Establishment of CPLG Retention Plans. If the Effective Time occurs prior to the Outside Retention Date (as defined in the applicable LQ Retention Bonus Plan), effective as of the Effective Time, CPLG shall, or shall cause a CPLG Entity to, establish and adopt a retention bonus plan (the “CPLG Retention Bonus Plan”) (such date, the “CPLG Retention Bonus Plan Adoption Date”) to provide each CPLG Group Employee who (a) was a participant in the LQ Retention Bonus Plan as of immediately prior to the CPLG Retention Bonus Plan Adoption Date or (b) is hired or promoted by a CPLG Entity on or following the Effective Time into a position and such employee would have been eligible to participate in the LQ Retention Bonus Plan had such employee been employed by an LQ Entity in such position immediately prior to the Effective Time, benefits in respect of a “covered termination” following the CPLG Retention Bonus Plan Adoption Date that are the same as those with respect to such person under the LQ Retention Bonus Plan in the event that a “covered termination” occurred at any time prior to the CPLG Retention Bonus Plan Adoption Date. As of the CPLG Retention Bonus Plan Adoption Date, (i) the CPLG Group Employees will no longer participate in the LQ Retention Bonus Plan and (ii) no member of the LQ Parent Group shall have any further Liability for, and CPLG shall indemnify each member of the LQ Parent Group, and the officers, directors and employees of each member of the LQ Parent Group, and hold them harmless with respect to any and all Liabilities and obligations whatsoever with respect to, claims made by or with respect to any CPLG Group Employees in connection with the CPLG Retention Bonus Plan, including such Liabilities relating to actions or omissions of or by any member of the CPLG Group or any officer, director, employee or agent thereof prior to, on or after the CPLG Retention Bonus Plan Adoption Date. For the avoidance of doubt, (x) the Distribution itself shall constitute a “Significant Corporate Event” for purposes of the LQ Retention Bonus Plan and (y) neither the transfer of employment to the CPLG Group nor the Distribution itself shall constitute a “Covered Termination” under the LQ Retention Bonus Plan. The Parties agree that, notwithstanding anything to the contrary in this Agreement, the Distribution Agreement will determine the allocation of Liabilities with respect to all LQ Retention Bonus Plans.
