees immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1) and at levels in the aggregate that are no less valuable than those maintained for and provided immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1); provided that incentive compensation will be discretionary or based on performance. (b) As of From and after the Effective Time, Parent willthe Acquiror shall assume and honor, or will shall cause the Surviving Corporation toto assume and honor, give Company Employees who are employed by Parent or its Subsidiaries immediately following the Effective Time full credit for purposes obligations of eligibility and vesting and benefit accruals (but not for purposes of benefit accruals under any defined benefit pension plans or to the extent this credit would result in a duplication of benefits for the same period of service and not where past service credit was not provided for other new participants in such Parent Plans), under any employee benefit (including vacation) 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’ pre-Effective Time service with the Company, its Subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent recognized by the 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 or its Subsidiaries shall (i) cause there to be waived any pre-existing condition or eligibility limitations to the same extent waived by the Company and its Subsidiaries under the comparable all existing Company Plans and the Acquiror or the Surviving Corporation, as the case may be, shall perform the obligations of the Company and its Subsidiaries under such Company Plans in the same manner and to the same extent that the Company and its Subsidiaries would have been required to perform hereunder; provided, however, that, except as otherwise explicitly provided herein, nothing herein shall be construed to prevent, on or following the Effective Time, (i) the termination of employment of any individual who immediately prior to the Effective Time was an employee of the Company or any of its Subsidiaries (such employees, the “Company Employees”) or (ii) give effectthe amendment or termination of any Company Plan to the extent permitted by the terms thereof and applicable law. (b) For a period of one year following the Effective Time, the Acquiror shall, or shall cause the Surviving Corporation to arrange for each Company Employee that was participating in any of the Plans of the Company immediately before the Effective Time to receive employee benefits and compensation which shall be no less favorable, in determining the aggregate, to the benefits that were provided to the Company Employees prior to the Effective Time either by: (i) continuing the compensation and employee benefit plans provided to the Company Employees by the Company prior to the Effective Time (the “Existing Plans”) or (ii) enrolling the Company Employee in the Acquiror’s compensation and benefit plans as provided for in this Section 6.5 (the “Counterpart Plans”). Such participants shall receive full credit for years of service with the Company or any deductible Subsidiary prior to the Effective Time for all purposes for which such service was recognized under the Plans. If Company Employees participate in Counterpart Plans for purposes of satisfying the obligations under this Section 6.5, Acquiror shall, or shall cause one of its subsidiaries to, waive all pre-existing conditions (to the extent waived under the applicable employee welfare benefit plans of the Company) otherwise applicable to employees of the Company under the Counterpart Plans. Acquiror shall give credit under those of its Counterpart Plans that are welfare benefit plans for all co-payments, waiting periods, deductibles and maximum out-of-pocket limitations with maximums satisfied by employees (and their eligible dependents) of the Company and the Subsidiaries, in respect to of the plan calendar year in which the Effective Time occurs. Notwithstanding the forgoing, to claims incurred and amounts paid by, and amounts reimbursed to, Company EmployeesAcquiror may continue one or more of the Plans, in each which case under similar plans maintained by the Company and Acquiror shall have satisfied its Subsidiaries immediately prior obligations hereunder with respect to the Effective Timebenefits so provided if the terms of the Plans which are continued are no less favorable, as a whole, than the terms of the Counterpart Plans (as applicable). (c) Parent The Acquiror acknowledges and agrees that a “change of control” or a “change in control,” as that term is used in any Company Plan that contains such term, shall occur at the consummation Effective Time. Without limiting the generality of the Merger shall constitute a “Change in Control” for purposes of each Company Plan foregoing, Acquiror agrees that, under the agreements with the individuals listed in Section 6.5(c) of the Company Disclosure Schedule. From and after , the Effective Time, Parent Merger will honor, and will cause its Subsidiaries to honor, constitute a “change in accordance with its terms, each Company Plan listed in Section 3.10(a) of the Company Disclosure Schedule; provided, however, that nothing herein shall prevent the amendment, suspension or termination of any Company Plan pursuant to its terms or interfere with the Parent’s or Surviving Corporation’s right or obligation to make control” (as such changes as are necessary to conform with applicable Lawterm is defined under such agreements). (d) Parent For the period beginning on the Effective Time and ending on the Plan Conversion Date (as hereinafter defined), the Acquiror shall cause the Surviving Corporation to maintain those Company Plans that provide to medical, prescription drug, dental, vision and disability benefits for active Company Employees Employees. For purposes of this Section 6.6(d), “Plan Conversion Date” shall mean the severance benefits set forth in Section 6.5(d) first day of the Company Disclosure Schedule on first plan year following the terms and conditions set forth therein, except with respect to any Person that is a party to a Change in Control Severance Agreement. Nothing contained herein shall prevent Parent from terminating Effective Time of the employment of any Company Employeehealth plans for the Acquiror’s similarly situated employees.

Employment and Employee Benefits Matters. (a) Parent shall cause the Surviving Corporation and each of its Subsidiaries, for the period commencing at the Effective Purchase Time and ending on the date that is 12 months after the Effective Timefirst anniversary thereof, to maintain for the individuals employed by the Company at the Purchase Time (the “Current Employees”) compensation and provide benefits provided under employee benefit plans of Parent that are at least as favorable in the aggregate to any Company Employee the compensation and employee benefits maintained for and provided to the Company Current Employees as a group immediately prior to the date of this Agreement Purchase Time (subject to modifications and increases permitted by Section 5.1) and at levels in the aggregate it being understood that are no less valuable than those maintained for and provided immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1equity based compensation may be replaced with cash incentive plans); provided that incentive compensation will be discretionary or based on performance. (b) As of and after the Effective Time, Parent will, or will cause the Surviving Corporation to, give Company Employees who are employed by Parent or its Subsidiaries immediately following the Effective Time full credit for purposes of eligibility and vesting and benefit accruals (but not for purposes of benefit accruals under any defined benefit pension plans or to the extent this credit would result in a duplication of benefits for the same period of service and not where past service credit was not provided for other new participants in such Parent Plans), under any employee benefit (including vacation) 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’ pre-Effective Time service with the Company, its Subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent recognized by the 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 or its Subsidiaries shall (i) cause there to be waived any pre-existing condition or eligibility limitations to the same extent waived by the Company and its Subsidiaries under the comparable Company Plans and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations with respect to the plan year in which the Effective Time occurs, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees, in each case under similar plans maintained by the Company and its Subsidiaries immediately prior to the Effective Time. (c) Parent acknowledges and agrees that the consummation of the Merger shall constitute a “Change in Control” for purposes of each Company Plan listed in Section 6.5(c) of the Company Disclosure Schedule. From and after the Effective Time, Parent will honor, and will cause its Subsidiaries to honor, in accordance with its terms, each Company Plan listed in Section 3.10(a) of the Company Disclosure Schedule; provided, however, that that, subject to the Section 6.4(d), nothing herein in this Section 6.4 shall prevent the amendment, suspension amendment or termination of any Company Plan pursuant to its terms or interfere with the Parent’s or Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable Law. Nothing in this Section 6.4 shall limit the right of Parent, the Surviving Corporation or any of their Subsidiaries to terminate the employment of any Current Employee at any time. (b) Parent will, and will cause the Surviving Corporation to, cause service rendered by Current Employees of the Company prior to the Purchase Time to be taken into account for all purposes of vesting and eligibility and accrual of benefits purposes (except for benefit accrual under (i) any defined benefit pension plan, if applicable, and (ii) newly established employee benefit plans of Parent, the Surviving Corporation and its Subsidiaries for which employees of Parent, the Surviving Corporation and its Subsidiaries do not receive service credit) under employee benefit plans of Parent, the Surviving Corporation and its Subsidiaries, to the same extent as such service was taken into account under the corresponding Company Plans of the Company for those purposes. Current Employees will not be subject to any pre-existing condition limitation under any health employee benefit plan of Parent, the Surviving Corporation or its Subsidiaries for any condition for which they would have been entitled to coverage under the corresponding Company Plan in which they participated prior to the Purchase Time. Parent will, and will cause the Surviving Corporation and its Subsidiaries, to give such Current Employees credit under such employee benefit plans for copayments made and deductibles satisfied prior to the Purchase Time. (c) Section 6.4(a) and (b) shall be binding upon and inure solely to the benefit of each of the parties to this Agreement, and nothing in Section 6.4(a) or (b), express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of Section 6.4(a) or (b) or is intended to be, shall constitute or be construed as an amendment to or modification of any employee benefit plan or arrangement of Parent, the Surviving Corporation or any of their Affiliates or limit in any way the right of Company, Parent, the Surviving Corporation or any of their Affiliates to amend, modify or terminate any of its respective employee benefit plans or arrangements. (d) Parent shall provide cause the Surviving Corporation and each of its Subsidiaries, for a period commencing on the Purchase Time and ending on the first anniversary of the Purchase Time, to Company Employees maintain without amendment adverse to participants, and to honor, the severance benefits set forth in Company’s Severance Pay Plan, as amended, as described on Section 6.5(d6.4(d) of the Company Disclosure Schedule on (the terms and conditions set forth therein“Severance Program”). In respect of the annual cash bonus payable to the Current Employees for service rendered in fiscal year 2008, except Parent shall pay or cause to be paid to (i) each such employee who remains employed through December 31, 2008 a cash bonus that is not lower than (x) one hundred percent (100%) of such employee’s target annual cash bonus for fiscal year 2008 or (y) with respect to any Person Current Employees who participate in annual cash incentive programs for employees outside of the United States, the annual cash bonus which would have otherwise been payable to such Current Employee under the applicable annual cash incentive program pursuant to the terms thereof, and (ii) each such employee whose employment is terminated without Cause (as defined in the Company 2005 Incentive Plan or in the case of a Company Employee who is party to a Relevant Agreement that is a change of control agreement or employment agreement, as defined in the applicable Relevant Agreement) or in the case of a Company Employee who is party to a Change Relevant Agreement that is a change of control agreement or employment agreement, who resigns for Good Reason (as defined in Control Severance the applicable Relevant Agreement), in each case, on or after the Purchase Date but prior to December 31, 2008 a cash bonus no lower than that which would have been determined under clause (i) of this sentence, prorated to reflect the partial year of service (such payments collectively, the “Bonus Obligations”). Nothing contained herein The amount set forth in the previous sentence shall prevent be offset, if applicable, by any amount paid pursuant to the terms of the Company’s annual cash incentive compensation programs with respect to fiscal year 2008. As of the Closing, Parent shall or shall cause the Surviving Corporation (i) to honor, assume expressly and agree to perform the Company Plans set forth in Section 6.4(d) of the Company Disclosure Schedule (the “Relevant Agreements”) without amendment other than in accordance with the terms of the Relevant Agreements, in the case of the Relevant Agreements that are change of control agreements or employment agreements, and without amendment adverse to participants with respect to benefits accrued through the Purchase Time, in the case of all other Relevant Agreements and (ii) to guarantee the due, prompt and faithful performance and discharge by, and compliance with, all of the obligations, covenants, terms, conditions and undertakings of the Company under the Relevant Agreements. This Section 6.4(d) shall survive the consummation of the Offer and the Merger and be binding on Parent and its respective successors and assigns. If Parent or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity resulting from terminating such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the employment successors and assigns of any Company EmployeeParent shall assume the applicable obligations set forth in this Section 6.4(d) .

Employment and Employee Benefits Matters. (a) Parent shall cause Without limiting any additional rights that any Company Employee may have under any Company Plan, the Surviving Corporation and each of its Subsidiariessubsidiaries, as applicable, shall honor and perform those pre-existing change-in-control agreements set forth in Section 3.10(a) of the Company Disclosure Schedule and maintain, for the period commencing at the Effective Time and ending on the date that on which the protected period during which the Company Employee would receive benefits if his or her employment is 12 months after terminated for “Good Reason” or “Without Cause”, as specified in each such change-in-control agreements, lapses or expires (the Effective Time“Protected Period”), the severance-related and other provisions thereof and to maintain for provide 100% of the severance payments and provide benefits provided thereunder to be delivered to any Company Employee the compensation whose employment is terminated during such Protected Period pursuant to circumstances that would give rise to severance payments and employee benefits maintained and provided to the Company Employees immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1) and at levels in the aggregate that are no less valuable than those maintained for and provided immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1); provided that incentive compensation will be discretionary or based on performanceunder such change-in-control agreements. (b) As of and after the Effective Time, Parent will, or will cause the Surviving Corporation to, shall give Company Employees who are employed by Parent or its Subsidiaries immediately following the Effective Time full credit for purposes of eligibility eligibility, participation, and vesting (other than vesting under future equity awards and benefit accruals (but not for purposes of benefit accruals under any defined benefit pension plans or as defined in Section 3(2) of ERISA, to the extent this credit would result in a duplication of benefits for the same period of service and not where past service credit was not provided for other new participants in such Parent Plansservice), under any employee compensation and incentive plans, benefit (including vacation) plans, programs, policies and arrangements maintained for the benefit of Company Employees as of and after the Effective Time by Parent, its Subsidiaries subsidiaries or the Surviving Corporation for the Company Employees’ pre-Effective Time service with the Company, its Subsidiaries subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent recognized by the 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, regardless as to whether or not such Parent Plan is subject to ERISA), Parent or its Subsidiaries subsidiaries shall use commercially reasonable efforts to cause there to be waived any waiting periods or other requirements for participation or coverage (except to the extent such waiting periods or other requirements applied immediately prior to the Closing Date). With respect to each Parent Plan that provides group health benefits, including, without limitation, medical, dental and vision benefits, Parent or its subsidiaries shall use commercially reasonable efforts to (i) cause there to be waived any pre-existing condition or eligibility limitations (except to the same extent waived by such waiting periods or other requirements applied immediately prior to the Company and its Subsidiaries under the comparable Company Plans Closing Date) and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations with respect to the plan year in which the Effective Time occurslimitations, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees, in each case Employees under similar plans maintained by the Company and its Subsidiaries immediately prior to subsidiaries in the plan year in which the Effective TimeTime occurs. (c) Parent acknowledges and agrees that the consummation of the Merger shall constitute a “Change in Control” for purposes of each Company Plan listed in Section 6.5(c) of the Company Disclosure Schedule. From and after the Effective Time, Parent the Surviving Corporation will honorhonor and perform, and will will, as applicable, cause its Subsidiaries subsidiaries to honor, in accordance with its termsterms (including, each Company Plan listed without limitation, any terms with respect to amendment, waiver, modification or termination set forth therein except as provided in Section 3.10(a6.5(a) hereof), (i) each existing Company Plan, and (ii) all obligations in respect of vested and accrued benefits under any Company Plan, in each of the foregoing cases referenced in clauses (i) and (ii) above, to the extent legally binding on the Company Disclosure Schedule; provided, however, that nothing herein shall prevent or any of its subsidiaries and outstanding as of the amendment, suspension or termination date of any Company Plan pursuant to its terms or interfere with the Parent’s or Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable Lawthis Agreement. (d) Parent shall provide Nothing in this Section 6.5, express or implied, (i) is intended to Company Employees the severance benefits set forth in Section 6.5(d) of the Company Disclosure Schedule confer on the terms and conditions set forth therein, except with respect to any Person that is a party to a Change in Control Severance Agreement. Nothing contained herein shall prevent Parent from terminating the employment of person (including any Company Employee) or entity, other than the parties to this Agreement or their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement (including, without limitation, any right to employment or continued employment for any period of time or any right to a particular term or condition of employment), or (ii) shall constitute an amendment to any Company Plan.

Employment and Employee Benefits Matters. (a) From the Control Time until December 31, 2010, Parent shall will, and will cause its Subsidiaries to, provide each employee of the Surviving Corporation and Company or its Subsidiaries, for including each executive officer, with base wages and a short-term cash bonus opportunity no less favorable than those in effect as of the period commencing at the Effective Control Time and ending on with employee benefits (excluding equity compensation) no less favorable than those in effect as of the date that is 12 months after the Effective Control Time, including with respect to maintain for retirement, health and provide to any Company Employee the compensation welfare and employee benefits maintained and provided to severance plans. Parent acknowledges that the Company Employees immediately prior to has terminated its 2009 annual cash bonus plan and suspended matching contributions under its Section 401(k) plan. In 2010, Parent intends, and shall, in 2010 reinstitute an annual cash bonus plan and a matching contribution under the date of this Agreement (subject to modifications and increases permitted by Section 5.1Company’s 401(k) and at levels in the aggregate that are no less valuable than those maintained for and provided immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1); provided that incentive compensation will be discretionary or based on performanceplan. (b) As of and If after the Effective Control Time, employees of the Company or its Subsidiaries become participants in benefit plans of Parent or its Subsidiaries, Parent will, or and will cause the Surviving Corporation its Subsidiaries to, give (i) provide service credit with the Company Employees who are employed by Parent for all limitations as to preexisting conditions, exclusions and waiting periods for participation and coverage requirements under any welfare plan, to the extent that such employee would receive service credit for such conditions under the corresponding welfare plan in which any such employee participated immediately prior to the Control Time, (ii) provide credit for any co-payments and deductibles paid in satisfying any applicable deductible or its Subsidiaries immediately following out-of-pocket requirements, and (iii) provide service credit with the Effective Time full credit Company for purposes of eligibility and eligibility, vesting and benefit accruals (but not for purposes of except benefit accruals under any defined benefit pension plans plan) under any employee benefit plan of the Parent or its Subsidiaries; provided, however, that in no event shall any such employee be entitled to any credit under subsections (i), (ii), and (iii) of this Section 6.4(b) to the extent this credit that it would result in a duplication of benefits for the same period of service and not where past service credit was not provided for other new participants benefits. (c) If requested by Parent in such Parent Plans), under any employee benefit writing at least (including vacationi) 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’ pre-Effective Time service with the Company, its Subsidiaries and their predecessor entities twenty (each, a “Parent Plan”20) to the same extent recognized by the Company immediately days prior to the Effective Time. With respect , the Company shall terminate any and all Company Benefit Plans (other than any such plan intended to each Parent Plan that is a “welfare benefit plan” (as defined in qualify under Section 3(1401(k) of ERISAthe Code), Parent or its Subsidiaries shall (i) cause there to be waived any pre-existing condition or eligibility limitations to the same extent waived by the Company and its Subsidiaries under the comparable Company Plans and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations with respect to the plan year in which the Effective Time occurs, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees, in each case under similar plans maintained by the Company and its Subsidiaries immediately five (5) days prior to the Effective Time. (c) Parent acknowledges and agrees that , the consummation of the Merger Company shall constitute a “Change in Control” for purposes of each terminate any Company Benefit Plan listed in intended to qualify under Section 6.5(c401(k) of the Company Disclosure Schedule. From and after Code, in each such case, effective not later than the last Business Day immediately preceding the Effective TimeTime or such later time as required by the terms of such Company Benefit Plans or the contracts between the Company and any third party administrators of such Company Benefit Plans in effect as of the date of this Agreement, Parent will honor, and will cause its Subsidiaries to honor, unless amended in accordance with its terms, each Company Plan listed in Section 3.10(a) the terms of the Company Disclosure Schedule; provided, however, that nothing herein shall prevent the amendment, suspension such plans or termination of any Company Plan pursuant to its terms or interfere with the contracts at Parent’s or Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable Lawreasonable request. (d) Parent shall provide Notwithstanding anything contained in the Agreement to the contrary, no provision of this Agreement is intended to, or does (1) prohibit the Company, its Subsidiaries, Parent, the Surviving Corporation or its or their Affiliates from amending or terminating any Company Employees Benefit Plan, (2) require the severance benefits set forth in Section 6.5(dCompany, its Subsidiaries, Parent, or the Surviving Corporation or its or their Affiliates to keep any person employed for any period of time, or (3) constitute the establishment or adoption of, or amendment to, any Company Benefit Plan; and no current or former employee of the Company Disclosure Schedule on the terms and conditions set forth thereinor any of its Subsidiaries participating in any such Company Benefit Plan shall have any claim or cause of action, except with under ERISA or otherwise, in respect to any Person that is a party to a Change in Control Severance Agreement. Nothing contained herein shall prevent Parent from terminating the employment of any Company Employeeprovisions of this Agreement.

Employment and Employee Benefits Matters. (a) Parent shall cause the Surviving Corporation and its Subsidiaries, for the period commencing at the Effective Time and ending on the date that is 12 months As soon as practicable after the Effective Time, to maintain for and provide to any Company Employee the compensation and employee benefits maintained and provided to the Company Employees immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1) and at levels Agreement, but in the aggregate that are no less valuable event later than those maintained for and provided immediately prior to 30 days after the date of this Agreement (subject Agreement, Seller shall provide to modifications Buyer an updated list of all Business Employees, including each such employee’s unique employee identification number, title, employing entity, present annual base salary or wage rate and increases permitted by Section 5.1); provided that incentive compensation will be discretionary or based on performancecash bonus opportunities. Seller shall provide Buyer with an updated list of all Business Employees once every 30 days between the date hereof and the Closing and shall further provide a final updated list of all Business Employees as of no earlier than 10 days before Closing. (b) As Buyer agrees that Business Employees who continue to remain employed with the Acquired Companies, Buyer or any Affiliate of Buyer following the Closing Date (the “Transferred Employees”) shall, for a period of not less than 24 months following the Closing Date, be provided with (i) the same or superior base salary or hourly wage rate, as applicable, provided to such Transferred Employee as of immediately prior to the Closing and after (ii) incentive compensation opportunities (excluding any equity incentive compensation) that are no less favorable in the Effective Timeaggregate to such Transferred Employees than those provided to such Transferred Employee as of immediately prior to the Closing. (c) Buyer agrees that the Transferred Employees shall, Parent willuntil the end of the applicable plan year in which the Closing occurs, or will be provided with health, welfare and retirement benefits that are no less favorable in the aggregate to such Transferred Employees than those provided to such Transferred Employees as of immediately prior to the Closing. Buyer shall, and shall cause the Surviving Corporation its Affiliates to, give Company Employees who are employed by Parent or its Subsidiaries immediately following the Effective Time provide each Transferred Employee with full credit for all service recognized by the Acquired Companies, the Related Consolidated Entities and Seller prior to the Closing for purposes of determining eligibility and to participate, vesting and benefit accruals accruals, under any applicable Buyer Plan (but excluding any Buyer equity plan); provided that such service shall not be recognized for benefit accrual under defined benefit pension plans, for purposes of benefit accruals under any defined benefit pension plans qualifying for subsidies, early retirement benefits or to the extent this credit such recognition would result in a duplication of benefits for benefits. Buyer shall use its best efforts to waive all limitations as to preexisting conditions exclusions and waiting periods with respect to participation and coverage requirements applicable to the same period of service and not where past service credit was not provided for other new participants in such Parent Plans), Transferred Employees under any employee welfare benefit plans (including vacationexcept Buyer’s supplemental life insurance plan) plansthat such employees may be eligible to participate in after the Closing Date, programs, policies other than limitations or waiting periods that are already in effect with respect to such employees and arrangements that have not been satisfied as of the Closing Date under any welfare benefit plan maintained for the benefit of Company Transferred Employees as of and after the Effective Time by Parent, its Subsidiaries or the Surviving Corporation for the Company Employees’ pre-Effective Time service with the Company, its Subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent recognized by the 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 or its Subsidiaries shall (i) cause there to be waived any pre-existing condition or eligibility limitations to the same extent waived by the Company and its Subsidiaries under the comparable Company Plans and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations with respect to the plan year in which the Effective Time occurs, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees, in each case under similar plans maintained by the Company and its Subsidiaries immediately prior to the Effective Time. (c) Parent acknowledges and agrees that the consummation of the Merger shall constitute a “Change in Control” for purposes of each Company Plan listed in Section 6.5(c) of the Company Disclosure Schedule. From and after the Effective Time, Parent will honor, and will cause its Subsidiaries to honor, in accordance with its terms, each Company Plan listed in Section 3.10(a) of the Company Disclosure Schedule; provided, however, that nothing herein shall prevent the amendment, suspension or termination of any Company Plan pursuant to its terms or interfere with the Parent’s or Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable LawClosing Date. (d) Parent Buyer shall, or shall provide cause its Affiliates to, cause any Code Section 401(k) plan maintained by Buyer or its Affiliates in which the Transferred Employees are eligible to Company Employees participate following the severance benefits set forth in Closing to accept rollover contributions of “eligible rollover distributions” (within the meaning of Section 6.5(d401(a)(31) of the Code) from under Seller’s 401(k) plans (the “401(k) Plans”), including the amount of any unpaid balance of any participant loan made under the 401(k) Plans. (e) If requested by Buyer in writing delivered to the Seller not less than 10 Business Days prior to the Closing, Seller shall adopt resolutions and take such corporate action as is reasonably necessary to delegate plan administration authority for the applicable Company Disclosure Schedule Plan (which for the avoidance of doubt, shall not include any Company Plans that will not be assumed by Buyer by operation of law as a result of the Closing) to UnitedHealth Group Incorporated’s Employee Benefits Plans Administrative Committee and investment authority for such Company Plan to UnitedHealth Group Incorporated’s Employee Benefits Plans Investment Committee, effective as of the Closing Date and contingent upon the occurrence of the Closing. In the event that Buyer requests that Seller delegate such authority with respect to such Company Plan, Seller shall provide Buyer with evidence of such delegation (the form and substance of which shall be subject to review and approval by Buyer) not later than the day immediately preceding the Closing. (f) Buyer shall indemnify and hold harmless Seller and its Affiliates with respect to any liability or obligation under COBRA or similar applicable Law arising from the actions (or inactions) of Buyer or any of its Affiliates with respect to Transferred Employees or their respective dependents after the Closing Date. Seller shall retain all liabilities or obligations, including with respect to any “qualifying event” (as defined under COBRA), under COBRA or similar applicable Law incurred by Seller on or prior to the Closing Date or arising as a result of the Transactions, each with respect to the Business Employees or their respective dependents. (g) The Parties hereby agree to honor the terms and conditions set forth thereinon Schedule 5.12(g). (h) Except as set forth on Schedule 5.12(h), except with respect to any Person unused vacation time that has been accrued on the Financial Statements as of the Closing Date to which any Transferred Employee is entitled pursuant to the vacation time policy applicable to such Transferred Employee immediately prior to the Closing Date, to the extent consented to by the Transferred Employee or otherwise permitted by applicable Law, Buyer shall, or shall cause its Affiliates to, assume the liability for such accrued but unused vacation time and allow such Transferred Employee to use such accrued but unused vacation time, provided that Buyer may, in its discretion, pay such Transferred Employee in respect of such accrued but unused vacation time in excess of any accrual cap under the applicable vacation policy of Buyer or its Affiliates. For the purposes of this Section 5.12(h), “vacation time” shall include vacation time, floating holidays, paid/flexible time off and similarly arrangements, and any such vacation time assumed by Buyer (or its Affiliates) shall not be subject to any accrual caps or other limitations imposed by the vacation, paid/flexible time off or similar policies of Buyer and or its Affiliates. In addition, Buyer shall, or shall cause its Affiliates to, credit each Transferred Employee with the amount of sick leave that has been accrued on the Financial Statements and to which such Transferred Employee is entitled pursuant to the sick leave policy applicable to the Transferred Employee as of immediately prior to the Closing Date, towards his or her sick leave for purposes of the sick leave policy maintained by Buyer or one of its Affiliates, as applicable. (i) Buyer shall be solely responsible for complying with the Worker Adjustment and Retraining Notification Act of 1988, as amended, and any and all obligations under other applicable Laws requiring notice of plant closings, relocations, mass layoffs, reductions in force or similar actions (and for any failures to so comply), in any case, applicable to the Business Employees as a party result of any action by Buyer or its Affiliates on or after to the Closing Date. Buyer shall indemnify and hold harmless Seller and its Affiliates against any and all liabilities arising in connection with any failure to comply with the requirements of this Section 5.12(i). (j) Prior to making any written or oral communications to any Business Employee pertaining to compensation or benefit matters related to the Transactions (“Employee Communications”), Seller shall provide Buyer with a Change copy of the intended communication, Buyer shall have a reasonable period of time to review and comment on the communication (not to exceed two Business Days), and Seller shall consider any such comments in Control Severance Agreementgood faith. Nothing contained herein Buyer shall prevent Parent from terminating use best efforts to review and comment on the communication as quickly as possible. Notwithstanding the foregoing, Seller and its Affiliates may make Employee Communications without providing Buyer with a copy of such intended Employee Communications so long as such Employee Communications are materially consistent with Employee Communications previously approved in writing by Buyer. (k) Prior to the Closing, Seller shall use commercially reasonable efforts to cause the transfer of employment of the Seller-Level Employees to an Acquired Company. (l) The Parties acknowledge and agree that all provisions contained in this Section 5.12 with respect to Business Employees are included for the sole benefit of the Parties and shall not create any right in any other Person, including any employees or former employees of Seller, the Acquired Companies or the Related Consolidated Entities, any participant in any Company EmployeePlan or any beneficiary thereof or any right to continued employment with Seller, the Acquired Companies, the Related Consolidated Entities or Buyer (or any of their respective Affiliates), nor require Buyer or any of its Affiliates to continue or amend any Buyer Plan on or after the Closing Date for Transferred Employees, and any such plan may be amended or terminated in accordance with its terms and applicable Law.

Employment and Employee Benefits Matters. (a) Parent shall shall, and cause the Surviving Corporation and each of its Subsidiariesother Subsidiaries to, for the period commencing at the Effective Time and ending on the date that is 12 months after one (1) year anniversary of the Effective Time, to maintain for and provide to each individual employed by the Company or any Company Employee of its Subsidiaries at the Effective Time (each, a “Current Employee”) (i) each of base compensation and employee a target annual cash incentive compensation opportunity at least as favorable as that provided to the Current Employee as of immediately prior to the Effective Time, (ii) benefits that are at least as favorable in the aggregate as the benefits maintained for and provided to the Company Employees Current Employee as of immediately prior to the date of this Agreement Effective Time, and (subject to modifications and increases permitted by Section 5.1iii) and at levels in the aggregate severance benefits that are no less valuable than those maintained for and at least as favorable as the severance benefits provided by the Company to the Current Employee as of immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1); provided that incentive compensation will be discretionary or based on performanceEffective Time. (b) As of From and after the Effective Time, Parent willshall, and shall cause the Surviving Corporation and each of its other Subsidiaries to honor and assume all severance obligations pursuant to the terms and conditions of any existing employment agreements and offer letters with the Company and any of its Subsidiaries, and any other agreements or will arrangements, disclosed in Section 5.4(b) of the Company Disclosure Letter. (c) Parent shall, and shall cause the Surviving Corporation to, give cause service rendered by Current Employees to the Company Employees who are employed by and its Subsidiaries, prior to the Effective Time to be taken into account for all purposes under employee benefit plans of Parent or its Subsidiaries Affiliates (the “Parent Plans”), the Surviving Corporation, and its Subsidiaries, to the same extent as such service was taken into account under the corresponding Company Plans immediately following prior to the Effective Time full credit for purposes of eligibility and vesting and benefit accruals (but Time; provided that the foregoing shall not for purposes of benefit accruals apply to benefits under any a defined benefit pension plans plan or to the extent this credit that its application would result in a duplication of benefits for with respect to the same period of service service. Without limiting the generality of the foregoing, Parent shall use commercially reasonable efforts to not, and not where past service credit was not provided for other new participants in such Parent Plans), under any employee benefit (including vacation) plans, programs, policies and arrangements maintained for the benefit of Company Employees as of and after the Effective Time by Parent, its Subsidiaries or to cause the Surviving Corporation for the Company Employees’ to not, subject Current Employees to any eligibility requirements, waiting periods, actively-at-work requirements or pre-Effective Time service with existing condition limitations under any Parent Plans or employee benefits plans of the Company, Surviving Corporation or its Subsidiaries and their predecessor entities (each, a “Parent Plan”) for any condition for which they would have been entitled to coverage under the same extent recognized by the corresponding Company immediately Plan in which they participated 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)shall, Parent or its Subsidiaries and shall (i) cause there to be waived any pre-existing condition or eligibility limitations to the same extent waived by the Company Surviving Corporation and its Subsidiaries to, use commercially reasonable efforts to cause each Current Employee to be given credit under the comparable Parent Plans that are group health plans for any eligible expenses incurred by such Current Employees and their covered dependents under a Company Plans and (ii) give effectPlan during the portion of the year prior to the Effective Time for purposes of satisfying all co-payment, in determining any deductible and co-insurance, deductibles, maximum out-of-pocket limitations with requirements, and other out-of-pocket expenses applicable to such Current Employees and their covered dependents in respect to of the plan year in which the Effective Time occurs. Unless Parent, Surviving Corporation or its Subsidiaries are required under applicable Law to claims incurred and amounts paid bymake a payment in settlement of vacation time of a Current Employee, as of the Effective Time, Parent shall, and amounts reimbursed to, Company Employees, in each case under similar plans maintained by shall cause the Company Surviving Corporation and its Subsidiaries immediately to credit to each Current Employee the amount of vacation time that such employee had accrued under any applicable Company Plan or under applicable Law as of the date of Closing. (d) Unless otherwise notified by Parent no less than five (5) Business Days prior to the Effective Time. (c) , the Company shall, and shall cause its Subsidiaries to, take all actions that are necessary or appropriate to deliver to Parent acknowledges written resolutions duly adopted and agrees that authorizing, contingent on the consummation of the Merger shall constitute a “Change in Control” for purposes Merger, the termination of each Company Plan listed in that is intended to be qualified under Section 6.5(c401(a) of the Company Disclosure Schedule. From and after Code, effective as of no later than the Effective Timeday immediately preceding the Closing Date. (e) Without limiting the generality of Section 8.5, Parent will honorno provision of this Agreement (i) constitutes the establishment or adoption of, and will cause its Subsidiaries to honoror amendment to, in accordance with its terms, each any Company Plan listed or employee benefit plan, (ii) creates any third-party beneficiary or other rights in Section 3.10(a) any current or former employee, director, officer or independent contractor of the Company Disclosure Schedule; provided, however, that nothing herein shall prevent the amendment, suspension or termination any of any Company Plan pursuant to its terms or interfere with the Parent’s or Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable Law. (d) Parent shall provide to Company Employees the severance benefits set forth in Section 6.5(d) of the Company Disclosure Schedule on the terms and conditions set forth therein, except Subsidiaries with respect to this Section 5.4, or (iii) creates any rights to continued employment with the Company, the Surviving Corporation, Parent, or any other Person that is a party or in any way limits the ability of the Company, the Surviving Corporation, Parent or any of their Subsidiaries or Affiliates to a Change in Control Severance Agreement. Nothing contained herein shall prevent Parent from terminating terminate the employment of any Company Employeeindividual at any time or for any reason.

Employment and Employee Benefits Matters. (a) Without limiting any additional rights that any Company Employee may have under any Company Plan, unless consented to by the Company’s chief executive officer or as are required to provide for the exemption from or otherwise to comply with the requirements of Section 409A of the Code, 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 provide severance and other separation-related payments and benefits not less favorable, in any case, than those provided for under the severance- or separation-related provisions of the Company Plans as in effect immediately prior to the Effective Time for any Company Employee employed by the Company or any of its Subsidiaries on the date hereof whose employment terminates during that 12-month period in circumstances entitling such Company Employee to payments or benefits under such severance- or separation-related provisions as in effect immediately prior to the Effective Time. (b) Without limiting any additional rights that any Company Employee may have under any Company Plan, Parent shall cause the Surviving Corporation and each of its Subsidiaries, for the period commencing at the Effective Time and ending on the date first anniversary thereof, to maintain for the Company Employees who remain employed compensation and benefit levels that is 12 months after are, in the aggregate, no less favorable to the compensation and benefits that were provided in the aggregate to the Company Employees prior to the Effective Time, to maintain for and provide to any Company Employee the disregarding stock-based compensation and employee benefits maintained and provided to the Company Employees immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1) and at levels in the aggregate that are no less valuable than those maintained for and provided immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1); provided that incentive compensation will be discretionary or based on performancebenefits. (bc) As of and after the Effective Time, Parent will, or will cause the Surviving Corporation to, give each Company Employees who are employed by Parent or its Subsidiaries immediately following the Effective Time full Employee credit for purposes of eligibility and eligibility, vesting and benefit accruals (but not for purposes of benefit accruals vacation and sick leave benefits under any defined benefit pension plans or to the extent this credit would result in a duplication of benefits for the same period of service and not where past service credit was not provided for other new participants in such Parent Plans), under any employee benefit (including vacation) plans, programs, policies and arrangements maintained for the benefit of Company Employees as of and after the Effective Time by Parent, its Subsidiaries Parent or the Surviving Corporation (each, a “New Plan”) for the Company Employees’ pre-Effective Time Employee’s service with the Company, its Subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent recognized by the Company and the applicable Company Plan or Plans immediately prior to the Effective Time. With respect to each Parent New Plan that is a “welfare benefit plan” (as defined in Section 3(1) of ERISA), Parent or its Subsidiaries shall (i) cause there to be waived any pre-existing condition or eligibility exclusions or limitations to the same extent waived by the Company and its Subsidiaries under the comparable Company Plans and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations with respect to the plan year in which the Effective Time occurslimitations, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees, in each case Employees under similar plans maintained by the Company and its Subsidiaries immediately prior to the Effective TimeTime or immediately prior to the date the New Plan is later made available to Company Employees. (cd) Parent acknowledges and agrees that the consummation of the Merger shall constitute a “Change in Control” for purposes of each Company Plan listed in Section 6.5(c) of the Company Disclosure Schedule. From and after the Effective Time, Parent will honor, and will cause the Surviving Corporation and its Subsidiaries to honor, in accordance with its terms, (x) each existing employment, change in control, severance and termination plan, policy or agreement of or between the Company Plan listed in Section 3.10(aor any of its Subsidiaries and any officer, director or employee of that company and (y) all obligations pursuant to all outstanding bonus plans or programs and all accrued benefits under any employee benefit plan, program or arrangement of the Company Disclosure Schedule; providedor its Subsidiaries and similar employment compensation and benefit arrangements and agreements in effect as of the Effective Time. (e) Nothing in this Section 6.6 or otherwise in this Agreement shall be construed as limiting the right of Parent or the Surviving Corporation, howeveror it Subsidiaries, that nothing herein upon and following the Effective Time to amend or terminate any Company Plan in accordance with its term, nor shall prevent any provision hereof be construed as an amendment of the amendment, suspension or termination terms of any Company Plan pursuant to its terms or interfere with the Parent’s or Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable Law. (d) Parent shall provide to Company Employees the severance benefits set forth in Section 6.5(d) of the Company Disclosure Schedule conferring on the terms and conditions set forth therein, except any individual rights with respect to any Person that is a party to a Change in Control Severance Agreement. Nothing contained herein shall prevent Parent from terminating the employment of any Company EmployeePlan.

Employment and Employee Benefits Matters. (a) Parent The Parties acknowledge that nothing in this Agreement shall cause the Surviving Corporation be construed as constituting an employment agreement between OceanFirst, OceanFirst Bank or any of their affiliates and any director, officer or employee of Central Jersey or any of its Subsidiaries, for the period commencing at the Effective Time and ending subsidiaries or an obligation on the date that is 12 months after the Effective Timepart of OceanFirst, OceanFirst Bank or any of their affiliates to maintain for and provide to employ any Company Employee the compensation and employee benefits maintained and provided to the Company Employees immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1) and at levels in the aggregate that are no less valuable than those maintained for and provided immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1); provided that incentive compensation will be discretionary such directors, officers or based on performance. (b) As of and after the Effective Time, Parent will, or will cause the Surviving Corporation to, give Company Employees who are employed by Parent or its Subsidiaries immediately following the Effective Time full credit for purposes of eligibility and vesting and benefit accruals (but not for purposes of benefit accruals under any defined benefit pension plans or to the extent this credit would result in a duplication of benefits for the same period of service and not where past service credit was not provided for other new participants in such Parent Plans), under any employee benefit (including vacation) 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’ pre-Effective Time service with the Company, its Subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent recognized by the 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 or its Subsidiaries shall (i) cause there to be waived any pre-existing condition or eligibility limitations to the same extent waived by the Company and its Subsidiaries under the comparable Company Plans and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations with respect to the plan year in which the Effective Time occurs, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees, in each case under similar plans maintained by the Company and its Subsidiaries immediately prior to the Effective Time. (c) Parent acknowledges and agrees that the consummation of the Merger shall constitute a “Change in Control” for purposes of each Company Plan listed in Section 6.5(c) of the Company Disclosure Schedule. From and after the Effective Time, Parent will honor, and will cause its Subsidiaries to honor, in accordance with its terms, each Company Plan listed in Section 3.10(a) of the Company Disclosure Scheduleemployees; provided, however, that nothing herein at the Effective Time, Xxxxxxx will be appointed as an Executive Vice President and a member of the senior executive management team of OceanFirst Bank; and provided further that it shall prevent be a condition to Central Jersey’s obligation to close under Article IX of this Agreement that OceanFirst Bank and Xxxxxxx enter into and deliver a mutually agreed upon change in control agreement which shall be effective as of the amendmentEffective Time and which shall provide, suspension or among other things, that the benefits that would otherwise be payable to Xxxxxxx upon termination of any Company Plan his employment at the Effective Time under his Central Jersey change of control agreement shall be payable by OceanFirst in the event of termination of Xxxxxxx’x employment by OceanFirst within 30 months following the Effective Time, other than (i) in the event of a termination for cause (as such term is defined in OceanFirst’s Two Year Change in Control Agreements currently in effect), or (ii) in the event of a change in control of OceanFirst pursuant to which Xxxxxxx will receive payment under his change in control agreement with OceanFirst. (b) The Parties agree that appropriate steps shall be taken to terminate all employee benefit plans of Central Jersey or any of its terms subsidiaries, including but not limited to any of its severance plans, immediately prior to, at or interfere as soon as administratively feasible following the Effective Time, provided that the conditions of this Subsection (b), Subsection (d) and of paragraphs (i)-(ii) below are then met and provided further that all employees of Central Jersey or any of its subsidiaries who continue employment with OceanFirst or any subsidiary following the Effective Time and who were participating immediately prior to the Merger in Employee Benefit Plans of Central Jersey or any of its subsidiaries for which OceanFirst or OceanFirst Bank maintains a corresponding plan shall commence participation in OceanFirst’s or OceanFirst Bank’s corresponding plan upon the later of the Effective Time or the date of termination of coverage under the Employee Benefit Plans of Central Jersey or any of its subsidiaries without any gap or interruption in coverage (including any gap affecting any of Central Jersey employee’s dependents), whether a gap in time of coverage or in waiting or elimination periods. Subject to Section 6.3(c) hereof and except as otherwise specifically provided below, OceanFirst and OceanFirst Bank agree that the officers and employees of Central Jersey or any of its subsidiaries who OceanFirst or OceanFirst Bank employ shall be eligible to participate in OceanFirst’s or OceanFirst Bank’s employee benefit plans, including, without limitation, welfare and fringe benefit plans, sick leave, vacation, holiday pay and similar payroll practices, on the same basis as and subject to the same conditions as are applicable to any newly-hired employee of OceanFirst or OceanFirst Bank; provided, however, that: (i) with respect to each OceanFirst Health Plan, OceanFirst and OceanFirst Bank shall waive all waiting periods under said plans for pre-existing conditions; and (ii) credit for each such employee’s past service with Central Jersey or any of its subsidiaries prior to the Effective Time (“Past Service Credit”) shall be given by OceanFirst and OceanFirst Bank to continuing Central Jersey employees for purposes of establishing eligibility for participation in and vesting under OceanFirst’s and OceanFirst Bank’s welfare, fringe benefit and retirement plans, provided however that such Past Service Credit shall not be given for purposes of accrual of benefits under such plans or for any purpose under OceanFirst Bank’s employee stock ownership plans. (c) Any employee of Central Jersey whose employment with OceanFirst or OceanFirst Bank is involuntarily terminated by OceanFirst or OceanFirst Bank, absent termination for cause in accordance with policies of OceanFirst or OceanFirst Bank, shall receive severance payments in accordance with the Parent’s policy and years of service information set forth at Schedule 6.3(c). Any employee of Central Jersey whose employment is terminated voluntarily, either before or Surviving Corporation’s right after the Effective Time, or obligation who is terminated for cause under policies of Central Jersey prior to make such changes as are necessary Effective Time or under the policies of OceanFirst after the Effective Time, shall not be entitled to conform with applicable Lawreceive severance payments. (d) Parent Effective no later than the day immediately preceding the Closing, Central Jersey and any subsidiaries and ERISA Affiliates, as applicable, shall terminate any and all Employee Benefit Plans that are plans intended to include a Code Section 401(k) arrangement (each a “Central Jersey 401(k) Plan”) (unless OceanFirst provides written notice to Central Jersey that such 401(k) plan(s) shall not be terminated). Unless OceanFirst provides written notice to Central Jersey no later than five (5) business days prior to the Closing, Central Jersey shall provide OceanFirst with evidence that such Central Jersey 401(k) Plans have been terminated (effective no later than the day preceding the Closing) pursuant to Company Employees the severance benefits set forth in Section 6.5(d) resolutions of the Company Disclosure Schedule on Central Jersey Board of Directors, or otherwise as required by the terms and conditions set forth therein, except with respect to any Person that is a party to a Change in Control Severance Agreement. Nothing contained herein shall prevent Parent from terminating of the employment of any Company Employee.Central Jersey 401(k)

Employment and Employee Benefits Matters. (a) Without limiting any additional rights that any employee of the Company or one of its Subsidiaries who remains employed by the Surviving Corporation or any of its Subsidiaries at the Effective Time (each, a “Company Employee”) may have under any Company Benefit Plan or applicable Laws, and except as otherwise agreed in writing between Parent or one of its Affiliates and a Company Employee, Parent shall cause the Surviving Corporation and each of its Subsidiaries, for the a period commencing at the Effective Time and ending on no earlier than the date first anniversary of the Effective Time, to the extent such Company Employee remains employed during such period (the “Benefits Period”), to maintain for each Company Employee (i) a base wage or base salary rate that is 12 months no less favorable than the base wage or base salary rate provided to such Company Employee immediately prior to the Effective Time, (ii) target short-term and long-term incentive opportunities that are no less favorable than those provided to such Company Employee immediately prior to the Effective Time, (iii) severance benefits upon a termination of employment that are no less favorable than the severance benefits to which such Company Employee would have been entitled upon a termination of employment under similar circumstances under the applicable Company Plan as in effect immediately prior to the Effective Time, without taking into account any reduction, and taking into account all increases, in compensation paid or payable to such Company Employee on or after the Effective Time, (iv) from the Effective Time through the end of the year in which the Effective Time occurs, retirement, health, and welfare benefits (excluding severance benefits, post-employment welfare benefits, and defined benefit pension plans), in the aggregate, that are no less favorable, in the aggregate, than the retirement, health, and welfare benefits (excluding severance benefits, post-employment welfare benefits, and defined benefit pension plans) provided to maintain for and provide to any such Company Employee the compensation and employee benefits maintained and provided to the Company Employees immediately prior to the date Effective Time, and thereafter, for the remainder of this Agreement the Benefits Period, retirement, health, and welfare benefits (subject to modifications and increases permitted by Section 5.1excluding severance benefits) and at levels in the aggregate that are no less valuable favorable, in the aggregate, than those the retirement, health, and welfare benefits (excluding severance benefits) maintained for and provided to similarly situated employees of Parent, and (v) without limiting the generality of clause (iv), for each Company Employee who actively participated in a nonqualified deferred compensation plan of the Company or one of its Subsidiaries immediately prior to the date Effective Time, a continuing opportunity either to continue to participate in such plan, or to participate in an alternative nonqualified deferred compensation plan of this Agreement (Parent or one of its Subsidiaries on substantially no less favorable terms, including the right to an employer match that is consistent with the employer match provided under the applicable Company Plan in respect of 2024. Notwithstanding the foregoing, Parent shall cause the compensation and benefits treatment of, and terms and conditions of employment afforded to, each Company Employee who is, or becomes, subject to modifications and increases permitted by Section 5.1); a collective bargaining agreement with Parent, the Surviving Corporation or any of its Subsidiaries to be provided that incentive compensation will be discretionary in accordance with such collective bargaining agreement or based on performanceother applicable agreement with a labor union or like organization. (b) As If the Effective Time occurs prior to March 2, 2025, then Parent shall cause the Surviving Corporation or one of its Affiliates to pay to each Company Employee to the extent not already paid by the Company or any of its Subsidiaries prior to the Effective Time, a payment under the applicable short-term cash incentive program for 2024 pursuant to the terms and conditions of such program and in accordance with the calculations set forth on Section 5.7(b) of the Company Disclosure Letter. (c) From and after the Effective Time, Parent willshall, or will shall cause the Surviving Corporation to, use its reasonable best efforts give each Company Employees who are employed by Parent or its Subsidiaries immediately following the Effective Time full Employee credit for purposes of eligibility eligibility, vesting and, with respect to severance and vesting and benefit accruals vacation benefits only, determining level of benefits (but not for purposes of benefit accruals under any defined benefit pension plans or to the extent this credit would result in a duplication of benefits for the same period of service and not where past service credit was not provided for other new participants in such Parent Plansaccruals), under any each employee compensation, incentive and benefit (including vacation) plansplan, programsprogram, policies policy and arrangements arrangement maintained for the benefit of Company Employees as similarly situated employees of Parent and its Subsidiaries from and after the Effective Time by Parent, its Subsidiaries or the Surviving Corporation (each, a “Parent Plan”), for the Company Employees’ pre-Effective Time Employee’s service with the Company, its Subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent recognized by the Company and its Subsidiaries immediately prior to the Effective TimeTime under the corresponding Company Benefit Plan. With respect to each Parent Plan that is a “welfare benefit plan” (as defined in Section 3(1) of ERISA), Parent or and its Subsidiaries shall use their commercially reasonable efforts to (i) cause there to be waived any all pre-existing condition or and eligibility limitations to the same extent waived by the Company and its Subsidiaries under the comparable Company Plans and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations with respect to for the Company’s first plan year in which the Effective Time occursof eligibility under such Parent Plan, to claims incurred and amounts paid by, and amounts reimbursed to, the applicable Company Employees, in each case Employee for such plan year under similar plans maintained by the Company and its Subsidiaries immediately prior to the Effective TimeTime to the same extent waived or given effect under the corresponding Company Benefit Plan. (cd) Parent acknowledges and agrees that the consummation of the Merger shall constitute a “Change in Control” for purposes of each Company Plan listed in Section 6.5(c) of the Company Disclosure Schedule. From and after the Effective Time, except as otherwise agreed in writing between Parent will or one of its Affiliates and a Company Employee or former employee or as otherwise provided in this Agreement, Parent shall honor, and will shall cause its Subsidiaries (including the Surviving Corporation) to honor, in accordance with its terms, each Company Plan listed Benefit Plan, and all obligations in Section 3.10(a) effect thereunder as of the Company Disclosure Schedule; providedEffective Time, however, that nothing herein shall prevent until the amendment, suspension or termination of any such Company Benefit Plan pursuant to its terms. Without limiting the generality of the foregoing, as of the Effective Time, Parent shall cause the Surviving Corporation to assume, adopt, and become a party to the Pactiv Evergreen Nonqualified Deferred Compensation Plan and the Evergreen Packaging Group Nonqualified Deferred Compensation Plan to the extent required pursuant to the terms or interfere of such plan to prevent the automatic termination thereof in connection with the Parent’s or Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable Lawtransactions contemplated by this Agreement. (de) Parent Notwithstanding anything to the contrary contained in this Agreement, nothing contained in this Agreement shall provide to Company Employees the severance benefits set forth in Section 6.5(d(i) of the Company Disclosure Schedule on the terms and conditions set forth therein, except with respect be treated as an amendment to any Person that is a party Company Benefit Plan, (ii) obligate Parent or the Surviving Corporation to a Change in Control Severance Agreement. Nothing contained herein shall maintain any particular benefit plan or arrangement, (iii) prevent Parent or the Surviving Corporation from amending or terminating any benefit plan or arrangement or (iv) obligate Parent, the Surviving Corporation or any of their Affiliates to retain the employment of any particular employee or group of employees. Nothing herein is intended to provide any Company Employee, former employee or current or former director of the Company any third-party beneficiary rights under this Agreement.

Employment and Employee Benefits Matters. (a) Parent shall cause the Surviving Corporation and each of its Subsidiariesother Subsidiaries to, for the a period commencing at of one year following the Effective Time (or until employment terminates, if sooner), maintain for each individual employed by the Company or any of its Subsidiaries immediately prior to the Effective Time (each, a “Current Employee”) (i) a base compensation and ending on a target annual cash incentive compensation opportunity that, in each case, is at least as favorable as that provided to the date that is 12 months after Current Employee as of immediately prior to the Effective Time, to maintain for and provide to any Company Employee the compensation and (ii) employee benefits maintained (excluding equity and provided to the Company Employees immediately prior to the date of this Agreement (subject to modifications equity-based incentive compensation plans, severance, nonqualified deferred compensation, retention, change in control or transaction compensation arrangements, one-time bonuses, defined pension benefits and increases permitted by Section 5.1retiree health or welfare benefits) and at levels that are substantially comparable in the aggregate that are no less valuable than to those maintained for and provided to the Current Employee as of immediately prior to the date Effective Time under the Company Plans set forth on Section 3.17(a) of this Agreement the Company Disclosure Letter and (subject iii) severance benefits that are at least as favorable as the severance benefits provided by the Company or one of its Subsidiaries to modifications the Current Employee pursuant to the severance plans or arrangements set forth on Section 3.17(a) of the Company Disclosure Letter. Each of the Company, Parent and increases permitted by Section 5.1); provided Purchaser acknowledges that incentive compensation the occurrence of the Effective Time will be discretionary constitute a change in control of the Company (or based on performancesimilar term) under the terms of the Company Plans containing provisions triggering payment, vesting or other rights upon a change in control or similar transaction. (b) As If the Company has not paid annual bonuses in respect of and after calendar year 2023 (“2023 Annual Bonuses”) prior to the Effective Time, then, no later than March 15, 2024, Parent willshall cause the Surviving Corporation or its applicable Subsidiary to pay to each Current Employee who participates in a Company Plan that provides the opportunity to earn an annual bonus in respect of calendar year 2023, such employee’s 2023 Annual Bonus based on the greater of target performance and actual achievement of the applicable performance metrics, subject to the Current Employee’s continued employment through the payment date. If Parent or the Surviving Corporation or any of their respective Affiliates terminates the employment of any Current Employee for any reason other than for cause prior to the payment of the 2023 Annual Bonus such Current Employee shall remain entitled to receive his or her 2023 Annual Bonus, prorated based on the number of days employed during calendar year 2023, and payable as if he or she had remained employed through the date the bonus had been paid, except that the amount payable upon a termination without cause by Parent or the Surviving Corporation or any of their respective Affiliates will be reduced by the value of any severance payment(s) a Current Employee is entitled to pursuant to any severance arrangement applicable to the Current Employee that is measured by reference to the Current Employee’s annual bonus for calendar year 2023. (c) Parent shall cause the Surviving Corporation to, give cause service rendered by Current Employees to the Company Employees who are employed by Parent or and its Subsidiaries immediately following (as well as service with any predecessor employer of the Company or any such Subsidiary, to the extent service with the predecessor employer is recognized by the Company or such Subsidiary under the comparable Company Plans) prior to the Effective Time full credit to be taken into account for purposes of eligibility to participate, level of paid time off and level of severance benefits and vesting and benefit accruals of retirement benefits (but not benefit accrual) under all employee benefit plans, programs, or arrangements of Parent and the Surviving Corporation and its Subsidiaries (the “New Plans”) in which the Current Employees are otherwise eligible to participate, to the same extent and for purposes of benefit accruals the same purpose as such service was taken into account under any defined benefit pension plans or the corresponding Company Plans immediately prior to the Effective Time (the “Old Plans”); provided that the foregoing will not apply to the extent this credit that its application would result in a duplication of benefits for or coverage with respect to the same type of benefits and period of service and not where past service credit was not provided for other new participants in such service. Parent Plans), under any employee benefit (including vacation) plans, programs, policies and arrangements maintained for the benefit of Company Employees as of and after the Effective Time by Parent, its Subsidiaries or shall cause the Surviving Corporation for the Company Employees’ to use commercially reasonable efforts to waive any eligibility requirements, waiting periods, actively-at-work requirements, evidence of insurability requirements or pre-Effective Time service with the Companyexisting condition limitations under any New Plan that provides group medical, its Subsidiaries and their predecessor entities (eachdental, a “Parent Plan”) vision or prescription drug benefits to the same extent recognized by the Company immediately such restriction would not have been applicable to a Current Employee under any comparable Old Plan in which they participated 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 or its Subsidiaries shall (i) cause there to be waived any pre-existing condition or eligibility limitations to the same extent waived by the Company Surviving Corporation and its Subsidiaries to use commercially reasonable efforts to, give such Current Employees credit under the New Plans that provide group medical, dental, vision or prescription drug benefits for any eligible expenses incurred by such Current Employees and their covered dependents and credited to such person under the comparable Company Plans and (ii) give effectOld Plan during the portion of the year prior to the Effective Time for purposes of satisfying all co-payment, in determining any deductible and co-insurance, deductibles, maximum out-of-pocket limitations with requirements, and other out-of-pocket expenses applicable to such Current Employees and their covered dependents in respect to of the plan year in which the Effective Time occurs, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees, in each case under similar plans maintained by the Company and its Subsidiaries immediately prior to the Effective Time. (cd) Parent acknowledges Notwithstanding anything in this Agreement to the contrary, the terms and agrees that conditions of employment for any employees covered by a Labor Agreement shall be governed by the consummation applicable Labor Agreement until the expiration, modification or termination of the Merger shall constitute a “Change in Control” for purposes of each Company Plan listed in Section 6.5(c) of the Company Disclosure Schedule. From and after the Effective Time, Parent will honor, and will cause its Subsidiaries to honor, such Labor Agreement in accordance with its terms, each Company Plan listed in Section 3.10(a) of the Company Disclosure Schedule; provided, however, that nothing herein shall prevent the amendment, suspension or termination of any Company Plan pursuant to its terms or interfere with the Parent’s or Surviving Corporation’s right or obligation to make such changes as are necessary to conform with and applicable Law. (de) No provision of this Agreement (i) prohibits Parent shall provide or the Surviving Corporation from establishing, amending or terminating any Company Plan or any other benefit or compensation plan, policy or arrangement, (ii) requires Parent or the Surviving Corporation to Company Employees the severance benefits set forth in Section 6.5(d) of the Company Disclosure Schedule on the terms and conditions set forth therein, except with respect to keep any Person that is a party employed for any period of time or to a Change in Control Severance Agreement. Nothing contained herein shall prevent Parent from terminating offer any particular term of employment, (iii) constitutes the employment of termination of, establishment or adoption of, or amendment to, any Company EmployeePlan or other benefit or compensation plan, policy or arrangement or (iv) confers upon any Current Employee or any other Person any third-party beneficiary or similar rights or remedies.

Employment and Employee Benefits Matters. (a) Parent shall cause the Surviving Corporation and each of its Subsidiaries, for the period commencing at the Effective Purchase Time and ending on the date that is 12 months after the Effective Timefirst anniversary thereof, to maintain for the individuals employed by the Company at the Purchase Time (the “Current Employees”) compensation and provide benefits provided under employee benefit plans of Parent that are at least as favorable in the aggregate to any Company Employee the compensation and employee benefits maintained for and provided to the Company Current Employees as a group immediately prior to the date of this Agreement Purchase Time (subject to modifications and increases permitted by Section 5.1) and at levels in the aggregate it being understood that are no less valuable than those maintained for and provided immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1equity based compensation may be replaced with cash incentive plans); provided that incentive compensation will be discretionary or based on performance. (b) As of and after the Effective Time, Parent will, or will cause the Surviving Corporation to, give Company Employees who are employed by Parent or its Subsidiaries immediately following the Effective Time full credit for purposes of eligibility and vesting and benefit accruals (but not for purposes of benefit accruals under any defined benefit pension plans or to the extent this credit would result in a duplication of benefits for the same period of service and not where past service credit was not provided for other new participants in such Parent Plans), under any employee benefit (including vacation) 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’ pre-Effective Time service with the Company, its Subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent recognized by the 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 or its Subsidiaries shall (i) cause there to be waived any pre-existing condition or eligibility limitations to the same extent waived by the Company and its Subsidiaries under the comparable Company Plans and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations with respect to the plan year in which the Effective Time occurs, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees, in each case under similar plans maintained by the Company and its Subsidiaries immediately prior to the Effective Time. (c) Parent acknowledges and agrees that the consummation of the Merger shall constitute a “Change in Control” for purposes of each Company Plan listed in Section 6.5(c) of the Company Disclosure Schedule. From and after the Effective Time, Parent will honor, and will cause its Subsidiaries to honor, in accordance with its terms, each Company Plan listed in Section 3.10(a) of the Company Disclosure Schedule; provided, however, that that, subject to the Section 6.4(d), nothing herein in this Section 6.4 shall prevent the amendment, suspension amendment or termination of any Company Plan pursuant to its terms or interfere with the Parent’s or Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable Law. Nothing in this Section 6.4 shall limit the right of Parent, the Surviving Corporation or any of their Subsidiaries to terminate the employment of any Current Employee at any time. (b) Parent will, and will cause the Surviving Corporation to, cause service rendered by Current Employees of the Company prior to the Purchase Time to be taken into account for all purposes of vesting and eligibility and accrual of benefits purposes (except for benefit accrual under (i) any defined benefit pension plan, if applicable, and (ii) newly established employee benefit plans of Parent, the Surviving Corporation and its Subsidiaries for which employees of Parent, the Surviving Corporation and its Subsidiaries do not receive service credit) under employee benefit plans of Parent, the Surviving Corporation and its Subsidiaries, to the same extent as such service was taken into account under the corresponding Company Plans of the Company for those purposes. Current Employees will not be subject to any pre-existing condition limitation under any health employee benefit plan of Parent, the Surviving Corporation or its Subsidiaries for any condition for which they would have been entitled to coverage under the corresponding Company Plan in which they participated prior to the Purchase Time. Parent will, and will cause the Surviving Corporation and its Subsidiaries, to give such Current Employees credit under such employee benefit plans for copayments made and deductibles satisfied prior to the Purchase Time. (c) Section 6.4(a) and (b) shall be binding upon and inure solely to the benefit of each of the parties to this Agreement, and nothing in Section 6.4(a) or (b), express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of Section 6.4(a) or (b) or is intended to be, shall constitute or be construed as an amendment to or modification of any employee benefit plan or arrangement of Parent, the Surviving Corporation or any of their Affiliates or limit in any way the right of Company, Parent, the Surviving Corporation or any of their Affiliates to amend, modify or terminate any of its respective employee benefit plans or arrangements. (d) Parent shall provide cause the Surviving Corporation and each of its Subsidiaries, for a period commencing on the Purchase Time and ending on the first anniversary of the Purchase Time, to Company Employees maintain without amendment adverse to participants, and to honor, the severance benefits set forth in Company’s Severance Pay Plan, as amended, as described on Section 6.5(d6.4(d) of the Company Disclosure Schedule on (the terms and conditions set forth therein“Severance Program“). In respect of the annual cash bonus payable to the Current Employees for service rendered in fiscal year 2008, except Parent shall pay or cause to be paid to (i) each such employee who remains employed through December 31, 2008 a cash bonus that is not lower than (x) one hundred percent (100%) of such employee’s target annual cash bonus for fiscal year 2008 or (y) with respect to any Person Current Employees who participate in annual cash incentive programs for employees outside of the United States, the annual cash bonus which would have otherwise been payable to such Current Employee under the applicable annual cash incentive program pursuant to the terms thereof, and (ii) each such employee whose employment is terminated without Cause (as defined in the Company 2005 Incentive Plan or in the case of a Company Employee who is party to a Relevant Agreement that is a change of control agreement or employment agreement, as defined in the applicable Relevant Agreement) or in the case of a Company Employee who is party to a Change Relevant Agreement that is a change of control agreement or employment agreement, who resigns for Good Reason (as defined in Control Severance the applicable Relevant Agreement), in each case, on or after the Purchase Date but prior to December 31, 2008 a cash bonus no lower than that which would have been determined under clause (i) of this sentence, prorated to reflect the partial year of service (such payments collectively, the “Bonus Obligations“). Nothing contained herein The amount set forth in the previous sentence shall prevent be offset, if applicable, by any amount paid pursuant to the terms of the Company’s annual cash incentive compensation programs with respect to fiscal year 2008. As of the Closing, Parent shall or shall cause the Surviving Corporation (i) to honor, assume expressly and agree to perform the Company Plans set forth in Section 6.4(d) of the Company Disclosure Schedule (the “Relevant Agreements“) without amendment other than in accordance with the terms of the Relevant Agreements, in the case of the Relevant Agreements that are change of control agreements or employment agreements, and without amendment adverse to participants with respect to benefits accrued through the Purchase Time, in the case of all other Relevant Agreements and (ii) to guarantee the due, prompt and faithful performance and discharge by, and compliance with, all of the obligations, covenants, terms, conditions and undertakings of the Company under the Relevant Agreements. This Section 6.4(d) shall survive the consummation of the Offer and the Merger and be binding on Parent and its respective successors and assigns. If Parent or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity resulting from terminating such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the employment successors and assigns of any Company EmployeeParent shall assume the applicable obligations set forth in this Section 6.4(d).

Employment and Employee Benefits Matters. (a) Parent shall will, and will cause the Surviving Corporation and each of its other Subsidiaries to, for the one-year period following the Effective Time, maintain for each employee of the Company or any of its Subsidiaries at the Effective Time who remains so employed immediately following the Effective Time (each, a “Current Employee”) (i) each of base salary or wages (as applicable) and a target annual cash incentive compensation opportunity at least as favorable as that provided to the Current Employee as of immediately prior to the Effective Time, (ii) employee benefits (other than severance) that are at least as favorable in the aggregate as the employee benefits (other than severance) maintained for and provided to the Current Employees as of immediately prior to the Effective Time, and (iii) severance benefits that are at least as favorable as the severance benefits provided by the Company or a Company Subsidiary to the Current Employee as of immediately prior to the Effective Time under the plans listed in Section 5.4(a) of the Company Disclosure Letter. Each of the Company, Parent and Purchaser acknowledges that the occurrence of the Effective Time will constitute a change in control (or other similar term) of the Company under the terms of the Company Plans containing provisions triggering payment, vesting or other rights upon a change in control or similar transaction. (b) At any time prior to the Effective Time, the Company may pay to each designated employee a bonus in such amount as is determined by the Company Board (or a committee of the Company Board) within the parameters disclosed in Section 5.4(b) of the Company Disclosure Letter. (c) Parent will, and will cause the Surviving Corporation to, cause service rendered by Current Employees to the Company and its Subsidiaries prior to the Effective Time to be taken into account for purposes of eligibility to participate, level of benefits and vesting, and accrual of vacation and paid-time-off under all employee benefit plans of Parent, the Surviving Corporation and its Subsidiaries, for the period commencing at the Effective Time and ending on the date that is 12 months after the Effective Time, to maintain for and provide to any Company Employee the compensation and employee benefits maintained and provided to the same extent as such service was taken into account under the corresponding Company Employees Plans immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1) and at levels in the aggregate that are no less valuable than those maintained for and provided immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1); provided that incentive compensation will be discretionary or based on performance. (b) As of and after the Effective Time, Parent will, or will cause the Surviving Corporation to, give Company Employees who are employed by Parent or its Subsidiaries immediately following the Effective Time full credit for purposes of eligibility and vesting and benefit accruals those purposes; provided, that, the foregoing will not apply (but not for purposes of benefit accruals under any defined benefit pension plans or i) to the extent this credit that its application would result in a duplication of benefits for with respect to the same period of service or (ii) for any purpose under a defined benefit pension plan, post-retirement health or welfare plan, or any benefit plan that is frozen to new participants. Without limiting the generality of the foregoing, Parent will not, and not where past service credit was not provided for other new participants in such Parent Plans)will cause the Surviving Corporation to not, subject Current Employees to any eligibility requirements, waiting periods, actively-at-work requirements or pre-existing condition limitations under any employee benefit (including vacation) plans, programs, policies and arrangements maintained for the benefit plan of Company Employees as of and after the Effective Time by Parent, its Subsidiaries or the Surviving Corporation for the Company Employees’ pre-Effective Time service with the Company, or its Subsidiaries and their predecessor entities (each, a “Parent Plan”) for any condition for which they would have been entitled to coverage under the same extent recognized by the corresponding Company immediately Plan in which they participated prior to the Effective Time. With respect Parent will use commercially reasonable efforts to each Parent Plan that is a “welfare benefit plan” (as defined in Section 3(1) of ERISA)give, Parent or its Subsidiaries shall (i) cause there to be waived given, the Current Employees credit under such employee benefit plans for any pre-existing condition or eligibility limitations eligible expenses incurred by such Current Employees and their covered dependents under a Company Plan during the portion of the year prior to the same extent waived by the Company and its Subsidiaries under the comparable Company Plans and (ii) give effectEffective Time for purposes of satisfying all co-payment, in determining any deductible and co-insurance, deductibles, maximum out-of-pocket limitations with requirements, and other out-of-pocket expenses applicable to such Current Employees and their covered dependents in respect to of the plan year in which the Effective Time occurs. (d) If requested by Parent at least five (5) Business Days prior to the Closing Date, the Company shall adopt written resolutions of the appropriate governing body in a form reasonably satisfactory to Parent (copies of which shall be provided to Parent prior to the Closing and shall be subject to Parent’s reasonable review and comment), to claims incurred and amounts paid byterminate each Company Plan intended to be qualified under Section 401(a) of the Code (the “Company 401(k) Plan”), and amounts reimbursed to, to fully vest the account balances of participants under such Company Employees401(k) Plan, in each case under similar plans maintained by effective no later than the Company and its Subsidiaries immediately prior Business Day preceding the Closing Date, subject to the occurrence of the Effective Time. Parent shall use commercially reasonable efforts to permit each Current Employee to immediately be eligible to participate in a defined contribution plan intended to be tax-qualified that is sponsored by the Parent (a “Parent 401(k) Plan”) and to elect to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 402(c)(4) of the Code) in cash or loan notes in an amount equal to the entire eligible rollover distribution distributable to such Current Employee from the Company 401(k) Plan to the Parent 401(k) Plan. (ce) Without limiting the generality of Section 8.6, no provision of this Agreement (i) prohibits Parent acknowledges and agrees that or the consummation of the Merger shall constitute a “Change in Control” for purposes of each Surviving Corporation from amending or terminating any individual Company Plan listed in Section 6.5(c) of the Company Disclosure Schedule. From and after the Effective Time, Parent will honor, and will cause its Subsidiaries to honor, or any other employee benefit plan in accordance with its terms, each Company Plan listed in Section 3.10(a(ii) requires Parent or the Surviving Corporation to keep any Person employed for any period of time, (iii) constitutes the Company Disclosure Schedule; providedestablishment or adoption of, howeveror amendment to, that nothing herein shall prevent the amendment, suspension or termination of any Company Plan pursuant to its terms or interfere with the Parent’s other employee benefit plan or Surviving Corporation’s right (iv) confers upon any Current Employee or obligation to make such changes as are necessary to conform with applicable Lawany other Person any third-party beneficiary or similar rights or remedies. (d) Parent shall provide to Company Employees the severance benefits set forth in Section 6.5(d) of the Company Disclosure Schedule on the terms and conditions set forth therein, except with respect to any Person that is a party to a Change in Control Severance Agreement. Nothing contained herein shall prevent Parent from terminating the employment of any Company Employee.

Employment and Employee Benefits Matters. (a) Parent shall cause the Surviving Corporation and its Subsidiaries, for the period commencing at the Effective Time and ending on the date that is 12 months after the Effective Time, to maintain for and provide to any Company Employee the compensation and employee benefits maintained and provided to the Company Employees immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1) and at levels in the aggregate that are no less valuable than those maintained for and provided immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1); provided that incentive compensation will be discretionary or based on performance. (b) As of and after the Effective TimeClosing, Parent will, or will cause the Second Step Surviving Corporation to, or, where approval of a third party provider is required, use commercially reasonable efforts to, give Company Employees who are employed by Parent or its Subsidiaries immediately following the Effective Time full credit for purposes of eligibility and vesting and benefit accruals (but not (i) for purposes of benefit accruals under any defined benefit pension plans or plans, (ii) to the extent this credit would result in a duplication of benefits for the same period of service and not where past service credit was not provided service, or (iii) for other new participants in such Parent Plans), purposes of eligibility or benefits under any post termination welfare benefits) under any employee compensation and incentive plans, benefit (including vacation) plans, programs, policies and arrangements maintained for the benefit of Parent and its Subsidiaries in which Company Employees as of participate from and after the Effective Time by Parent, its Subsidiaries or the Surviving Corporation Closing Date for the Company Employees’ pre-Effective Time service with the Company, its Subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent recognized by the Company or any Subsidiary immediately prior to the First Effective Time. With respect to each Parent Plan that is a “welfare benefit plan” (as defined in Section 3(1) of ERISA), the Parent or its Subsidiaries shall use commercially reasonable efforts to (i) cause there to be waived any pre-existing condition or eligibility limitations to the same extent waived by the Company and its Subsidiaries under the comparable Company Plans limitations, and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations with respect to the plan year in which the Effective Time occurslimitations, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees, in each case Employees under similar plans maintained by the Company and its Subsidiaries immediately prior to the Effective TimeClosing. (cb) Parent acknowledges and agrees that the consummation of the Merger Nothing in this Agreement shall constitute a “Change in Control” for purposes of each modify or amend any Company Plan listed or other agreement, plan, program or document. Nothing in this Section 6.5(c) 6.6 shall obligate Parent, the First Step Surviving Corporation, the Second Step Surviving Corporation or any of the Company Disclosure Schedule. From and their respective Affiliates to employ any person for any period of time after the First Effective Time, and this Section 6.6 shall not be construed to limit the ability of Parent will honor, and will cause its Subsidiaries to honor, in accordance with its terms, each Company Plan listed in Section 3.10(a) of the Company Disclosure Schedule; provided, however, that nothing herein shall prevent the amendment, suspension or termination of any Company Plan pursuant to its terms or interfere with the Parent’s or Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable Law. (d) Parent shall provide to Company Employees the severance benefits set forth in Section 6.5(d) of the Company Disclosure Schedule on alter the terms and conditions set forth thereinof, except with respect or terminate, the employment of any person. Without limiting the generality of Section 9.6, the provisions of this Section 6.6 are solely for the benefit of the parties to this Agreement, and no current or former employee (including any beneficiary or dependent thereof) or any other Person that is shall be regarded for any purpose as a third-party to a Change in Control Severance beneficiary of the Agreement. Nothing contained herein in this Section 6.6 shall prevent Parent from terminating be construed to restrict in any way the ability of Parent, the Surviving Corporation or any of their Affiliates to (i) amend, terminate or modify the duties, responsibilities or employment of any Company Employee, (ii) amend, terminate or modify any Company Plan or any compensation or benefit arrangement or any other employee benefit plans or programs maintained by Parent, the First Step Surviving Corporation, the Second Step Surviving Corporation or any of their respective Affiliates at any time or from time to time, or (iii) grant any Employee any special right for compensation.

Employment and Employee Benefits Matters. (a) Parent shall, and shall cause the Surviving Corporation and each of its Subsidiariesother Subsidiaries to, for a period of one year following the period commencing Effective Time, maintain for each individual employed by the Company or any of its Subsidiaries at the Effective Time who continues to be employed by the Parent or the Surviving Corporation or any Subsidiary thereof (each, a “Current Employee”) (i) each of base compensation and ending on a target annual cash incentive compensation opportunity that are, in each case, at least as favorable as those provided to the date that is 12 months after Current Employee as of immediately prior to the Effective Time, to maintain for and provide to any Company Employee the compensation and (ii) employee benefits maintained and (excluding any equity, equity-based, change in control or severance benefits or any defined benefit retirement benefits) that are substantially comparable in the aggregate to either (in the discretion of Parent) (A) the employee benefits provided to the Company Employees Current Employee immediately prior to the date Closing or (B) the employee benefits provided to similarly-situated employees of this Agreement Parent and its Subsidiaries and (subject to modifications and increases permitted by Section 5.1iii) and at levels in the aggregate severance benefits that are no less valuable than those maintained for and at least as favorable as the severance benefits provided by the Company or one of its Subsidiaries to the Current Employee as of immediately prior to the date Effective Time. Each of this Agreement the Company, Parent and Purchaser acknowledges that the occurrence of the Acceptance Time will constitute a change in control of the Company (subject to modifications and increases permitted by or similar term) under the terms of the Company Plans set forth on Section 5.1); provided 6.4 of the Company Disclosure Letter that incentive compensation will be discretionary contain provisions triggering payment, vesting or based on performanceother rights upon a change in control or similar transaction. Nothing herein shall prevent Parent or any of its Affiliates (including, after the Closing, the Company or any of its Subsidiaries) from terminating the employment of any Current Employee in compliance with applicable Law. (b) As of and after the Effective TimeSubject to applicable Laws, Parent willshall, or will and shall cause the Surviving Corporation to, give cause service rendered by Current Employees to the Company Employees who are employed by Parent or and its Subsidiaries immediately following prior to the Effective Time full credit to be taken into account for purposes of eligibility and vesting and eligibility to participate in employee benefit accruals plans of Parent and the Surviving Corporation and its Subsidiaries for which a Current Employee is otherwise eligible to participate (but such service credit shall not be provided for purposes of benefit accruals accrual, except for vacation and other paid time-off and severance or similar pay, as applicable), to the same extent as such service was taken into account under any defined benefit pension plans or the corresponding Company Plans immediately prior to the Effective Time for those purposes; provided, that, the foregoing will not apply to the extent this credit that its application would result in a duplication of benefits for with respect to the same period of service; provided, further, that, the service and of a Current Employee prior to the Effective Time shall not where past service credit was not provided be recognized for the purpose of any entitlement to participate in, or receive benefits with respect to, any retiree medical programs or other new participants in such retiree welfare benefit programs or any defined benefit plan. Parent Plans), shall use reasonable best efforts to (i) waive any pre-existing condition limitations under any employee benefit (including vacation) plans, programs, policies and arrangements maintained for the benefit plan of Company Employees as of and after the Effective Time by Parent, its Subsidiaries or the Surviving Corporation for the Company Employees’ pre-Effective Time service with the Company, or its Subsidiaries and their predecessor entities (each, for any condition for which a “Parent Plan”) Current Employee would have been entitled to coverage under the same extent recognized by the corresponding Company immediately Plan in which they participated 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 or its Subsidiaries shall (i) cause there to be waived any pre-existing condition or eligibility limitations to the same extent waived by the Company and its Subsidiaries under the comparable Company Plans and (ii) give effectcredit Current Employees under such employee benefit plans for any eligible expenses incurred by such Current Employees and their covered dependents under a Company Plan during the portion of the year prior to the Effective Time for purposes of satisfying all co-payment, in determining any deductible and co-insurance, deductibles, maximum out-of-pocket limitations with requirements, and other out-of-pocket expenses applicable to such Current Employees and their covered dependents in respect to of the plan year in which the Effective Time occurs, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees, in each case under similar plans maintained by the Company and its Subsidiaries immediately prior to the Effective Time. (c) Without limiting the generality of Section 6.4, no provision of this Agreement (i) prohibits Parent acknowledges and agrees that or the consummation of the Merger shall constitute a “Change in Control” for purposes of each Surviving Corporation from amending or terminating any individual Company Plan listed in Section 6.5(c) of the Company Disclosure Schedule. From and after the Effective Time, Parent will honor, and will cause its Subsidiaries to honor, or any other employee benefit plan in accordance with its terms, each (ii) requires Parent or the Surviving Corporation to keep any Person employed for any period of time, (iii) constitutes the establishment or adoption of, or amendment to, any Company Plan listed or other employee benefit plan or (iv) confers upon any Current Employee or any other Person any third-party beneficiary or similar rights or remedies. (d) Unless otherwise requested in writing by Parent, no later than seven (7) days prior to the Effective Time, the Company Board (or the appropriate committee thereof) shall take actions (i) necessary to terminate any Company Plan intended to include a Code section 401(k) arrangement (a “Company 401(k) Plan”), such termination to be effective as of the day prior to the Closing Date and contingent upon the occurrence of the Effective Time, and (ii) as described in Section 3.10(a6.4(d) of the Company Disclosure Schedule; providedLetter. The Company shall provide Parent with evidence that such actions have been taken (the form and substance of which shall be subject to reasonable review and comment by Parent). Parent shall, however, that nothing herein shall prevent as soon as reasonably practicable after the amendment, suspension or termination of any Company Plan pursuant to its terms or interfere Effective Time (and consistent with the Parent’s or Surviving Corporationadministrative practices with respect to similarly-situated employees in similar acquisitions), offer participation in Parent’s right or obligation tax qualified defined contribution plan (“Parent 401(k) Plan”) to make such changes each Current Employee who was an active participant in a Company 401(k) Plan as are necessary to conform with applicable Law. (dof the date of its termination and who satisfies the eligibility requirements of the Parent 401(k) Parent shall provide to Company Employees the severance benefits Plan as set forth in on Section 6.5(d6.4(d) of the Company Disclosure Schedule Letter. For the period between the Closing Date and date on which Current Employees are offered participation in the terms Parent 401(k) Plan, Parent shall provide each such Current Employee with a temporary increase in pay equivalent to full matching contribution for which such Current Employee would have been eligible had such Current Employee been an active participant in the Parent 401(k) Plan, subject to any limitations under the Code. If elected by such Current Employee in accordance with applicable Law, Parent shall cause the Parent 401(k) Plan to, following the Closing Date, accept a “direct rollover” to such Parent 401(k) Plan of the account balances (including any participant loans) of such Current Employee. (e) All formal broad-based written communications by the Company or its agents to the officers or employees of the Company and conditions set forth thereinits Subsidiaries pertaining to compensation or benefit matters that are affected by this Agreement shall be subject to Parent’s prior consent (not to be unreasonably withheld, except conditioned or delayed), unless such communication is consistent in all material respects with a communication previously approved by Parent or includes only information that is specifically included in this Agreement (including the Company Disclosure Letter). The Company shall provide Parent with a copy of the intended communication covered by this subsection (e), and Parent shall have a reasonable period of time to review and comment on each such communication (such review and comments not to be unreasonably withheld, conditioned or delayed). Any group oral presentations with respect to any Person that is a party to a Change in Control Severance Agreement. Nothing contained herein the above shall prevent Parent from terminating the employment of any Company Employeebe materially consistent with such formal written communications.

Employment and Employee Benefits Matters. (a) Without limiting any rights that any Company Employee may have under any Company Plan, Parent shall cause the Surviving Corporation and each of its Subsidiariessubsidiaries to maintain, for the period commencing at the Effective Time and ending on December 31, 2012 (the date that is 12 months after “Benefit Continuation Period”), the Effective Time, to maintain for and provide to any Company Employee the compensation and employee benefits maintained and provided to severance-related provisions of the Company Employees Plans existing immediately prior to the date Effective Time and set forth on Section 6.6(a) of this Agreement the Company Disclosure Schedule and to provide the severance payments and benefits contemplated by such provisions to any Person who is employed by the Company or any of its subsidiaries as of the Effective Time (subject to modifications and increases permitted by Section 5.1a “Continuing Employee” ) and at levels in the aggregate that to whom such provisions are no less valuable than those maintained for and provided applicable as of immediately prior to the date Effective Time whose employment is terminated during the Benefit Continuation Period in accordance with the terms and conditions of this Agreement such provisions (subject except as otherwise agreed to modifications and increases permitted by Section 5.1the applicable Continuing Employee); provided that incentive compensation will be discretionary or based on performance. (b) Without limiting any rights that any Company Employee may have under any Company Plan, Parent shall cause the Surviving Corporation and each of its subsidiaries to maintain for any Continuing Employee, during the Benefit Continuation Period, subject to paragraph (a) above and except as otherwise agreed to by the applicable Continuing Employee: (i) compensation levels (such term to mean salary and/or wages and annual cash incentive compensation opportunities, excluding, for the avoidance of doubt, any equity-based compensation), (ii) health and welfare benefits and (iii) retirement benefits, that for each category are no less favorable, in the aggregate, than, the compensation levels, health and welfare benefits, and retirement benefits, respectively, which such Continuing Employee was eligible to receive as of immediately prior to the Effective Time; provided, however, that neither Parent nor any of its affiliates shall be obligated to continue to employ any Continuing Employee or maintain any particular employee benefit plan for any specific period of time following the Effective Time. (c) As of and after the Effective Time, Parent will, or will cause the Surviving Corporation to, give Company Continuing Employees who are employed by Parent or its Subsidiaries immediately following the Effective Time full credit for purposes of eligibility and eligibility, participation, vesting and benefit accruals (but not for purposes of benefit accruals under any defined benefit pension plans or plans, to the extent this credit would result in a duplication of benefits for the same period of service and not where past service credit was not provided for other new participants in such Parent Plansservice), under any employee compensation and incentive plans, benefit (including vacation) plans, programs, policies and arrangements established or maintained for the benefit of Company Continuing Employees as of and after the Effective Time by Parent, its Subsidiaries subsidiaries or the Surviving Corporation for the Company Continuing Employees’ pre-Effective Time service with the Company, its Subsidiaries subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent recognized by the 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, regardless as to whether or not such Parent Plan is subject to ERISA), Parent or its Subsidiaries shall subsidiaries shall, to the extent permitted under applicable law, (i) cause there to be waived any pre-existing condition or eligibility limitations to the same extent waived by the Company and its Subsidiaries under the comparable Company Plans and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations with respect to the plan year in which the Effective Time occurslimitations, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees, in each case Employees under similar plans maintained by the Company and its Subsidiaries immediately prior to subsidiaries in the plan year in which the Effective TimeTime occurs. (cd) Parent acknowledges and agrees that the consummation of the Merger shall constitute a “Change in Control” for purposes of each Company Plan listed in Section 6.5(c) of the Company Disclosure Schedule. From and after the Effective Time, Parent will honor, and will cause its Subsidiaries 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 Plan listed or any of its subsidiaries and any officer, director or employee of that company, (ii) all cash bonus plans or programs and (iii) all obligations pursuant to Company Plans in Section 3.10(aeffect as of the Effective Time, in each case to the extent legally binding on the Company or any of its subsidiaries. (e) No later than ten (10) Business Days following the date of this Agreement with respect to each “officer” of the Company Disclosure Schedule(as defined in Rule 16a-1 promulgated under the Exchange Act) (each a “Section 16 Officer”); provided, however, that nothing herein shall prevent and no later than 20 Business Days following the amendment, suspension or termination date of any Company Plan pursuant to its terms or interfere with the Parent’s or Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable Law. (d) Parent shall provide to Company Employees the severance benefits set forth in Section 6.5(d) of the Company Disclosure Schedule on the terms and conditions set forth therein, except this Agreement with respect to any Person other “disqualified individual” of the Company (as defined in Section 280G(c) of the Code), the Company shall furnish a schedule that is sets forth (i) the Company’s reasonable, good faith estimate of the maximum amount (separately identifying single and double-trigger amounts and any tax gross-up payments) that could be paid to such Section 16 Officer or other disqualified individual as a party result of any of the transactions contemplated by this Agreement (alone or in combination with any other event), (ii) the “base amount” (as defined in Section 280G(b)(3) of the Code) for each such Section 16 Officer or other disqualified individual, and (iii) underlying documentation on which such calculations are based. The schedules and underlying documentation required by this Section 6.6(e) shall be updated and delivered to Parent not later than twenty (20) Business Days prior to the anticipated Closing Date. (f) The Parties acknowledge and agree that all provisions contained in this Section 6.6 are included for the sole benefit of the respective Parties and shall not create any right in any other Person, including, any Company Employee or Continuing Employee. No provision in this Agreement shall create any right to employment or to continued employment or to a Change in Control Severance Agreementparticular term or condition of employment with the Company or any of its subsidiaries or Parent or any of their respective affiliates. Nothing contained herein in this Section 6.6 or any other provision of this Agreement (i) shall prevent be construed to establish, amend, or modify any benefit plan, program or arrangement, or (ii) shall limit the ability of the Company or Parent from terminating the employment or any of their respective affiliates to amend, modify or terminate any Company Employeebenefit plan, program or arrangement.

Employment and Employee Benefits Matters. (a) Without limiting any additional rights that any Company Employee may have under any Company Plan, Parent shall cause the Surviving Corporation and each of its Subsidiariessubsidiaries, for a period commencing at the Effective Time and ending on the first anniversary thereof, to provide severance and other separation-related payments and benefits not less favorable, in any case, than those provided for under the severance- or separation-related provisions of the Company Plans as in effect immediately prior to the Effective Time as set forth in Section 6.6(a) of the Company Disclosure Schedule for any Company Employee employed by the Company or any of its subsidiaries on the date hereof whose employment terminates during that 12 month period in circumstances entitling such Company Employee to payments or benefits under such severance- or separation-related provisions as in effect immediately prior to the Effective Time. (b) Without limiting any additional rights that any Company Employee may have under any Company Plan, Parent shall cause the Surviving Corporation and each of its subsidiaries, for the period commencing at the Effective Time and ending on the first anniversary thereof (or if earlier, the date that is 12 months after of the Effective TimeCompany Employee’s termination of employment with Parent and its affiliates), to maintain for and provide to any Company Employee (i) subject to paragraph (a) above, compensation levels (such term to include only salary, cash, bonus opportunities and commissions) that in the aggregate are substantially comparable to the Company Employee than, and (ii) benefits provided under material Company Plans providing welfare and retirement benefits that in the aggregate are substantially comparable to the Company Employee, and are provided on terms that in the aggregate are substantially comparable to the Company Employee, as the overall compensation levels and employee benefits (and the terms thereof) maintained for and provided to the such Company Employees Employee immediately prior to the date Effective Time; provided, however, that Parent shall maintain the Company’s bonus plan throughout the term of this Agreement (subject to modifications and increases permitted by Section 5.1) and at levels in the aggregate that are no less valuable than those maintained for and provided immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1); provided that incentive compensation will be discretionary or based on performanceCompany’s 2007 fiscal year. (bc) As of and after the Effective Time, Parent will, or will cause the Surviving Corporation to, give each Company Employees who are employed by Parent or its Subsidiaries immediately following the Effective Time Employee full credit for purposes of eligibility and eligibility, vesting and benefit accruals (but not for purposes of benefit accruals under any defined benefit pension plans or to the extent this credit would result in a duplication of benefits for the same period of service and not where past service credit was not provided for other new participants in such Parent Plans), under any employee compensation and incentive plans, benefit (including vacation) plans, programs, policies and arrangements maintained for the benefit of Company Employees as of and after the Effective Time by Parent, its Subsidiaries Parent or the Surviving Corporation (each, a “New Plan”) for the Company Employees’ pre-Effective Time Employee’s service with the Company, its Subsidiaries subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent recognized by the Company and the applicable Company Plan or Plans immediately prior to the Effective Time. With respect to each Parent New Plan that is a “welfare benefit plan” (as defined in Section 3(1) of ERISA), Parent or its Subsidiaries subsidiaries shall (i) cause there to be waived any pre-existing condition or eligibility exclusions or limitations to the same extent waived by the Company and its Subsidiaries under the comparable Company Plans and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations with respect to the plan year in which the Effective Time occurslimitations, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees, in each case Employees under similar plans maintained by the Company and its Subsidiaries subsidiaries immediately prior to the Effective TimeTime or immediately prior to the date the New Plan is later made available to Company Employees. (cd) Parent acknowledges and agrees that The provisions of this Section 6.6 are solely for the consummation benefit of the Merger respective parties to this agreement and nothing in this Section 6.6, express or implied, shall constitute a “Change confer upon any Company Employee, or legal representative or beneficiary thereof, any rights or remedies, including any right to employment or continued employment for any specified period, or compensation or benefits of any nature or kind whatsoever under this Agreement. Nothing in Control” for purposes of each Company Plan listed in this Section 6.5(c) 6.6, expressed or implied, shall be construed to limit the ability of the sponsor of any Company Disclosure Schedule. From and Plan, after the Effective Time, Parent will honor, and will cause its Subsidiaries to honor, amend or terminate any Company Plan in accordance with its terms, each Company Plan listed in Section 3.10(a) of the Company Disclosure Schedule; provided, however, that nothing herein shall prevent the amendment, suspension or termination of any Company Plan pursuant to its terms or interfere with the Parent’s or Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable Law. (de) Parent No fewer than two Business Days prior to the Closing Date, the Company shall provide to Company Employees the severance benefits set forth in Section 6.5(d(i) cause all of the Company Disclosure Schedule on account balances of the terms participants under the xXxxxxxx.xxx 401(k) Plan to become fully vested and conditions set forth thereinnon-forfeitable, except with respect and (ii) terminate the xXxxxxxx.xxx 401(k) Plan and provide evidence reasonably satisfactory to any Person that is a party to a Change in Control Severance Agreement. Nothing contained herein shall prevent Parent from terminating the employment of any Company Employeesuch termination.

Employment and Employee Benefits Matters. (a) Parent shall cause the Surviving Corporation and its Subsidiaries, for the period commencing at the Effective Time and ending on the date that is 12 months after At or prior to the Effective Time, the “TRU” Partnership Employees’ Savings and Profit Sharing Plan, as amended and restated (the “401(k) Plan”) shall be amended to maintain provide that any participant who has at least four years of service credited for and provide to any Company Employee vesting purposes under the compensation and employee benefits maintained and provided 401(k) Plan as of the Effective Time shall be fully vested in all of his or her accounts under the 401(k) Plan; provided, however, this provision shall not apply to the Company Employees immediately prior extent that it causes the 401(k) Plan or the trust pursuant thereto to the date of this Agreement (subject fail to modifications and increases permitted by Section 5.1constitute a qualified plan or trust, as applicable, under Sections 401(a) and at levels in 501(a) of the aggregate that are no less valuable than those maintained for and provided immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1); provided that incentive compensation will be discretionary or based on performanceCode. (b) As of and after the Effective Time, Parent will, At or will cause the Surviving Corporation to, give Company Employees who are employed by Parent or its Subsidiaries immediately following the Effective Time full credit for purposes of eligibility and vesting and benefit accruals (but not for purposes of benefit accruals under any defined benefit pension plans or to the extent this credit would result in a duplication of benefits for the same period of service and not where past service credit was not provided for other new participants in such Parent Plans), under any employee benefit (including vacation) 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’ pre-Effective Time service with the Company, its Subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent recognized by the Company immediately prior to the Effective Time. With respect to , the Company shall cause all accounts, awards, deferrals, and contributions of any type whatsoever under each Parent of the Toys “R” Us, Inc. Partnership Group Deferred Compensation Plan, the Toys “R” Us, Inc. Management Deferred Compensation Plan, the Toys “R” Us, Inc. Non-Employee Directors’ Deferred Compensation Plan, and the Toys “R” Us, Inc. Supplemental Executive Retirement Plan that is a (the “welfare benefit plan” Deferred Compensation Plans”) (as defined including, without limitation, deferred profit shares issued in Section 3(1connection with the exercise of stock options) of ERISA), Parent or its Subsidiaries shall (i) cause there to be waived any pre-existing condition or eligibility limitations fully vested no later than the Effective Time. The Company shall cause the Deferred Compensation Plans to the same extent waived by the Company and its Subsidiaries under the comparable Company Plans and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations with respect to the plan year in which terminate as of the Effective Time occursand, as part of that termination, shall cause all accounts under the Deferred Compensation Plans to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees, be distributed to participants thereunder (whether or not then in each case under similar plans maintained by pay status) no later than 15 days following the Company and its Subsidiaries immediately prior to the Effective TimeClosing Date. (c) Parent acknowledges Prior to the Effective Time, the Company’s Compensation and agrees that Organizational Development Committee shall have established performance targets for the consummation first two quarters of the Merger shall constitute a fiscal year ending January 28, 2006, under the Amended and Restated Toys “Change R” Us, Inc. Management Incentive Compensation Plan (the “Management Incentive Plan”) that are consistent with performance targets established under the Management Incentive Plan in Control” for purposes of each Company Plan listed in Section 6.5(c) of the Company Disclosure Scheduleprior years. From and after the Effective Time, the performance targets under the Management Incentive Plan with respect to the quarterly period during which the Closing Date occurs (and the prior quarter, to the extent the performance for such prior quarter has not been certified as of the Effective Time), shall not be changed and the committee or board responsible after the Closing Date for certifying performance for such quarter(s) shall not exercise any negative discretion to pay less than the amount earned under the applicable incentive bonus formula. (d) As of the date of this Agreement, the Company maintains a rabbi trust known as the Grantor Trust for Toys “R” Us, Inc. Supplemental Executive Retirement Plan (the “SERP Rabbi Trust”), which holds life insurance policies in connection with the Toys “R” Us, Inc. Split Dollar Plan (the “Split Dollar Plan”). For a period of five years after the Effective Time, Parent will honorshall cause the Company to maintain the Split Dollar Plan and the SERP Rabbi Trust in effect for the benefit of the participants in such plan as of immediately prior to the Effective Time and to keep the SERP Rabbi Trust funded with the policies of insurance on the lives of the such participants as in effect immediately prior to the Effective Time, or to substitute policies providing a death benefit equal to the liabilities under the Split Dollar Plan. In addition, Parent shall cause the Company to maintain in effect at least through the end of the fiscal year ending January 28, 2006 the Benefit Plans, Foreign Plans and will cause its Subsidiaries to honor, in accordance with its terms, each Company Plan benefits listed in Section 3.10(a6.15(d) of the Company Disclosure Schedule; providedLetter, howeveras such Benefit Plans, Foreign Plans and benefits may be adjusted as provided in this Agreement, or substitute plans or arrangements that nothing herein shall prevent in the amendmentaggregate provide compensation or benefits that are not materially less favorable to the participants than such Benefit Plans, suspension or termination of any Company Plan pursuant to its terms or interfere with the Parent’s or Surviving Corporation’s right or obligation to make such changes Foreign Plans and benefits, as are necessary to conform with applicable Law. (d) adjusted. For this purpose, Parent shall provide recognize and cause to Company Employees be given full effect and credit for any amounts paid by participants under any plan which amounts are characterized under such plan as deductibles, co-payments, or other similar features. Parent shall give effect to all benefit elections made by plan participants prior to the severance benefits set forth Effective Time. Nothing contained in Section 6.5(d) this Agreement shall restrict the ability of the Company Disclosure Schedule on the terms and conditions set forth therein, except with respect to or any Person that is a party to a Change in Control Severance Agreement. Nothing contained herein shall prevent Parent of its Affiliates from terminating the employment of any employee of the Company Employeeor any of the Company Subsidiaries for any reason following the Effective Time.

Employment and Employee Benefits Matters. (a) From the Effective Time until the earlier of the first anniversary of the Effective Time and the date on which a Continuing Employee (as defined below) ceases to be employed by Parent, the Surviving Corporation or any of their respective Subsidiaries, Parent shall, and shall cause the Surviving Corporation and each of its other Subsidiaries to, maintain for each individual employed by the Company or any of its Subsidiaries immediately prior to the Effective Time (each, a “Continuing Employee”) (i) each of an annual rate of base salary or wages, as applicable, and a target annual cash incentive compensation opportunity, that are not less than that provided to the Continuing Employee as of immediately prior to the Effective Time, and (ii) employee benefits that are substantially comparable in the aggregate to the employee benefits maintained for and provided to the Continuing Employee as of immediately prior to the Effective Time (excluding severance, defined benefit pension, nonqualified deferred compensation, retiree or post-employment health and welfare, equity or equity-based, and change in control compensation or benefits). (b) Parent shall, and shall cause the Surviving Corporation to, cause service rendered by Continuing Employees to the Company and its Subsidiaries prior to the Effective Time to be taken into account for all purposes under employee benefit plans of Parent and the Surviving Corporation and its Subsidiaries (other than for benefit accrual purposes under any defined benefit plan), to the same extent as such service was taken into account under the corresponding Company Plans immediately prior to the Effective Time for those purposes; provided, that, the foregoing will not apply (i) to the extent that its application would result in a duplication of benefits with respect to the same period of service, or (ii) to any defined benefit pension, or retiree or post-employment health and welfare benefit plans. Without limiting the generality of the foregoing, Parent shall, and shall cause the Surviving Corporation to use commercially reasonable efforts to not, subject Continuing Employees to any eligibility requirements, waiting periods, actively-at-work requirements or pre-existing condition limitations under any employee benefit plan of Parent, the Surviving Corporation or its Subsidiaries for any condition for which they would have been entitled to coverage under the corresponding Company Plan in which they participated prior to the Effective Time. Parent shall, and shall cause the Surviving Corporation and its Subsidiaries, for the period commencing at the Effective Time and ending on the date that is 12 months after the Effective Time, to maintain for and provide to any Company Employee the compensation and employee benefits maintained and provided to the Company Employees immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1) and at levels in the aggregate that are no less valuable than those maintained for and provided immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1); provided that incentive compensation will be discretionary or based on performance. (b) As of and after the Effective Time, Parent will, or will cause the Surviving Corporation Subsidiaries to, use commercially reasonable efforts to give Company such Continuing Employees who are employed by Parent or its Subsidiaries immediately following the Effective Time full credit for purposes of eligibility and vesting and benefit accruals (but not for purposes of benefit accruals under any defined benefit pension plans or to the extent this credit would result in a duplication of benefits for the same period of service and not where past service credit was not provided for other new participants in such Parent Plans), under any employee benefit (including vacation) plans, programs, policies and arrangements maintained plans for the benefit of Company any eligible expenses incurred by such Continuing Employees as of and after the Effective Time by Parent, its Subsidiaries or the Surviving Corporation for the Company Employees’ pre-Effective Time service with the Company, its Subsidiaries and their predecessor entities (each, covered dependents under a “Parent Plan”) to Company Plan during the same extent recognized by portion of the Company immediately plan year prior to the Effective Time. With respect to each Parent Plan that is a “welfare benefit plan” (as defined in Section 3(1) Time for purposes of ERISA)satisfying all co-payment, Parent or its Subsidiaries shall (i) cause there to be waived any preco-existing condition or eligibility limitations to the same extent waived by the Company and its Subsidiaries under the comparable Company Plans and (ii) give effectinsurance, in determining any deductible and deductibles, maximum out-of-pocket limitations with requirements, and other out-of-pocket expenses applicable to such Continuing Employees and their covered dependents in respect to of the plan year in which the Effective Time occurs, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees, in each case under similar plans maintained by the Company and its Subsidiaries immediately prior to the Effective Time. (c) Parent acknowledges As soon as practicable (and agrees in no event later than ten (10) Business Days) following the adoption of the this Agreement, the Company shall notify the participants in the Company’s Amended and Restated Change in Control Severance Plan (the “New Severance Plan”) in writing (the form and substance of which shall be subject to reasonable review and comment by Parent) that the consummation New Severance Plan has been amended and restated, effective as of immediately prior to and subject to the Merger shall constitute a “Change in Control” for purposes of each Company Plan listed in Section 6.5(c) of the Company Disclosure Schedule. From and after the Effective Time, Parent will honor, and will cause its Subsidiaries to honor, in accordance with its terms, each Company Plan listed in Section 3.10(a) of the Company Disclosure Schedule; provided, however, that nothing herein shall prevent the amendment, suspension or termination of any Company Plan pursuant to its terms or interfere with the Parent’s or Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable LawClosing. (d) No provision of this Agreement (i) shall be construed to prohibit Parent shall provide or the Surviving Corporation or any of its Subsidiaries from amending or terminating any individual Company Plan or any other employee benefit plan, (ii) requires Parent or the Surviving Corporation or any of its Subsidiaries to Company Employees the severance benefits set forth in Section 6.5(d) of the Company Disclosure Schedule on the terms and conditions set forth therein, except with respect to keep any Person that is a party to a Change employed or in Control Severance Agreement. Nothing contained herein shall prevent Parent from terminating service for any period of time, (iii) constitutes the employment of establishment or adoption of, or amendment to, any Company EmployeePlan or other employee benefit plan or (iv) confers upon any Continuing Employee or any other Person any third-party beneficiary or similar rights or remedies.

Employment and Employee Benefits Matters. (a) Parent The Parties acknowledge that nothing in this Agreement shall cause be construed as constituting an employment agreement between Xxxxxxx or any of its affiliates and any officer or employee of Delaware or an obligation on the Surviving Corporation part of Xxxxxxx or any of its affiliates to employ any such officers or employees. (i) Xxxxxxx will honor the employment agreements, severance agreements and other contracts entered into between Delaware and the Delaware Subsidiaries and its Subsidiariesofficers, for employees and directors as set forth at Schedule 6.3(b)(i), and shall receive a release to be executed by such individuals in a form reasonably acceptable to Xxxxxxx; and provided that if any of the period commencing at the Effective Time and ending insurance benefits to be continued cannot be continued in-kind, Xxxxxxx shall make a cash payment in lieu of such insurance benefits based on the amount of insurance premiums being paid as the date that is 12 months after of termination of employment. Such Schedule 6.3(b) includes a calculation of the Effective Time, to maintain for severance payment amount and provide to any Company Employee the compensation and employee benefits maintained and provided to the Company Employees immediately prior to supporting data as detailed in such Schedule calculated as of the date of this Agreement and to be updated in advance of the Effective Time of the Merger. To the extent required, all such contracts have been amended prior to the date hereof to provide that no payment due thereunder will exceed the limitations set forth in Section 280G of the Code. (subject to modifications and increases permitted by Section 5.1ii) and Xxxxxxx shall establish a retention bonus plan at levels the Effective Time of the Merger in the aggregate that are form set forth in Schedule 6.3(b)(ii) for the employees listed in Schedule 6.3(b)(ii) pursuant to which such identified Delaware employees will be entitled to a retention bonus if they remain employed with Xxxxx for at least twelve (12)months following the Merger. In addition, Xxxxxxx shall establish a retention bonus pool at the Effective Time of the Merger for employees not listed in Schedule 6.3(b)(ii) of up to $50,000 to be administered by the Chief Executive Officer of Xxxxxxx, in consultation with the designated representative of Delaware. (c) Delaware and NBDC Bank shall take all necessary action to cause NBDC Bank’s 401(k) Plan (the “NBDC Bank 401(k) Plan”) to be terminated effective no less valuable later than those maintained for and provided the business day immediately prior to the date Effective Time (“Termination Date”). The accounts of this Agreement all participants and beneficiaries in the NBDC Bank 401(k) Plan shall become fully vested as of the Termination Date. As soon as practicable after the Termination Date, the account balances in the NBDC Bank 401(k) Plan shall be distributed as each participant or beneficiary may direct, consistent with applicable laws and regulations. Any Continuing Employee who elects to participate in the Xxxxx Bank 401(k) Plan and who remains employed by Xxxxxxx or Xxxxx at the time his or her account balance in the NBDC Bank 401(k) Plan is distributed may elect to have such account balance rolled over into the Xxxxx Bank 401(k) Plan. Delaware and NBDC Bank shall, or shall direct the fiduciaries of the NBDC Bank 401(k) Plan to (subject to modifications and increases the extent permitted by Section 5.1law); provided , provide Xxxxxxx and its counsel with a draft of each resolution, amendment, participant communication or other document relating to the termination of the NBDC Bank 401(k) Plan at least five business days before such document is adopted or distributed, and no such document shall be adopted or distributed without Xxxxxxx’x approval (not to be unreasonably withheld, conditioned or delayed). Prior to the Closing Date, NBDC Bank shall provide Xxxxxxx with the final documentation evidencing that incentive compensation will be discretionary or based on performancethe actions contemplated herein have been effectuated. (bd) As After the Merger, Xxxxxxx shall continue, except to the extent not consistent with law, Delaware’s health and welfare benefit plans, programs, insurance and other policies until such time as Xxxxxxx elects to take alternative action. Delaware will assist Xxxxxxx before the Effective Time in reviewing such benefit plans and programs and will take such actions that may be requested by Xxxxxxx with respect to such plans to take effect not sooner than the Effective Time, unless otherwise consented to by Delaware. In the event Xxxxxxx elects to terminate any of Delaware’s health and welfare benefit plans, programs, insurance and other policies, Delaware and NBDC Bank employees that continue as employees of Delaware, Xxxxxxx or Xxxxx after the Effective Time (“Continuing Employees”) will become eligible to participate in the medical, dental, health and disability plans maintained by Xxxxxxx or Xxxxx. Xxxxxxx or Xxxxx, as applicable, shall cause each such plan that shall be implemented as a replacement plan to such Delaware plan that is terminating to (i) waive any preexisting condition limitations to the extent such conditions for such participant are covered under the applicable Delaware medical, health, dental or disability plans and such coverage for such condition or event is also available under the applicable Xxxxxxx or Xxxxx plan, and (ii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the plan enrollment date, unless such employee had not yet satisfied any similar limitation or requirement under the analogous Delaware Employee Benefit Plan prior to the enrollment date. (e) Until the Effective Time, Delaware shall be responsible for providing continued health coverage pursuant to Section 4980B of the Code and Sections 601 through 609 of ERISA (“COBRA”) with respect to each Delaware or NBDC Bank qualifying beneficiary (as defined in COBRA) who incurs a qualifying event (as defined in COBRA) before the Effective Time with the monthly expense for such continuation of benefits being paid by such qualifying beneficiary. Xxxxxxx shall be responsible for (i) providing for continued health coverage under COBRA with respect to each Delaware or NBDC Bank qualified beneficiary (as defined in COBRA) who incurs a qualifying event (as defined in COBRA) from and after the Effective Time, Parent will, or will cause the Surviving Corporation to, give Company Employees who are employed by Parent or its Subsidiaries immediately following the Effective Time full credit for purposes of eligibility and vesting and benefit accruals (but not for purposes of benefit accruals ii) providing continued health coverage under any defined benefit pension plans or to the extent this credit would result in a duplication of benefits for the same period of service and not where past service credit was not provided for other new participants in such Parent Plans), under any employee benefit (including vacation) plans, programs, policies and arrangements maintained for the benefit of Company Employees as of COBRA from and after the Effective Time for each Delaware or NBDC Bank qualified beneficiary who incurs a qualifying event before the Effective Time; provided, in each case, that the monthly expenses for such benefits continuation shall be paid by Parentthe qualifying beneficiary. (f) Employees of Delaware and of NBDC Bank (other than those who are parties to an employment agreement, its Subsidiaries change of control or other type of agreement with Delaware or NBDC Bank which provides for any form of severance or termination pay) as of the Surviving Corporation for date of this Agreement who remain employed by Delaware or NBDC Bank as of the Company Employees’ pre-Effective Time and whose employment is terminated by Delaware, Xxxxxxx or Xxxxx (absent termination for cause as determined by the employer) within one year after the Effective Time shall receive severance pay equal to two weeks of such employee’s base weekly pay for each completed year of employment service commencing with any such employee’s most recent hire date with Delaware or any of the Company, its Delaware Subsidiaries and their predecessor entities (eachending with such employee’s termination date with Delaware, Xxxxxxx or Xxxxx, with a “Parent Plan”) minimum severance payment to an individual equal to four weeks of base pay and a maximum payment equal to 26 weeks of base pay, and, provided further, that such terminated employees shall enter into a release of claims against Delaware, NBDC Bank, Xxxxxxx and Xxxxx acceptable in form and substance to Xxxxxxx and Xxxxx. Such severance pay will be made at regular payroll intervals. Such severance payments will be in lieu of any severance pay plans that may be in effect at Delaware or NBDC Bank prior to the same extent recognized Effective Time, which plans shall be terminated by Delaware and NBDC Bank not later than the Company business day immediately prior to the Effective Time. With respect If termination of any such employee’s employment occurs after the first anniversary of the Effective Time, then such employee shall be entitled to each Parent Plan receive the severance pay under any severance pay plans, if any, that is a “welfare benefit plan” (as defined may be in Section 3(1) of ERISA)effect at such time at Xxxxxxx or Xxxxx, Parent or its Subsidiaries provided, that any such employee shall (i) cause there receive credit under any such plan for such employee’s service prior to be waived any pre-existing condition or eligibility limitations to the same extent waived by the Company and its Subsidiaries under the comparable Company Plans and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations with respect to the plan year in which the Effective Time occursto Delaware or any of the Delaware Subsidiaries. (g) Prior to the Effective Time, Xxxxxxx shall take all reasonable action so that employees of NBDC Bank who become employees of Xxxxx (“Continuing Employees”) shall be eligible to claims incurred and amounts paid byparticipate, and amounts reimbursed to, Company Employeeseffective as soon as each Xxxxx employee benefit plan permits (but not sooner than is administratively practicable following the Effective Time), in each of Xxxxxxx or Wayne’s employee benefit plans in which similarly situated employees of Xxxxxxx or Xxxxx participate; provided, however, that, in the case under similar of all benefits to be provided to the Continuing Employees, until the first anniversary of the Effective Time, Xxxxxxx or Xxxxx may instead provide such employees with participation in the employee benefit plans maintained by the Company and its Subsidiaries of NBDC Bank which they participated immediately prior to the Effective Time., (it being understood that inclusion of Continuing Employees in Wayne’s employee benefit plans may occur at different times with respect to different plans (ch) Parent acknowledges With respect to each Xxxxxxx or Xxxxx employee benefit plan for which length of service is taken into account for any purpose, service with Delaware or NBDC Bank (or predecessor employers to the extent Delaware or NBDC Bank previously has provided past service credit) shall be treated as service with Xxxxxxx and agrees that the consummation of the Merger shall constitute a “Change in Control” its Subsidiaries for purposes of each Company Plan listed in Section 6.5(c) of the Company Disclosure Schedule. From and after the Effective Timedetermining eligibility to participate, Parent will honorvesting, and will cause its Subsidiaries entitlement to honorbenefits, in accordance with its terms, each Company Plan listed in Section 3.10(a) including for severance benefits and vacation entitlement (but not for accrual of the Company Disclosure Scheduledefined benefit pension benefits); provided, however, that nothing herein such prior service shall prevent not be recognized to the amendmentextent that such recognition would result in a duplication of benefits. Such prior service credit also shall apply for purposes of satisfying any waiting periods, suspension evidence of insurability requirements, or termination the application of any Company Plan pursuant to its terms preexisting condition limitations, if permitted by the Xxxxxxx or interfere with the Parent’s or Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable LawXxxxx employee benefit plan. (di) Parent To the extent requested by Xxxxxxx prior to the Closing Date, Delaware and NBDC Bank shall cooperate in good faith with Xxxxxxx to amend, freeze, terminate, modify or fully fund any Delaware Benefit Plan not covered by the subsections of this Section 6.03 in accordance with the terms of such plan or agreement and applicable law, to be effective as of the Effective Time (or at such different time mutually agreed to by the parties), except that the winding up of any such plan or agreement may be completed following the Closing Date. Delaware and NBDC Bank shall provide to Company Employees the severance benefits set forth in Section 6.5(d) Xxxxxxx with a copy of the Company Disclosure Schedule resolutions, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 6.03(i), as applicable, and give Xxxxxxx a reasonable opportunity to comment on such documents (which comments shall be considered in good faith by Delaware and NBDC Bank), and prior to the terms Closing Date, Delaware and conditions set forth therein, except NBDC Bank shall provide Xxxxxxx with respect to any Person the final documentation evidencing that is a party to a Change in Control Severance Agreement. Nothing contained the actions contemplated herein shall prevent Parent from terminating the employment of any Company Employeehave been effectuated.

Employment and Employee Benefits Matters. (a) Parent shall cause the Surviving Corporation and its Subsidiaries, for the period commencing at After the Effective Time and ending continuing until the end of the first calendar year commencing after the Control Time, the Surviving Corporation shall provide or cause to be provided after the Effective Time to each Company Employee that remains employed with the Company or any of its Subsidiaries, (i) base salary and incentive compensation opportunities and (ii) employee benefits that are, in either case, not less favorable, in the aggregate than as provided by the Company on the date hereof; provided, however, that is 12 months after the Effective Time, to maintain for and provide to any Company Employee the compensation and employee benefits maintained and provided to the Company Employees immediately prior to the date of nothing in this Section 6.4 or elsewhere in this Agreement shall limit the right of Parent or the Surviving Corporation to amend or terminate the employment of any individual or to amend or terminate any employee benefit plan, program or arrangement. Nothing in this paragraph shall be interpreted to require Parent to provide for the participation of any Continuing Employee in any benefit plan of Parent (subject to modifications and increases permitted by Section 5.1) and at levels in the aggregate that are no less valuable than those maintained for and provided immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1“Parent Benefit Plans”); provided that incentive compensation will be discretionary or based on performance. (b) As For all purposes (including purposes of vesting, eligibility to participate and level of benefits) under the employee benefit plans of Parent and its Subsidiaries providing benefits to any Company Employee after the Effective Control Time (including the Company Plans) (the “New Plans”), each Company Employee shall be credited with his or her years of service with the Company and its Subsidiaries and their respective predecessors before the Control Time, Parent willto the same extent as such employee of the Company was entitled, or will cause before the Surviving Corporation toControl Time, give Company Employees who are employed by Parent or its Subsidiaries immediately following the Effective Time full to credit for purposes of eligibility and vesting and benefit accruals (but not for purposes of benefit accruals such service under any defined similar Company employee benefit pension plans plan in which such Company Employee participated or was eligible to participate immediately prior to the Control Time; provided, that the foregoing shall not apply to the extent this credit that its application would result in a duplication of benefits for with respect to the same period of service service. In addition, and not where past service credit was not provided for other new participants without limiting the generality of the foregoing, (i) each Company Employee shall be immediately eligible to participate, without any waiting period, in any and all New Plans to the extent coverage under such Parent New Plan is replacing comparable coverage under a Company Plan in which such Company Employee participated immediately before the Control Time (such plans, collectively, the “Old Plans”), and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Company Employee, Parent shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such Company Employee and his or her covered dependents, to the extent such conditions were inapplicable or waived under any employee benefit (including vacation) plans, programs, policies and arrangements maintained for the benefit comparable Old Plans of the Company Employees as of and after the Effective Time by Parent, or its Subsidiaries or the Surviving Corporation for the in which such Company Employees’ pre-Effective Time service with the Company, its Subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent recognized by the Company Employee participated immediately prior to the Effective Control Time. With respect to each Parent shall cause any eligible expenses incurred by any Company Employee and his or her covered dependents during the portion of the plan year of the Old Plan that is a “welfare benefit plan” (as defined ending on the date such Company Employee’s participation in Section 3(1) of ERISA), Parent or its Subsidiaries shall (i) cause there the corresponding New Plan begins to be waived any pre-existing condition or eligibility limitations to the same extent waived by the Company and its Subsidiaries taken into account under the comparable Company Plans and (ii) give effectsuch New Plan for purposes of satisfying all premium, in determining any deductible deductible, coinsurance and maximum out-of-pocket limitations with respect requirements applicable to such Company Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in which the Effective Time occurs, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees, in each case under similar plans maintained by the Company and its Subsidiaries immediately prior to the Effective Timeaccordance with such New Plan. (c) Nothing in this Section 6.4 shall prohibit the Surviving Corporation from amending or terminating any particular Company Plan to the extent permitted by its terms or applicable Law. Nothing in this Section 6.4 shall be interpreted to require Parent acknowledges to provide for the participation of any Company Employee in any benefit plan of Parent. This Section 6.4 is not intended, and agrees that shall not be deemed, to confer any rights or remedies upon any Person other than the consummation parties to this Agreement and their respective successors and permitted assigns, to create any agreement of employment with any Person or otherwise to create any third party beneficiary hereunder, or to be interpreted as an amendment to any plan of Parent or any affiliate of Parent. Furthermore, nothing in this Agreement shall be construed to create a right in any Company Employee to employment with Parent, the Merger shall constitute Surviving Corporation or any other Subsidiary of Parent and, subject to any agreement between a “Change in Control” for purposes Company Employee and Parent, the Surviving Corporation or any other Subsidiary of Parent, the employment of each Company Plan listed in Section 6.5(c) of the Company Disclosure Schedule. From and after the Effective Time, Parent will honor, and will cause its Subsidiaries to honor, in accordance with its terms, each Company Plan listed in Section 3.10(a) of the Company Disclosure Schedule; provided, however, that nothing herein Employee shall prevent the amendment, suspension or termination of any Company Plan pursuant to its terms or interfere with the Parent’s or Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable Lawbe “at will” employment. (d) Parent shall provide to Company Employees the severance benefits set forth in Section 6.5(d) of the Company Disclosure Schedule on the terms and conditions set forth therein, except with respect to any Person that is a party to a Change in Control Severance Agreement. Nothing contained herein shall prevent Parent from terminating the employment of any Company Employee.

Employment and Employee Benefits Matters. (a) For a period of 12 months following the Effective Time, Parent shall, or shall cause the Surviving Corporation and any other applicable subsidiaries to, provide to the employees of the Company or any of its Subsidiariessubsidiaries who continue, for the period commencing at the Effective Time on and ending on the date that is 12 months after the Effective Time, to maintain for and provide to as employees of the Surviving Corporation or any Company Employee the compensation of its subsidiaries ("Continuing Employees") base salary or wages, as applicable, any annual bonus opportunities and employee benefits maintained (excluding stock purchase plans and other equity-based plans, programs and benefits or special retention bonus arrangements) that, in the aggregate, are no less favorable than the base salary or wages, as applicable, any annual bonus opportunities and employee benefits (excluding stock purchase plans and other equity-based plans, programs and benefits or special retention bonus arrangements), in the aggregate, provided to the Company such Continuing Employees immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1) and at levels in the aggregate that are no less valuable than those maintained for and provided immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1); provided that incentive compensation will be discretionary or based on performanceAgreement. (b) As of and after To the Effective Timeextent permitted under applicable Law, Parent willshall, or will shall cause the Surviving Corporation its subsidiaries to, give Company Continuing Employees who are employed by Parent or its Subsidiaries immediately following the Effective Time full credit for purposes of eligibility and to participate, vesting and benefit accruals accrual (but not for purposes of benefit accruals under other than with respect to any defined benefit pension plan) under the employee benefit plans or to the extent this credit would result in a duplication of benefits for the same period of service and not where past service credit was not provided for other new participants in such Parent Plans), under any employee benefit (including vacation) 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 or any of their applicable subsidiaries in which such Continuing Employees may participate for the Company such Continuing Employees’ pre-Effective Time ' service with the Company, Company or its Subsidiaries and their predecessor entities (each, a “Parent Plan”) subsidiaries to the same extent recognized by the Company or such subsidiaries under the corresponding Company Plans for the same purpose immediately prior to the Effective Time. With . (c) To the extent permitted under applicable Law, with respect to each Parent Plan that is a “any "welfare benefit plan” plans" (as defined in Section 3(1) of ERISA)) maintained by Parent, the Surviving Corporation or any of their applicable subsidiaries for the benefit of Continuing Employees on and after the Effective Time, Parent shall, or shall cause its Subsidiaries shall subsidiaries to, (i) cause there to be waived any eligibility requirements or pre-existing condition or eligibility limitations to the same extent waived by under comparable plans of the Company and its Subsidiaries under the comparable Company Plans subsidiaries and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations with in respect to of the plan year in which the Effective Time occurs, to claims incurred and amounts paid by, and amounts reimbursed to, by such Continuing Employees during such same year under the corresponding Company Plans for the same or similar purpose. (d) Nothing herein expressed or implied shall (i) confer upon any of the Company Employees, any rights or remedies (including, without limitation, any right to employment, or continued employment for any specified period) of any nature or kind whatsoever under or by reason of the Agreement or (ii) subject to the provisions of Section 6.5(a) above and Section 6.5(e) below, obligate Parent, the Surviving Corporation or any of their respective subsidiaries to maintain any particular Company Plan or grant or issue any equity- based awards or limit the ability of Parent to amend or terminate any of such Company Plans to the extent permitted thereunder in each case under similar plans maintained accordance with their terms. (e) For a period of one year following the Closing Date, Parent shall cause to be provided to Company Employees severance benefits in an amount and on terms and conditions no less favorable than the applicable severance benefits, if any, payable by the Company and its Subsidiaries immediately to Company Employees prior to the Effective Time. (c) Parent acknowledges and agrees that the consummation date of the Merger shall constitute a “Change in Control” for purposes of each Company Plan listed in Section 6.5(c) of this Agreement pursuant to the Company Disclosure Schedule. From and after the Effective Time, Parent will honor, and will cause its Subsidiaries to honor, in accordance with its terms, each Company Plan listed Severance Pay Policy identified in Section 3.10(a) of the Company Disclosure Schedule; provided, however, that nothing herein shall prevent the amendment, suspension or termination of any Company Plan pursuant to its terms or interfere with the Parent’s or Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable Law. (d) Parent shall provide to Company Employees the severance benefits set forth in Section 6.5(d) of the Company Disclosure Schedule on the terms and conditions set forth therein, except with respect to any Person that is a party to a Change in Control Severance Agreement. Nothing contained herein shall prevent Parent from terminating the employment of any Company Employee.

Employment and Employee Benefits Matters. (a) Parent shall, and shall cause the Surviving Corporation and each of its other Subsidiaries to, maintain for each individual employed by the Company or any of its Subsidiaries at the Effective Time (each, a “Current Employee”) while they remain employed following the Effective Time or, if shorter, for a period of one year following the Effective Time (i) an annual rate of base salary or wages, as applicable, and a target annual cash incentive compensation opportunity not less favorable, in the aggregate, than that provided to the Current Employee as of immediately prior to the Effective Time, (ii) employee benefits that are substantially comparable in the aggregate as the employee benefits maintained for and provided to the Current Employee as of immediately prior to the Effective Time (excluding defined benefit pension, nonqualified deferred compensation, retiree or post-employment health and welfare, equity or equity-based, and change-in-control compensation or benefits) and (iii) severance benefits that are at least as favorable as the severance benefits provided by the Company or one of its Subsidiaries to the Current Employee as of immediately prior to the Effective Time, to the extent set forth on Section 6.16(a)(iii) of the Company Disclosure Letter. (b) Parent shall, and shall cause the Surviving Corporation to, use commercially reasonable efforts to cause service rendered by Current Employees to the Company and its Subsidiaries prior to the Effective Time to be taken into account for purposes of eligibility to participate, vesting and applicability of minimum waiting periods for participation under employee benefit plans of Parent and the Surviving Corporation and its Subsidiaries (excluding for benefit accrual purposes under any defined benefit plan), to the same extent as such service was taken into account under the corresponding Company Plans immediately prior to the Effective Time for those purposes; provided, that, the foregoing will not apply (i) to the extent that its application would result in a duplication of benefits with respect to the same period of service, or (ii) to any equity incentive, defined benefit pension, nonqualified deferred compensation, retiree or post- employment health and welfare benefit plans. Without limiting the generality of the foregoing, Parent shall, and shall cause the Surviving Corporation to, use commercially reasonable efforts, to not subject Current Employees to any eligibility requirements, waiting periods, actively-at-work requirements or pre-existing condition limitations under any employee benefit plan of Parent, the Surviving Corporation or its Subsidiaries for any condition for which they would have been entitled to coverage under the corresponding Company Plan in which they participated prior to the Effective Time. Parent shall, and shall cause the Surviving Corporation and its Subsidiaries, for the period commencing at the Effective Time and ending on the date that is 12 months after the Effective Time, to maintain for and provide to any Company Employee the compensation and employee benefits maintained and provided to the Company Employees immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1) and at levels in the aggregate that are no less valuable than those maintained for and provided immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1); provided that incentive compensation will be discretionary or based on performance. (b) As of and after the Effective Time, Parent will, or will cause the Surviving Corporation Subsidiaries to, use commercially reasonable efforts to give Company such Current Employees who are employed by Parent or its Subsidiaries immediately following the Effective Time full credit for purposes of eligibility and vesting and benefit accruals (but not for purposes of benefit accruals under any defined benefit pension plans or to the extent this credit would result in a duplication of benefits for the same period of service and not where past service credit was not provided for other new participants in such Parent Plans), under any employee benefit (including vacation) plans, programs, policies and arrangements maintained plans for the benefit of Company any eligible expenses incurred by such Current Employees as of and after the Effective Time by Parent, its Subsidiaries or the Surviving Corporation for the Company Employees’ pre-Effective Time service with the Company, its Subsidiaries and their predecessor entities (each, covered dependents under a “Parent Plan”) to Company Plan during the same extent recognized by portion of the Company immediately year prior to the Effective Time. With respect to each Parent Plan that is a “welfare benefit plan” (as defined in Section 3(1) Time for purposes of ERISA)satisfying all co-payment, Parent or its Subsidiaries shall (i) cause there to be waived any preco-existing condition or eligibility limitations to the same extent waived by the Company and its Subsidiaries under the comparable Company Plans and (ii) give effectinsurance, in determining any deductible and deductibles, maximum out-of-pocket limitations with requirements, and other out-of-pocket expenses applicable to such Current Employees and their covered dependents in respect to of the plan year in which the Effective Time occurs, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees, in each case under similar plans maintained by the Company and its Subsidiaries immediately prior to the Effective Time. (c) Parent acknowledges and agrees that the consummation of the Merger shall constitute a “Change in Control” for purposes of each Company Plan listed in Section 6.5(c) of the Company Disclosure Schedule. From and after the Effective Time, Parent will honor, and will cause its Subsidiaries to honor, in accordance with its terms, each Company Plan listed in Section 3.10(a) of the Company Disclosure Schedule; provided, however, that nothing herein shall prevent the amendment, suspension or termination of any Company Plan pursuant to its terms or interfere with the Parent’s or Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable Law. (d) Parent shall provide to Company Employees the severance benefits set forth in Section 6.5(d) of the Company Disclosure Schedule on the terms and conditions set forth therein, except with respect to any Person that is a party to a Change in Control Severance Agreement. Nothing contained herein shall prevent Parent from terminating the employment of any Company Employee.

Employment and Employee Benefits Matters. (a) If any outstanding Company Equity Award has an exercise price that is less than the fair market value of the Shares underlying such Company Equity Award on the date such Company Equity Award was granted, the Company shall, in consultation with Parent, take such steps as are approved in writing by Parent to amend, prior to December 31, 2008, or such later date as is permitted under the applicable regulations or guidance issued by the Internal Revenue Service, the terms of such Company Equity Award to the extent reasonably required to avoid the imposition of a tax under Section 409A of the Code. (b) The Surviving Corporation shall, and shall cause the Surviving Corporation and each of its SubsidiariesSubsidiaries to, for the period commencing at the Effective Time and ending on the date that is 12 months after the Effective Timefirst anniversary thereof, to maintain for the individuals employed by the Company on the Acceptance Date (the “Current Employees”) compensation and provide benefits provided under employee benefit plans of the Surviving Corporation that are at least as favorable in the aggregate to any Company Employee the compensation and employee benefits maintained for and provided to the Company Current Employees immediately prior to the date of Acceptance (excluding, for this Agreement (subject to modifications and increases permitted by Section 5.1) and at levels in the aggregate that are no less valuable than those maintained for and provided immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1purpose, equity-based compensation); provided that incentive compensation will be discretionary or based on performance. (b) As of and after the Effective Time, Parent will, or will cause the Surviving Corporation to, give Company Employees who are employed by Parent or its Subsidiaries immediately following the Effective Time full credit for purposes of eligibility and vesting and benefit accruals (but not for purposes of benefit accruals under any defined benefit pension plans or to the extent this credit would result in a duplication of benefits for the same period of service and not where past service credit was not provided for other new participants in such Parent Plans), under any employee benefit (including vacation) 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’ pre-Effective Time service with the Company, its Subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent recognized by the 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 or its Subsidiaries shall (i) cause there to be waived any pre-existing condition or eligibility limitations to the same extent waived by the Company and its Subsidiaries under the comparable Company Plans and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations with respect to the plan year in which the Effective Time occurs, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees, in each case under similar plans maintained by the Company and its Subsidiaries immediately prior to the Effective Time. (c) Parent acknowledges and agrees that the consummation of the Merger shall constitute a “Change in Control” for purposes of each Company Plan listed in Section 6.5(c) of the Company Disclosure Schedule. From and after the Effective Time, Parent will honor, and will cause its Subsidiaries to honor, in accordance with its terms, each Company Plan listed in Section 3.10(a) of the Company Disclosure Schedule; provided, however, that nothing herein in this Section 7.10 shall prevent the amendment, suspension amendment or termination of any Company Benefit Plan pursuant to its terms or interfere with the Parent’s or Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable Law. Nothing in this Section 7.10 shall limit the right of Parent, the Surviving Corporation or any of their Subsidiaries to terminate the employment of any Current Employee at any time. (c) The Surviving Corporation will cause service rendered by Current Employees of the Company prior to the Acceptance Date to be taken into account for vesting and eligibility purposes (but not for accrual purposes, except for vacation and severance, if required by applicable law) under employee benefit plans of the Surviving Corporation and its Subsidiaries, to the same extent as such service was taken into account under the corresponding Company Benefit Plans of the Company for those purposes. The Surviving Corporation will use reasonable efforts to cause Current Employees not to be subject to any pre-existing condition limitation under any health employee benefit plan of the Surviving Corporation or its Subsidiaries for any condition for which they would have been entitled to coverage under the corresponding Company Benefit Plan in which they participated prior to the Acceptance Date. The Surviving Corporation will, and will cause its Subsidiaries to, give such Current Employees credit under such employee benefit plans for co-payments made and deductibles satisfied prior to the Acceptance Date. (d) Parent No later than five Business Days prior to its distribution, the Company shall provide Parent and Merger Sub with a copy of any communication intended to Company Employees the severance benefits set forth in Section 6.5(d) be made to any employees of the Company Disclosure Schedule on or its Subsidiaries relating to the terms transactions contemplated hereby, and conditions set forth thereinwill provide an opportunity for Parent and Merger Sub to make reasonable revisions thereto. (e) This Section 7.10 shall be binding upon and inure solely to the benefit of each of the parties to this Agreement, except with respect and nothing in this Section 7.10, express or implied, is intended to confer upon any other Person that is a party to a Change in Control Severance Agreement. Nothing contained herein shall prevent Parent from terminating the employment any rights or remedies of any Company Employeenature whatsoever under or by reason of this Section 7.10 or is intended to be, shall constitute or be construed as an amendment to or modification of any employee benefit plan or arrangement of the Company, Parent, the Surviving Corporation or any of their Affiliates or limit in any way the right of the Company, Parent, the Surviving Corporation or any of their Affiliates to amend, modify or terminate any of its respective employee benefit plans or arrangements.

Employment and Employee Benefits Matters. (a) Parent shall cause the Surviving Corporation and its Subsidiaries, for During the period commencing at on the Effective Time Closing and ending on the date that is 12 months after first anniversary of the Effective TimeClosing (or, to maintain for and provide to any Company Employee the compensation and employee benefits maintained and provided to the Company Employees immediately prior to if earlier, the date of this Agreement employment termination) (subject to modifications and increases permitted by Section 5.1) and at levels in the aggregate that are no less valuable than those maintained for and provided immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1“Protected Period”); provided that incentive compensation will be discretionary or based on performance. (b) As of and after the Effective Time, Parent will, or will JBT shall cause the Surviving Corporation to, give Company Employees who are and each of its other Subsidiaries to provide (i) the individuals employed by Parent the Company or any of its Subsidiaries at the Closing who remain employed immediately following the Effective Time full credit for purposes of eligibility and vesting and benefit accruals (but not for purposes of benefit accruals under any defined benefit pension plans or to the extent this credit would result in a duplication of benefits for the same period of service and not where past service credit was not provided for other new participants in such Parent Plans), under any employee benefit (including vacation) 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’ pre-Effective Time service with the Company, its Subsidiaries and their predecessor entities Closing (each, a “Parent PlanCurrent Employee”) with (x) an annual base salary or hourly wage rate, as applicable, at least as favorable as that provided to the same extent recognized by Current Employee as of immediately prior to Closing, (y) a target annual short-term cash incentive compensation opportunity at least as favorable as that provided to the Company Current Employee as of immediately prior to the Effective Time. With respect Closing, and (z) employee benefits (other than the Excluded Benefits) that are substantially comparable in the aggregate to each Parent Plan that is such employee benefits (other than the Excluded Benefits) maintained for and provided to the Current Employee as of immediately prior to the Closing under the Company Benefit Plans or such employee benefits as required by applicable Law and collective bargaining Agreement or other Contract with any labor union, works council, or other labor organization (each, a “welfare benefit plan” (as defined in Section 3(1) of ERISALabor Agreement”), Parent or its Subsidiaries shall (i) cause there to be waived if any pre-existing condition or eligibility limitations to the same extent waived by the Company and its Subsidiaries under the comparable Company Plans and (ii) give effectthe Current Employees (taken as a whole) with long-term incentive equity or equity based compensation opportunities that, in determining any deductible the aggregate, have a grant date fair value that is comparable to the annual long-term equity and maximum outequity-of-pocket limitations based compensation awards provided to such Current Employees (taken as a whole) with respect to the plan most recent year in which the Effective Time occurs, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees, in each case under similar plans maintained by the Company and its Subsidiaries immediately prior to the Effective Time. Closing (cexcluding, for the avoidance of doubt, any nonrecurring or special grants). In addition, if, during the Protected Period, a Current Employee’s employment is involuntarily terminated (other than for “cause”) Parent acknowledges and agrees that the consummation of the Merger shall constitute a “Change in Control” for purposes of each Company Plan listed in under circumstances which would have entitled such Current Employee to notice, severance benefits or other termination entitlements set forth on Section 6.5(c9.2(b)(A) of the Company Disclosure Schedule. From and after Letter, if such termination had occurred immediately prior to the Effective TimeClosing, Parent will honorJBT shall, and will shall cause the Company and each of its other Subsidiaries to, provide to honorsuch Current Employee notice, in accordance with its termsseverance benefits, each and other termination entitlements that are no less favorable than the payments that would have been payable to such Current Employee immediately prior to the Closing, taking into account such Current Employee’s additional period of service following Closing, or if more generous, such payments as required by applicable Law and Labor Agreement, if any. For purposes of this Agreement, “Excluded Benefits” means equity or equity-based compensation or benefits, defined benefit pension benefits, nonqualified deferred compensation and retiree or post-termination medical or other welfare benefits; provided, that, notwithstanding any provision of this Agreement to the contrary, the employee benefits specifically set forth on, and provided pursuant to the Company Plan listed in Benefit Plans identified on, Section 3.10(a9.2(a)(B) of the Company Disclosure Schedule; provided, however, that nothing herein Letter shall prevent not constitute Excluded Benefits for purposes of the amendment, suspension or termination of any Company Plan pursuant to its terms or interfere with the Parent’s or Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable Law. (d) Parent shall provide to Company Employees the severance benefits covenant set forth in Section 6.5(dclause (z) of the Company Disclosure Schedule on the terms and conditions set forth therein, except with respect to any Person that is a party to a Change in Control Severance Agreement. Nothing contained herein shall prevent Parent from terminating the employment first sentence of any Company Employeethis Section 9.2(a).

Employment and Employee Benefits Matters. (a) Parent The Parties acknowledge that nothing in this Agreement shall cause be construed as constituting an employment agreement between Buyer or any of its Affiliates and any officer or employee of Seller or an obligation on the Surviving Corporation part of Buyer or any of its Affiliates to employ any such officers or employees. (b) Buyer will honor the employment agreement entered into between Seller and its Subsidiariesthe Seller Subsidiaries and Xxxxxx Xxxxxxx as set forth at Seller’s Schedule 6.3(b), for subject to Xxxxxx Xxxxxxx entering into a transition period retention agreement in the period commencing at form attached as Buyer’s Schedule 6.3(b) (“Transition Period Retention Agreement”) which provides, in pertinent part, that she will not be entitled to any severance if she voluntarily terminates employment with or without good reason within six months following the Effective Time of the Merger. Buyer acknowledges that Xxxxxx Xxxxxxx will experience a change in circumstances that would permit her to terminate her employment, after giving not less than 60 days notice, for “good reason”, as such term is defined in such employment agreement, following the Effective Time of the Merger. (c) If requested by Buyer, Seller shall terminate Seller’s 401(k) plan or merge it into Buyer’s 401(k) plan as of or immediately prior to the Effective Time of the Merger. (d) After the Merger, Buyer shall continue, except to the extent not consistent with law, Seller’s health and ending on welfare benefit plans, programs, insurance and other policies unless and until such time as Buyer elects to take alternative action. It is the date that is 12 Buyer’s intention to transition the Seller’s plans and programs by the later of 6 months after the Effective TimeTime or the beginning of the next program plan year. Seller will assist Buyer before the Effective Time of the Merger in reviewing such benefit plans and programs and will take such actions that may be requested by Buyer with respect to such plans to take effect not sooner than the Effective Time of the Merger, unless otherwise consented to maintain for by Seller. In the event Buyer elects to terminate any of Seller’s health and provide welfare benefit plans, programs, insurance and other policies, Seller and Seller Bank employees that continue as employees of Buyer or Buyer Bank after the Effective Time of the Merger (“Continuing Employees”) will become eligible to participate in the medical, dental, health and disability plans maintained by Buyer or Buyer Bank. Buyer or Buyer Bank, as applicable, shall cause each such plan that shall be implemented as a replacement plan to such Seller plan that is terminating to waive any Company Employee the compensation and employee benefits maintained and provided preexisting condition limitations to the Company Employees immediately extent such conditions for such participant are covered under the applicable Seller medical, health, dental or disability plans and waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the plan enrollment date, unless such employee had not yet satisfied any similar limitation or requirement under the analogous Seller Benefit Plan prior to the enrollment date. Notwithstanding any of the foregoing, prior service with Seller or Seller Bank shall not be recognized by Buyer or Buyer Bank for purposes of eligibility, vesting or benefit accrual under Buyer’s defined benefit pension plan or Buyer’s Employee Stock Ownership Plan. Prior service credit will be recognized for purposes of eligibility to participate and vesting under Buyer Bank’s 401(k) plan and for eligibility to participate and benefit entitlement under Buyer Bank’s vacation policies. (e) Until the Effective Time of the Merger, Seller shall be liable for all obligations for continued health coverage pursuant to COBRA with respect to each Seller or Seller Bank qualified beneficiary (as defined in COBRA) who incurs a qualifying event (as defined in COBRA) before the Effective Time of the Merger. Buyer shall be liable for (i) all obligations for continued health coverage under COBRA with respect to each Seller or Seller Subsidiary qualified beneficiary (as defined in COBRA) who incurs a qualifying event (as defined in COBRA) from and after the Effective Time of the Merger, and (ii) for continued health coverage under COBRA from and after the Effective Time of the Merger for each Seller or Seller Subsidiary qualified beneficiary who incurs a qualifying event before the Effective Time of the Merger. (f) Employees of Seller (other than those who are parties to an employment, change of control or other type of agreement with Seller which provides for severance) and of Seller Bank as of the date of this Agreement who remain employed by Seller or Seller Bank as of the Effective Time of the Merger and whose employment is terminated by Buyer or Buyer Bank (subject absent termination for cause as determined by the employer) within six months after the Effective Time of the Merger shall receive severance pay equal to modifications two weeks of base weekly pay for each completed year of employment service commencing with any such employee’s most recent hire date with Seller or any of the Seller Subsidiaries or any Person acquired by Seller or any of the Seller Subsidiaries and increases permitted ending with such employee’s termination date with Buyer or Buyer Bank, with a maximum payment equal to 26 weeks of base pay. Such severance pay will be made at regular payroll intervals. Such severance payments will be in lieu of any severance pay plans that may be in effect at Seller prior to the Effective Time of the Merger. If termination of any such employee’s employment occurs after six months after the Effective Time of the Merger, then such employee shall be entitled to receive the severance pay under any severance pay plans that may be in effect at such time at Buyer or Buyer Bank, provided, that any such employee shall receive credit under any such plan for such employee’s service prior to the Effective Time of the Merger with Seller or any of the Seller Subsidiaries. (g) Buyer and Seller will cooperate in establishing a retention bonus plan, the terms of which are set forth on Buyer Schedule 6.3(g) hereto, for certain employees of Seller and Seller Bank who remain employed at Buyer or Buyer Bank after the Effective Time of the Merger. Prior to the Effective Time of the Merger, Seller and Buyer shall mutually agree as to the proposed recipients of any retention bonuses, the amounts of any bonuses to be received by Section 5.1such recipients and the timing of such payments. (h) Subject to the occurrence of the Effective Time of the Merger, the Seller Bank Employee Stock Ownership Plan (the “ESOP”) shall be terminated and at levels all shares which have been allocated to participant accounts and held by the ESOP shall be converted into the right to receive the Merger Consideration. All shares held by the ESOP which are unallocated as of the Effective Time of the Merger shall be converted into the right to receive the Cash Consideration. Any outstanding ESOP indebtedness shall be repaid from the Cash Consideration received in exchange for the unallocated ESOP assets to the extent possible, and the balance remaining in the aggregate that are no less valuable than those maintained for ESOP suspense account after repayment of the ESOP indebtedness, if any, shall be allocated as earnings of the ESOP to participants in accordance with the terms of the ESOP. Upon the termination of the ESOP, all ESOP participants shall fully vest and provided immediately prior to have a nonforfeitable interest in their accounts under the ESOP determined in accordance with the terms of the ESOP. From and after the date of this Agreement (subject to modifications Agreement, in anticipation of such termination and increases permitted by Section 5.1); provided that incentive compensation will be discretionary or based on performance. (b) As distribution, Seller and its representatives before the Effective Time of the Merger, and Buyer and its representatives after the Effective TimeTime of the Merger, Parent willshall use their best efforts to apply for and to obtain a favorable determination letter from the IRS on the tax-qualified status of the ESOP under Code Section 401(a) (the “Final Determination Letter”). As soon as practicable after the receipt of the favorable Final Determination Letter, or will cause distributions of the Surviving Corporation tobenefits under the ESOP shall be made to the ESOP participants. If Seller and its representatives, give Company Employees who are employed by Parent or its Subsidiaries immediately following before the Effective Time full credit for purposes of eligibility the Merger, and vesting Buyer and benefit accruals (but its representatives after the Effective Time of the Merger, reasonably determine that the ESOP cannot for purposes obtain a favorable Final Determination Letter, or that the amounts held therein cannot be applied, allocated or distributed as described above without causing the ESOP to lose its tax-qualified status, Seller before the Effective Time of benefit accruals under any defined benefit pension plans or the Merger, and Buyer after the Effective Time of the Merger, shall take such action as they may reasonably determine with respect to the extent this credit would result in a duplication distribution of benefits for to the same period ESOP participants, provided that the assets of service and not where past service credit was not provided for other new participants in such Parent Plans), under any employee benefit (including vacation) plans, programs, policies and arrangements maintained the ESOP shall be held or paid only for the benefit of Company Employees the ESOP participants, as determined as of and after the Effective Time of the Merger, and provided further that in no event shall any portion of the amounts held in the ESOP revert, directly or indirectly, to Seller or to Buyer or any Affiliate thereof. (i) No payment of benefits shall be made by Parent, its Subsidiaries the Seller or the Surviving Corporation for the Company Employees’ pre-Effective Time service Buyer in accordance with the CompanySeller Bank’s Directors Consultation and Retirement Plan except in compliance with the Golden Parachute Payments Regulations. No benefits obligations under such plan shall include any acceleration of benefits vesting or increase in the financial reporting expense accruals as a result of the Merger. Within 30 days of the date hereof, its Subsidiaries Seller shall make a filing with the FDIC and/or the OCC relating to such plan being exempt from the Golden Parachute Regulations by virtue of being a bona fide deferred compensation plan or arrangement and their predecessor entities (each, a “Parent Plan”) requesting non-objection to payment of the same extent recognized by the Company vested accrued liability thereunder computed in accordance with GAAP immediately prior to the Effective TimeTime of the Merger. With respect to each Parent Notwithstanding the foregoing, in no event shall benefits payable in accordance with such plan exceed the individual or aggregate benefits set forth at Schedule 6.3(i). (j) The Directors’ Change in Control Severance Plan that is a “welfare benefit plan” (as defined in Section 3(1) of ERISA), Parent or its shall be terminated by Seller and the Seller Subsidiaries shall (i) cause there to be waived any pre-existing condition or eligibility limitations no later than five business days prior to the same extent waived by the Company Closing and its Subsidiaries under the comparable Company Plans and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations no payments shall be due or payable thereunder with respect to the plan year in which the Effective Time occurs, Merger. (k) Seller shall use its best efforts to claims incurred deliver executed Option Cancellation and amounts paid by, and amounts reimbursed to, Company Employees, in each case under similar plans maintained by the Company and its Subsidiaries immediately Release Agreements from all holders of Seller Options at or prior to the Effective TimeClosing. (c) Parent acknowledges and agrees that the consummation of the Merger shall constitute a “Change in Control” for purposes of each Company Plan listed in Section 6.5(c) of the Company Disclosure Schedule. From and after the Effective Time, Parent will honor, and will cause its Subsidiaries to honor, in accordance with its terms, each Company Plan listed in Section 3.10(a) of the Company Disclosure Schedule; provided, however, that nothing herein shall prevent the amendment, suspension or termination of any Company Plan pursuant to its terms or interfere with the Parent’s or Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable Law. (d) Parent shall provide to Company Employees the severance benefits set forth in Section 6.5(d) of the Company Disclosure Schedule on the terms and conditions set forth therein, except with respect to any Person that is a party to a Change in Control Severance Agreement. Nothing contained herein shall prevent Parent from terminating the employment of any Company Employee.

Employment and Employee Benefits Matters. (a) Parent shall, and shall cause the Surviving Corporation and its SubsidiariesSubsidiary to, for a period of one (1) year following the period commencing Effective Time, maintain for each individual employed by the Company or its Subsidiary at the Effective Time (each, a “Current Employee”) (i) each of base salary (or wage rate) and ending on a target annual cash incentive compensation opportunity that, in each case, are at least as favorable as those provided to the date that is 12 months after Current Employee as of immediately prior to the Effective Time, to maintain for and provide to any Company Employee (ii) benefits that are either (x) at least as favorable in the compensation and employee aggregate as the benefits maintained for and provided to the Company Employees Current Employee as of immediately prior to the date Effective Time or (y) the same as those benefits provided to similarly situated employees of this Agreement (subject to modifications and increases permitted by Section 5.1) and at levels Parent or its Subsidiaries; provided, that, for purposes of determining whether such benefits are in the aggregate at least as favorable, any severance, defined benefit pension plan benefits, nonqualified deferred compensation, subsidized retiree health or welfare benefits, post-termination health or welfare benefits, equity and equity-based awards and retention or change in control payments or other special or one-time awards shall not be taken into account, and (iii) severance benefits that are no less valuable than those maintained for and at least as favorable as the severance benefits provided by the Company or its Subsidiary to the Current Employee as of immediately prior to the date Effective Time as set forth in Section 6.4(a) of this Agreement the Company Disclosure Letter. Each of the Company, Parent and Purchaser acknowledges that the occurrence of the Acceptance Time will constitute a “change in control” of the Company (subject to modifications and increases permitted by Section 5.1); provided that incentive compensation will be discretionary or based on performanceother similar term) under the terms of the Company Plans containing provisions triggering payment, vesting or other rights upon a change in control or similar transaction. (b) As of Parent shall, and after the Effective Time, Parent will, or will shall cause the Surviving Corporation to, give cause service rendered by Current Employees to the Company Employees who are employed by Parent or and its Subsidiaries immediately following Subsidiary prior to the Effective Time full credit to be taken into account for all purposes under all employee benefit plans of eligibility Parent and vesting the Surviving Corporation and benefit accruals its Subsidiary, to the same extent as such service was taken into account under the corresponding Company Plans immediately prior to the Effective Time for those purposes; provided, that, the foregoing will not apply (but not for purposes of benefit accruals under i) with respect to any defined benefit pension plans plan or any retiree or post-termination health or welfare benefits, (ii) with respect to any benefit plan that is frozen or for which participation is limited to a grandfathered population, (iii) with respect to any equity-based compensation arrangements, or (iv) to the extent this credit that its application would result in a duplication of benefits for with respect to the same period of service service. Without limiting the generality of the foregoing, Parent shall not, and shall cause the Surviving Corporation not where past service credit was not provided for other new participants in such Parent Plans)to, subject Current Employees to any eligibility requirements, waiting periods, actively-at-work requirements, evidence of insurability requirements or pre-existing condition limitations under any employee benefit (including vacation) plans, programs, policies and arrangements maintained for the benefit plan of Company Employees as of and after the Effective Time by Parent, its Subsidiaries or the Surviving Corporation or its Subsidiary for any condition for which they would have been entitled to coverage under the corresponding Company Employees’ pre-Effective Time service with the Company, its Subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent recognized by the Company immediately Plan in which they participated prior to the Effective Time. With respect to each Parent shall, and shall cause the Surviving Corporation and its Subsidiary to, give such Current Employees credit under such employee benefit plans for any eligible expenses incurred by such Current Employees and their covered dependents under a Company Plan that is a “welfare benefit plan” (as defined in Section 3(1) during the portion of ERISA), Parent or its Subsidiaries shall (i) cause there to be waived any pre-existing condition or eligibility limitations the year prior to the same extent waived by the Company and its Subsidiaries under the comparable Company Plans and (ii) give effectEffective Time for purposes of satisfying all co-payment, in determining any deductible and co-insurance, deductibles, maximum out-of-pocket limitations with requirements, and other out-of-pocket expenses applicable to such Current Employees and their covered dependents in respect to of the plan year in which the Effective Time occurs, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees, in each case under similar plans maintained by the Company and its Subsidiaries immediately prior to the Effective Time. (c) Parent acknowledges and agrees that Without limiting the consummation generality of Section 6.4, no provision of this Agreement (i) prohibits Parent, the Merger shall constitute a “Change in Control” for purposes Surviving Corporation or any of each their Affiliates from amending or terminating any individual Company Plan listed in Section 6.5(c) of the Company Disclosure Schedule. From and after the Effective Time, Parent will honor, and will cause its Subsidiaries to honor, or any other employee benefit plan in accordance with its terms, each Company Plan listed in Section 3.10(a(ii) requires Parent, the Surviving Corporation or any of their respective Affiliates to keep any Person employed for any period of time, (iii) constitutes the Company Disclosure Schedule; providedestablishment or adoption of, howeveror amendment to, that nothing herein shall prevent the amendment, suspension or termination of any Company Plan pursuant to its terms or interfere with the Parent’s other employee benefit plan or Surviving Corporation’s right (iv) confers upon any Current Employee or obligation to make such changes as are necessary to conform with applicable Lawany other Person any third-party beneficiary or similar rights or remedies. (d) Effective as of no later than the day immediately preceding the Closing Date, if requested by Parent in writing at least twenty (20) Business Days prior to the Closing Date and subject, in all cases to the terms of any applicable professional employment organization agreement, including any early termination or other similar provisions, the Company shall withdraw from the 401(k) retirement plan in which it participates (the “Company 401(k) Plan”). If Parent provides such written notice to the Company, the Company shall provide Parent with evidence that the Company has taken action to withdraw from participation in the Company Employees 401(k) Plan (effective as of no later than the severance benefits set forth day immediately preceding the Closing Date), and the Company shall have taken all steps necessary to withdraw from participation in the Company 401(k) Plan. To the extent that the Company withdraws from participation in the Company 401(k) Plan pursuant to Parent’s request, each Current Employee shall be eligible to participate in a 401(k) plan maintained by Parent or an Affiliate thereof as soon as reasonably practicable following the Closing Date, and Parent shall, or shall cause the applicable Affiliate thereof to, effect a direct rollover of any eligible rollover distributions (as defined in Section 6.5(d402(c)(4) of the Company Disclosure Schedule on the terms and conditions set forth thereinCode), except including any outstanding loans, to such 401(k) plan maintained by Parent or an Affiliate thereof with respect to any Person that is a party to a Change in Control Severance Agreement. Nothing contained herein shall prevent Parent from terminating the employment of any Company each such Current Employee. (e) Prior to making any material written or broad-based oral communications to any current or former officer, director, employee or individual independent contractor of the Company or its Subsidiary pertaining to compensation or benefit matters described in this Agreement or to compensation or benefits that will be provided by Parent or an Affiliate thereof following Closing, the Company shall provide Parent with a copy of the intended communication, Parent shall have a reasonable period of time to review and comment on the communication, and the Company shall consider any such comments in good faith, it being understood that after Parent has been so provided with such opportunity the Company shall not be required to provide Parent with any other communication if the content thereof is substantially the same as that previously reviewed by Pxxxxx.

Employment and Employee Benefits Matters. (a) From and after the Effective Time, except as otherwise agreed in writing between Parent and any current or former employee of the Company or any of its Subsidiaries (each, 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 and severance plan or agreement of or between the Company or 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, (ii) all obligations in effect as of the Effective Time pursuant to outstanding restoration or equity based plans, bonus or bonus deferral plans, programs or agreements of the Company or its 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 (excluding, for clarity, Annual Grants under the 2017 Non-Employee Director Compensation Policy) and (iii) all vested and accrued benefits under any employee benefit, employment compensation or similar plans, programs, agreements or arrangements of the Company or its Subsidiaries listed on Section 3.11(a) of the Company Disclosure Letter and previously provided to Parent. Parent acknowledges that the transaction contemplated hereby shall constitute a “change in control” for purposes of each Company Plan that uses such term or a similar term. (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, or shall cause the Surviving Corporation and its each of their Subsidiaries, for the period commencing at the Effective Time and ending on the date that is 12 twelve (12) months after the Effective Timethereafter, to maintain for and provide to any Company Employee the who remains employed by Parent, Company or any of their Subsidiaries (i) cash compensation levels (such term to include salary, bonus opportunities, commissions and employee benefits maintained severance, but excluding equity, equity-based and provided long-term incentive compensation) that are each substantially similar to the Company Employees immediately prior overall cash compensation levels provided by Parent to its similarly situated employees in the date of this Agreement same or comparable geographic locations, and (subject to modifications ii) benefits (including health, welfare and increases permitted by Section 5.1) and at levels retirement benefits that in the aggregate that are no less valuable than substantially similar to those maintained for and provided immediately prior by Parent to its similarly situated employees in the date of this Agreement (subject to modifications and increases permitted by Section 5.1); provided that incentive compensation will be discretionary same or based on performancecomparable geographic locations. (bc) As of and after the Effective Time, Parent will, or will cause the Surviving Corporation to, give Company Employees who are employed by Parent or its Subsidiaries immediately following the Effective Time full credit for purposes of eligibility and vesting and benefit accruals (but not for purposes of benefit accruals under any defined benefit pension plans or to the extent this credit would result in a duplication of benefits for the same period of service and not where past service credit was not provided for other new participants in such Parent Plansplans), under (x) any severance-related provisions of existing Company Plans described in Section 5.6(a) above and (y) any employee compensation, incentive, and benefit (including vacation) 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’ pre-Effective Time service with the Company, its Subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent recognized by the Company immediately prior to the Effective Time, except, in each case, to the extent such treatment would result in duplicative benefits or require recognition of service under a newly established plan for which service is not taken into account for employees of Parent. With respect to each Parent Plan that is a “welfare benefit plan” (as defined in Section 3(1) of ERISA), Parent or and its Subsidiaries shall take commercially reasonable efforts to (i) cause there to be waived any pre-existing condition or eligibility limitations to the same extent waived by the Company and its Subsidiaries under the comparable Company Plans and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations with respect to the plan year in which the Effective Time occurslimitations, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees, in each case Employees under similar plans maintained by the Company and its Subsidiaries immediately prior to the Effective Time. (cd) All provisions contained in this Section 5.6 are for the sole benefit of the parties to this Agreement and nothing herein, expressed or implied, is intended or shall be construed to confer upon or give to any Person (including, for the avoidance of doubt, any Company Employees), other than the parties hereto, any legal or equitable or other rights or remedies with respect to matters provided for in this Section 5.6. Nothing in this Agreement shall be construed as requiring Parent acknowledges or the Company or any of its Subsidiaries to provide employment, or to guarantee or any continued compensation, employee benefits or other rights, to any Company Employee. Further, nothing in this Section 5.6 shall be deemed to amend or modify any Company Plan or any other benefit or compensation plan, agreement or arrangement of the Company, Parent or any Affiliate of either. (e) The Company shall, subject to and agrees that conditioned on the consummation of the Merger shall constitute a transaction contemplated by this Agreement, take all action necessary to terminate the Ocera Therapeutics, Inc. 401(k) Profit Sharing Plan (the “Change in Control” for purposes Company 401(k) Plan”) effective as of each Company Plan listed in the day immediately preceding the Closing. Subject to Parent being reasonably satisfied, consistent with the regulations under Section 6.5(c401(a)(31) of the Code, that the Company Disclosure Schedule. From and after the Effective Time, Parent will honor, and will cause its Subsidiaries to honor, in accordance with its terms, each Company 401(k) Plan listed in meets all requirements for qualification under Section 3.10(a401(a) of the Company Disclosure Schedule; providedCode, however, that nothing herein shall prevent the amendment, suspension or termination of any Company Plan pursuant to its terms or interfere with the Parent’s or Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable Law. (d) Parent shall provide permit participants who have an account balance under the Company 401(k) Plan to Company Employees the severance benefits set forth in rollover his or her “eligible rollover distribution” (as defined under Section 6.5(d402(c)(4) of the Company Disclosure Schedule on the terms and conditions set forth therein, except with respect to any Person that is a party Code) to a Change qualified defined contribution plan maintained by Parent or Purchaser. The Company shall take all action necessary to permit such “eligible rollover distribution” as contemplated in Control Severance Agreement. Nothing contained herein shall prevent Parent from terminating the employment of any Company Employeethis Section 5.6(e).