Common use of Employment Benefits Clause in Contracts

Employment Benefits. For the period beginning on the Closing Date and ending on December 31, 2020 (the “Continuation Period”), the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) maintain for each Continuing Employee (i) base compensation that is not less than the base compensation in effect for such Continuing Employee immediately prior to the Effective Time (ii) target annual cash incentive opportunities that are no less than those in effect for such Continuing Employee immediately prior to the Effective Time; (iii) severance and termination benefits that are no less favorable than (A) those applicable to such Continuing Employee immediately before the Effective Time or (B) the severance and termination benefits provided to similarly situated employees of Parent, whichever is greater; and (iv) all other retirement and welfare benefit and compensation plans, programs, policies, agreements or arrangements at levels that are no less favorable in the aggregate than those in effect for (or available to) such Continuing Employee under the Employee Plans in effect immediately prior to the Effective Time; provided, that nothing in this clause (iv) shall require any particular level of long-term or equity-based incentives during the Continuation Period. Following the Continuation Period, or if the Closing Date occurs after December 31, 2020, from and after the Closing Date, the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) provide Continuing Employees with all elements of compensation and benefits (including base compensation, target annual cash incentive opportunities, severance and termination benefits, retirement and welfare benefit and compensation plans and long-term and equity-based incentives) in a no less favorable manner than provided to similarly situated employees of Parent and its Subsidiaries (other than Continuing Employees). The foregoing conditions of this Section 6.9(c) shall not apply to the extent that as a result of COVID-19, COVID-19 Measures, or other similar major events beyond the reasonable control of the Surviving Corporation and its Subsidiaries, the business needs of the Surviving Corporation and its Subsidiaries, as reasonably determined by the Surviving Corporation, dictate that alternative actions be taken; provided that such alternative actions are applied in a no less favorable manner to Continuing Employees than other similarly situated employees of Parent and its Subsidiaries (other than the Surviving Corporation).

Employment Benefits. The Surviving Corporation or one of its Subsidiaries will (and Parent will cause the Surviving Corporation or one of its Subsidiaries to) continue the employment of all employees of the Company and its Subsidiaries as of the Effective Time by taking such actions, if any, as are required by applicable Law, provided that the Company provides all information necessary to take such actions prior to the Effective Time. For a period of one year following the period beginning on the Closing Date and ending on December 31, 2020 Effective Time (the “Continuation Period”or until an earlier termination of employment), the Surviving Corporation and its Subsidiaries shall will (and Parent shall will cause the Surviving Corporation and its Subsidiaries to) maintain for each Continuing Employee (i) base maintain for the benefit of Continuing Employees the broad-based Company Benefit Plans and any other broad-based employee benefit plans or other compensation that is not less and severance arrangements (other than any long-term incentive, equity-based, change in control, retention or similar compensation or benefits (“Excluded Benefits”)) of the base compensation in effect for such Continuing Employee immediately prior to Surviving Corporation or any of its Subsidiaries (the Effective Time (ii“Company Plans”) target annual cash incentive opportunities that are no less than those in effect for such Continuing Employee immediately prior to the Effective Time; (iii) severance on terms and termination benefits that are no less favorable than (A) those applicable to such Continuing Employee immediately before the Effective Time or (B) the severance and termination benefits provided to similarly situated employees of Parent, whichever is greater; and (iv) all other retirement and welfare benefit and compensation plans, programs, policies, agreements or arrangements at levels conditions that are no less favorable in the aggregate than those in effect for at the Company or its Subsidiaries (or available toother than Excluded Benefits) on the date of this Agreement and (ii) provide base cash compensation and cash incentive opportunities (other than Excluded Benefits) to each Continuing Employee that, taken as a whole, are no less favorable in the aggregate than the compensation and benefits (other than Excluded Benefits) provided to such Continuing Employee under immediately prior to the Effective Time (“Comparable Plans”); or (iii) provide some combination of Company Plans and Comparable Plans such that each Continuing Employee Plans receives such compensation and benefits (other than Excluded Benefits) that, taken as a whole, are no less favorable in effect the aggregate than such compensation and benefits (other than Excluded Benefits) provided to such Continuing Employee immediately prior to the Effective Time; provided. In each case, base compensation and target cash incentive compensation opportunity (other than Excluded Benefits) will not be decreased for a period of one year following the Effective Time for any Continuing Employee employed during that nothing in this clause (iv) shall require any particular level period. For a period of long-term or equity-based incentives during one year following the Continuation Period. Following the Continuation Period, or if the Closing Date occurs after December 31, 2020, from and after the Closing DateEffective Time, the Surviving Corporation and its Subsidiaries shall will (and Parent shall will cause the Surviving Corporation to) provide to Continuing Employees severance benefits that are no less favorable than those provided by the Company and its Subsidiaries to) provide Continuing Employees with all elements as of compensation and benefits (including base compensation, target annual cash incentive opportunities, severance and termination benefits, retirement and welfare benefit and compensation plans and long-term and equity-based incentives) in a no less favorable manner than provided to similarly situated employees of Parent and its Subsidiaries (other than Continuing Employees). The foregoing conditions the date of this Agreement as set forth on Section 6.9(c6.11(b) shall not apply to the extent that as a result of COVID-19, COVID-19 Measures, or other similar major events beyond the reasonable control of the Surviving Corporation and its Subsidiaries, the business needs of the Surviving Corporation and its Subsidiaries, as reasonably determined by the Surviving Corporation, dictate that alternative actions be taken; provided that such alternative actions are applied in a no less favorable manner to Continuing Employees than other similarly situated employees of Parent and its Subsidiaries (other than the Surviving Corporation)Company Disclosure Letter.

Employment Benefits. The Surviving Corporation or one of its Subsidiaries will (and Parent will cause the Surviving Corporation or one of its Subsidiaries to) continue the employment of all employees of the Company and its Subsidiaries as of immediately prior to the Effective Time by taking such actions, if any, as are required by applicable Law, provided that the Company provides all information necessary to take such actions prior to the Effective Time. For a period of one year following the period beginning on the Closing Date and ending on December 31, 2020 Effective Time (the “Continuation Period”or until an earlier termination of employment), the Surviving Corporation and its Subsidiaries shall will (and Parent shall will cause the Surviving Corporation and its Subsidiaries to) maintain for each Continuing Employee (i) maintain for the benefit of Continuing Employees annual base salary, bonus and incentive opportunities, and other compensation that is not less and employee benefits (in each case, other than any paid time off or vacation, equity-based, change in control, retention, transaction bonus, severance or similar compensation or benefits (“Excluded Benefits”)) of the base compensation in effect for such Continuing Employee immediately prior to Surviving Corporation or any of its Subsidiaries (collectively, the Effective Time (ii“Company Plans”) target annual cash incentive opportunities on terms and conditions that are no less than those in effect for such Continuing Employee immediately prior to the Effective Time; (iii) severance and termination benefits that are no less favorable than (A) those applicable to such Continuing Employee immediately before the Effective Time or (B) the severance and termination benefits provided to similarly situated employees of Parent, whichever is greater; and (iv) all other retirement and welfare benefit and compensation plans, programs, policies, agreements or arrangements at levels that are no less favorable substantially similar in the aggregate than those in effect for (at the Company or available to) such Continuing Employee under the Employee Plans in effect immediately prior to the Effective Time; provided, that nothing in this clause (iv) shall require any particular level of long-term or equity-based incentives during the Continuation Period. Following the Continuation Period, or if the Closing Date occurs after December 31, 2020, from and after the Closing Date, the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) provide Continuing Employees with all elements of compensation and benefits (including base compensation, target annual cash incentive opportunities, severance and termination benefits, retirement and welfare benefit and compensation plans and long-term and equity-based incentives) in a no less favorable manner than provided to similarly situated employees of Parent and its Subsidiaries (other than Continuing Employees). The foregoing conditions Excluded Benefits) on the date of this Agreement, and (ii) notwithstanding the foregoing, for purposes of any benefits or payments related to defined contribution benefit plans, such benefits and payment shall be deemed to be comparable provided that they are at least as favorable as the benefits or payments Parent or its applicable Subsidiary provides under its applicable defined contribution benefit plan to its similarly situated employees. For avoidance of doubt, nothing in this Section 6.9(c6.11(c) shall not apply to the extent that as a result of COVID-19, COVID-19 Measures, limit or other similar major events beyond the reasonable control of the Surviving Corporation adversely affect Parent’s and its Subsidiaries, the business needs of the Surviving Corporation and its Subsidiaries, as reasonably determined by the Surviving Corporation, dictate that alternative actions be taken; provided that such alternative actions are applied in a no less favorable manner to Continuing Employees than other similarly situated employees of Parent and its Subsidiaries (other than the Surviving Corporation’s obligations under Section 6.11(b).

Employment Benefits. For As of the period beginning on Closing, the Closing Date Surviving Corporation or one of its Subsidiaries will continue to employ the Continuing Employees. From and ending on December 31after the Effective Time until at least the first (1st) anniversary of the Effective Time (or, 2020 if earlier, the termination date of an applicable Continuing Employee) (the “Compensation Continuation Period”), the Surviving Corporation and its Subsidiaries shall will (and Parent shall will cause the Surviving Corporation and its Subsidiaries to) maintain for provide each Continuing Employee (i) base compensation salary (or base wages, as the case may be) that is not no less favorable than the base compensation in effect for such Continuing Employee immediately prior salary (or base wages, as the case may be) provided to the Effective Time (ii) target annual cash incentive opportunities that are no less than those in effect for such Continuing Employee immediately prior to the Effective Time; (ii) annual target cash incentive compensation opportunity (excluding retention, long term incentive, change in control or transaction-based opportunity) that is no less favorable than the annual target cash incentive compensation opportunity that is provided to such Continuing Employee immediately prior to the Effective Time (subject to the same exclusions); and (iii) severance benefits and termination benefits payments to each Continuing Employee whose employment is involuntarily terminated during such period that are no less favorable than (A) those applicable to such Continuing Employee immediately before the Effective Time or (B) the severance benefits and termination benefits provided to similarly situated employees payments set forth in Section 8.9(a) of Parent, whichever is greater; and (iv) all other retirement and welfare benefit and compensation plans, programs, policies, agreements or arrangements at levels that are no less favorable in the aggregate than those in effect for (or available to) such Continuing Employee under the Employee Plans in effect immediately prior to the Effective Time; provided, that nothing in this clause (iv) shall require any particular level of long-term or equity-based incentives during the Continuation PeriodCompany Disclosure Letter. Following the Continuation Period, or if If the Closing Date occurs after December 31, 2020during the 2024 calendar year, from and after the Closing DateEffective Time until the end of the calendar year in which the Effective Time occurs, the Surviving Corporation and its Subsidiaries shall will (and Parent shall will cause the Surviving Corporation and its Subsidiaries to) provide each Continuing Employees Employee with all elements of compensation and employee benefits (other than equity or equity-based awards, defined benefit pension, post-employment welfare and non-qualified deferred compensation or benefits (the “Excluded Benefits”)) that are no less favorable in the aggregate to those provided to such Continuing Employee immediately prior to the Effective Time under the Employee Plans set forth on Section 5.17(a) of the Company Disclosure Letter (other than the Excluded Benefits, but including base compensation, target annual cash incentive opportunities, severance and termination benefits, retirement health and welfare benefit and compensation plans and long-term and equity-based incentivespremiums) in at a cost to each such Continuing Employee that is no less favorable manner than the cost of such health and welfare benefit premiums to such Continuing Employee as of immediately prior to the Effective Time; provided that the Surviving Corporation or one of its Subsidiaries shall maintain (x) the paid holiday schedule and (y) the remote or hybrid work arrangement in effect for each such Continuing Employee as of immediately prior to the Effective Time through the end of the 2024 calendar year. The Surviving Corporation or one of its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to), (A) during the remainder of the Compensation Continuation Period if the Closing Date occurs during the 2024 calendar year and (B) during the Compensation Continuation Period if the Closing Date occurs during the 2025 calendar year, provide each Continuing Employee with employee benefits (other than the Excluded Benefits) in Parent’s sole discretion that are (1) no less favorable in the aggregate to those provided to such Continuing Employee immediately prior to the Effective Time under the Employee Plans set forth on Section 5.17(a) of the Company Disclosure Letter (other than the Excluded Benefits), (2) no less favorable in the aggregate to those provided to similarly situated employees of Parent and its Subsidiaries (other than Continuing Employees). The foregoing conditions of this Section 6.9(c) shall not apply to the extent that as a result of COVID-19, COVID-19 MeasuresParent, or other similar major events beyond the reasonable control (3) a combination of the Surviving Corporation (1) and its Subsidiaries, the business needs of the Surviving Corporation and its Subsidiaries, as reasonably determined by the Surviving Corporation, dictate that alternative actions be taken; provided that such alternative actions are applied in a no less favorable manner to Continuing Employees than other similarly situated employees of Parent and its Subsidiaries (other than the Surviving Corporation2).

Employment Benefits. For a period of twelve months following the period beginning on the Closing Date and ending on December 31, 2020 Effective Time (the “Continuation Period”), the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) maintain for the benefit of each Continuing Employee (i) base compensation that is not less than the base compensation in effect for such Continuing Employee immediately prior to the Effective Time (ii) salary or wage rate and target annual short-term cash incentive opportunities (including bonus or commission compensation) that are are, in each case, no less than those in effect for such Continuing Employee immediately before the Effective Time; (ii) target long-term incentive compensation opportunities (“Post-Closing Incentives”) that are no less favorable in the aggregate than the target long-term incentive compensation opportunity received by such Continuing Employee from the Company and its Subsidiaries in the ordinary course immediately prior to the Effective Time; Time (except that such opportunities may be denominated in and/or settled in cash rather than equity-based awards), (iii) severance and termination benefits that are no less favorable than (A) those applicable to such Continuing Employee immediately before the Effective Time or (B) the severance and termination benefits provided to similarly situated employees of Parent, whichever is greaterTime; and (iv) all other retirement employee welfare and welfare defined contribution benefit and compensation plans, programs, policies, agreements or arrangements of the Surviving Corporation or any of its Subsidiaries (excluding, for the avoidance of doubt, any defined benefit pension, severance, retention bonus, change in control, transaction or similar arrangements) at levels that are no less at least as favorable in the aggregate than to those in effect for (or available to) such Continuing Employee under the Employee Plans in effect immediately prior to as of the Effective Time; provided, that nothing in this clause (iv) shall require any particular level of long-term or equity-based incentives during the Continuation Period. Following During the Continuation Period, or if the Closing Date occurs after December 31, 2020, from and after the Closing Datein satisfaction of its obligations under Section 6.9(b)(iii), the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) provide Continuing Employees with all elements of severance benefits or compensation and benefits (including base compensation, target annual cash incentive opportunities, severance and termination benefits, retirement and welfare benefit and compensation plans and long-term and equity-based incentivesto eligible employees as set forth in Section 6.9(b) in a no less favorable manner than provided to similarly situated employees of Parent and its Subsidiaries (other than Continuing Employees). The foregoing conditions of this Section 6.9(c) shall not apply to the extent that as a result of COVID-19, COVID-19 Measures, or other similar major events beyond the reasonable control of the Surviving Corporation and its Subsidiaries, the business needs of the Surviving Corporation and its Subsidiaries, as reasonably determined by the Surviving Corporation, dictate that alternative actions be taken; provided that such alternative actions are applied in a no less favorable manner to Continuing Employees than other similarly situated employees of Parent and its Subsidiaries (other than the Surviving Corporation)Company Disclosure Letter.

Employment Benefits. For a period of twelve (12) months following the period beginning on the Closing Date and ending on December 31, 2020 (the “Continuation Period”)Effective Time, the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) maintain for the benefit of each Continuing Employee (i) base compensation that is not less than the base compensation in effect for such Continuing Employee immediately prior to the Effective Time (ii) target annual salary or wage rate and short-term cash incentive opportunities (excluding change in control or transaction compensation and equity or equity-based incentive opportunities) that are are, in the aggregate, no less favorable than those in effect for such Continuing Employee immediately prior to before the Effective Time; (iiiii) severance and termination benefits that are no less favorable than (Athose set forth in Section 6.10(c) those applicable to such Continuing Employee immediately before of the Effective Time or (B) the severance and termination benefits provided to similarly situated employees of Parent, whichever is greaterCompany Disclosure Letter; and (iviii) all other retirement and welfare employee benefit and compensation plans, programs, policies, agreements or arrangements of the Surviving Corporation or any of its Subsidiaries (the “Company Plans”) (excluding nonqualified deferred compensation, defined pension, post-termination or retiree health or welfare, or equity or equity-based benefits) at levels that are no less favorable substantially comparable in the aggregate than to either (x) those in effect for (or available to) such Continuing Employee under the Employee Plans in effect as of immediately prior to before the Effective Time, or (y) similarly situated employees of Parent and its Affiliates; provided, that nothing in this that, for purposes of clause (iviii) shall require any particular level of long-term or equity-based incentives during the Continuation Period. Following the Continuation Periodhereof, or if the Closing Date Effective Time occurs after in 2022, for the period between the Effective Time through December 31, 2020, from and after the Closing Date2022, the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) provide maintain, for the benefit of each Continuing Employees with Employee, all elements of compensation and benefits Employee Plans (including base excluding nonqualified deferred compensation, target annual cash incentive opportunitiesdefined pension, severance and post-termination benefitsor retiree health or welfare, retirement and welfare benefit and compensation plans and long-term and or equity or equity-based incentivesbenefits) in effect for (or available to) such Continuing Employee as of immediately before the Effective Time. For a no less favorable manner than provided to similarly situated employees period of Parent and its Subsidiaries six (other than Continuing Employees). The foregoing conditions of this Section 6.9(c6) shall not apply to months following the extent that as a result of COVID-19Effective Time, COVID-19 Measures, or other similar major events beyond the reasonable control of the Surviving Corporation and its Subsidiaries, the business needs of Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries, as reasonably determined by Subsidiaries to maintain for the Surviving Corporation, dictate that alternative actions be taken; provided that benefit of each Continuing Employee the same primary place of employment (including any remote work arrangement) applicable to such alternative actions are applied in a no less favorable manner to Continuing Employees than other similarly situated employees of Parent and its Subsidiaries (other than Employee immediately before the Surviving Corporation)Effective Time.

Employment Benefits. For As of the period beginning on Closing, the Closing Date Surviving Corporation or one of its Subsidiaries will continue to employ the employees of the Company Group as of the Effective Time. From and ending on December 31after the Effective Time until the first anniversary of the Effective Time (or, 2020 (if earlier, the “Continuation Period”termination date of an applicable Continuing Employee), the Surviving Corporation and its Subsidiaries shall will (and Parent shall cause the Surviving Corporation and its Subsidiaries to) maintain for each Continuing Employee (i) base compensation that is not less than the base compensation in effect for such Continuing Employee immediately prior to the Effective Time (ii) target annual cash incentive opportunities that are no less than those in effect for such Continuing Employee immediately prior to the Effective Time; (iii) severance and termination benefits that are no less favorable than (A) those applicable to such Continuing Employee immediately before the Effective Time or (B) the severance and termination benefits provided to similarly situated employees of Parent, whichever is greater; and (iv) all other retirement and welfare benefit and compensation plans, programs, policies, agreements or arrangements at levels that are no less favorable in the aggregate than those in effect for (or available to) such Continuing Employee under the Employee Plans in effect immediately prior to the Effective Time; provided, that nothing in this clause (iv) shall require any particular level of long-term or equity-based incentives during the Continuation Period. Following the Continuation Period, or if the Closing Date occurs after December 31, 2020, from and after the Closing Date, the Surviving Corporation and its Subsidiaries shall (and Parent shall will cause the Surviving Corporation and its Subsidiaries to) provide each Continuing Employees Employee with all elements of compensation an annual base salary or hourly wage rate (as applicable) and benefits annual (including base compensationor quarterly, target annual if applicable) cash incentive compensation opportunities, severance and termination benefitsin each case, retirement and welfare benefit and compensation plans and long-term and equity-based incentives) that, in a the aggregate for such Continuing Employee are no less favorable manner than the annual base salary or hourly wage rate (as applicable) and annual (or quarterly, if applicable) cash incentive compensation opportunities, in the aggregate of such Continuing Employee provided to similarly situated employees of Parent and its Subsidiaries (other than such Continuing Employees). The foregoing conditions of this Section 6.9(c) shall not apply Employee immediately prior to the extent that as a result Effective Time. From and after the Effective Time until December 31, 2024 (or, if earlier, the termination date of COVID-19an applicable Continuing Employee), COVID-19 Measures, or other similar major events beyond the reasonable control of the Surviving Corporation and its Subsidiaries, the business needs of Subsidiaries will (and Parent will cause the Surviving Corporation and its SubsidiariesSubsidiaries to) provide each Continuing Employee with all other employee compensation and benefits (other than defined benefit pension, as reasonably determined by nonqualified deferred compensation, post-employment or retiree health or welfare, or change in control, retention or equity-based benefits) that are substantially comparable in the aggregate to those provided to such Continuing Employees immediately prior to the Effective Time (subject to the same foregoing exclusions). From and after the Effective Time until the first anniversary of the Effective Time, the Surviving CorporationCorporation will (and Parent will cause the Surviving Corporation to) provide severance benefits to eligible employees in accordance with the Company’s severance plans, dictate guidelines and practices as in effect on the date hereof that alternative actions be taken; provided that such alternative actions are applied have been made available to Parent prior to the date hereof. Notwithstanding the foregoing, nothing in a no less favorable manner to Continuing Employees than other similarly situated employees of Parent this Section 6.10 shall obligate the Surviving Corporation and its Subsidiaries (other than to continue the Surviving Corporation)employment of any Continuing Employee for any specific period.

Employment Benefits. For The Surviving Corporation or one of its Subsidiaries will (and Parent will cause the period beginning on Surviving Corporation or one of its Subsidiaries to) continue the Closing Date employment of all Continuing Employees immediately following the Effective Time by taking such actions, if any, as are required by applicable Law. After the Effective Time and ending on until December 31, 2020 (the “Continuation Period”)2023, the Surviving Corporation and its Subsidiaries shall will (and Parent shall will cause the Surviving Corporation and its Subsidiaries to) maintain for (i) provide the Continuing Employees with employee benefits (other than the opportunity to participate in employee stock purchase plans, equity or equity-based benefits, retention, change in control, nonqualified deferred compensation, incentive, bonus or transaction benefits, defined benefit pension, nonqualified deferred compensation or post-employment welfare benefit plans or arrangements (collectively, the “Excluded Arrangements”)) of the Surviving Corporation or any of its Subsidiaries on terms and conditions that are substantially comparable in the aggregate to those in effect at the Company or its Subsidiaries on the date of this Agreement under the Company Benefit Plans set forth under Section 3.19(a) of the Company Disclosure Letter; and (ii) provide annual base salary, base wages and short-term target cash incentive opportunities to each Continuing Employee (i) base compensation that is not that, taken as a whole, are no less favorable in the aggregate than the base compensation in effect for such Continuing Employee immediately prior to the Effective Time (ii) salary, base wages and short-term target annual cash incentive opportunities that are no less than those in effect for provided to such Continuing Employee immediately prior to the Effective Time; . In each case, base salary, base wages and short-term target cash incentive compensation opportunities (iiiother than the Excluded Arrangements) will not be decreased following the Effective Time until December 31, 2023, for any Continuing Employee employed during that period. After the Effective Time and until December 31, 2023, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) provide to Continuing Employees who are terminated without cause severance and termination benefits that are no less favorable than (A) those applicable to such Continuing Employee immediately before provided by the Effective Time or (B) the severance and termination benefits provided to similarly situated employees of Parent, whichever is greater; and (iv) all other retirement and welfare benefit and compensation plans, programs, policies, agreements or arrangements at levels that are no less favorable in the aggregate than those in effect for (or available to) such Continuing Employee under the Employee Plans in effect immediately prior to the Effective Time; provided, that nothing in this clause (iv) shall require any particular level of long-term or equity-based incentives during the Continuation Period. Following the Continuation Period, or if the Closing Date occurs after December 31, 2020, from and after the Closing Date, the Surviving Corporation Company and its Subsidiaries shall (and Parent shall cause as of the Surviving Corporation and its Subsidiaries to) provide Continuing Employees with all elements of compensation and benefits (including base compensation, target annual cash incentive opportunities, severance and termination benefits, retirement and welfare benefit and compensation plans and long-term and equity-based incentives) in a no less favorable manner than provided to similarly situated employees of Parent and its Subsidiaries (other than Continuing Employees). The foregoing conditions date of this Agreement under the Company Benefit Plans set forth under Section 6.9(c3.19(a) shall not apply to the extent that as a result of COVID-19, COVID-19 Measures, or other similar major events beyond the reasonable control of the Surviving Corporation and its Subsidiaries, the business needs of the Surviving Corporation and its Subsidiaries, as reasonably determined by the Surviving Corporation, dictate that alternative actions be taken; provided that such alternative actions are applied in a no less favorable manner to Continuing Employees than other similarly situated employees of Parent and its Subsidiaries (other than the Surviving Corporation)Company Disclosure Letter.

Employment Benefits. For As of the period beginning on Closing, the Closing Date Surviving Corporation or one of its Subsidiaries will continue to employ the employees of the Company Group as of the Effective Time. From and ending on December 31after the Effective Time until the first anniversary of the Effective Time (or, 2020 if earlier, the termination date of an applicable Continuing Employee) (the “Continuation Period”), ) the Surviving Corporation and its Subsidiaries shall will (and Parent shall will cause the Surviving Corporation and its Subsidiaries to) maintain for provide (i) employee benefits (other than defined benefit pension, nonqualified deferred compensation, post-employment or retiree health or welfare, change in control or retention bonuses or equity or equity-based incentives (collectively, the “Excluded Benefits”)) to each Continuing Employee (i) base compensation that is not less than are substantially comparable in the base compensation in effect for aggregate to those provided to such Continuing Employee immediately prior to the Effective Time (subject to the same exclusions), (ii) target annual cash incentive opportunities base compensation or base wages that are no less favorable than those in effect for provided to such Continuing Employee immediately prior to the Effective Time; , (iii) severance and termination benefits that are no less favorable target annual cash incentive compensation opportunities ( other than (Athe Excluded Benefits) those applicable to such Continuing Employee immediately before the Effective Time or (B) the severance and termination benefits provided to similarly situated employees of Parent, whichever is greater; and (iv) all other retirement and welfare benefit and compensation plans, programs, policies, agreements or arrangements at levels that are no less favorable in the aggregate than to those in effect for (or available to) such provided to each Continuing Employee under the Employee Plans in effect immediately prior to the Effective Time; providedTime (subject to the same exclusions) and (iv) severance benefits to each Continuing Employee in accordance with the Company’s severance plans, guidelines and practices as in effect on the date hereof that have been made available to Parent prior to the date hereof and set forth in Section 6.11 of the Company Disclosure Letter. Notwithstanding the foregoing, nothing in this clause (iv) shall require any particular level of long-term or equity-based incentives during the Continuation Period. Following the Continuation Period, or if the Closing Date occurs after December 31, 2020, from and after the Closing Date, Section 6.11 will obligate the Surviving Corporation and its Subsidiaries shall (and Parent shall cause to continue the Surviving Corporation and its Subsidiaries to) provide employment of any Continuing Employees with all elements of compensation and benefits (including base compensation, target annual cash incentive opportunities, severance and termination benefits, retirement and welfare benefit and compensation plans and long-term and equity-based incentives) in a no less favorable manner than provided to similarly situated employees of Parent and its Subsidiaries (other than Continuing Employees). The foregoing conditions of this Section 6.9(c) shall not apply to the extent that as a result of COVID-19, COVID-19 Measures, or other similar major events beyond the reasonable control of the Surviving Corporation and its Subsidiaries, the business needs of the Surviving Corporation and its Subsidiaries, as reasonably determined by the Surviving Corporation, dictate that alternative actions be taken; provided that such alternative actions are applied in a no less favorable manner to Continuing Employees than other similarly situated employees of Parent and its Subsidiaries (other than the Surviving Corporation)Employee for any specific period.

Employment Benefits. The Surviving Corporation or one of its Subsidiaries will (and Parent will cause the Surviving Corporation or one of its Subsidiaries to) continue the employment of all employees of the Company and its Subsidiaries as of the Effective Time by taking such actions, if any, as are required by applicable Law. For one year following the period beginning on Effective Time (or, if earlier, through the Closing Date and ending on December 31, 2020 applicable Continuing Employee’s termination of employment) (the “Continuation Comparability Period”), the Surviving Corporation and its Subsidiaries shall will (and Parent shall will cause the Surviving Corporation and its Subsidiaries to) either (i) maintain for the benefit of each Continuing Employee the Company Benefit Plans and any other employee benefit plans or other compensation arrangements (i) base compensation that is not less other than the base compensation opportunity to participate in effect for such Continuing Employee immediately prior to equity-based benefits and post-employment welfare benefits) of the Effective Time Surviving Corporation or any of its Subsidiaries (iithe “Company Plans”) target annual cash incentive opportunities that are no less than those in effect for such Continuing Employee immediately prior to the Effective Time; (iii) severance on terms and termination benefits that are no less favorable than (A) those applicable to such Continuing Employee immediately before the Effective Time or (B) the severance and termination benefits provided to similarly situated employees of Parent, whichever is greater; and (iv) all other retirement and welfare benefit and compensation plans, programs, policies, agreements or arrangements at levels conditions that are no less favorable in the aggregate than those in effect for (at the Company or available to) such Continuing Employee under the Employee Plans in effect its Subsidiaries immediately prior to the Effective Time; provided, that nothing (ii) provide compensation and benefits (other than the opportunity to participate in this clause (iv) shall require any particular level of long-term or equity-based incentives benefits, and post-employment welfare benefits) to each Continuing Employee that are no less favorable in the aggregate than the compensation and benefits (other than the opportunity to participate in equity-based benefits and individual employment agreements) provided to such Continuing Employee immediately prior to the Effective Time (“Comparable Plans”); or (iii) provide some combination of Company Plans and Comparable Plans such that each Continuing Employee receives compensation and benefits (other than opportunity to participate in equity-based benefits and post-employment welfare benefits) that are no less favorable in the aggregate than the compensation and benefits (other than the opportunity to participate in equity-based benefits and post-employment welfare benefits) provided to such Continuing Employee immediately prior to the Effective Time. In each case, base compensation and target incentive compensation opportunity will not be decreased during the Continuation PeriodComparability Period below the level applicable as of immediately prior to the Effective Time for any Continuing Employee employed during that period. Following the Continuation Period, or if the Closing Date occurs after December 31, 2020, from and after the Closing DateFor purposes of this Section 6.9(b), the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) provide Continuing Employees with all elements portion of compensation and benefits (including base compensation, target annual cash incentive opportunities, severance and attributable to termination benefits, retirement and welfare benefit and compensation plans and long-term and equity-based incentivesentitlements to a Continuing Employee applicable as of immediately prior to the Effective Time shall be as reflected on Section 6.9(b) of the Company Disclosure Letter or in a no less favorable manner than provided to similarly situated employees of Parent and its Subsidiaries (other than Continuing Employees). The foregoing conditions of this Section 6.9(c) shall not apply to the extent that as a result of COVID-19, COVID-19 Measures, or other similar major events beyond the reasonable control of the Surviving Corporation and its Subsidiaries, the business needs of the Surviving Corporation and its SubsidiariesSeverance Agreement, as reasonably determined by the Surviving Corporation, dictate that alternative actions be taken; provided that such alternative actions are applied in a no less favorable manner to Continuing Employees than other similarly situated employees of Parent and its Subsidiaries (other than the Surviving Corporation)applicable.

Employment Benefits. As of the Closing, the Surviving Corporation or one of its Subsidiaries will continue to employ the employees of the Company Group as of the Effective Time. For a period of not less than one (1) year following the period beginning on the Closing Date and ending on December 31, 2020 Effective Time (the “Continuation Period”), ) the Surviving Corporation and its Subsidiaries shall will (and Parent shall will cause the Surviving Corporation and its Subsidiaries to) maintain for the benefit of each Continuing Employee who is not a Represented Employee (as defined below) (i) a base compensation salary or wage rate that is not no less favorable than that provided to the base Continuing Employee immediately prior to the Effective Time, (ii) aggregate annual cash bonus compensation opportunities that are substantially comparable, in effect for such the aggregate, to those provided to the Continuing Employee immediately prior to the Effective Time and (iiiii) target annual cash incentive opportunities employee benefits that are no less than substantially comparable, in the aggregate, to those in effect for such provided to the Continuing Employee immediately prior to the Effective Time; (iii) severance and termination benefits provided that are no less favorable than (A) those applicable to such Continuing Employee immediately before the Effective Time or (B) the severance and termination benefits provided to similarly situated employees of Parent, whichever is greater; and (iv) all other retirement and welfare benefit and compensation plans, programs, policies, agreements or arrangements at levels that are no less favorable in the aggregate than those in effect for (or available to) such Continuing Employee under the Employee Plans in effect immediately prior to the Effective Time; provided, that nothing in this clause (iv) “employee benefits” shall require any particular level of long-term or not include equity-based incentives during the Continuation Periodcompensation, defined benefit pension benefits, retiree health and welfare benefits and benefits under any deferred compensation plan or program. Following the Continuation PeriodWith respect to each Continuing Employee who is covered by a Collective Bargaining Agreement (each, or if the Closing Date occurs after December 31a “Represented Employee”), 2020Parent shall, from and after the Closing Date, the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) provide Continuing Employees , continue to honor the Collective Bargaining Agreements, in each case as in effect at the Effective Time, in accordance with all elements of compensation and benefits their terms (including base compensation, target annual cash incentive opportunities, severance and termination benefits, retirement and welfare benefit and compensation plans and long-term and equity-based incentives) in a no less favorable manner than provided it being understood that this sentence shall not be construed to similarly situated employees limit the ability of Parent or the Surviving Corporation to amend or terminate any such Collective Bargaining Agreement, to the extent permitted by the terms of the applicable Collective Bargaining Agreement and its Subsidiaries (other than Continuing Employeesapplicable law). The foregoing conditions provisions of this Section 6.9(c) 6.11 shall not apply be subject to any applicable provisions of the Collective Bargaining Agreements and applicable law in respect of each such Represented Employee, to the extent that as a result the provisions of COVID-19, COVID-19 Measures, this Section 6.11 are inconsistent with or other similar major events beyond otherwise in conflict with the reasonable control provisions of the Surviving Corporation and its Subsidiaries, the business needs of the Surviving Corporation and its Subsidiaries, as reasonably determined by the Surviving Corporation, dictate that alternative actions be taken; provided that any such alternative actions are applied in a no less favorable manner to Continuing Employees than other similarly situated employees of Parent and its Subsidiaries (other than the Surviving Corporation)Collective Bargaining Agreement or applicable law.