Common use of Maintenance of Compensation and Benefits Clause in Contracts

Maintenance of Compensation and Benefits. During the period commencing on the Closing Date and ending on the first anniversary of the Closing Date (the “Continuation Period”), Buyer shall (or shall cause its Affiliates to) provide each Continuing Employee (a) an annual base salary or wage rate and annual and/or short-term cash incentive compensation opportunities (not including equity or equity-based or other long-term incentive compensation opportunities) that are at least equal to the annual base salary or wage rate and annual and/or short-term cash incentive compensation opportunities provided to such Continuing Employee as of immediately prior to the Closing Date, (b) employee benefits (excluding change in control, transaction, retention or similar payments or benefits, and nonqualified deferred compensation, defined benefit pension and post-employment or retirement health and welfare benefits) that are substantially comparable in the aggregate to the employee benefits provided by Seller or its Affiliates (including the Companies) to such Continuing Employee immediately prior to the Closing Date and (c) severance protections or other termination-related benefits and entitlements that are no less favorable than the severance protections or other termination-related benefits to which such Continuing Employee would have been entitled immediately prior to the Closing Date under any Employee Benefit Plan. Except (i) to the extent required by Applicable Law, (ii) with respect to any Continuing Employee who is either on short-term disability leave at Closing and becomes eligible to receive long-term disability benefits under an applicable Seller Benefit Plan at any time after Closing or who is on long-term disability leave as of the Closing (and, for the avoidance of doubt, Seller shall retain all obligations for such disability benefits) or (iii) as set forth in the Transition Services Agreement, effective as of the Closing, each Company Employee shall cease all active participation in, and accrual of benefits under, any Seller Benefit Plan.

Maintenance of Compensation and Benefits. During For Transferred Employees whose terms and conditions of employment are not governed by a collective bargaining agreement, subject to the period commencing on other provisions of this Section 5.9, during the Closing Date and ending on the first anniversary of the Closing Date (the “Continuation Period”)Relevant Period or for so long as such Transferred Employee remains employed, if shorter, Buyer shall provide (or shall cause one of its Affiliates toto provide) provide each Continuing Transferred Employee with (aA) an annual base salary or wage rate and annual and/or short-rate, (B) short term cash bonus, incentive compensation opportunities or commission opportunities and (not including equity or equity-based or C) other long-term incentive compensation opportunities) in the aggregate that are each at least equal to the his or her annual base salary or wage rate rates, or short term bonus, incentive compensation, commission opportunities and annual and/or short-term cash incentive other compensation opportunities provided to such Continuing Employee as of in the aggregate, in effect immediately prior to the Closing DateClosing. In addition, Buyer or one of its Affiliates shall provide to Transferred Employees (bor cause one of its Affiliates to provide) employee during the Relevant Period or for so long as such Transferred Employee remains employed, if shorter, benefits (excluding change in control, transaction, retention or similar payments or benefits, and nonqualified deferred compensation, defined benefit pension and post-employment or retirement health and welfare benefits) that are substantially comparable no less favorable in the aggregate to the employee benefits provided by Seller or its Affiliates (including the Companies) to such Continuing Employee Transferred Employees immediately prior to the Closing Date and Closing. Following the Closing, neither Buyer nor any of its Affiliates shall provide the Transferred Employees with any “defined benefit plan” (cas defined in Section 3(35) severance protections or other termination-related of ERISA) benefits and entitlements that are no less favorable than the severance protections or other termination-related benefits to which such Continuing Employee would have been entitled immediately prior to the Closing Date under any Employee Benefit Plan. Except (i) to the extent required by Applicable Law, (ii) with respect to any Continuing Employee who is either on short-term disability leave at Closing and becomes eligible to receive long-term disability benefits under an applicable Seller Benefit Plan at any time after Closing or who is on long-term disability leave as of the Closing (andexcept, for the avoidance of doubt, Seller with respect to any Multiemployer Plan), any equity or equity-based compensation plan or arrangement, or any post-employment or post-retirement health or welfare plan or arrangement (except as required under the Consolidated Omnibus Budget Reconciliation Act of 1986 or similar state law). With respect to any individual Transferred Employee who affirmatively enters into an agreement with Buyer or one of its Affiliates governing the compensation and benefits applicable to such individual Transferred Employee, Buyer or one of its Affiliates shall retain all obligations maintain the compensation and each benefit arrangement for such disability the individual Transferred Employee in accordance with the terms and conditions thereof, unless further modified by the mutual agreement of Buyer or one of its Affiliates and the individual Transferred Employee. Where required by local Law, Buyer or one of its Affiliates shall either obtain (or cause the appropriate Sold Company to obtain) the consent of the relevant Transferred Employee before making any changes to the terms and conditions of the Transferred Employee’s employment (including compensation and benefits) following Closing or (iii) as set forth otherwise make the change in the Transition Services Agreement, effective as accordance with local Law. For Transferred U.S. Employees whose terms and conditions of the employment were governed by a collective bargaining agreement to which a Sold Company was party immediately prior to Closing, each the collective bargaining agreements will remain in place pursuant to its terms and continue to govern the terms and conditions of employment applicable to those employees. For Transferred U.S. Employees whose terms and conditions of employment were governed by a collective bargaining agreement to which no Sold Company Employee shall cease all active participation inwas a party immediately prior to Closing, Buyer will cause one of its Affiliates to recognize and accrual bargain with the relevant union regarding terms and conditions of benefits under, any Seller Benefit Planemployment for those employees consistent with applicable labor Law.

Maintenance of Compensation and Benefits. During the period commencing on the Closing Date and ending on the first anniversary of the Closing Date Date, the Buyer agrees to provide, or to cause its Affiliates to provide, each employee who continues in the employment of the Company Entities after the Closing (each, a “Continuing Employee”) with (a) a base salary that is no less than the base salary provided to the Continuing Employee immediately prior to the Closing (taking into account payroll Taxes resulting from such Continuing Employee becoming an “Continuation Periodemployee”, and (b) upon a termination by the Buyer or one of its Affiliates without cause, and subject to the Continuing Employee’s execution of a general release of claims in favor of the Buyer and its Affiliates in a form reasonably acceptable to the Buyer and such Continuing Employee (an “Employee Release”), severance protections and benefits no less favorable to such Continuing Employee than those provided by the Company Entities to such Continuing Employee immediately prior to the Closing, as set forth in Section 8.01 of the Company Disclosure Schedule. The Buyer shall (agrees to provide, or shall to cause its Affiliates to) provide to provide, each Continuing Employee (a) an with targeted annual base salary or wage rate and annual and/or short-term cash incentive compensation opportunities (not including equity or equity-based or other long-term incentive compensation opportunities) for fiscal year 2017 that are at least equal comparable in the aggregate to the targeted annual base salary or wage rate and annual and/or short-term cash incentive compensation opportunities provided to such the Continuing Employee as of immediately prior to the Closing. During the period commencing on the Closing DateDate and ending on December 31, 2017, the Buyer agrees to provide, or to cause its Affiliates to provide, to each Continuing Employee, (bx) employee welfare benefits (excluding change in control, transaction, retention or similar payments or benefits, and nonqualified deferred compensation, defined benefit pension and post-employment or retirement health and welfare benefits) that are substantially comparable in the aggregate to the employee benefits those provided by Seller or its Affiliates (including the Companies) Company Entities to such Continuing Employee immediately prior to the Closing Date and (cy) retirement benefits that are substantially comparable those provided to similarly-situated employees of the Buyer and its Affiliates. The Buyer shall be solely responsible for, and shall honor, pay, perform and satisfy, all severance protections obligations paid or payable to officers, employees or other termination-related benefits and entitlements that are no less favorable than the severance protections or other termination-related benefits to which such Continuing Employee would have been entitled immediately prior to the Closing Date under service providers of any Employee Benefit Plan. Except (i) to the extent required by Applicable Law, (ii) with respect to any Continuing Employee who is either on short-term disability leave at Closing and becomes eligible to receive long-term disability benefits under an applicable Seller Benefit Plan at any time after Closing or who is on long-term disability leave as of the Closing (and, for Company Entities in connection with the avoidance of doubt, Seller shall retain all obligations for such disability benefits) or (iii) as set forth in the Transition Services Agreement, effective as of the Closing, each Company Employee shall cease all active participation in, and accrual of benefits under, any Seller Benefit Plantransactions contemplated hereby.

Maintenance of Compensation and Benefits. During Subject to Section 9.06, 9.07, 9.08, 9.09, 9.13, 9.14 and 9.14(d), as applicable, Buyer agrees that it shall provide (or cause its Subsidiaries to provide) each Transferred Employee, for the period commencing on at the Closing Date Applicable Transfer Time and ending on the first eighteen (18) month anniversary of the Closing Date (the “Continuation Relevant Period”), Buyer shall with (or shall cause its Affiliates to) provide each Continuing Employee (ai) an annual base salary or wage rate and annual and/or short-term cash incentive compensation opportunities (not including equity or equity-based or other long-term incentive compensation opportunitiesannual bonus opportunity) that are at least equal to is no less than the annual base salary or wage rate and annual and/or short-term cash incentive compensation opportunities opportunity (including annual bonus opportunity) of such Transferred Employee in effect immediately prior to the Applicable Transfer Time, and (ii) other employment benefits under Business Benefit Plans listed on Section 3.16(a) of the Disclosure Schedule (or otherwise adopted or offered after the date hereof in compliance with Section 5.01 and disclosed to Buyer) that are no less favorable, in the aggregate (for clarity, on an after-tax basis), than the other benefits provided to such Continuing Transferred Employee as of under such Business Benefit Plans immediately prior to the Closing Date, (b) employee benefits (excluding change in control, transaction, retention or similar payments or other than equity based benefits, and nonqualified deferred compensation, benefits under any defined benefit pension plan (except and post-employment or retirement health and welfare benefits) that are substantially comparable in the aggregate to the employee benefits provided by Seller or its Affiliates (including the Companies) to such Continuing Employee immediately prior to the Closing Date and (c) severance protections or other termination-related benefits and entitlements that are no less favorable than the severance protections or other termination-related benefits to which such Continuing Employee would have been entitled immediately prior to the Closing Date under any Employee Benefit Plan. Except (i) to the extent required by Applicable Lawprovided in Section 9.07(b)), (ii) with respect to any Continuing Employee who is either on shortnon-term disability leave at Closing and becomes eligible to receive qualified deferred compensation benefits, retiree medical benefits, long-term disability compensation benefits under an applicable Seller Benefit Plan at any time after Closing or who is on long-term disability leave as of the Closing (and, for and executive perquisites). For the avoidance of doubt, the covenants above are not intended to release Buyer and its Affiliates (including any Transferred Subsidiary) from any obligation it may have to provide terms and conditions, including benefits and compensation, to Transferred Employees following the Applicable Transfer Time in accordance with the requirements of Applicable Law, the Transfer Regulations, and any Transferred Subsidiary Business Benefit Plan or Assumed Plan, and/or any applicable collective bargaining, works council or other labor agreements to which any Transferred Subsidiary is a party or by which it is bound, including, without limitation, with regard to employer contributions to any Multiemployer Plan. As of the Closing Date, Seller #88639600v31 shall retain take all obligations for such disability benefits) or (iii) as set forth in the Transition Services Agreement, effective actions that are necessary so that any collective bargaining agreement to which any Transferred Subsidiary will be bound as of the ClosingClosing Date or pursuant to which Seller or any of its Affiliates has an obligation to make employer contributions to a Multiemployer Plan under such agreement, each Company Employee has been transferred to the Transferred Subsidiaries without the incurrence of any additional obligations or liabilities solely as a result of such transfer. Notwithstanding any provision of this Section 9.05 to the contrary, if compliance with this Section 9.05 would result in a breach of any such collective bargaining agreement as in effect as of the Closing Date with respect to Transferred Employees, Buyer and its Affiliates shall cease all active participation in, and accrual of benefits under, any Seller Benefit Plancomply with such collective bargaining agreement rather than this Agreement with respect to Transferred Employees.

Maintenance of Compensation and Benefits. During the period commencing on the Closing Applicable Transfer Date and ending on the first second anniversary of the Closing Date (or such shorter period of employment, as the “Continuation Period”case may be), Buyer shall (or shall cause its Affiliates to) provide each Continuing Transferred Employee (a) %3. an annual base salary or wage rate and annual and/or short-term cash incentive compensation opportunities (not including equity or equity-based or other and long-term incentive compensation opportunities) opportunities that in each case are at least equal in terms of amount to the annual base salary or wage rate and annual and/or short-term cash incentive compensation opportunities provided to such Continuing Transferred Employee as of immediately prior to the Closing DateDate (which long-term incentives may be provided in cash, (b) equity or a combination thereof for the applicable period following the Closing), %3. employee benefits (excluding change in control, transaction, retention any equity or similar payments or benefits, and nonqualified deferred equity-based incentive compensation, defined benefit pension and post-employment or retirement health and welfare benefitsas incentive compensation is included in (a) above) that are substantially comparable no less favorable in the aggregate to the employee such benefits provided by Seller or its Affiliates (including the Companies) to such Continuing Transferred Employee immediately prior to the Closing Date and (c) severance protections or other termination-related benefits and entitlements Date; provided that are no less favorable than the severance protections or other termination-related benefits and entitlements set forth on Section 6.02(b) of the Sellers Disclosure Schedules will continue to which such Continuing Employee would have been entitled immediately prior to be provided until the second anniversary of the Closing Date Date; provided further that nothing herein shall prevent Buyer, in its exclusive discretion, to determine or otherwise change or modify, at any time, the compensation, benefits and terms of employment of any unionized Transferred Employees consistent with its obligations, if any, under any Employee Benefit Planthe applicable collective bargaining agreement and Applicable Law. Except (i) to the extent required by Applicable Law, (ii) with respect to any Continuing Employee who is either on short-term disability leave at Closing Law or the terms and becomes eligible to receive long-term disability benefits under an applicable Seller Benefit Plan at any time after Closing or who is on long-term disability leave as conditions of the Closing (and, for the avoidance of doubt, Seller shall retain all obligations for such disability benefits) or (iii) as set forth in the Transition Services Agreement, effective as of the Closing, each Company Employee and Transferred Employee shall cease all active participation in, and accrual of benefits under, any Seller Parent Benefit PlanPlan other than Company Benefit Plans.

Maintenance of Compensation and Benefits. During The “Transfer Date” means, for any Transferred Employee, the date on which such employee commences employment with the Purchaser or its Affiliate (including any IM Business Entity) and, for any Continuing IM Business Employee, the Closing Date. For the period commencing beginning on the applicable Transfer Date and ending on the first (1st) anniversary of the Closing Date (or, in the case of each Hyderabad Retained Employee, the period beginning on the Closing Date and ending on the first anniversary of the Closing Date (the “Continuation Period”Hyderabad Transfer Date), Buyer (i) Purchaser shall provide (or shall cause its Affiliates tothe applicable Affiliate to provide) provide to each Continuing Employee (aor Hyderabad Retained Employee) an annual (A) a base salary or wage rate and annual and/or short-term cash incentive compensation opportunities (not including equity or equity-based or other long-term incentive compensation opportunities) that are at least equal to the annual base salary or wage rate and annual and/or short-term cash incentive compensation opportunities is no less than that provided to such Continuing Employee as of employee immediately prior to the Closing Date, (bB) employee severance benefits (excluding change in control, transaction, retention or similar payments or benefits, and nonqualified deferred compensation, defined benefit pension and post-employment or retirement health and welfare benefits) that are substantially comparable no less favorable in the aggregate to the employee benefits than those provided by Seller or its Affiliates (including the Companies) to such Continuing Employee employee immediately prior to the Closing Date Date, and (cC) severance protections or other terminationcompensation and benefits (excluding long-related benefits term and entitlements short-term incentive payments (which are addressed in Section 4.09(l)), retention bonuses, one-time bonus payments, one-time incentive payments and implementation bonuses) that are no less favorable in the aggregate, than those provided to such employee immediately prior to Closing Date and (ii) Purchaser shall not require or provide for the severance protections relocation of any Continuing Employee’s principal place of work from such employee’s principal place of work in effect immediately prior to such Transfer Date; provided that the foregoing provisions of clause (ii) notwithstanding, the Purchaser or other termination-related benefits to which such an Affiliate of Purchaser may require the relocation of any Continuing Employee would have been entitled who, as of immediately prior to the Closing Date under any Employee Benefit Planapplicable Transfer Date, serves in a customer-facing role, including without limitation in a sales or professional services role. Except (i) Nothing in this Agreement shall obligate Purchaser or its Affiliates to continue the extent required by Applicable Law, (ii) with respect to employment of any Continuing Employee who is either on shortor otherwise alter the “at-term disability leave at Closing and becomes eligible to receive long-term disability benefits under an applicable Seller Benefit Plan at will” status of any time after Closing or who is on long-term disability leave as of the Closing (and, for such employee. For the avoidance of doubt, the Removed Employees, the Non-Continuing IM Business Employees, the Hyderabad Retained Employees and the IM Seller Entity Employees who do not commence employment with Purchaser or one of its Affiliates shall not be Continuing Employees for any purpose or provision of this Agreement, and the Seller and its Affiliates shall, except to the extent expressly provided otherwise in Section 4.09(d), retain all obligations liabilities for such disability benefits) or (iii) as set forth in the Transition Services Agreementemployees, effective as regardless of the Closing, each Company Employee shall cease all active participation in, and accrual of benefits under, any Seller Benefit Planwhen incurred.

Maintenance of Compensation and Benefits. During For a period of 12 months following the period commencing on Closing, the Closing Date and ending on the first anniversary of the Closing Date (the “Continuation Period”), Buyer shall (or shall cause its Affiliates to) the Company to provide each Continuing Employee with (a) an annual a base salary or wage rate and annual and/or short-term cash incentive compensation opportunities (not including equity or equity-based or other long-term incentive compensation opportunities) bonus opportunity that are at least equal to no less favorable than the annual base salary or wage rate and annual and/or short-term cash incentive compensation opportunities bonus opportunity provided to such Continuing Employee as of by the Company immediately prior to the Closing Date, and (b) employee benefits (excluding change in control, transaction, retention or similar payments or benefits, and nonqualified deferred compensation, defined benefit pension and post-employment or retirement health and welfare benefits) that are substantially comparable in the aggregate to the employee benefits provided by Seller or its Affiliates (including the Companies) Company to all such Continuing Employee immediately prior to the Closing Date and which are set forth on Schedule 3.16(a) hereto. For purposes of determining eligibility to participate and vesting purposes (c) severance protections or other termination-related benefits and entitlements that are no less favorable than the severance protections or other termination-related benefits to which benefit accrual under a defined benefit pension plan), such Continuing Employee would have been entitled immediately Employee’s service with the Company prior to the Closing Date shall be treated as service with the Buyer and its Affiliates to the same extent as such Continuing Employee was entitled, before the Closing, to credit for such service under any analogous Employee Benefit Plan. Except (i) ; provided that the foregoing shall not apply to the extent required that it would result in any duplication of benefits for the same period of service. With respect to any health and welfare plan maintained by Applicable Lawthe Buyer or its Affiliates in which any Continuing Employee is eligible to participate on or after the Closing, the Buyer shall, or shall cause its Affiliates to, (iia) waive, or cause to be waived, preexisting conditions, limitations, exclusions, actively-at-work requirements and waiting periods with respect to any participation by and coverage of each Continuing Employee who is either on short(and his or her eligible dependents) and (b) recognize, or cause to be recognized, the dollar amount of all co-term disability leave at payments, deductibles and similar expenses incurred by each Continuing Employee (and his or her eligible dependents) during the calendar year in which the Closing occurs for purposes of satisfying such year’s deductible and becomes co-payment limitations under the relevant welfare benefit plans in which each Continuing Employee (and his or her eligible dependents) will be eligible to receive long-term disability benefits under an applicable Seller Benefit Plan at any time participate from and after Closing or who is on long-term disability leave as of the Closing (and, for the avoidance of doubt, Seller shall retain all obligations for such disability benefits) or (iii) as set forth in the Transition Services Agreement, effective as of the Closing, each Company Employee shall cease all active participation in, and accrual of benefits under, any Seller Benefit Plan.

Maintenance of Compensation and Benefits. During the period commencing on the Closing Date and ending on the first anniversary of the Closing Date (or such shorter period that a Continuing Employee is employed by any Company) (the “Continuation Period”), Buyer shall (or shall cause its Affiliates to) provide each Continuing Employee (a) an annual a base salary or wage rate of pay and annual and/or short-term cash incentive compensation opportunities (not including excluding equity or equity-based or other longand retention and change-term incentive compensation opportunitiesin-control related incentives (collectively, the “Excluded Benefits”)) that in each case are at least equal to the annual base salary or wage rate of pay and annual and/or short-term cash incentive compensation opportunities (excluding the Excluded Benefits) provided to such Continuing Employee as of immediately prior to the Closing Date, Date and (b) employee benefits (excluding change as determined by Buyer in control, transaction, retention its discretion to comply with either (i) or similar payments or benefits, and nonqualified deferred compensation, defined benefit pension and post-employment or retirement health and welfare benefits(ii) below) that are substantially comparable no less favorable in the aggregate to than either the employee benefits (excluding Defined Benefit Plans, benefits under the Masco Corporation Retirement Benefit Restoration Plan (with regard to both “defined benefit” and “defined contributions” benefits) and Excluded Benefits) provided (i) by Seller or its Affiliates (including the Companies) to such Continuing Employee immediately prior to the Closing Date or (ii) to similarly situated employees of Buyer or its Affiliates who are not represented by a Union under the ACProducts, Inc. Group Welfare Benefits Plan and (c) severance protections or other termination-related benefits and entitlements (as determined by Buyer in its discretion to comply with either (i) or (ii) below) that are no less favorable than the severance protections or other termination-related benefits would have (i) been provided to which such Continuing Employee would have been entitled immediately prior to the Closing Date under any Employee Company Benefit PlanPlan or (ii) as provided by Buyer to its comparable and similarly situated employees who are not represented by a Union. Except (i) to the extent required by Applicable Law, (ii) with respect to any Continuing Employee who is either on short-term disability leave at Closing and becomes eligible to receive long-term disability benefits Law or under an applicable Seller Benefit Plan at any time after Closing or who is on long-term disability leave as of the Closing (and, for the avoidance of doubt, Seller shall retain all obligations for such disability benefits) or (iii) as set forth in the Transition Services Agreement, effective as of the Closing, each Company Employee shall cease all active participation in, and accrual of benefits under, any Seller Benefit Plan, other than Company Benefit Plans.