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) 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) 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. (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) 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 cause Seller has provided to Buyer a true and accurate anonymized list as of the Surviving Corporation Agreement Date of the Business Employees, identifying, in each case where permitted by applicable Law, job title, job location, base salary or hourly wage rate (including, where applicable, current bonus opportunity), date of hire, employing entity, and its Subsidiarieswhether any such individual is on a leave of absence as of the Agreement Date (and if so, for the period commencing at the Effective Time and ending on the date that the leave of absence began and is 12 months after the Effective Time, anticipated 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 end (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 5.1if known); provided that incentive compensation will be discretionary or based on performance). (b) As Schedule 4.11(b) lists, as of and after the Effective TimeAgreement Date, Parent will, (i) each Employee Plan sponsored or will cause the Surviving Corporation to, give Company Employees who are employed maintained by Parent Seller or any of 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 Affiliates that is Related to the extent this credit would result Business Employees and their spouses and eligible dependents or beneficiaries and that are not Parent Plans (“Business Plans”) and (ii) all other Employee Plans which are sponsored or maintained by Seller or any of its Affiliates 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 which Business Employees participate (“Parent Plans”), under any employee benefit (including vacation) plans, programs, policies and arrangements maintained for the benefit of Company Employees separately identifies whether each Employee Plan is a Business Plan or a Parent Plan. Seller has previously made available to Buyer a true and accurate list as of and after the Effective Time by ParentAgreement Date of all individual employment, retention, termination, severance or other similar agreements, in each case pursuant to which Seller or any of its Subsidiaries or the Surviving Corporation for the Company Employees’ pre-Effective Time service Affiliates currently has any obligation 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 any Business Employee (“Employee Agreements”). Seller has previously made available to Buyer a true and complete form or description of each material Business Plan and a form of each Employee Agreement. (c) No Business Plan is a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA). (d) Each Business Plan and Parent Plan that is a “welfare benefit plan” (as defined in retirement plan intended to be qualified under Section 3(1401(a) of ERISA)the Code has received a favorable determination letter, or is entitled to rely on an opinion letter, from the IRS that it is so qualified, except for non-compliance that would not reasonably be expected to adversely affect such qualification or result in a material Liability. (e) With respect to each Business Plan and Parent or Plan, except as would reasonably be expected to not have a Material Adverse Effect, neither Seller nor any of its Subsidiaries shall Affiliates (i) cause there to be waived is currently liable for any pre-existing condition Tax arising under Section 4971, 4972, 4975, 4979, 4980 or eligibility limitations to 4980B of the same extent waived by the Company and its Subsidiaries under the comparable Company Plans and Code, (ii) has incurred any Liability under or arising out of Title IV of ERISA that has not been satisfied in full (other than any Liability for premiums to the Pension Benefit Guaranty Corporation arising in the Ordinary Course of Business all of which have been timely paid), or (iii) has been required to post any security under ERISA or Section 401(a)(29) of the Code, and no fact or event exists that would reasonably be expected to give effectrise to any requirement to post any such security. (f) Each Business Plan has been operated in accordance with its terms and the requirements of all applicable Laws, except where the failure to be so operated would not reasonably be expected to have a Material Adverse Effect. (g) As of the Agreement Date, no material Actions are pending or, to the Knowledge of Seller, threatened in writing in connection with any Business Plan or Parent Plan that would reasonably be expected to have a Material Adverse Effect. (h) With respect to each Business Plan and Parent Plan, all material contributions, premiums or payments required to be made have been made with respect to Business Employees on or before their due dates (including permissible extensions) or have been properly accrued, except as would not reasonably be expected to have a Material Adverse Effect. (i) Neither Seller nor any of its Affiliates is a party to any collective bargaining agreement applicable to the Business Employees. As of the Agreement Date, to the Knowledge of Seller, there are no union organizing campaigns, petitions or other material unionization activities seeking recognition as the representative of a bargaining of Business Employees, and no material unfair labor practice charges or other complaints or union representation questions are before the National Labor Relations Board or other labor board or Government Authority that, in determining any deductible and maximum out-of-pocket limitations either case, would reasonably be expected to have a Material Adverse Effect. No material strikes, slowdowns or other concerted work stoppages are pending or, to the Knowledge of Seller, threatened with respect to the plan year Business Employees, and no such strike, slowdown or other concerted work stoppage has occurred within the two (2) years immediately preceding the Agreement Date. (j) With respect to the Business Employees, the Business is in which compliance in all material respects with all applicable Laws relating to the Effective Time occursemployment of the Business Employees and has paid in full in all respects all wages, salaries, commissions, bonuses, other compensation and benefits and all levies, assessments, contributions and payments to third parties due to or on behalf of the Business Employees and has provided the Business Employees with any legally required leaves of absence, except as would not reasonably be expected to have a Material Adverse Effect. To the Knowledge of Seller, the Business is not subject to any pending investigation from any labor inspection or similar Government Authority, there are no charges or complaints filed by any Business Employees currently pending with any Government Authority, and no litigation is currently pending or, to claims incurred and amounts paid bythe Knowledge of Seller, and amounts reimbursed to, Company threatened against the Business with respect to Business Employees, in each case under similar plans maintained by the Company and its Subsidiaries immediately prior that would reasonably be expected to the Effective Timehave a Material Adverse Effect. No obligations to comply with any Order in respect of any Business Employees are in place, outstanding or unsatisfied that would reasonably be expected to have a Material Adverse Effect. (ck) Parent acknowledges Notwithstanding anything in this Agreement to the contrary, the representations and agrees that warranties made by Seller in this Section 4.11 are 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 sole and after the Effective Timeexclusive representations and warranties made regarding employees, Business Employees, Business Plans, 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 Plans or termination of any Company Plan pursuant to its terms other employment or interfere with the Parent’s or Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable Lawemployee benefits matters. (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 Subsidiaries, for the period commencing at the Effective Time and ending any officer or employee of Advantage 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 Except as otherwise set forth in this Section 6.3, the parties agree that appropriate steps shall be taken to terminate all Employee Benefit Plans 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 Advantage as soon as administratively feasible following the Effective Time full credit for purposes of eligibility the Merger, provided that the conditions of this Subsection (b) and vesting of paragraphs (i)-(iii) below are then met and benefit accruals (but not for purposes provided further that all current employees, and all former employees of benefit accruals Advantage who are presently covered 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)COBRA, 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 who were participating immediately prior to the Merger in employee benefit plans of Advantage for which Sun maintains a corresponding plan shall commence participation in Sun's corresponding plan upon the later of the Effective TimeTime of the Merger or the date of termination of coverage under the Employee Benefit Plans of Advantage without any gap or interruption in coverage (including any gap affecting any of Advantage employee's dependents), whether a gap in time of coverage or in waiting or elimination periods. With Subject to Section 6.3(e) hereof and except as otherwise specifically provided below, Sun agrees that the officers and employees of Advantage who Sun 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 Parent Plan that is a “welfare benefit plan” (as defined in Section 3(1) of ERISA)Sun Health Plan, Parent or its Subsidiaries Sun shall (i) cause there to be waived any waive all waiting periods under said plans for pre-existing condition or eligibility limitations conditions to the same extent waived that such conditions were previously subject to coverage by the Company Advantage plans and its Subsidiaries employees shall be given credit for co-payments and deductibles incurred during the current calendar year under the comparable Company Plans and Advantage plans; (ii) give effect, in determining any deductible and maximum out-of-pocket limitations credit for each such employee's past service 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 Advantage prior to the Effective TimeTime of the Merger ("Past Service Credit") shall be given by Sun to continuing Advantage employees for purposes of establishing eligibility for participation in and vesting under Sun's welfare and fringe benefit plans; and (iii) Past Service Credit shall be given by Sun to continuing Advantage employees for purposes of Sun's vacation policy effective with the beginning of the first calendar year following the Closing Date and continuing Advantage employees shall be permitted to take the balance of their accrued vacation during the period between the Closing Date and the end of the current calendar year. Advantage shall provide Sun with a list of each Advantage employee's accrued vacation as of the Closing Date. (c) Parent acknowledges and agrees that Advantage maintains a 401(k) plan for the consummation benefit of its employees. Sun will assume the Merger 401(k) plan maintained by Advantage. Sun shall constitute a “Change recognize past service credit for continuing employees of Advantage who become participants in Control” for purposes of each Company Plan listed in Section 6.5(cthe Sun 401(k) 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 Lawplan. (d) Parent Sun shall provide COBRA coverage under any of the Advantage Employee Benefit Plans subject to Company Employees COBRA for all M&A qualified beneficiaries under Q&A 4 of Treasury Regulation ss. 54.4890B-9. (e) Any employee of Advantage whose employment with Sun Bank is involuntarily terminated by Sun Bank, absent termination for cause in accordance with policies of Sun or Sun Bank, shall receive severance payments in accordance with the severance benefits policy and years of service information set forth on Schedule 6.3(e). (f) On the Closing Date, Advantage shall pay Peter G. Schoberl an amouxx xxxxx xx xxx xxms to which Mr. Schoberl, in the evenx xx xxx xxxmination, would be entitled pursuant to Section 6.5(d) 4.F. of the Company Disclosure Schedule on the terms Employment Agreement, dated January 31, 2005, between Advantage 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 EmployeeMr. Schoberl.

Employment and Employee Benefits Matters. (a) Parent shall cause Section 4.17(a) of the Surviving Corporation and its SubsidiariesSpinCo Disclosure Schedule lists each material Tiger Benefit Plan. For each material Tiger Benefit Plan that SpinCo or any of the Transferred Subsidiaries will sponsor or maintain following the Closing, for or with respect to which SpinCo or any of the period commencing at Transferred Subsidiaries will have any liability following the Effective Time and ending on the date that is 12 months after the Effective TimeClosing, to maintain for and provide to any Company Employee the compensation and employee benefits maintained and provided to the Company Employees immediately prior has made available to Parent 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 Form 5500). Notwithstanding the foregoing, in the aggregate case of Employee Agreements that are no less valuable than those maintained for materially consistent with one another, Section 4.17(a) of the SpinCo Disclosure Schedule may list, and provided immediately prior the Company may make available to Parent, templates of such Employee Agreements. For each Tiger Benefit Plan with respect to which SpinCo or any of the date Transferred Subsidiaries will not have any liability following the Closing, the Company has made available to Parent a summary of this Agreement (subject to modifications and increases permitted by Section 5.1); provided that incentive compensation will be discretionary or based on performancethe material terms of such plan. (b) As Neither SpinCo 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), Parent except as would not reasonably be expected to have, individually or its Subsidiaries shall (i) cause there to be waived any pre-existing condition or eligibility limitations to in the same extent waived by the Company and its Subsidiaries under the comparable Company Plans and (ii) give effectaggregate, 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 Timea Tiger Material Adverse Effect. (c) Parent acknowledges and agrees Except would not reasonably be expected to have a Tiger Material Adverse Effect, each Tiger 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 Tiger Material Adverse Effect, each Tiger 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) Parent shall provide Each Tiger 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 Tiger 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 Tiger Benefit Plan that would reasonably be expected to have, individually or in the aggregate, a Tiger Material Adverse Effect. No Action (other than routine claims for benefits) is pending against or involves or, to the knowledge of SpinCo, is threatened against or threatened to involve, any Tiger Benefit Plan before any Governmental Authority, nor, to the knowledge of SpinCo, is there any basis for any such Action, in any case that would reasonably be expected to have, individually or in the aggregate, a Tiger Material Adverse Effect. (e) No Tiger Benefit Plan provides any post-retirement or post-termination of service medical, dental or life insurance benefits to any current or former service provider (other than coverage mandated by Applicable Law), except as would not reasonably be expected to have, individually or in the aggregate, a Tiger Material Adverse Effect. (f) Except as would not reasonably be expected to have, individually or in the aggregate, a Tiger Material Adverse Effect, all contributions, premiums and payments that are due have been made for each Tiger Benefit Plan within the time periods prescribed by the terms of such plan and Applicable Law. (g) Except as set forth in Section 6.5(d4.17(g) of the SpinCo Disclosure Schedule, neither the execution of this Agreement or the Separation Agreement nor the consummation of the transactions contemplated hereby (either alone or together with any other event) will (i) entitle any Tiger Service Provider or any directors or consultants of SpinCo or any of the Transferred Subsidiaries (or any of their dependents) 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 Tiger Benefit Plan or (ii) result in the payment of any amount under a Tiger Benefit Plan that would not be deductible by SpinCo or a Transferred Subsidiary as a result of Section 280G of the Code. Neither the Company Disclosure Schedule on nor any of its Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any Tiger Service Provider for any material Tax incurred by such Tiger Service Provider under Section 409A or 4999 of the terms Code. (h) The Company and conditions its Subsidiaries are conducting, and since January 1, 2015 have conducted, the Tiger 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 Tiger Material Adverse Effect. (i) Except as set forth thereinin Section 4.17(i) of the SpinCo Disclosure Schedule, except with respect there is no formal union organizational campaigns or petitions or other material unionization activities seeking recognition of a bargaining unit in the Tiger Business, and no material unfair labor practice charges or other complaints or union representation questions are before the National Labor Relations Board or other labor board or Governmental Authority that, in either case, would reasonably be expected to any Person that have a Tiger Material Adverse Effect. There is no material labor strike, slowdown or stoppage pending or, to SpinCo’s knowledge, threatened against or affecting the Tiger Business. (j) Section 4.17(j) of the SpinCo Disclosure Schedule, sets forth a party to a Change in Control Severance Agreement. Nothing contained herein shall prevent Parent from terminating the employment true and correct list of any and 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 the Tiger Business. (k) Since January 1, 2015, neither the Company Employeenor any of its Subsidiaries has implemented any plant closing or mass layoff, in connection with the Tiger Business, that required notice under any Applicable Law. (l) Prior to the date hereof, the Company has provided to Parent a true and complete Employee Census (as defined in the Employee Matters Agreement), as of the date provided. (m) None of the Transferred Subsidiaries is (i) the employer of any employee covered by any U.S. CBA or (ii) the owner of any facility, real property or equipment at any facility that employs employees that are covered by any U.S. CBA.

Employment and Employee Benefits Matters. (a) Parent shall cause Schedule 3.13 lists, as of the Surviving Corporation Agreement Date, all material Employee Plans. With respect to each material Employee Plan, the Company has previously made available to Buyer a true and its Subsidiaries, for complete copy of the period commencing at the Effective Time and ending on the date that is 12 months after the Effective Timefollowing documents, to maintain for the extent applicable: (i) any written plan documents and provide all amendments thereto (or a written description of the material terms (if not in writing), (ii) the most recent summary plan descriptions, (iii) the most recent Forms 5500 and all schedules thereto, (iv) the most recent actuarial report, (v) the most recent IRS determination letter (or, if applicable, advisory or opinion letter) and (vi) all material non-routine correspondence to or from any Government Authority received in the last year with respect to any Company such 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 performancePlan. (b) As Each Employee Plan that is intended to be qualified under Section 401(a) of and after the Effective Time, Parent willCode has received a favorable determination letter, or will cause is entitled to rely on an advisory or opinion letter, from the Surviving Corporation toIRS and, 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 Knowledge 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 no facts or circumstances exist that would reasonably be expected to cause the IRS to revoke such letter. (each, a c) No Employee Plan is (i) an “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 employee pension benefit plan” (as defined in Section 3(13(2) of ERISA) subject to Title IV of ERISA or (ii) a “multiemployer plan” (within the meaning of Section 3(37) 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. (cd) Parent acknowledges and agrees that the consummation of the Merger shall constitute a “Change in Control” for purposes of each Company Each Employee 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, has been operated in accordance with its termsterms and the requirements of ERISA and all applicable Laws, each Company Plan listed in Section 3.10(aall material respects. (e) No material Actions are pending or, to the Knowledge of the Company Disclosure Schedule; providedCompany, howeverthreatened in writing from any Government Authority in connection with any Employee Plan (other than routine benefit claims), that nothing herein shall prevent would reasonably be expected to have, individually or in the amendmentaggregate, suspension a Material Adverse Effect. (f) No Employee Plan provides benefits or coverage in the nature of health or life insurance following retirement or other termination of employment, other than coverage or benefits required to be provided under Part 8 of Subtitle B of Title I of ERISA or Section 4980B of the Code, or 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 other applicable Law. (dg) Parent shall provide to Company Employees The consummation of the severance Transactions will not, either alone or in combination with another event, (i) accelerate the time of payment or vesting, (ii) materially increase the amount of compensation or benefits set forth due under any Employee Plan or (iii) result in any “disqualified individual” receiving any payment that would be characterized as an “excess parachute payment” (each such term as defined in Section 6.5(d280G of the Code). (h) Each of the Company Disclosure Schedule and the Company Subsidiaries are in compliance in all material respects with all applicable Laws with respect to employment and employment practices, including all Laws relating to wages, hours, employment discrimination, workers’ compensation, the Fair Labor Standards Act of 1938, as amended, and comparable state or local wage and hour Laws, classification of employees and independent contractors, harassment and retaliation. There are no material Actions pending against either the Company or the Company Subsidiaries brought by a Service Provider, or to the Knowledge of the Company, threatened by, such Service Provider, challenging his or her status as an employee, partner, or independent contractor or making a claim for additional compensation or any benefits under any Employee Plan or otherwise. (i) With respect to the Covered Employees, there are no (i) strikes, work stoppages, work slowdowns or lockouts pending, or, to the Knowledge of the Company, threatened against the Company, the Company Subsidiaries, or their respective Affiliates, or (ii) unfair labor practice charges, grievances or complaints pending, or, to the Knowledge of the Company, threatened by or on the terms and conditions set forth thereinbehalf of any Covered Employee, except in each case as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (j) No Covered Employee is represented by a labor union with respect to such employee’s employment with the Company or the Company Subsidiaries and neither the Company nor the Company Subsidiaries is a party to, or otherwise subject to, any collective bargaining agreement or other similar labor union Contract, and, to the Knowledge of the Company, there is no organizational activity being made or threatened in writing by or on behalf of any labor union with respect to any Person Covered Employee. (k) Neither the Company nor the Company Subsidiaries has incurred any Liability or notice obligation under the Worker Adjustment and Retraining Notification Act and the regulations promulgated thereunder or any similar state or local Law (the “WARN Act”) that is a party remains unsatisfied. Within the three (3) month period prior to a Change in Control Severance Agreementthe Agreement Date, there have not been any plant closing or mass layoff, or term of similar import within the meaning of the WARN Act. (l) Since January 31, 2018, (i) no allegations of sexual harassment or other sexual misconduct have been made against any Covered Employee with the title of vice president or above, and (ii) there are no actions, suits, investigations or other Actions pending or, to Knowledge of the Company, threatened related to any allegations of sexual harassment or other sexual misconduct by any Covered Employee with the title of vice president or above. Nothing contained herein shall prevent Parent from terminating Since January 31, 2018, neither the employment of Company nor any Company EmployeeSubsidiary has entered into any settlement agreements related to allegations of sexual harassment or other sexual misconduct by any Covered Employee with the title of vice president or above. (m) Except as would not reasonably be expected to cause a Material Adverse Effect, with respect to each Foreign Plan, (i) all employer and employee contributions to each Foreign Plan required by applicable Law or by the terms of such Foreign Plan have been made, or, if applicable, accrued in accordance with applicable accounting practices; (ii) if required by applicable Law 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 applicable accounting principles, (iii) if intended to qualify for special Tax treatment, such Foreign Plan meets all applicable requirements to qualify for such treatment, (iv) if intended to be filed, registered or approved by a competent Government Authority, has been duly and timely filed, registered or approved, as applicable; and (v) such Foreign Plan has been maintained in compliance with all applicable Laws. (n) Notwithstanding anything in this Agreement to the contrary, the representations and warranties made by the Company in this Section 3.13 are the sole and exclusive representations and warranties made regarding Covered Employees, Employee Plans, Employee Plans or other employment or employee benefits matters.

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 The Parties acknowledge that nothing in this Agreement shall cause be construed as constituting an employment agreement between Sterling, Sterling Bank or any of their affiliates and any director, officer or employee of Farnsworth or any of its xxxxxxxxxxes or an obligation on the Surviving Corporation part of Sterling, Sterling Bank or any of their affiliates to employ any such directors, officers or employees. (b) The Parties agree that appropriate steps shall be taken to terminate all employee benefit plans of Farnsworth or any of its xxxxxxxxxxes immediately prior to, at or as soon as administratively feasible following the Effective Time, provided that the conditions of this Subsection (b) and of paragraphs (i)-(ii) below are then met and provided further that all employees of Farnsworth or any of its Subsidiaries, xxxxxxxxxxes who were participating immediately prior to the Merger in Employee Benefit Plans of Farnsworth or any of its xxxxxxxxxxes for which Sterling or Sterling Bank maintains a corresponding plan shall commence participation in Sterling's or Sterling Bank's corresponding plan upon the period commencing at later of the Effective Time or the date of termination of coverage under the Employee Benefit Plans of Farnsworth or any of its xxxxxxxxxies without any gap or interruption in coverage (including any gap affecting any of Farnsworth employee's dexxxxxxxx), whether a gap in time of coverage or in waiting or elimination periods. Subject to Section 6.3(c) hereof and ending except as otherwise specifically provided below, Sterling and Sterling Bank agree that the officers and employees of Farnsworth or any of its xxxxxxxxxxes who Sterling or Sterling Bank employ shall be eligible to participate in Sterling's or Sterling Bank'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 Sterling or Sterling Bank; provided, however, that: (i) with respect to each Sterling Health Plan, Sterling and Sterling Bank shall waive all waiting periods under said plans for pre-existing conditions; and (ii) credit for each such employee's past service with Farnsworth or anx xx xxx xubsidiaries prior to the Effective Time ("Past Service Credit") shall be given by Sterling and Sterling Bank to continuing Farnsworth employees for xxxxxxxx of establishing eligibility for participation in and vesting under Sterling's and Sterling Bank's welfare and fringe benefit plans. (c) Any employee of Farnsworth whose employmxxx xxxx Sterling or Sterling Bank is involuntarily terminated by Sterling or Sterling Bank, absent termination for cause in accordance with policies of Sterling or Sterling Bank, shall receive severance payments in accordance with the policy and years of service information set forth at Schedule 6.3(c). (d) As of the Effective Time, the Peoples Savings Bank Employee Stock Ownership Plan ("ESOP") shall be terminated on such terms and conditions as contained in the ESOP (as of the date of this Agreement). As soon as practicable after the receipt of a favorable determination letter from the IRS as to the tax qualified status of the ESOP upon its termination under Section 401(a) of the IRC (the "Final Determination Letter"), distributions of the benefits under the ESOP shall be made to the ESOP Participants. From and after the date of this Agreement, in anticipation of such termination and distribution, Farnsworth and its represexxxxxxxx xhall use their best efforts to apply for and to obtain such favorable Final Determination Letter from the IRS. If the ESOP cannot obtain a favorable Final Determination Letter, or that is 12 months the amounts held therein cannot be so applied, allocated or distributed without causing the ESOP to lose its tax-qualified status, then Farnsworth before the Effexxxxx Xxxx, and Sterling or Sterling Bank after the Effective Time, shall take such action as they may reasonably determine with respect to maintain the distribution of benefits to the ESOP Participants, provided that the assets of the ESOP shall be held or paid only for and provide to any Company Employee the compensation and employee benefits maintained benefit of the ESOP Participants, as determined on the Effective Time, and provided to further that in no event shall any portion of the Company Employees immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1) and at levels amounts held in the aggregate that are no less valuable than those maintained for and provided immediately prior ESOP revert, directly or indirectly, to Farnsworth or Sterling, Sxxxxxxx Xxnk or any affiliate thereof. At the date time distribution of this Agreement (subject to modifications and increases permitted by Section 5.1); provided that incentive compensation will be discretionary benefits is made under the ESOP on or based on performance. (b) As of and after the Effective Time, Parent willat the election of the ESOP Participant, 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 amount thereof that is a “welfare benefit plan” constitutes an "eligible rollover distribution" (as defined in Section 3(1402(f)(2)(A) of ERISA), Parent the IRC) may be rolled over by such ESOP Participant to any qualified Sterling or its Subsidiaries shall (i) cause there Sterling Bank benefit plan that permits rollover distributions or 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 Timeeligible individual retirement account. (ce) Parent acknowledges Sterling or Sterling Bank shall assume and agrees that honor all Farnsworth and Peoples Banx'x xxxxxations under any Employment Agreement, Change in Control Agreement or severance pay plans; provided, however, concurrent with the consummation execution and delivery of this Agreement, Mr. Gary N. Pelehaty and Mx. Xxxxxxx Xxxxxx and any xxxxxxxxxx deemed to be a "Specified Employee" of Farnsworth or Peoples Banx xxxxxx the meaning of Section 409A of the Merger shall constitute Code and regulations promulgated thereunder, will execute and deliver to the Sterling an agreement in the form attached hereto as Exhibits 6.3(e)(1) and 6.3(e)(2), respectively (a “"Settlement Agreement") setting forth the manner in which his or her rights under any Employment Agreement, Change in Control” for purposes of each Company Control Severance Agreement or other Compensation or Employee Benefit Plan listed in Section 6.5(cshall be settled by Farnsworth, Peoples Bank, Xxxxxxxx and Sterling Bank or assumed and honored by Sterling, as applicable. (f) of the Company Disclosure Schedule. From and after On or before the Effective Time, Parent will honor, Farnsworth and will cause Peoples shaxx xxxxx xts 401k Plan to be terminated and its Subsidiaries to honor, trust assets distributed in accordance with its terms, each Company Plan listed in Section 3.10(a) of the Company Disclosure Scheduleplan documentation; provided, however, that nothing herein no such distributions shall prevent the amendment, suspension or occur until a favorable letter of determination upon termination of any Company Plan pursuant to its terms the plan has been received from the IRS or interfere with upon the Parent’s or Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable Lawconsent of Sterling Bank, which consent shall not be unreasonably withheld. (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 Schedule 4.13 lists, as of the Surviving Corporation and its SubsidiariesAgreement Date, all material Employee Plans. With respect to each material Employee Plan (x) that is sponsored or maintained solely for the period commencing at benefit of the Effective Time Company’s employees who reside and ending on work in the United States, the Company has previously made available to Acquiror and (y) that is sponsored or maintained solely for the benefit of the Company’s employees who reside and work outside of the United States, the Company will make available to Acquiror within ten business days following the date that is 12 months after hereof a true and complete copy of the Effective Timefollowing documents, to maintain for the extent applicable: (i) any written plan documents and provide all amendments thereto (or a written description of the material terms (if not in writing), (ii) the most recent summary plan descriptions, (iii) the most recent Forms 5500 and all schedules thereto, (iv) the most recent actuarial report, (v) the most recent IRS determination letter (or, if applicable, advisory or opinion letter) and (vi) all material non-routine correspondence to or from any Government Authority received in the last year with respect to any Company such 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 performancePlan. (b) As Each Employee Plan that is intended to be qualified under Section 401(a) of and after the Effective Time, Parent willCode has received a favorable determination letter, or will cause is entitled to rely on an advisory or opinion letter, from the Surviving Corporation toIRS and, 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 knowledge 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 no facts or circumstances exist that would reasonably be expected to cause the IRS to revoke such letter. (each, a c) No Employee Plan is (i) an “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 employee pension benefit plan” (as defined in Section 3(13(2) of ERISA) subject to Title IV of ERISA or (ii) a “multiemployer plan” (within the meaning of Section 3(37) 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. (cd) Parent acknowledges and agrees that the consummation of the Merger shall constitute a “Change in Control” for purposes of each Company Each Employee 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, has been operated in accordance with its termsterms and the requirements of ERISA and all applicable Laws, each Company Plan listed in Section 3.10(aall material respects. (e) No material Actions are pending or, to the knowledge of the Company Disclosure Schedule; providedCompany, howeverthreatened in writing from any Governmental Authority in connection with any Employee Plan (other than routine benefit claims), that nothing herein shall prevent would reasonably be expected to have, individually or in the amendmentaggregate, suspension a Material Adverse Effect. (f) No Employee Plan provides benefits or coverage in the nature of health or life insurance following retirement or other termination of employment, other than coverage or benefits required to be provided under Part 9 of Subtitle B of Title I of ERISA or Section 4980B of the Code, or 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 other applicable Law. (dg) Parent shall provide to Company Employees The consummation of the severance Transactions will not, either alone or in combination with another event, (i) accelerate the time of payment or vesting, (ii) materially increase the amount of compensation or benefits set forth due under any Employee Plan or (iii) result in any “disqualified individual” receiving any payment that would be characterized as an “excess parachute payment” (each such term as defined in Section 6.5(d280G of the Code). (h) Each of the Company Disclosure Schedule and the Company Subsidiaries are in compliance in all material respects with all applicable Laws with respect to employment and employment practices, including all Laws relating to wages, hours, employment discrimination, workers’ compensation, the Fair Labor Standards Act of 1938, as amended, and comparable state or local wage and hour Laws (collectively, “FLSA”), classification of employees and independent contractors, harassment and retaliation. There are no material Actions pending against either the Company or the Company Subsidiaries brought by a Service Provider, or to the knowledge of the Company, threatened by, such Service Provider, challenging his or her status as an employee, partner, or independent contractor or making a claim for additional compensation or any benefits under any Employee Plan or otherwise. (i) With respect to the Covered Employees, there are no (i) strikes, work stoppages, work slowdowns or lockouts pending, or, to the knowledge of the Company, threatened against the Company, the Company Subsidiaries, or their respective Affiliates, or (ii) unfair labor practice charges, grievances or complaints pending, or, to the knowledge of the Company, threatened by or on the terms and conditions set forth thereinbehalf of any Covered Employee, except in each case as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (j) No Covered Employee is represented by a labor union with respect to such employee’s employment with the Company or the Company Subsidiaries and neither the Company nor the Company Subsidiaries is a party to, or otherwise subject to, any collective bargaining agreement or other similar labor union Contract, and, to the knowledge of the Company, there is no organizational activity being made or threatened in writing by or on behalf of any labor union with respect to any Person Covered Employee. (k) Neither the Company nor the Company Subsidiaries has incurred any Liability or notice obligation under the Worker Adjustment and Retraining Notification Act and the regulations promulgated thereunder or any similar state or local Law (the “WARN Act”) that is a party remains unsatisfied. Within the three (3) month period prior to a Change in Control Severance Agreementthe Agreement Date, there have not been any plant closing or mass layoff, or term of similar import within the meaning of the WARN Act. (l) Since January 31, 2018, (i) no allegations of sexual harassment or other sexual misconduct have been made against any Covered Employee with the title of vice president or above, and (ii) there are no actions, suits, investigations or other Actions pending or, to knowledge of the Company, threatened related to any allegations of sexual harassment or other sexual misconduct by any Covered Employee with the title of vice president or above. Nothing contained herein shall prevent Parent from terminating Since January 31, 2018, neither the employment of Company nor any Company EmployeeSubsidiary has entered into any settlement agreements related to allegations of sexual harassment or other sexual misconduct by any Covered Employee with the title of vice president or above. (m) Except as would not reasonably be expected to cause a Material Adverse Effect, with respect to each Foreign Plan, (i) all employer and employee contributions to each Foreign Plan required by applicable Law or by the terms of such Foreign Plan have been made, or, if applicable, accrued in accordance with applicable accounting practices; (ii) if required by applicable Law 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 applicable accounting principles, (iii) if intended to qualify for special Tax treatment, such Foreign Plan meets all applicable requirements to qualify for such treatment, (iv) if intended to be filed, registered or approved by a competent Governmental Authority, has been duly and timely filed, registered or approved, as applicable; and (v) such Foreign Plan has been maintained in compliance with all applicable Laws. (n) Notwithstanding anything in this Agreement to the contrary, the representations and warranties made by the Company in this 4.13 are the sole and exclusive representations and warranties made regarding Covered Employees, Employee Plans, Employee Plans or other employment or employee benefits matters.

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) 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) Parent shall cause Section 3.12(a) of the Surviving Corporation and its SubsidiariesSeller Disclosure Schedule sets forth a list, 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 as of the date of this Agreement (subject to modifications and increases permitted by Section 5.1) and at levels Agreement, of all material BHGE Employee Plans 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 performancewhich IST Employees participate. (b) As Except as set forth in Section 3.12(b) of and after the Effective TimeSeller Disclosure Schedule or pursuant to a GE Employee Plan, Parent willneither the execution of this Agreement nor the consummation of the Transaction (either alone or together with any other event) will (i) entitle any IST Employee to any payment or benefit, including any bonus, retention, severance, retirement or job security payment or benefit, any cancellation of Debt, or will cause any increase in compensation, (ii) result in the Surviving Corporation toacceleration of payment, give Company Employees who are employed by Parent funding 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 BHGE Employee Plan or result in any increase in benefits payable under any BHGE Employee Plan or (iii) result in the release of any IST Employee from his contractual obligations under any BHGE Employee Plan, in each case, except as would not reasonably be expected to be, individually or in the aggregate, material to the extent this credit would result in IST Business. (c) With respect to the IST Employees, to the Knowledge of BHGE LLC, (i) no IST Employee is represented by 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)labor union, under any employee benefit labor organization or works council (including vacationor representatives thereof) 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 PlanLabor Organization”) 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 no Labor Organization has been certified or its Subsidiaries shall (i) cause there recognized as a representative of any IST Employee, and neither the Sellers nor GEOG M&I are parties to be waived or have any preobligation under any labor agreement, collective bargaining agreement or any other labor-existing condition related agreements or eligibility limitations arrangements with any Labor Organization pertaining to or which determines the same extent waived by the Company and its Subsidiaries under the comparable Company Plans and terms or conditions of employment of any IST Employee, (ii) give effectthere are no pending or threatened representation campaigns, in determining elections or proceedings concerning union representation involving any deductible IST Employees and maximum out(iii)(A) there are no activities or efforts of any Labor Organization to organize any IST Employees, and (B) there are no demands for recognition or collective bargaining, strikes, slowdowns, work stoppages or lock-of-pocket limitations outs of any kind, or threats thereof, by or with respect to any IST Employee or any representatives thereof 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 LawIST Business. (d) Parent shall provide The Sellers and GEOG M&I are and, during the BHGE Ownership Period have been, in compliance in all material respects with all applicable collective bargaining agreements and Laws relating to Company the employment of the IST Employees (including employment or labor standards, labor relations, wages, overtime, employee classification, discrimination, sexual harassment, work authorization, immigration, information privacy and security, occupational health and safety, wage payment, severance payment, holiday pay, employment equity, pay equity and withholding of Taxes). No material claim with respect to payment of wages, salary or overtime pay has been asserted during the severance benefits set forth BHGE Ownership Period (other than routine claims for benefits), and is now pending before any Governmental Authority, with respect to current or former employees of the IST Business, and there is no material charge or proceeding with respect to a violation of any occupational safety or health standards that has been asserted during the BHGE Ownership Period, and is now pending with respect to the IST Business. No material charge of discrimination in employment or employment practices for any reason, including age, gender, disability, race, religion or other legally protected category, has been asserted during the BHGE Ownership Period and is now pending by current or former employees of the IST Business. Neither the Sellers nor GEOG M&I is subject to any pending audit, or pending investigation from any labor inspection or similar Governmental Authority with respect to the IST Business which would reasonably be expected to result in any material Liability and, to the Knowledge of BHGE LLC, no such audit or investigation has been threatened. To the Knowledge of BHGE LLC, there are no material outstanding, unsatisfied obligations to comply with any recommendation or declaration of any court or other tribunal in respect of any of the current or former employees of the IST Business. (e) Except where the disclosure of such information would be prohibited by data privacy/protection laws without the individual’s consent, Section 6.5(d3.12(e)(i) of the Company Seller Disclosure Schedule on the terms sets forth a true and conditions set forth thereincomplete list of each current IST Employee, except including with respect to each IST Employee, (i) the location (country, state or province) in which each such IST Employee is based and primarily performs his or her duties or services, (ii) the name of such IST Employee’s formal employer, (iii) such IST Employee’s annual base salary or wages and any Person that incentives or bonus target for 2018 and (iv) each such IST Employee’s most recent hire date. Except as set forth on Section 3.12(e)(ii) of the Seller Disclosure Schedule, no IST Employee is on a party leave of absence or, to the Knowledge of BHGE LLC, no IST Employee with a Change career band of SPB or higher has given notice in Control Severance Agreement. Nothing contained herein shall prevent Parent from terminating writing as of the employment date hereof of any Company Employeehis or her intention to go on a leave of absence.

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 cause Section 3.14(a) of the Surviving Corporation Disclosure Schedules sets forth a true and complete list of each Seller Plan, 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 Seller Plan and Subsidiary Plan in which a Business Employee participates. Except as set forth in Section 3.14(a) of the Disclosure Schedules or in the ordinary course of business, 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) Except as set forth in Section 3.14(b) of the Disclosure Schedules, for the period commencing at the Effective Time each Subsidiary Plan and ending on the date Seller Plan in which a Business Employee participates that is 12 months 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 Business Subsidiaries following the Closing, (ii) neither Seller nor any of its ERISA Affiliates has at any time during the last six (6) years, contributed to or been obligated to contribute to any “Multiemployer Plan” 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 Effective TimeClosing Date. There are no inquiries, investigations, audits or proceedings pending or, to maintain for and provide the Knowledge of Seller, threatened by any Governmental Authority with respect to any Company Subsidiary Plan or any related trust. (e) Each 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. (f) Except as set forth in Section 3.14(f) of the Disclosure Schedules, no Subsidiary Plan provides retiree life insurance, retiree health or other retiree welfare benefits to any current or former Business Employee other than coverage that may be required by applicable Law. (g) Section 3.14(g) of the compensation Disclosure Schedules lists all collective bargaining agreements, union contracts, employee representation agreements, and employee benefits maintained and provided to the Company similar labor-related agreements or arrangements that cover any Business Employees immediately prior to 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”) ). To the Knowledge of Seller, 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 labor-related complaints or union representation petitions pending or, to the same extent recognized by the Company immediately prior Knowledge of Seller, threatened before any labor board or Governmental Authority which would reasonably be expected to result in any material liability to the Effective TimeBusiness Subsidiaries following the Closing. With respect There are no material strikes, slowdowns or work stoppages pending or, to the Knowledge of Seller, threatened, and no such strike, slowdown or work stoppage has occurred since January 1, 2008. (h) Except as would not reasonably be expected to result in a material liability to the Business Subsidiaries following the Closing, each Parent Plan that Business Subsidiary is in compliance in all material respects with all applicable Laws respecting employment, fair employment practices, terms and conditions of employment, workers compensation, worker classification, employee leave issues, wages and hours, occupational safety and health and fair labor standards, including any obligations under the Worker Adjustment and Retraining Notification Act of 1988, as amended, and any similar Laws requiring notice to employees in the event of a plant closing or layoff (“welfare benefit plan” (as defined in Section 3(1) of ERISAWARN”), Parent or its Subsidiaries shall . (i) cause there Except as would not reasonably be expected to be waived any pre-existing condition or eligibility limitations result in a material liability to the same extent waived by Business Subsidiaries following the Company and its Subsidiaries under Closing: (x) no Business Subsidiary has misclassified any person who performs services for the comparable Company Plans Business as an independent contractor, temporary employee, leased employee, volunteer or any other servant or agent (each a “Contingent Worker”); (y) no Contingent Worker who is eligible to participate in any Subsidiary Plan has been excluded therefrom; and (iiz) give effectno Business Subsidiary employs or engages any volunteer workers, paid or unpaid interns or any other unpaid workers, other than, in determining any deductible the case of (x), (y) and maximum out-of-pocket limitations with respect to (z), as set forth in Section 3.14(i) 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 TimeDisclosure Schedules. (cj) Parent acknowledges Except as set forth in Section 3.14(j) of the Disclosure Schedules, none of the Business Subsidiaries is subject to any pending, or to the Knowledge of Seller, threatened investigation relating to labor employment practices by any Governmental Authority which would reasonably be expected to result in any material liability to the Business Subsidiaries following the Closing. (k) Except as set forth in Section 3.14(k) of the Disclosure Schedules, 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, or (iii) result in Control” for purposes any forgiveness of each Company Plan listed in Section 6.5(cindebtedness (l) The consummation of the Company Disclosure Schedule. From and after the Effective Time, Parent transactions contemplated hereby (either alone or in conjunction with any other event) will honor, and will cause its Subsidiaries not result in a payment or benefit to honor, in accordance with its terms, each Company Plan listed in any Business Employee that would not be deductible under Section 3.10(a) 280G of the Company Disclosure Schedule; providedCode. No Business Employee is entitled to receive any additional payment (including any tax gross-up, howeverindemnity, that nothing herein shall prevent or other payment) from the amendment, suspension or termination Business Subsidiaries as a result 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 Lawimposition of the excise taxes required by section 4999 of the Code. (dm) Parent shall provide Except as would not reasonably be expected to Company Employees result in a material liability to the severance benefits Business Subsidiaries following the Closing and except as set forth in Section 6.5(d3.14(m) of the Company Disclosure Schedule on the terms and conditions set forth thereinSchedules, except with respect no Business Subsidiary has any obligations to indemnify or otherwise assume responsibility for (i) payments or benefits to employees that otherwise would be made or provided by any Person co-employing entity or (ii) payments to governmental tax authorities due as a result of payments or benefits that is would be, were, or are to be, made or provided by a party to a Change in Control Severance Agreement. Nothing contained herein shall prevent Parent from terminating the employment of any Company Employeeco-employing entity.

Employment and Employee Benefits Matters. (a) Parent shall cause Schedule 3.17(a) contains a complete and accurate list of the Surviving Corporation following information, except as excluded by labor laws and its SubsidiariesHIPPA, for each employee of Seller performing services for the period commencing at the Effective Time Human Banking Business, including each employee on leave of absence or layoff status: (i) name; (ii) job title; (iii) date of hiring; (iv) date of commencement of employment; (v) current compensation paid or payable; (vi) sick and ending on the date vacation leave that is 12 months after accrued but unused; and (vii) service credited for purposes of vesting and eligibility to participate under any plans, programs, and other arrangements that are deemed “employee benefit plans” under the Effective TimeEmployment Retirement Security Act of 1974, to maintain as amended (“ERISA”), and any other option plan, deferred compensation, severance, retention, vacation, fringe-benefit, welfare, bonus plan or other incentive plan for any of Seller’s employees (each, an “Employee Plan”). Schedule 3.17(a) also sets forth a complete and provide accurate list all independent contractors performing services for the Human Banking Business. Seller is not delinquent to any Company Employee the compensation of its employees for any wages, salaries, commissions, bonuses or other amounts, and no employee benefits maintained and provided owes any sum to Seller. The employees of Seller who have (or have had) access to confidential or proprietary information of Seller related to the Company Employees immediately prior Human Banking Business have executed confidentiality and assignment of invention forms which are adequate 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 performanceprotect Seller’s proprietary interests therein. (b) As Neither Seller nor any of and after the Effective Time, Parent willits affiliates is, or will cause the Surviving Corporation has been, a party to, give Company Employees who or bound by, any collective bargaining agreement or other labor union contract applicable to any employee performing services related to the Human Banking Business and no such agreement is being negotiated. There 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 no pending, or to the extent this credit would result in a duplication knowledge 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)Seller, 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 threatened (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 union representation petitions, (ii) give effectefforts being made to organize or (iii) strikes, in determining slowdowns, work stoppages, lockouts or threats. Seller has complied with the federal Worker Adjustment and Retraining Notification Act and 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 Timestate or local Legal Requirement. (c) Parent acknowledges Schedule 3.17(c) contains a true and agrees complete list of all Employee Plans, in each case whether or not reduced to writing, which is or has been maintained, sponsored, contributed to or required to be contributed to by Seller for the benefit of any current or former employee, officer, director, retiree, independent contractor or consultant of Seller, in each case, performing services related to the Human Banking Business, or any spouse or dependent of such individual, or under which Seller or any employers (whether or not incorporated) that would be treated together with Seller or any of its affiliates as a "single employer" within the consummation meaning of Section 414 of the Merger shall constitute a Code of its (“Change in Control” for purposes of each Company Plan listed in Section 6.5(cERISA Affiliates”) 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 may have 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 LawLiability. (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 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 cause Section 4.17(a) of the Surviving Corporation and its SubsidiariesSpinCo Disclosure Schedule lists each material Tiger Benefit Plan. For each material Tiger Benefit Plan that SpinCo or any of the Transferred Subsidiaries will sponsor or maintain following the Closing, for or with respect to which SpinCo or any of the period commencing at Transferred Subsidiaries will have any liability following the Effective Time and ending on the date that is 12 months after the Effective TimeClosing, to maintain for and provide to any Company Employee the compensation and employee benefits maintained and provided to the Company Employees immediately prior has made available to Parent 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 Form 5500). Notwithstanding the foregoing, in the aggregate case of Employee Agreements that are no less valuable than those maintained for materially consistent with one another, Section 4.17(a) of the SpinCo Disclosure Schedule may list, and provided immediately prior the Company may make available to Parent, templates of such Employee Agreements. For each Tiger Benefit Plan with respect to which SpinCo or any of the date Transferred Subsidiaries will not have any liability following the Closing, the Company has made available to Parent a summary of this Agreement (subject to modifications and increases permitted by Section 5.1); provided that incentive compensation will be discretionary or based on performancethe material terms of such plan. (b) As Neither SpinCo 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), Parent except as would not reasonably be expected to have, individually or its Subsidiaries shall (i) cause there to be waived any pre-existing condition or eligibility limitations to in the same extent waived by the Company and its Subsidiaries under the comparable Company Plans and (ii) give effectaggregate, 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 Timea Tiger Material Adverse Effect. (c) Parent acknowledges and agrees Except would not reasonably be expected to have a Tiger Material Adverse Effect, each Tiger 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 to honor, in accordance with its terms, each Company Plan listed in Section 3.10(a) of nothing has occurred since the Company Disclosure Schedule; provided, however, that nothing herein shall prevent the amendment, suspension or termination date of any Company Plan pursuant such determination or opinion letter that could reasonably be expected to its terms or interfere with give 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.IRS

Employment and Employee Benefits Matters. (a) Parent shall cause A true and accurate list as of the Surviving Corporation and its SubsidiariesAgreement Date of the Business Employees, for the period commencing at the Effective Time and ending on the date that is 12 months after the Effective Timein each case, 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 identifying names, job title, job location, date of this Agreement (subject hire and employer, has been made available 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 performanceBuyer. (b) As Neither the execution and delivery of and after this Agreement nor the Effective Time, Parent will, or consummation of the transactions contemplated hereby 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 payment becoming due to any Business Employee or satisfy any prerequisite (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 whether exclusive or the Surviving Corporation for the Company Employees’ prenon-Effective Time service with the Company, its Subsidiaries and their predecessor entities (each, a “Parent Plan”exclusive) to the same extent recognized by the Company immediately prior any payment or benefit 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 TimeBusiness Employee. (c) Parent acknowledges and agrees that the consummation As of the Merger shall constitute Agreement Date, no Seller Party is a “Change in Control” for purposes of each Company Plan listed in Section 6.5(c) party to any collective bargaining agreement that is applicable to the Business Employees. As of the Company Disclosure Schedule. From and after Agreement Date, to the Effective TimeKnowledge of Seller, Parent will honorthere are no formal organizational campaigns, petitions or other material unionization activities seeking recognition with respect to the Business Employees, and will cause its Subsidiaries to honorno material unfair labor practice charges or other complaints or union representation questions are before the National Labor Relations Board or other labor board or Government Authority that, in accordance with its termseither case, each Company Plan listed in Section 3.10(a) would reasonably be expected to affect the Business Employees. As of the Company Disclosure Schedule; providedAgreement Date, howeverno strikes, that nothing herein shall prevent slowdowns or work stoppages are pending or, to the amendmentKnowledge of Seller, suspension threatened with respect to the Business Employees, and no such strike, slowdown or termination of any Company Plan pursuant to its terms or interfere with work stoppage has occurred within the Parent’s or Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable Law3 years immediately preceding the Agreement Date. (d) Parent shall provide Except as would not reasonably be expected to Company Employees result in any material liability to Buyer, with respect to the severance benefits set forth Business Employees, the Seller Parties and their respective Affiliates are in Section 6.5(d) compliance in all material respects with all applicable Laws relating to the employment of the Company Disclosure Schedule Business Employees and have paid in full all wages, salaries, commissions, other compensation and benefits and all levies, assessments, contributions and payments to third parties due to or on behalf of such employees. As of the terms and conditions set forth thereinAgreement Date, except no material claim with respect to payment of wages, salary or overtime pay is pending or, to the Knowledge of Seller, threatened in writing before any Government Authority, with respect to any Person that Business Employees. As of the Agreement Date, no material charge of discrimination in employment or employment practices for any reason, including age, gender, race, religion or other legally protected category, is a party pending or, to a Change the Knowledge of Seller, threatened before the U.S. Equal Employment Opportunity Commission or other Government Authority by any Business Employees. To the Knowledge of Seller, none of the Seller Parties or their respective Affiliates is subject to any pending investigation from any labor inspection or similar Government Authority with respect to the Business Employees, and no litigation is currently pending against the Seller Parties with respect to any Business Employees. No obligations of the Seller Parties to comply with any Order in Control Severance Agreement. Nothing contained herein shall prevent Parent from terminating the employment respect of any Company EmployeeBusiness Employees are outstanding or unsatisfied. (e) Notwithstanding anything in this Agreement to the contrary, the representations and warranties made by Seller in this Section 4.08 and the Employee Matters Agreement are the sole and exclusive representations and warranties made regarding employees (including Business Employees) or other employment or employee benefits matters.

Employment and Employee Benefits Matters. (a) Parent shall cause Except as would not reasonably be expected to result in material liability to the Surviving Corporation Acquiror’s business or Acquiror, Acquiror: (i) is in compliance with all applicable Laws respecting employment, employment practices, worker classification, terms and its Subsidiariesconditions of employment and wages and hours, in each case, with respect to Acquiror Employees; (ii) has withheld and reported since January 1, 2018 all amounts required by Law or by agreement to be withheld and reported with respect to the wages, salaries and other payments to Acquiror Employees by virtue of their employment, the transactions specifically contemplated by this Agreement or otherwise; (iii) is not liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the period commencing at foregoing, in each case, with respect to the Effective Time Acquiror Employees; and ending on the date that (iv) is 12 months after the Effective Time, to maintain not liable for and provide any payment to any Company Employee trust or other fund or to any governmental or administrative authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Acquiror Employees (other than routine payments to be made in the compensation normal course of business and employee benefits maintained and provided consistent with past practice). Except as would not reasonably be expected to result in material liability 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 Acquiror’s business or Acquiror, there are no less valuable than those maintained for and provided immediately prior pending or threatened or reasonably anticipated, claims or actions against Acquiror under any worker’s compensation policy or long-term disability policy with respect 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 Acquiror Employee. (b) As of and after the Effective TimeNo material work stoppage or labor strike against Acquiror is pending or reasonably anticipated, 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 Knowledge of the Acquiror, threatened. As of the date of this credit Agreement, to the Knowledge of Acquiror, there are no activities or proceedings of any labor union to organize any current Acquiror Employees. There are no Actions, suits, claims, labor disputes or grievances pending or reasonably anticipated, or to the Knowledge of the Acquiror, threatened, in each case, relating to any labor, safety or discrimination matters involving any Acquiror Employee, including charges of unfair labor practices or discrimination complaints, which, if adversely determined, would result in material liability to Acquiror. Acquiror has not engaged in any unfair labor practices within the meaning of the National Labor Relations Act. Since January 1, 2018, the Acquiror has not engaged in or effectuated any “plant closing” or employee “mass layoff” (in each case, as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Acquiror. (c) Section 4.13(c) of the Acquiror Disclosure Letter sets forth a duplication list of benefits for the same period each material Acquiror Plan including separate identification of service and not where past service credit was not provided for other new participants in such Parent Plans), under any employee benefit each material International Acquiror Plan. (including vacationd) 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 material Acquiror Plan, Acquiror has made available to the Contributor true and complete copies of the following documents to the extent applicable: (i) each Acquiror Plan that and all amendments thereto, (ii) the most recent summary plan description and all subsequent summaries of material modifications, (iii) the trust agreement, any insurance contracts or other funding arrangements with respect to such plan, and (iv) the most recent Forms 5500 and all schedules thereto, including audited financial statements and actuarial valuation reports filed with respect to such Acquiror Plans. (e) No Acquiror Plan is (i) a “welfare defined benefit plan” (as defined in Section 3(13(35) of ERISA), Parent (ii) a “multiemployer plan” (as defined in Section 3(37) of ERISA), (iii) a “multiple employer plan” (within the meaning of Section 413(c) of the Code), or (iv) a multiple employer welfare arrangement (within the meaning of Section 3(40) of ERISA). Acquiror does not have any Liability under Title IV of ERISA. (f) Each Acquiror Plan has been operated in accordance with its Subsidiaries shall terms and the requirements of all applicable Laws (including ERISA and the Code), except for non-compliance which has not had and would not reasonably be expected to have an Acquiror Material Adverse Effect. (i) cause there No prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code has occurred with respect to be waived any pre-existing condition Acquiror Plan for which a statutory or eligibility limitations to the same extent waived by the Company and its Subsidiaries under the comparable Company Plans and administrative exemption does not exist, (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 Transactions will not result in Control” any prohibited transaction described in Section 406 of ERISA or Section 4975 of the Code for purposes which an exemption is not available, and (iii) all premiums and contributions required to be made under each Acquiror Plan, as of the date hereof, have been timely made and all obligations in respect of each Company Acquiror Plan listed have been properly accrued or reflected in the Acquiror Financial Statements. (g) There are no claims or causes of action pending or threatened in writing since January 1, 2018 against Acquiror in connection with any Acquiror Plan. (h) Each Acquiror Plan that is intended to be tax qualified under Section 6.5(c401(a) of the Company Disclosure Schedule. From and after Code has received, is covered by or has applied for a favorable determination or opinion letter from the Effective Time, Parent will honorIRS, and will cause its Subsidiaries there are no facts or circumstances that would be reasonably likely to honor, in accordance with its terms, each Company Plan listed in adversely affect the qualified status of any such Acquiror Plan. Any trusts established under Acquiror Plans intended to be exempt from federal income taxation under Section 3.10(a501(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 Code are necessary to conform with applicable Lawso exempt. (di) Parent shall provide to Company Employees the severance benefits set forth in Section 6.5(d) None of the Company Disclosure Schedule on execution and delivery of this Agreement nor the terms and conditions set forth thereinconsummation of the Transactions (alone or in conjunction with any other event) will (i) entitle any Acquiror Employee to any compensation or benefit (or increase thereto) or (ii) accelerate the time of payment or vesting, or trigger any payment or funding, of any compensation or benefits with respect to any Acquiror Employee under any Acquiror Plan. (j) Acquiror is not a party to any collective bargaining agreement or other labor union contract applicable to Acquiror Employees. (k) Acquiror has no obligation to provide post-retirement medical or life insurance benefits to any current or former Acquiror Employees, or their respective survivors, dependents or beneficiaries, except as may be required by Section 4980B of the Code or Part 6 of Title I of ERISA or applicable Law concerning medical benefits continuation. (l) The consummation of the Transactions will not result in any “parachute payments” within the meaning of Section 280G of the Code with respect to any Person that who is, in respect of Acquiror, a “disqualified individual” (within the meaning of Section 280G of the Code). (m) Acquiror is not a party to to, or is otherwise obligated under, any Contract that provides for a Change in Control Severance Agreement. Nothing contained herein shall prevent Parent from terminating gross up of taxes imposed by Sections 409A or 4999 of the employment of any Company EmployeeCode.

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 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) 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 Company Disclosure Schedule on Code) from under Seller’s 401(k) plans (the terms and conditions set forth therein“401(k) Plans”), 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 including the employment amount of any Company Employee.unpaid balance of any participant loan made under the 401(k)