Common use of Terms and Conditions of Employment Clause in Contracts

Terms and Conditions of Employment. From the Closing Date until the later of December 31, 2019 and the first anniversary of the Closing Date, Purchaser and its Affiliates shall provide (or cause the Companies or their Subsidiaries to provide) each Property Employee whose employment with a Company continues on and following the Closing Date (each, a “Continuing Employee”) with (i) a base salary or hourly wage rate, as applicable, cash incentive compensation opportunities and target annual equity incentive compensation opportunities that are, in each case, no less favorable than those provided to such Continuing Employee immediately prior to the Closing Date, and (ii) other compensation and employee and fringe benefits (including health, welfare and retirement benefits, but excluding severance benefits, which are described in the immediately following sentence) that are no less favorable, in the aggregate, than those provided to such Continuing Employee immediately prior to the Closing Date; provided that, if the Closing Date occurs prior to the commencement of Purchaser’s and Seller’s annual benefit plan enrollment periods, Purchaser may instead provide Continuing Employees with health and welfare benefits that it provides to its similarly situated employees. Any Continuing Employee who incurs a qualifying termination of employment during the period commencing on the Closing Date and ending on the later of December 31, 2019 and the first anniversary of the Closing Date shall be entitled to receive the severance payments and benefits from Purchaser or its Subsidiaries as outlined in, and under the terms of, Seller’s Change of Control Severance Plan or severance benefits contained in such Continuing Employee’s employment agreement, as applicable. Seller shall deliver to Purchaser a schedule of compensation and employee and fringe benefits contemplated by this Section 9.02(b) for each Property Employee no later than ten (10) Business Days prior to the Closing Date.

Terms and Conditions of Employment. From the Closing Date until the later of December 31, 2019 and the first anniversary of the Closing Date(a) With respect to each Transferred MAST Employee, Purchaser and its Affiliates shall provide (or cause to be provided, for the Companies or their Subsidiaries to provideone (1) each Property Employee whose employment with a Company continues year period commencing on and following the Closing Date (eachthe “Continuation Period”), a “Continuing Employee”) with (i) a base the same wage rate or cash salary or hourly wage rate, as applicable, cash incentive compensation opportunities and target annual equity incentive compensation opportunities that are, level in each case, no less favorable than those provided to effect for such Continuing Transferred MAST Employee immediately prior to the Closing DateClosing, and (ii) the same annual target cash and target equity incentive compensation opportunities in the aggregate (excluding specific performance goals) as in effect for such Transferred MAST Employee immediately prior to the Closing; provided, that in lieu of equity awards, Purchaser may substitute other forms of compensation, including cash-based compensation or profits interests or similar grants, having a substantially equivalent target value as measured at the time of issuance and (iii) employee and fringe benefits (including healthexcluding equity or equity-based arrangements, welfare and retirement change in control, retention or similar benefits, but excluding severance benefits, which are described in the immediately following sentencedeferred compensation arrangements and specific performance goals for any cash incentive compensation) that are no less favorable, in the aggregate, than those provided to such Continuing Transferred MAST Employee immediately prior to the Closing Date; Closing. Additionally, Purchaser agrees that each Transferred MAST Employee shall, during the Continuation Period, be eligible for severance benefits if such employee is terminated by Purchaser and its Affiliates other than for cause or such employee resigns due to a Constructive Termination on terms and in amounts that are no less favorable than the severance benefits provided thatunder the severance plan listed in Section 6.2 of the Seller Disclosure Schedule, if the Closing Date occurs prior subject to the commencement execution of a general release of claims (which shall not contain any non-competition covenants) in a form reasonably acceptable to Purchaser’s and Seller’s annual benefit plan enrollment periods. (b) As of the Closing, Purchaser may instead provide Continuing Employees with health and welfare benefits that it provides to or one of its similarly situated employees. Any Continuing Employee who incurs Affiliates (including a qualifying termination of employment during the period commencing on the Closing Date and ending on the later of December 31, 2019 and the first anniversary of the Closing Date shall be entitled to receive the severance payments and benefits from Purchaser or its Subsidiaries as outlined in, and under the terms of, Seller’s Change of Control Severance Plan or severance benefits contained in such Continuing Employee’s employment agreementTransferred Entity, as applicable) shall (or, to the extent that the Operator is the employer of the applicable Transferred Represented Employees, shall cause the Operator to) recognize the unions under the Collective Bargaining Agreements as the exclusive bargaining representatives of the Transferred Represented Employees and shall assume the Collective Bargaining Agreements with respect to Transferred Represented Employees, and shall continue all terms and conditions under such assumed Collective Bargaining Agreements through their respective expiration, modification or termination in conformity with such Collective Bargaining Agreements and applicable Law. Seller and Purchaser (and, if applicable, the Operator) shall deliver to Purchaser a schedule of compensation and employee and fringe benefits contemplated by this Section 9.02(b) for each Property Employee no later than ten (10) Business Days work together in good faith prior to the Closing Dateto satisfy any notice or consultation obligations to any labor union or other labor organization that may be triggered by this Agreement or the transactions contemplated hereby. (c) Purchaser and its Affiliates shall, in addition to meeting the applicable requirements of this Article VI, comply with any additional obligations or standards required by applicable Laws or Contracts governing the terms and conditions of employment or termination of employment of the Transferred Business Employees.

Terms and Conditions of Employment. From the Closing Date until the later of December 31, 2019 and the first anniversary Effective as of the Closing Dateand for a period of twelve (12) months thereafter (the “Benefit Continuation Period”), Purchaser and its Affiliates shall provide (or cause including in the Companies or their Subsidiaries to provide) each Property case of any Transferred Business Employee whose employment with a Company continues on and following transfers to or who accepts an offer of employment from the Closing Date (eachapplicable PEO), a “Continuing or shall cause its applicable Subsidiary to provide, to each Transferred Business Employee”) with , (i) a base salary or hourly wage rate, as applicable, cash incentive compensation opportunities and target annual equity incentive compensation opportunities rate that are, in each case, is no less favorable than those provided to the base salary or wage rate as in effect for such Continuing Transferred Business Employee immediately prior to the Closing DateClosing, and (ii) other total annual compensation (taking into account base salary or wage rate, target annual bonus opportunity and annual equity compensation opportunity (with the annual equity compensation opportunity measured based on the grant date value of such awards, with the grant date value determined by Purchaser on a basis consistent with how Purchaser determines grant date value for equity awards granted to similarly situated employees of Purchaser) that is no less favorable, in the aggregate, than as in effect for such Transferred Business Employee immediately prior to the Closing, (iii) employee and fringe benefits (including healthexcluding severance, welfare base salary, wage rate, target bonus opportunity and retirement benefits, but excluding severance benefits, which are described in the immediately following sentenceequity compensation) that are no less favorable, in the aggregate, than those provided to as in effect for similarly situated employees of Purchaser, (iv) severance benefits that are no less favorable than the severance benefits as set forth on Section 5.6(i) of the Seller Disclosure Letter and (v) a work location that is within fifty (50) miles of such Continuing Employee Transferred Business Employee’s work location immediately prior to the Closing Date; provided thatClosing. With respect to each Offer Employee, if the Closing Date occurs prior to the commencement of Purchaser’s and Seller’s annual benefit plan enrollment periods, Purchaser may instead provide Continuing Employees with health and welfare benefits that it provides to its similarly situated employees. Any Continuing Employee who incurs a qualifying termination an offer of employment during the period commencing or offer to continue employment by or on the Closing Date and ending on the later behalf of December 31, 2019 and the first anniversary Purchaser with all of the Closing Date shall be entitled foregoing terms set forth in this Section (i), which, with respect to Offer Employees who receive the severance payments and benefits from offers of employment pursuant to Section 5.6(f) (i.e., other than TUD Employees whose employment transfers to Purchaser or any of its Subsidiaries or the applicable PEO pursuant to Section 5.6(e)), is made on a timely basis pursuant to 5.6(f), is referred to herein as outlined in, and under the terms of, Seller’s Change of Control Severance Plan or severance benefits contained in such Continuing Employee’s employment agreement, as applicable. Seller shall deliver to Purchaser a schedule of compensation and employee and fringe benefits contemplated by this Section 9.02(b) for each Property Employee no later than ten (10) Business Days prior to the Closing Date“Compliant Offer”.

Terms and Conditions of Employment. From the Closing Date until the later of December 31, 2019 and the first anniversary of the Closing Date, Purchaser and its Affiliates shall provide (or cause the Companies or their Subsidiaries to provide) each Property Employee whose employment with For a Company continues on and following the Closing Date (each, a “Continuing Employee”) with (i) a base salary or hourly wage rate, as applicable, cash incentive compensation opportunities and target annual equity incentive compensation opportunities that are, in each case, no less favorable than those provided to such Continuing Employee immediately prior to the Closing Date, and (ii) other compensation and employee and fringe benefits (including health, welfare and retirement benefits, but excluding severance benefits, which are described in the immediately following sentence) that are no less favorable, in the aggregate, than those provided to such Continuing Employee immediately prior to the Closing Date; provided that, if the Closing Date occurs prior to the commencement of Purchaser’s and Seller’s annual benefit plan enrollment periods, Purchaser may instead provide Continuing Employees with health and welfare benefits that it provides to its similarly situated employees. Any Continuing Employee who incurs a qualifying termination of employment during the period commencing beginning on the Closing Date and ending on the later of December 31, 2019 and 2024 or for such longer period of time as required by applicable Law (as applicable, the first anniversary of the Closing Date “Continuation Period”), each Transferred Employee shall be entitled to receive while in the severance payments employ of the Buyer or any of its Affiliates, (i) at least the same salary, wages and benefits from Purchaser cash incentives or, subject to Section 9.01(c), cash bonus opportunities at target as such Transferred Employee is eligible to receive or its Subsidiaries contractually entitled to (or entitled to by Laws) as outlined in, and under the terms of, Seller’s Change of Control Severance Plan or severance benefits contained in such Continuing Employee’s employment agreement, as applicable. Seller shall deliver to Purchaser a schedule of compensation and employee and fringe benefits contemplated by this Section 9.02(b) for each Property Employee no later than ten (10) Business Days immediately prior to the Closing Date.applicable Transfer Time, as reflected on the list of Business Employees, (ii) equity incentive compensation (or the cash-equivalent value thereof, unless the use of a cash-equivalent would reasonably be expected to result in a violation of or result in any Liability under the United Kingdom Transfer of Undertakings (Protection of Employment) Regulations 2006 or any similar non-U.S. Law (collectively, “TUPE”)) in an amount, measured as of the date of grant, that is no less than the value of the equity incentive compensation granted to such Transferred Employee by the Seller or its Affiliates during the year prior to the applicable Transfer Time, as reflected on the list of Business Employees and (iii) other terms and conditions of employment as were provided to such Transferred Employee as of immediately prior to the applicable Transfer Time and which, if changed or eliminated, would reasonably be expected to give rise to a claim for monetary damages under applicable Law or contract (including any entitlement to severance from the Seller or any of its Affiliates) or that are required by Law or the Seller’s policies applicable to such employees prior to the Closing, including as it relates to tax equalization, housing allowances and other perquisites. In addition, during the Continuation Period, the Buyer shall, or shall cause its Affiliates to, provide the Transferred Employees with employee benefits (including employer matching contributions under defined contribution pension plans) and perquisites (other than cash incentive or bonus opportunities and equity incentive commitments) that are substantially similar (in the aggregate) to the benefits and terms that apply under the applicable Employee Plans in effect immediately prior to the applicable Transfer Time (unless such standard would reasonably be expected to result in a violation of or Liability under TUPE or any other applicable Law, in which case, “substantially similar” shall be replaced with “no less favorable”). In the case of Transferred Employees not primarily based in the U.S., the Buyer and its Affiliates shall, in addition to meeting the requirements of this Section 9.01(b), comply with any additional obligations or employment standards arising under applicable Laws governing the terms and conditions of employment. As set out in Section 9.01(a), nothing in this Section 9.01(b) nor in this Agreement more generally, shall, subject to compliance with applicable Law (including to avoid triggering redundancy, severance, termination or similar entitlements

Terms and Conditions of Employment. From the Closing Date until the later of December 31, 2019 and the first anniversary of the Closing Date, Purchaser and its Affiliates shall take all action necessary to provide (or cause the Companies or their Subsidiaries to provide) each Property Employee whose employment with a Company continues on and following the Closing Date (each, a “Continuing Employee”) with (i) a base salary or hourly wage rate, as applicable, cash incentive compensation opportunities and target annual equity incentive compensation opportunities that are, in each case, no less favorable than those be provided to such Continuing Employee immediately prior to the Closing Date, and (ii) other compensation and employee and fringe benefits (including health, welfare and retirement benefits, but excluding severance benefits, which are described in the immediately following sentence) that are no less favorable, in the aggregate, than those provided to such Continuing Employee immediately prior to the Closing Date; provided that, if the Closing Date occurs prior to the commencement of Purchaser’s and Seller’s annual benefit plan enrollment periods, Purchaser may instead provide Continuing Employees with health and welfare benefits that it provides to its similarly situated employees. Any Continuing Employee who incurs a qualifying termination of employment during for the period commencing on the Closing Date and ending on the later of December 31first (1st) anniversary thereof (the “Continuation Period”), 2019 and the first anniversary with respect to each of the Closing Date shall be entitled to receive the severance payments and benefits from Purchaser or its Subsidiaries as outlined in, and under the terms of, Seller’s Change of Control Severance Plan or severance benefits contained in such Continuing Transferred Business Employee’s and Philippines Entity Employee’s terms of employment agreementto provide for the following: (a) at least the same wage rate or annual base salary in effect for such Transferred Business Employee or Philippines Entity Employee, as applicable, immediately prior to the Closing, (b) incentive compensation opportunities (other than equity-based incentives) that are no less favorable than those in effect for such Transferred Business Employee immediately prior to the Closing, (c) employee benefits (other than non-qualified deferred compensation, defined benefit pension benefits or retiree health and welfare benefits) that are no less favorable in the aggregate than those provided to similarly situated employees of Purchaser, (d) the primary work location is not farther than fifty (50) miles from the Transferred Business Employee’s or Philippines Entity Employee’s work location immediately prior to Closing, and (e) a similar role and job duties as the Transferred Business Employee or Philippines Entity Employee had immediately prior to Closing. Seller shall deliver Additionally, Purchaser agrees that each Transferred Business Employee shall, during the Continuation Period, be provided with severance benefits in amount and upon and under terms, conditions and provisions that are no less favorable than, at the sole discretion of Purchaser, either (x) those in effect with respect to Purchaser a schedule of compensation and employee and fringe benefits contemplated by this Section 9.02(b) for each Property such Transferred Business Employee no later than ten (10) Business Days immediately prior to the Closing Dateor (y) similarly situated employees of Purchaser. Notwithstanding the foregoing, Purchaser shall not be prohibited by this Section 7.5 from terminating the employment of any Transferred Business Employee following the Closing Date in accordance with applicable Law. Purchaser and its Affiliates shall, in addition to meeting the applicable requirements of this Article VII, comply with any additional obligations or standards arising under applicable Laws, Benefit Plans, or Contracts governing the terms and conditions of employment or termination of employment of the Transferred Business Employees or Philippines Entity Employees.

Terms and Conditions of Employment. From (a) With respect to each Transferred Business Employee, Purchaser shall, provide or cause to be provided, for the twelve (12)-month period commencing on the Closing Date until Date, (i) at least the later same wage rate or cash salary level in effect for such Transferred Business Employee immediately prior to the Closing, (ii) non-equity incentive compensation opportunities that are no less favorable than those in effect with respect to such Transferred Business Employee immediately prior to Closing, and (iii) retirement and health and welfare benefits (other than those under any defined benefit pension plans, retiree health or retiree welfare plans or arrangements, or deferred compensation plans) that are no less favorable in the aggregate than those in effect with respect to such Transferred Business Employee immediately prior to the Closing (other than those under any defined benefit pension plans, retiree health or retiree welfare plans or arrangements, or deferred compensation plans). Notwithstanding the foregoing, Purchaser shall not be prohibited by this Section 6.2 from terminating the employment of December 31any Transferred Business Employee following the Closing Date. Purchaser shall cause the Transferred Entities and their Affiliates to, 2019 and the first anniversary Transferred Entities and their Affiliates shall, in addition to meeting the applicable requirements of this Article VI, comply with any additional obligations or standards arising under applicable Laws or Contracts governing the terms and conditions of employment or termination of employment of the Transferred Business Employees, including any Collective Bargaining Agreements. (b) In addition, and without limiting the application of Section 6.2(a), in the event that Purchaser and its Affiliates fail to provide to any Transferred Business Employee the terms and conditions of employment required under applicable Law or any Benefit Plan set forth on Section 3.10(a) or 3.10(b) of the Parent Disclosure Schedule, and such failure results in any obligation, contingent or otherwise, of any member of the Parent Group to pay any severance or other compensation payments to any Transferred Business Employee, or any additional Liability incurred by any member of the Parent Group in connection therewith, in each case, under any Benefit Plan set forth on Section 3.10(a) or 3.10(b) of the Parent Disclosure Schedule, Purchaser shall, and shall cause its Affiliates to, reimburse and otherwise indemnify and hold harmless any member of the Parent Group for all such severance and other compensation and additional Liabilities. Notwithstanding the foregoing, for the twelve (12)-month period commencing on the Closing Date, Purchaser and shall, or shall cause its Affiliates shall to, provide (each Transferred Business Employee who suffers a termination of employment under circumstances that would have given the Transferred Business Employee a right to severance payments and benefits under Parent’s or cause the Companies or their Subsidiaries to provide) each Property Employee whose employment with a Company continues on and following the Closing Date (each, a “Continuing Employee”) with (i) a base salary or hourly wage rate, as applicable, cash incentive compensation opportunities and target annual equity incentive compensation opportunities that are, its Affiliate’s severance policies in each case, no less favorable than those provided to such Continuing Employee effect immediately prior to the Closing Date, each as set forth on Section 3.10(a) or 3.10(b) of the Parent Disclosure Schedule (the “Severance Policy”), with severance payments and (ii) other compensation and employee and fringe benefits (including health, welfare and retirement benefits, but excluding severance benefits, which are described in the immediately following sentence) that are no less favorable, in the aggregate, favorable than those that would have been provided to such Continuing Transferred Business Employee under the Severance Policy; provided, that any such severance payments and benefits be paid pursuant to the terms and conditions of Purchaser’s applicable severance policy. (c) With respect to each unvested equity award relating to common stock of Parent that is outstanding as of the date of this Agreement and held by a Transferred Business Employee as of immediately prior to the Closing Date(each, a “Parent LTIP Award”), Parent shall take such actions as are necessary so that upon the Closing, (i) a pro-rated portion of each such Parent LTIP Award shall vest (at target for any performance based equity award) and such vested pro-rated portion of the Parent LTIP Award shall be settled in common stock of Parent or cash and (ii) the remaining portion of each such Parent LTIP Award (each, an “Unvested Parent LTIP Award”) shall be cancelled for no consideration. The pro-ration of any time-based vesting Parent LTIP Award shall be determined by dividing the number of days in the applicable vesting period elapsed through the Closing Date by the total number of days in such vesting period. The pro-ration of any performance-based vesting Parent LTIP Award shall be determined by dividing the number of days in the applicable performance period elapsed through the Closing Date by the total number of days in such performance period. Purchaser agrees to grant to each Transferred Business Employee who holds an Unvested Parent LTIP Award a cash or, at the discretion of Purchaser, an equity incentive award relating to common stock of Purchaser (each, a “New LTIP Award”). Each New LTIP Award shall have a grant date value equal to the value of any Unvested Parent LTIP Award, as determined in accordance with this Section 6.2(c), and shall have the same time-based vesting schedule as applied to such Unvested Parent LTIP Award immediately prior to the Closing; provided thatthat such New LTIP Award shall be subject to the terms and conditions of Purchaser’s applicable equity or incentive award plan or program. No later than thirty (30) days prior to the Closing, Parent shall deliver an updated Equity Award Schedule to Purchaser containing the applicable information as of the Business Day prior to the Closing Date. The grant date value of the New LTIP Awards shall equal (x) in the case of an Unvested Parent LTIP Award of restricted or performance stock units, the aggregate value of the shares of Parent common stock underlying the corresponding Unvested Parent LTIP Award (at target for any performance stock unit) based on the closing price per share of common stock of Parent on the Closing Date (or the last trading day preceding that Closing Date, if the Closing Date occurs prior to is not a trading day) and (y) in the commencement case of Purchaser’s and Seller’s annual benefit plan enrollment periodsan Unvested Parent LTIP Award of stock appreciation rights, Purchaser may instead provide Continuing Employees with health and welfare benefits that it provides to its similarly situated employees. Any Continuing Employee who incurs a qualifying termination of employment during the period commencing on the Closing Date and ending on the later of December 31, 2019 and the first anniversary grant date target value of the Closing Date shall be entitled to receive the severance payments and benefits from Purchaser or its Subsidiaries as outlined in, and under the terms of, Seller’s Change of Control Severance Plan or severance benefits contained in such Continuing Employee’s employment agreement, as applicable. Seller shall deliver to Purchaser a schedule of compensation and employee and fringe benefits contemplated by this Section 9.02(b) for each Property Employee no later than ten (10) Business Days prior to the Closing DateUnvested Parent LTIP Award.

Terms and Conditions of Employment. From (a) Buyer agrees to provide, or to cause the Closing Date until the later Business Subsidiaries to provide, each Transferred Employee while such Transferred Employee remains employed with: (i) for a period of December 31, 2019 and the first anniversary of at least twelve (12) consecutive months immediately following the Closing Date, Purchaser and its Affiliates shall provide (or cause the Companies or their Subsidiaries to provide) each Property Employee whose employment with a Company continues on and following the Closing Date (each, a “Continuing Employee”) with (i) a base salary or hourly wage rate, as applicable, cash incentive compensation opportunities and target annual equity incentive compensation opportunities rate that are, is not less than his or her base salary or wage rate in each case, no less favorable than those provided to such Continuing Employee effect immediately prior to the Closing DateDate (or, as applicable, immediately prior to his or her approved leave of absence during which the Closing occurs and after which he or she returns to active employment); (ii) other for the period ending on December 31, 2010, incentive compensation opportunity (excluding equity incentive opportunity) and employee and fringe benefits (including healthexcluding pension, welfare equity, supplemental 401(k) and retirement retiree medical benefits, but excluding severance benefits, which are described in the immediately following sentence) that are no less favorable, substantially comparable in the aggregateaggregate to the incentive compensation opportunity (excluding equity incentive opportunity) and employee benefits (excluding pension, than those equity, supplemental 401(k) and retiree medical benefits) provided to such Continuing Employee immediately prior to the Closing Date; and (iii) between December 31, 2010 and the one (1) year anniversary of the Closing Date, incentive compensation opportunity and employee benefits that are no less favorable than the incentive compensation opportunities and employee benefits provided to similarly-situated employees of Buyer or Buyer’s Affiliates (other than the Business Subsidiaries); provided that (A) the foregoing shall not apply to any Transferred Employee who is subject to a collective bargaining agreement to which any Business Subsidiary is a party and (B) notwithstanding the foregoing, until December 31, 2010, Buyer agrees to provide, or cause a Business Subsidiary to provide in all material respects, such compensation, benefits and terms of employment to Transferred Employees outside of the United States following the Closing as required by applicable Law. Without limiting the generality of the immediately preceding sentence, Buyer shall provide, or shall cause the Business Subsidiaries or other Affiliates to provide, (i) cash severance pay and severance benefits provided under the terms of the Subsidiary Plans in effect immediately prior to the Closing Date to any Transferred Employee whose employment is terminated without cause during the period following the Closing and ending twelve (12) months following the Closing Date on terms and in amounts no less favorable than the cash severance benefits and severance benefits to which such Transferred Employee would have been entitled to immediately prior to the Closing Date provided that, if the Closing Date occurs prior to the commencement extent severance benefits include continued medical coverage, such coverage shall be as provided under New Plans and not Seller Plans, and (ii) the Severance Benefits (as defined under the Retention Plan) with respect to the individuals whose names are set forth on Section 6.02(a) of Purchaser’s and Seller’s annual benefit plan enrollment periods, Purchaser may instead provide Continuing Employees with health and welfare benefits that it provides to its similarly situated employees. Any Continuing Employee who incurs a qualifying termination of employment during the period commencing Disclosure Schedules. (b) Effective on the Closing Date and for the period ending on the later of December 31, 2019 and the first one (1) year anniversary of the Closing Date Date, Buyer shall provide, or shall cause the Business Subsidiaries to provide, medical, dental and vision coverage following the Closing to all Transferred Employees and their eligible covered family members (including, but subject to the next sentence, domestic partners) without any waiting period and without regard to any preexisting condition (to the extent waived under comparable Seller Plans or Subsidiary Plans). Notwithstanding the first sentence of this subsection 6.02(b), the parties agree that after December 31, 2010, for all purposes of this Article VI, eligible covered family members (including domestic partners) shall be entitled as determined under Buyer’s plans and Buyer shall have no obligation to receive the severance payments provide coverage to any family member (including domestic partners) if not otherwise eligible under Buyer’s plans. From and benefits from Purchaser or its Subsidiaries as outlined in, and under the terms of, Seller’s Change of Control Severance Plan or severance benefits contained in such Continuing Employee’s employment agreement, as applicable. Seller shall deliver to Purchaser a schedule of compensation and employee and fringe benefits contemplated by this Section 9.02(b) for each Property Employee no later than ten (10) Business Days prior to after the Closing Date, no Transferred Employee (or his/her eligible covered family members) shall be offered COBRA Continuation Coverage under any Seller Plan, Subsidiary Plan or other Employee Plan on or after the Closing. (c) The Business Subsidiaries shall remain responsible for all Paid Time Off of any Transferred Employee as of the Closing Date to the extent (i) accrued on the Business Subsidiaries’ balance sheet, (ii) reflected in all material respects on records or schedules provided to Buyer on or prior to Closing, (iii) reflected in all material respects on the Business Subsidiaries’ special-purpose statement of assets to be sold and liabilities to be assumed, or (iv) included or contemplated in all material respects in the annual budget presented to Buyer; provided that, Seller shall remain responsible for such Paid Time Off to the extent such Paid Time Off has not been so accrued or reflected in all material respects.

Terms and Conditions of Employment. From the Closing Date until the later of December 31, 2019 and the first anniversary of the Closing Date, Purchaser and its Affiliates shall provide (or cause the Companies or their Subsidiaries to provide) each Property Employee whose employment with a Company continues on and following the Closing Date (each, a “Continuing Employee”) with (i) a base salary or hourly wage rate, as applicable, cash incentive compensation opportunities and target annual equity incentive compensation opportunities that are, in each case, no less favorable than those provided to such Continuing Employee immediately prior to the Closing Date, and (ii) other compensation and employee and fringe benefits (including health, welfare and retirement benefits, but excluding severance benefits, which are described in the immediately following sentence) that are no less favorable, in the aggregate, than those provided to such Continuing Employee immediately prior to the Closing Date; provided that, if the Closing Date occurs prior to the commencement of Purchaser’s and Seller’s annual benefit plan enrollment periods, Purchaser may instead provide Continuing Employees with health and welfare benefits that it provides to its similarly situated employees. Any Continuing Employee who incurs a qualifying termination of employment during the period commencing Starting on the Closing Date and ending on the later of December 31, 2019 and the first anniversary of the Closing Date (or any longer period as required under local Law), each Transferred Employee shall (A) be entitled to receive employed by Buyer or one of its Affiliates on terms no less favorable than the severance payments and benefits from Purchaser or its Subsidiaries as outlined inCurrent Employment Terms; provided, and under the terms of, Seller’s Change of Control Severance Plan or severance benefits contained in such Continuing Employee’s employment agreement, as applicable. Seller shall deliver to Purchaser a schedule of compensation and employee and fringe benefits contemplated by that this Section 9.02(b5.7 will not apply (x) with respect to any equity award compensation, defined contribution plan employer contributions (other than for eligibility and vesting), defined benefit plans or post-retiree medical plans or (y) for each Property Employee no later than ten purposes of any Buyer Plans (10as defined below) Business Days that are frozen to new participants as of immediately prior to the Closing Date; and (B) be offered any other additional terms and conditions of employment by Buyer or one of its Affiliates required by local Law. For the avoidance of doubt, in no event shall the preceding sentence prohibit Buyer or any of its Affiliates from terminating any Applicable Employee following the Closing Date other than as prohibited by applicable Law. With respect to Transferred Employees who are covered by a Labor Contract (and not employed by a Transferred Subsidiary that will remain party to such Labor Contract), on the Closing Date, Buyer shall assume such Labor Contract as it relates to such Transferred Employees and shall agree and become party to and bound by the terms and conditions of the Labor Contract, including, but not limited to, the obligation of Buyer to recognize the union representing the Transferred Employees as the collective bargaining agent; provided, that with respect to Automatic Transfer Employees, Buyer shall offer such Employees terms no less favorable than Seller’s applicable pre-Closing Labor Contracts listed on Section 3.9(a) of the Seller Disclosure Letter as it relates to such Transferred Employees under applicable Laws. Notwithstanding anything to the contrary set forth in this Agreement, Buyer shall assume all liabilities and obligations to provide any pay in lieu of notice, termination and/or severance pay or benefits to (A) any Applicable Employee who is not offered employment by Buyer and/or one of its Affiliates pursuant to this Section 5.7(a)(vi), (B) any Applicable Employee who is entitled to any pay in lieu of notice, termination and/or severance pay or benefits due to Buyer’s noncompliance with this Section 5.7(a)(vi) and (C) any Transferred Employee. Buyer shall be responsible for any retention, termination, severance pay, change in control or other compensation or benefits that are or may become payable to any Transferred Employee in connection with the consummation of the Transaction.

Terms and Conditions of Employment. From the Closing Date until the later of December 31, 2019 and the first anniversary of the Closing DateWith respect to each Transferred Business Employee, Purchaser and its Affiliates shall take all action necessary to provide (or cause the Companies or their Subsidiaries to provide) each Property Employee whose employment with a Company continues on and following the Closing Date (eachbe provided, a “Continuing Employee”) with (i) a base salary or hourly wage rate, as applicable, cash incentive compensation opportunities and target annual equity incentive compensation opportunities that are, in each case, no less favorable than those provided to such Continuing Employee immediately prior to the Closing Date, and (ii) other compensation and employee and fringe benefits (including health, welfare and retirement benefits, but excluding severance benefits, which are described in the immediately following sentence) that are no less favorable, in the aggregate, than those provided to such Continuing Employee immediately prior to the Closing Date; provided that, if the Closing Date occurs prior to the commencement of Purchaser’s and Seller’s annual benefit plan enrollment periods, Purchaser may instead provide Continuing Employees with health and welfare benefits that it provides to its similarly situated employees. Any Continuing Employee who incurs a qualifying termination of employment during for the period commencing on the Closing Date and ending on September 1, 2022, (a) at least the later of December 31, 2019 and the first anniversary of the Closing Date shall be entitled to receive the severance payments and benefits from Purchaser same wage rate or its Subsidiaries as outlined in, and under the terms of, Seller’s Change of Control Severance Plan or severance benefits contained cash salary level in effect for such Continuing Employee’s employment agreement, as applicable. Seller shall deliver to Purchaser a schedule of compensation and employee and fringe benefits contemplated by this Section 9.02(b) for each Property Transferred Business Employee no later than ten (10) Business Days immediately prior to the Closing Date(provided that Purchaser may pay any such short-term incentive compensation that is earned in the form of vested Purchaser Common Shares having a grant date value equal to the amount of cash that otherwise would have been payable), (b) target short-term incentive compensation and commission opportunities that are substantially comparable to the target short-term incentive compensation and commission opportunities as in effect for such Transferred Business Employee immediately prior to the Closing, (c) target long-term incentive compensation opportunities that are substantially comparable to the target long-term incentive compensation opportunities as in effect for such Transferred Business Employee immediately prior to the Closing (provided that, in lieu of equity-based incentives, Purchaser may instead provide Transferred Business Employees with cash-based incentives), (d) severance benefits in amounts and upon and under terms, conditions and provisions that are at least as favorable as the severance benefits provided by any Transferred Entity, Seller or any applicable Affiliate of Seller to such Transferred Business Employee immediately prior to the Closing and (e) employee benefits that are substantially comparable, in the aggregate, to those in effect with respect to such Transferred Business Employee immediately prior to the Closing; provided that for the purposes of this Section 7.4, (i) any determination with respect to the terms and conditions of employment shall be based solely upon the information provided on the employee census set forth on Section 4.11 of the Seller Disclosure Letter, as such information may be supplemented by Seller as reasonably requested by Purchaser for purposes of its compliance with this Section 7.4; and (ii) defined benefit pension plans, nonqualified defined contribution plans and retiree health and welfare plans shall be disregarded, except as prohibited by applicable Law.

Terms and Conditions of Employment. From Except as otherwise provided explicitly in this Agreement, the terms of employment for each Transferred Employee shall be determined solely by BUYER' s policies, procedures, and programs; provided, however, that BUYER agrees that each Transferred Employee shall be provided employment subject to the following terms and conditions: (a) Except as otherwise specifically provided herein, Transferred Employees shall be provided employee benefits that are no less favorable in the aggregate than those provided to similarly situated employees of BUYER. BUYER shall provide such Transferred Employees with credit for the Transferred Employee's period of service with FNB (including any service credited from predecessors by merger or acquisition to FNB) towards the calculation of eligibility and vesting for such purposes as vacation, sick days, personal days, severance and other benefits, and participation and vesting in BUYER's qualified pension and/or profit sharing 401(k) plans, as such plans may exist (but not for purposes of funding of any accrued pension or profit sharing plans for such Transferred Employees with respect to any period prior to the Closing Date until Date). (b) Each Transferred Employee shall be eligible to participate in the later medical, dental, or other welfare plans of December 31BUYER, 2019 as such plans may exist, on and the first anniversary of after the Closing Date, Purchaser and its Affiliates any pre-existing conditions or waiting period provisions of such plans shall provide be waived with respect to any such Transferred Employees. (or cause the Companies or their Subsidiaries to providec) each Property Employee whose employment with a Company continues on Except as provided herein, FNB shall pay, discharge, and following the Closing Date (each, a “Continuing Employee”) with be responsible for (i) a base all salary or hourly wage rate, as applicable, cash incentive compensation opportunities and target annual equity incentive compensation opportunities that are, in each case, no less favorable than those provided to such Continuing Employee immediately prior to wages arising out of employment of the Transferred Employees through the Closing Date, and (ii) other compensation any employee benefits arising under FNB's employee benefit plans and employee programs prior to the Closing Date including but not limited to benefits with respect to claims incurred prior to the Closing Date but reported after the Closing Date and fringe benefits (including health, welfare and retirement benefits, but excluding severance benefits, which are described in the immediately following sentence) that are no less favorable, in the aggregate, than those provided inuring to such Continuing Employee immediately any employees who may have been on leave prior to the Closing Date; provided that. BUYER shall pay, if discharge, and be responsible for (i) all salary and wages arising out of employment of the Transferred Employees on or after the Closing Date occurs prior Date, and (ii) any employee benefits arising under BUYER's employee benefit plans and employee programs on or after the Closing Date. From and after the Closing Date, Transferred Employees shall be considered "at will" employees of BUYER and BUYER shall pay, discharge, and be responsible for all salary, wages, and benefits arising out of or relating to the commencement employment of Purchaser’s the Transferred Employees by BUYER from and Seller’s annual benefit plan enrollment periodsafter the Closing Date, Purchaser may instead provide Continuing Employees with health and including, without limitation, all claims for welfare benefits that it provides plans incurred on or after the Closing Date. To the extent permitted under BUYER's applicable 401(k) plan, FNB and BUYER shall cooperate in arranging for the transfer to its similarly situated employees. Any Continuing Employee who incurs a qualifying termination of employment during the period commencing on BUYER's 401(k) plan, as soon as practicable after the Closing Date and ending on the later of December 31, 2019 in a manner that satisfies sections 414(1) and the first anniversary 411(d)(6) of the Closing Date shall be entitled to receive the severance payments and benefits from Purchaser or its Subsidiaries as outlined in, and under the terms of, Seller’s Change of Control Severance Plan or severance benefits contained in such Continuing Employee’s employment agreementInternal Revenue Code, as applicable. Seller shall deliver to Purchaser a schedule amended, of compensation and employee and fringe benefits contemplated by this Section 9.02(bthose accounts held under SELLERS’ 401(k) for each Property Employee no later than ten (10) Business Days prior to the Closing Dateplan on behalf of Transferred Employees.

Terms and Conditions of Employment. From the Closing Date until the later With respect to each Transferred Business Employee, for a period of December 31, 2019 and the first anniversary of the Closing Date, Purchaser and its Affiliates shall provide twelve (or cause the Companies or their Subsidiaries to provide12) each Property Employee whose employment with a Company continues on and months following the Closing Date (eachor such shorter period of time that the Transferred Business Employee remains employed by Purchaser, a Purchased Entity or any of their respective Affiliates) (the “Continuing EmployeeBenefit Continuation Period”) with ), Purchaser shall provide a Comparable Position and maintain: (i) a at least the same wage rate or base salary or hourly wage rate, as applicable, cash level in effect for such Transferred Business Employee immediately prior to the Closing; (ii) short- and long-term incentive compensation opportunities and target annual equity incentive compensation opportunities for such Transferred Business Employee that are, in each case, no less favorable than those in effect for such Transferred Business Employee immediately prior to the Closing; provided, that Seller and Purchaser acknowledge and agree that any long-term incentive awards provided to the Transferred Business Employees following the Closing may (A) vest in accordance with terms and conditions or subject to performance criteria that differ from such Continuing Employee immediately terms and conditions or performance criteria that applied to Seller awards held by Transferred Business Employees prior to the Closing Date, and (iiB) other compensation be payable solely in cash; and (iii) health and employee and fringe benefits (including healthwelfare benefits, welfare and retirement benefits, but excluding severance deferred compensation benefits and other benefits (other than with respect to retiree welfare benefits, which are described the Special Program for Severance Related to Rx Separation, and the retention agreement that Seller intends to implement with respect to the collectively bargained Transferred Business Employees in Israel (the immediately following sentence“Israel Union Retention Agreement”)) that are no less favorable, favorable in the aggregate, aggregate than those provided to such Continuing the Transferred Business Employee immediately prior to the Closing Date; provided that, if Closing. As of and after the Closing Date occurs prior to the commencement of Purchaser’s and Seller’s annual benefit plan enrollment periodsClosing, Purchaser may instead shall provide Continuing Employees with health to each Transferred Business Employee full credit for all purposes under any Purchased Entity Benefit Plan and welfare benefits that it provides to its similarly situated employees. Any Continuing Employee who incurs a qualifying termination of employment during the period commencing on the Closing Date and ending on the later of December 31each employee benefit plan, 2019 and the first anniversary of the Closing Date shall be entitled to receive the severance payments and benefits from policy or arrangement sponsored by Purchaser or any of its Subsidiaries as outlined in, and under the terms of, Seller’s Change of Control Severance Plan or severance benefits contained in Affiliates for such Continuing Transferred Business Employee’s employment agreement, as applicable. Seller shall deliver to Purchaser a schedule of compensation and employee and fringe benefits contemplated by this Section 9.02(b) for each Property Employee no later than ten (10) Business Days service prior to the Closing Datewith Seller or any of its Subsidiaries (and their respective predecessors), to the same extent such service is recognized by Seller and its Subsidiaries immediately prior to the Closing under a comparable Benefit Plan; provided that such service shall not be credited to the extent such credit would result in any duplication of compensation or benefits.

Terms and Conditions of Employment. From Each Business Employee who remains employed with the Company as of immediately after the Closing Date until shall be referred to herein as a “Transferred Business Employee.” For a period of one (1) year following the later Closing, or such longer period as required by applicable Law (and, with respect to any compensation or benefits that apply following a termination of December 31employment, 2019 and the first anniversary of the Closing Dateapplicable period thereafter), Purchaser and shall, or shall cause its Affiliates shall provide (including, after the Closing, the Company) to, with respect to each Transferred Business Employee during his or cause the Companies or their Subsidiaries to provide) each Property Employee whose her employment with a Company continues on and following Purchaser or its Affiliates (including, after the Closing Date Closing, the Company) (each, a “Continuing Employee”a) with (i) provide a base salary or hourly wage raterate that is not less than that in effect for such Transferred Business Employee immediately prior to Closing, (b) grant short-term and long-term incentive compensation awards in amounts, and with terms, that are no less favorable in the aggregate than those in effect for each such Transferred Business Employee immediately prior to Closing (it being understood that long-term cash incentive awards may be provided in lieu of equity-based awards); provided, however, that the short-term incentive compensation award may not be decreased from that in effect for such Transferred Business Employee immediately prior to Closing, (c) provide employee benefits (other than any sabbatical benefits and employee stock purchase plan participation) that, in the aggregate, are no less favorable than those in effect for each such Transferred Business Employee immediately prior to the Closing, and (d) provide severance benefits that are no less favorable than the severance benefits that would have been payable to each such Transferred Business Employee under the severance practice set forth in Section 6.1 of the Parent Disclosure Schedule that applied to such Transferred Business Employee immediately prior to the Closing, taking into account such Transferred Business Employee’s additional period of service and increases (but not decreases) in compensation (as applicable) following the Closing. Purchaser shall, cash incentive compensation opportunities and target annual equity incentive compensation opportunities that arein addition to meeting the applicable requirements of Article VI, comply with any additional obligations or standards arising under applicable Laws, Contracts or Company Benefit Plans, in each case, no less favorable than those provided to such Continuing Employee immediately prior to governing the Closing Date, terms and (ii) other compensation and employee and fringe benefits (including health, welfare and retirement benefits, but excluding severance benefits, which are described in the immediately following sentence) that are no less favorable, in the aggregate, than those provided to such Continuing Employee immediately prior to the Closing Date; provided that, if the Closing Date occurs prior to the commencement conditions of Purchaser’s and Seller’s annual benefit plan enrollment periods, Purchaser may instead provide Continuing Employees with health and welfare benefits that it provides to its similarly situated employees. Any Continuing Employee who incurs a qualifying employment or termination of employment during the period commencing on the Closing Date and ending on the later of December 31, 2019 and the first anniversary of the Closing Date shall be entitled to receive the severance payments and benefits from Purchaser or its Subsidiaries as outlined in, and under the terms of, Seller’s Change of Control Severance Plan or severance benefits contained in such Continuing Employee’s employment agreement, as applicable. Seller shall deliver to Purchaser a schedule of compensation and employee and fringe benefits contemplated by this Section 9.02(b) for each Property Employee no later than ten (10) Transferred Business Days prior to the Closing DateEmployees.

Terms and Conditions of Employment. From Purchaser shall employ each of the Closing Date until the later of December 31Transferred Business Employees, 2019 and the first anniversary commencing as of the Closing Date, Purchaser and its Affiliates shall provide (or cause the Companies or their Subsidiaries to provide) each Property Employee whose employment with a Company continues on and following the Closing Date (eachin Hudson, a “Continuing Employee”) with (i) a base salary or hourly wage rate, as applicable, cash incentive compensation opportunities and target annual equity incentive compensation opportunities that areNew Hampshire, in each case, no less favorable than those provided to such Continuing Employee a similar job or position as in effect immediately prior to the Closing Date, provided, however, that the Transferred Business Employees may be assigned duties that are different than those performed on the date hereof as long as such new duties do not cause a material diminution in the authority, duties or responsibilities of the Transferred Business Employees and (iix) at a rate of pay at least equal to or greater than, (y) with severance entitlements not less favorable than, and (z) with other compensation employee benefits, perquisites and employee terms and fringe benefits conditions of employment (including healthbenefits pursuant to qualified and non-qualified retirement and savings plans, welfare medical, life insurance, disability, dental and retirement pharmaceutical plans and programs, deferred compensation arrangements and incentive compensation plans) not substantially less favorable in the aggregate than, the rate of pay, severance entitlements and other employee benefits, but excluding severance benefits, which are described in the immediately following sentence) that are no less favorable, in the aggregate, than those perquisites and terms and conditions of employment provided to such Continuing the Transferred Business Employee (regardless of whether provided by the Seller, Tyco, or an Affiliate of any of them), immediately prior to the Closing Date. For purposes of this Section 5.1, (i) “pay” shall include base salary or wages plus any commission, variable pay target bonus, incentive compensation, premium pay, overtime and shift differentials, but not stock options or other equity-based compensation; provided that(ii) in determining whether benefits, if the Closing Date occurs prior to the commencement of Purchaser’s perquisites, and Seller’s annual benefit plan enrollment periods, Purchaser may instead provide Continuing Employees with health other terms and welfare benefits that it provides to its similarly situated employees. Any Continuing Employee who incurs a qualifying termination conditions of employment during provided by Purchaser are not substantially less favorable in the period commencing on the Closing Date and ending on the later of December 31, 2019 and the first anniversary of the Closing Date shall be entitled to receive the severance payments and benefits from Purchaser or its Subsidiaries as outlined in, and under the terms of, Seller’s Change of Control Severance Plan or severance benefits contained in such Continuing Employee’s employment agreement, as applicable. Seller shall deliver to Purchaser a schedule of compensation and employee and fringe benefits contemplated by this Section 9.02(b) for each Property Employee no later aggregate than ten (10) Business Days those provided prior to the Closing Date, there shall be taken into account such cash payment provided by Purchaser in addition to pay (as defined above) to supplement benefits, perquisites, and other terms and conditions of employment; and (iii) there shall be no breach of this Section 5.1(a) if Purchaser does not grant stock options and other equity-based compensation and does not provide post-retirement health and post-retirement life insurance benefits to Transferred Business Employees; provided, however, that, if and to the extent stock options or other equity-based compensation are provided to similarly situated employees of Purchaser and its Affiliates, Purchaser shall grant (or shall cause to be granted) stock options and other equity-based compensation to Transferred Business Employees (or other long-term incentive compensation, to the extent Purchaser cannot grant such stock options or other equity-based compensation to a Transferred Business Employee pursuant to Law). Purchaser acknowledges that Purchaser shall employ all Transferred Business Employees commencing as of the Closing Date. For a period extending from the Closing Date at least through September 26, 2009 (the “Continuation Period”), Purchaser covenants and agrees to, or to cause its Affiliates to, continue to provide each Transferred Business Employee with the pay, severance, benefits, perquisites and terms and conditions of employment described in this Section 5.1(a), unless the Transferred Business Employee’s employment is sooner terminated. No provision in this Agreement shall give any Transferred Business Employee any right to continued employment with the Purchaser or impair in any way the right of the Purchaser to terminate the employment of any employee.

Terms and Conditions of Employment. From Except as otherwise provided explicitly in this Agreement, the terms of employment for each Transferred Employee shall be determined solely by BUYER’ s policies, procedures, and programs; provided, however, that BUYER agrees that each Transferred Employee shall be provided employment subject to the following terms and conditions: (a) Except as otherwise specifically provided herein, Transferred Employees shall be provided employee benefits that are no less favorable in the aggregate than those provided to similarly situated employees of BUYER. BUYER shall provide such Transferred Employees with credit for the Transferred Employee’s period of service with SELLER (including any service credited from predecessors by merger or acquisition to SELLER) towards the calculation of eligibility and vesting for such purposes as vacation, sick days, personal days, severance and other benefits, and participation and vesting in BUYER’s qualified pension and/or profit sharing 401(k) plans, as such plans may exist (but not for purposes of funding of accrued pension or profit sharing plans for such Transferred Employees with respect to any period prior to the Closing Date until Date). (b) Each Transferred Employee shall be eligible to participate in the later medical, dental, or other welfare plans of December 31BUYER, 2019 as such plans may exist, on and the first anniversary of after the Closing Date, Purchaser and its Affiliates any pre-existing conditions provisions of such plans shall provide be waived with respect to any such Transferred Employees. (or cause the Companies or their Subsidiaries to providec) each Property Employee whose employment with a Company continues on Except as provided herein, SELLER shall pay, discharge, and following the Closing Date (each, a “Continuing Employee”) with be responsible for (i) a base all salary or hourly wage rate, as applicable, cash incentive compensation opportunities and target annual equity incentive compensation opportunities that are, in each case, no less favorable than those provided to such Continuing Employee immediately prior to wages arising out of employment of the Transferred Employees through the Closing Date, and (ii) other compensation any employee benefits arising under SELLER’s employee benefit plans and employee programs prior to the Closing Date including but not limited to benefits with respect to claims incurred prior to the Closing Date but reported after the Closing Date and fringe benefits (including health, welfare and retirement benefits, but excluding severance benefits, which are described in the immediately following sentence) that are no less favorable, in the aggregate, than those provided inuring to such Continuing Employee immediately any employees who may have been on leave prior to the Closing Date; provided that. BUYER shall pay, if discharge, and be responsible for (i) all salary and wages arising out of employment of the Transferred Employees after the Closing Date occurs prior Date, and (ii) any employee benefits arising under BUYER’s employee benefit plans and employee programs after the Closing Date. From and after the Closing Date, Transferred Employees shall be considered “at will “ employees of BUYER and BUYER shall pay, discharge, and be responsible for all salary, wages, and benefits arising out of or relating to the commencement employment of Purchaser’s the Transferred Employees by BUYER from and Seller’s annual benefit plan enrollment periodsafter the Closing Date, Purchaser may instead provide Continuing Employees with health and including, without limitation, all claims for welfare benefits that it provides plans incurred on or after the Closing Date. To the extent permitted under BUYER’s applicable 401(k) plan, SELLER and BUYER shall cooperate in arranging for the transfer to its similarly situated employees. Any Continuing Employee who incurs a qualifying termination of employment during the period commencing on BUYER’s 401(k) plan, as soon as practicable after the Closing Date and ending on the later of December 31, 2019 in a manner that satisfies Sections 414(1) and the first anniversary 411(d)(6) of the Closing Date shall be entitled to receive the severance payments and benefits from Purchaser or its Subsidiaries as outlined in, and under the terms of, Seller’s Change of Control Severance Plan or severance benefits contained in such Continuing Employee’s employment agreementInternal Revenue Code, as applicable. Seller shall deliver to Purchaser a schedule amended, of compensation and employee and fringe benefits contemplated by this Section 9.02(bthose accounts held under SELLER’s 401(k) for each Property Employee no later than ten (10) Business Days prior to the Closing Dateplan on behalf of Transferred Employees.

Terms and Conditions of Employment. From (a) With respect to each Transferred Business Employee who is employed by Purchaser or any of its Affiliates (including the Closing Date until Transferred Entities) following the later of December 31, 2019 and the first anniversary of the Closing DateClosing, Purchaser and its Affiliates shall provide (or cause to be provided, for the Companies or their Subsidiaries to provide) each Property Employee whose employment with a Company continues one-year period commencing on and following the Closing Date (each, a the “Continuing EmployeeContinuation Period”) or if shorter, the duration of such Transferred Business Employee’s employment with Purchaser or any of its Affiliates (including the Transferred Entities) after the Closing, (i) a base the same wage rate or cash salary or hourly wage ratelevel in effect for such Transferred Business Employee immediately prior to the Closing, as applicable, (ii) the same target annual cash incentive compensation opportunities and target annual equity incentive compensation opportunities that are, in each case, no less favorable than those provided to effect for such Continuing Transferred Business Employee immediately prior to the Closing Date(excluding equity compensation, retention, change in control or other non-recurring compensation) and (iiiii) other compensation and employee and fringe benefits (including healthexcluding equity compensation, welfare and retirement benefitsretention, but excluding severance benefits, which are described change in the immediately following sentencecontrol or other non-recurring compensation) that are no less favorablesubstantially similar, in the aggregate, than as those provided in effect with respect to such Continuing Transferred Business Employee immediately prior to the Closing Date; provided that, if the Closing Date occurs prior (subject to the commencement of Purchaser’s and Seller’s annual benefit plan enrollment periodspreceding exclusions). Additionally, Purchaser may instead provide Continuing Employees agrees that each Transferred Business Employee shall, during the Continuation Period, be provided with health and welfare severance benefits that it provides to its similarly situated employees. Any Continuing Employee who incurs a qualifying termination of employment during the period commencing on the Closing Date and ending on the later of December 31, 2019 and the first anniversary of the Closing Date shall be entitled to receive are substantially no less favorable than the severance payments and benefits from Purchaser provided by the Transferred Entities or its Subsidiaries as outlined in, and under the terms of, Seller’s Change of Control Severance Plan Parent (or severance benefits contained in any applicable Affiliate thereof) to such Continuing Employee’s employment agreement, as applicable. Seller shall deliver to Purchaser a schedule of compensation and employee and fringe benefits contemplated by this Section 9.02(b) for each Property Transferred Business Employee no later than ten (10) Business Days immediately prior to the Closing to the extent set forth in Section 6.2(a) of the Seller Disclosure Schedule. Notwithstanding the foregoing, Purchaser shall not be prohibited by this Section 6.2 from changing other terms and conditions of employment, terminating the employment of any Transferred Business Employee, or terminating or amending any Transferred Entity Benefit Plan in accordance with its terms, following the Closing Date. Purchaser and its Affiliates shall, in addition to meeting the applicable requirements of this Article VI, comply with any additional obligations or standards arising under applicable Laws or Contracts governing the terms and conditions of employment or termination of employment of the Transferred Business Employees. (b) Parent and its Affiliates shall, reasonably in advance of the Closing Date, take all commercially reasonable actions to ensure that the employment of any Retained Parent Employees shall not be transferred to any Transferred Entity, and to the extent any such individual is employed by a Transferred Entity as of the date hereof, cause such Retained Parent Employee’s employment to be transferred to Parent or its Affiliate (other than any Transferred Entity) on or prior to the Closing at Parent’s sole expense.

Terms and Conditions of Employment. From For a period of 12 months from and after the Closing Employee Transfer Date until (the later “Covered Period”), Buyer shall cause an Acquired Company or one of December 31, 2019 and the first anniversary of the Closing Date, Purchaser and its Affiliates shall to provide (to the Transferred Employees who continue to be employed by an Acquired Company or cause the Companies or their Subsidiaries to provide) each Property Employee whose employment with a Company continues on and following the Closing Date (each, a “Continuing Employee”) with one of Buyer’s Subsidiaries: (i) a base salary or hourly wage rate, as applicable, that in each case is no less than the base salary or hourly wage rate, as applicable, provided to such Transferred Employee by Seller and its Affiliates immediately prior to the Closing, (ii) target annual cash incentive compensation opportunities that, in the aggregate, are no less favorable than the aggregate target annual cash incentive compensation opportunities in effect for such Transferred Employees immediately prior to the Closing, (iii) total target incentive compensation opportunities (including annual cash incentive compensation opportunities and long-term incentive compensation opportunities) that are no less favorable in the aggregate to the total target annual equity incentive compensation opportunities (including, without limitation, incentive compensation opportunities that areare provided in the form of equity or equity-based awards, in each casebut excluding change-of-control, no less favorable than those retention or transaction-based incentives) provided to such Continuing Employee Transferred Employees immediately prior to the Closing Date, Date and (iiiv) other compensation and employee and fringe benefits (including health, welfare and retirement benefits, but excluding severance benefits, which are described in the immediately following sentence) that are no less favorablethat, in the aggregate, than are substantially comparable to those provided to in effect for such Continuing Employee Transferred Employees immediately prior to the Closing Date; provided thatDate (other than defined benefit pension benefits, if retiree health, retiree life or other retiree benefits, nonqualified deferred compensation benefits, incentive or transaction-based compensation, or equity or equity-based compensation). Buyer’s obligations under this paragraph are expressly conditioned on Seller providing to Buyer all information reasonably necessary for Buyer to comply with the Closing Date occurs prior to the commencement obligations set forth in this Section ‎5.11(b) within a reasonable time following receipt of Purchaser’s and Seller’s annual benefit plan enrollment periods, Purchaser may instead provide Continuing Employees with health and welfare benefits that it provides to its similarly situated employees. Any Continuing Employee who incurs a qualifying termination of employment during the period commencing on the Closing Date and ending on the later of December 31, 2019 and the first anniversary of the Closing Date shall be entitled to receive the severance payments and benefits reasonable written request from Purchaser or its Subsidiaries as outlined in, and under the terms of, Seller’s Change of Control Severance Plan or severance benefits contained in such Continuing Employee’s employment agreement, as applicableBuyer. Seller shall deliver cause a portion of each outstanding and unvested award held by each Covered Employee under the Seller’s 2014 Omnibus Employee Incentive Plan and 2019 Omnibus Employee Incentive Plan (the “Equity Plans”) to Purchaser vest effective upon the applicable Employee Transfer Date such that each such Transferred Employee will have vested in the portion of the outstanding unvested award that would have vested pursuant to the terms of the applicable award agreement had the Covered Employee experienced a schedule termination of compensation his or her employment by the Seller and employee its Affiliates without cause immediately prior to such Employee Transfer Date, and fringe Seller shall settle such vested awards in accordance with the terms of the applicable award agreement. Seller shall cause all unvested accrued benefits of the Covered Employees in the Seller’s retirement plans (including the Voya Retirement Plan) and the Seller Deferred Compensation Plans to fully vest effective upon the Employee Transfer Date. For the avoidance of doubt, Seller shall not be obligated to vest any portion of the equity awards or accrued benefits contemplated by this Section 9.02(b5.11(b) for each Property Employee no later than ten in respect of any Covered Employees who don’t become Transferred Employees within twelve (1012) Business Days prior to months and five (5) days following the Closing Date.

Terms and Conditions of Employment. From the Closing Date until the later of December 31, 2019 and the first anniversary of the Closing DateWith respect to each Transferred Business Employee (other than each Transferred Business Employee covered by a CBA), Purchaser and its Affiliates shall take all action necessary (including in accordance with the Transition Services Agreement) to provide (or cause the Companies or their Subsidiaries to provide) each Property Employee whose employment with a Company continues on and following the Closing Date (eachbe provided, a “Continuing Employee”) with (i) a base salary or hourly wage rate, as applicable, cash incentive compensation opportunities and target annual equity incentive compensation opportunities that are, in each case, no less favorable than those provided to such Continuing Employee immediately prior to the Closing Date, and (ii) other compensation and employee and fringe benefits (including health, welfare and retirement benefits, but excluding severance benefits, which are described in the immediately following sentence) that are no less favorable, in the aggregate, than those provided to such Continuing Employee immediately prior to the Closing Date; provided that, if the Closing Date occurs prior to the commencement of Purchaser’s and Seller’s annual benefit plan enrollment periods, Purchaser may instead provide Continuing Employees with health and welfare benefits that it provides to its similarly situated employees. Any Continuing Employee who incurs a qualifying termination of employment during for the period commencing on the Closing Date and ending on the later of December 31, 2019 and the first anniversary of thereof (the “Continuation Period”), (a) the base wage rate or base cash salary level that is the same or greater than that in effect for such Transferred Business Employee immediately prior to the Closing, (b) target cash incentive compensation opportunities (other than equity-based, change in control and retention incentives) that are substantially the same or greater than those in effect for such Transferred Business Employee immediately prior to the Closing Date and (c) employee benefits (excluding equity or equity-based arrangements, defined benefit pension, post-employment welfare, deferred compensation, retention and transaction-based compensation or benefits) that are substantially comparable, in the aggregate, to the employee benefits provided (excluding equity or equity-based arrangements, defined benefit pension, post-employment welfare, deferred compensation, retention and transaction-based compensation or benefits) to such Transferred Business Employee immediately prior to the Closing. Additionally, Purchaser agrees that each Transferred Business Employee who is terminated other than for cause during the Continuation Period shall be entitled to receive provided with severance compensation in amount and upon and under terms and conditions that are at least as favorable as the severance payments compensation provided by the Transferred Entities or the Parent (or any applicable Affiliate thereof) to such Transferred Business Employee immediately prior to the date hereof pursuant to the Amended and benefits from Purchaser or its Subsidiaries as outlined inXxxxxxxx Xxxxxxxxx Xxxx xx XX Corporation, and under the terms of, Seller’s Change of Control PQ Severance Plan - Additional Benefits for Executives/Key Leaders spreadsheet provided in the Data Room and any statutory or customary severance benefits contained in such Continuing Employee’s employment agreementrequirements or entitlements, as applicable. Seller Notwithstanding the foregoing, Purchaser shall deliver not be prohibited by this Section 7.2 from terminating the employment of any Transferred Business Employee following the Closing Date. Notwithstanding anything in this Agreement to Purchaser the contrary, the terms and conditions of employment for any Transferred Business Employees covered by a schedule CBA shall be governed by the applicable CBA until the expiration, modification or termination of compensation such CBA in accordance with its terms or applicable Law. Prior to the Closing except as would not reasonably be expected to result in any material liability to the Transferred Entities, the Transferred Entities, Parent and employee and fringe benefits its Affiliates shall satisfy any material consent, notice, information, consultation or bargaining obligations owed to the Transferred Entity Employees or their bargaining representatives with respect to the Pre-Closing Reorganization or the transactions contemplated by this Agreement or under applicable Law and/or any applicable CBA and shall reasonably update, cooperate and consult with Purchaser with respect to the foregoing. In accordance with Section 9.02(b) for each Property Employee no later than ten (10) Business Days 6.21(a), prior to the Closing DateClosing, (a) Parent and its Affiliates will transfer the Kansas City Agreement, and (b) all related Liabilities and obligations thereunder shall be Retained Liabilities.

Terms and Conditions of Employment. From Except as otherwise provided explicitly in this Agreement, the terms of employment for each Transferred Employee shall be determined solely by Buyer's policies, procedures, and programs; provided, however, that each Transferred Employee shall be provided employment subject to the following terms and conditions: (a) Base salary shall be at least equivalent to the rate of base salary paid by Seller to such Transferred Employee as of the close of business on the day prior to the Closing Date until Date; (b) For the later remainder of December 31calendar year 2003, 2019 and Buyer shall provide such Transferred Employees with the first anniversary proportionate vacation benefits to which such employee is entitled under Buyer's existing vacation policy. Thereafter, the Transferred Employees shall be provided the same employee benefits as those provided to similarly situated employees of Buyer; (c) Following the Closing Date, Purchaser all Transferred Employees of Seller who are employed by Seller as of June 30, 2003 will be eligible to enroll in Buyer's 401(k) plan on the next available quarterly enrollment date of Buyer. Such Transferred Employee will receive credit for years of service from the most recent hire date for purposes of vesting and eligibility under Buyer's 401(k) plan, but not for benefit accrual; (d) Following the Closing Date, the Transferred Employees will be entitled to participate in Buyer's pension plan that is presently being provided to similarly situated employees of Trustmark. Such Transferred Employees will not receive credit for years of service with Seller for purposes of enrollment in Buyer's pension plan. Seller shall be responsible for notifying its Affiliates employees at the Branches of the terms of this Agreement as it relates to them and for complying with any applicable laws regarding such notices. Buyer shall provide have no responsibility for funding of accrued pension or profit sharing plans for such Transferred Employees with respect to any period prior to the Closing Date; (e) Each Transferred Employee shall be eligible to participate in the medical, dental, or cause the Companies or their Subsidiaries to provide) each Property Employee whose employment with a Company continues other welfare plans of Buyer, as such plans may exist, on and following after the Closing Date Date, and any pre-existing conditions provisions of such plans shall be waived with respect to any such Transferred Employees; (eachf) With respect to any Transferred Employee who is also a Leave Employee, upon conclusion of his or her short-term disability or temporary leave of absence, subject to the terms and conditions of the Buyer's plans and policies and applicable law, each Transferred Employee on such leave shall receive the salary in effect when he or she went on leave, shall otherwise be treated as a “Continuing Transferred Employee”, and, to the extent practicable, shall be offered by the Buyer the same or a substantially equivalent position to his or her position with Seller prior to having gone on leave; (g) with Except as provided herein, Seller shall pay, discharge, and be responsible for (i) a base all salary or hourly wage rateand wages arising out of employment of the Transferred Employees through the Closing Date, as applicable(ii) the amount of all earned time off to which the Transferred Employee is entitled to receive, cash incentive compensation opportunities which shall be paid in the final payroll check issued by Seller, and target annual equity incentive compensation opportunities that are, in each case, no less favorable than those provided to such Continuing Employee immediately (iii) any employee benefits arising under Seller's employee benefit plans and employee programs (including any and all paid vacation) prior to the Closing Date, and (ii) other compensation and employee and fringe including benefits (including health, welfare and retirement benefits, but excluding severance benefits, which are described in the immediately following sentence) that are no less favorable, in the aggregate, than those provided with respect to such Continuing Employee immediately claims incurred prior to the Closing Date; provided that, if the Closing Date occurs prior to the commencement of Purchaser’s and Seller’s annual benefit plan enrollment periods, Purchaser may instead provide Continuing Employees with health and welfare benefits that it provides to its similarly situated employees. Any Continuing Employee who incurs a qualifying termination of employment during the period commencing on the Closing Date and ending on the later of December 31, 2019 and the first anniversary of the Closing Date shall be entitled to receive the severance payments and benefits from Purchaser or its Subsidiaries as outlined in, and under the terms of, Seller’s Change of Control Severance Plan or severance benefits contained in such Continuing Employee’s employment agreement, as applicable. Seller shall deliver to Purchaser a schedule of compensation and employee and fringe benefits contemplated by this Section 9.02(b) for each Property Employee no later than ten (10) Business Days prior to but reported after the Closing Date, and benefits inuring to Leave Employees prior to any election by such Leave Employees to return to work with Buyer, and (iv) all federal and state tax reporting and filing related to items (i), (ii), and (iii) above. From and after the Closing Date, Buyer shall pay, discharge, and be responsible for all salary, wages, and benefits arising out of or relating to the employment of the Transferred Employees by Buyer from and after the Closing Date, including, without limitation, all claims for welfare benefits plans incurred on or after the Closing Date. Claims are incurred as of the date services are provided notwithstanding when the injury or illness may have occurred.

Terms and Conditions of Employment. From the Closing Date until the later of December 31, 2019 and the first anniversary Effective as of the Closing DateClosing, Purchaser and its Affiliates shall provide (or cause the Companies or their Subsidiaries to provide) each Property Employee whose employment with a Company continues on and following the Closing Date (eachTransferred Business Employee, a “Continuing Employee”) with (i) a base salary or hourly wage rate, as applicable, cash incentive compensation opportunities and target annual equity incentive compensation opportunities rate that are, in each case, is no less favorable than those provided to the base salary or wage rate as in effect for such Continuing Transferred Business Employee immediately prior to the Closing Execution Date, and (ii) other compensation and employee and fringe benefits (including health, welfare and retirement benefits, but excluding severance benefits, which are described in the immediately following sentence) that are no less favorable, in the aggregate, than those as in effect for similarly situated employees of Purchaser. In addition, for purposes of vesting, eligibility to participate, and level of benefits under the benefit plans, programs, contracts or arrangements of Purchaser or any of its subsidiaries providing benefits to any Transferred Business Employee (the “Purchaser Benefit Plans”), each Transferred Business Employee shall be credited with his or her years of service with the Company or any of its subsidiaries; provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits. In addition, and without limiting the generality of the foregoing, for purposes of each Purchaser Benefit Plan providing medical, dental, pharmaceutical and/or vision benefits to a Transferred Business Employee, Purchaser shall cause all pre-existing condition exclusions and actively-at-work requirements of such Purchaser Benefit Plan to be waived for such Transferred Business Employee and his or her covered dependents except to the extent such conditions would not have been waived or satisfied under the employee benefit plan whose coverage is being replaced under the Purchaser Benefit Plan, and Purchaser shall use commercially reasonable efforts to cause any eligible expenses incurred by a Transferred Business Employee and his or her covered dependents during the portion of such plan year in which coverage is replaced with coverage under a Purchaser Benefit Plan to be taken into account under such Purchaser Benefit Plan with respect to the plan year in which participation in such Purchaser Benefit Plan begins for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Transferred Business Employee immediately prior and his or her covered dependents for such plan year as if such amounts had been paid in accordance with such Purchaser Benefit Plan. With respect to the Closing Date; provided thateach Offer Employee, if the Closing Date occurs prior to the commencement of Purchaser’s and Seller’s annual benefit plan enrollment periods, Purchaser may instead provide Continuing Employees with health and welfare benefits that it provides to its similarly situated employees. Any Continuing Employee who incurs a qualifying termination an offer of employment during the period commencing or offer to continue employment by or on the Closing Date and ending on the later behalf of December 31, 2019 and the first anniversary Purchaser with all of the Closing Date shall be entitled to receive the severance payments and benefits from Purchaser or its Subsidiaries as outlined in, and under the foregoing terms of, Seller’s Change of Control Severance Plan or severance benefits contained set forth in such Continuing Employee’s employment agreement, as applicable. Seller shall deliver to Purchaser a schedule of compensation and employee and fringe benefits contemplated by this Section 9.02(b) for each Property Employee no later than ten (10) Business Days prior 5.12(h), which, with respect to the Closing DateOffer Employees who receive offers of employment pursuant to Section 5.12(f), is made on a timely basis pursuant to Section 5.12(f), is referred to herein as a “Compliant Offer”.

Terms and Conditions of Employment. From the Closing Date until the later With respect to each Transferred Business Employee, Parent shall maintain, for a period of December 31, 2019 and the first anniversary of at least one (1) year following the Closing Date, Purchaser and its Affiliates shall provide (or cause the Companies or their Subsidiaries to provide) each Property Employee whose employment with a Company continues on and following the Closing Date (each, a “Continuing Employee”) with (i) a at least the same wage rate or base salary or hourly wage rate, as applicable, cash incentive compensation opportunities and target annual equity incentive compensation opportunities that are, level in each case, no less favorable than those provided to effect for such Continuing Transferred Business Employee immediately prior to the Closing Date, and Closing; (ii) other target cash incentive compensation and employee and fringe benefits opportunities (including health, welfare and retirement benefits, but excluding severance benefits, which are described in the immediately following sentenceretention or transaction bonuses) for such Transferred Business Employee that are no less favorable, substantially comparable to those in the aggregate, than those provided to effect for such Continuing Transferred Business Employee immediately prior to the Closing, provided, that, with respect to any Transferred Business Employee who is a sales employee, this clause (ii) shall only be effective if such Person has been employed for a period of at least six (6) months following the Closing Date; provided (iii) all other compensation and benefits (other than severance and retention or transaction bonuses) that, if taken as a whole, have a value that is substantially comparable in the Closing Date occurs prior aggregate to the commencement of Purchaser’s and Seller’s annual benefit plan enrollment periods, Purchaser may instead provide Continuing Employees with health and welfare benefits that it provides to its similarly situated employees. Any Continuing Employee who incurs a qualifying termination of employment during the period commencing on the Closing Date and ending on the later of December 31, 2019 and the first anniversary of the Closing Date shall be entitled to receive the severance payments other compensation and benefits from Purchaser or its Subsidiaries as outlined in, (including the aggregate value of any equity awards to acquire shares of Seller held by such Transferred Business Employee that are outstanding and under the terms of, Seller’s Change of Control Severance Plan or severance benefits contained in such Continuing Employee’s employment agreement, as applicable. Seller shall deliver to Purchaser a schedule of compensation and employee and fringe benefits contemplated by this Section 9.02(b) for each Property Employee no later than ten (10) Business Days unvested immediately prior to the Closing DateDate (assuming solely for this purpose that the price per share of Seller’s stock is equal to $80.00), but excluding severance and retention or transaction bonuses) in effect for such Transferred Business Employee immediately prior to the Closing, provided, that if Parent determines to grant an award of restricted stock units to acquire shares of Parent to any such Transferred Business Employee pursuant to this clause (iii), such award shall be subject to such vesting, settlement and other terms and conditions that apply generally to employees of Parent and its Subsidiaries; and (iv) severance benefits that are no less favorable than the severance benefits in effect for similarly situated employees of Parent or its Affiliates, giving effect to such Transferred Business Employee’s service with Parent and Seller or any of its Subsidiaries; provided, that Parent retains the right to modify any of the compensation and benefits described in the foregoing clauses (i) through (iv) that apply to each Transferred Business Employee to the extent necessary to reflect any action taken by Parent that applies uniformly to situated employees of Parent and its Subsidiaries. As of and after the Closing, Parent shall provide to each Transferred Business Employee full credit for all purposes under any Transferred Benefit Plan and each employee benefit plan, policy or arrangement sponsored by Parent or any of its Affiliates in which such Transferred Business Employee is entitled to participate for such Transferred Business Employee’s service prior to the Closing with Seller or any of its Subsidiaries, to the same extent such service is recognized by Seller and its Subsidiaries immediately prior to the Closing; provided that such service shall not be credited for purposes of benefit accrual under any defined benefit pension plan or to the extent such credit would result in any duplication of compensation or benefits.

Terms and Conditions of Employment. From (a) Buyer agrees to provide, or to cause each Business Subsidiary to provide, each Transferred Employee while such Transferred Employee remains employed with Buyer or the Buyer Subsidiaries: for the period ending on December 31, 2011, employee benefits that are substantially comparable in the aggregate to the employee benefits provided immediately prior to the Closing Date; provided, that (A) the foregoing shall not apply to any Transferred Employee who is subject to a collective bargaining agreement to which any Business Subsidiary is a party and (B) notwithstanding the foregoing, until December 31, 2011, Buyer agrees to provide, or cause a Business Subsidiary to provide in all material respects, such compensation, benefits and terms of employment to Transferred Employees outside of the United States following the Closing as required by applicable Law and subject to Section 6.02(b) below. Without limiting the generality of the immediately preceding sentence, Buyer shall provide, or shall cause the Business Subsidiaries or other Affiliates to provide such cash severance pay and severance benefits provided under the terms of the Subsidiary Plans and any Employment Agreements which the Business Subsidiaries are legally bound to provide immediately prior to the Closing Date until the later of December 31, 2019 and the first anniversary of the Closing Date, Purchaser and its Affiliates shall provide (or cause the Companies or their Subsidiaries to provide) each Property any Transferred Employee whose employment with a Company continues on is terminated without cause during the period following the Closing and ending twelve (12) months following the Closing Date (each, a “Continuing Employee”) with (i) a base salary or hourly wage rate, as applicable, cash incentive compensation opportunities on terms and target annual equity incentive compensation opportunities that are, in each case, amounts no less favorable than those provided the cash severance benefits and severance benefits to which such Continuing Transferred Employee would have been entitled to, and to which the Business Subsidiaries would have been legally bound to pay, immediately prior to the Closing Date, and (ii) other compensation and employee and fringe benefits (including health, welfare and retirement benefits, but excluding severance benefits, which are described in the immediately following sentence) that are no less favorable, in the aggregate, than those provided to such Continuing Employee immediately prior to the Closing Date; provided that, if the Closing Date occurs prior to the commencement of Purchaser’s extent severance benefits include continued medical coverage, such coverage shall be as provided under New Plans and Seller’s annual benefit plan enrollment periods, Purchaser may instead provide Continuing Employees with health and welfare benefits that it provides to its similarly situated employees. Any Continuing Employee who incurs a qualifying termination of employment during not Seller Plans. (b) For the period first thirty (30) days commencing on the Closing Date (the “Seller Continuation Period”), Seller shall, or cause its Affiliates to, be responsible for providing (i) medical, dental, and vision coverage to each Transferred Employee and his/her eligible covered family members, including COBRA Continuation Coverage to individuals who incur a qualifying event within the Seller Continuation Period, and (ii) a tax gross-up to make each Transferred Employee who receives coverage whole for the tax consequences of Seller providing such coverage, including a payment in respect of all incremental taxes due as a result of any gross-up payment, and Seller shall indemnify and make Buyer whole for any Liability relating to Seller’s failure to provide such coverage. As of the expiration of the Seller Continuation Period and through the period ending on the later of December 31, 2019 and the first one (1) year anniversary of the Closing Date, Buyer shall use commercially reasonable efforts to provide, or cause the Business Subsidiaries to provide, medical, dental and vision coverage to all Transferred Employees and their eligible covered family members without any waiting period and without regard to any preexisting condition (to the extent waived under comparable Seller Plans or Subsidiary Plans or otherwise required by applicable Law). After the expiration of the Seller Continuation Period, Buyer shall assume all responsibilities related to providing COBRA Continuation Coverage to the Transferred Employees for qualifying events occurring after the Closing Date. Notwithstanding the foregoing, Transferred Employees who previously elected COBRA Continuation Coverage under Seller’s applicable plans due to the occurrence of a qualifying event occurring after the Closing Date may continue to participate in COBRA Continuation Coverage under Seller’s applicable plans in accordance with applicable law; provided, however, that all costs for such coverage incurred after the expiration of the Seller Continuation Period shall be entitled reimbursed by Buyer and Buyer shall indemnify Seller for the administrative costs related to receive the severance payments and benefits from Purchaser or its Subsidiaries as outlined in, and under the terms of, Seller’s Change of Control Severance Plan or severance benefits contained in such Continuing providing COBRA Continuation Coverage to Transferred Employees that are not otherwise covered by a Transferred Employee’s employment agreementCOBRA Continuation Coverage premiums. For the avoidance of doubt, as applicable. Seller shall deliver retain responsibility for COBRA obligations related to Purchaser a schedule of compensation and employee and fringe benefits contemplated by this Section 9.02(b) for each Property Employee no later than ten (10) Business Days qualifying events occurring on or prior to the Closing Date. (c) The Business Subsidiaries shall remain responsible for all Paid Time Off of any Transferred Employee as of the Closing Date. (d) Notwithstanding anything herein to the contrary, Buyer shall provide, or shall cause the Business Subsidiaries to provide, the bonuses or commissions earned and/or accrued in calendar year 2010 to each of the Transferred Employees (including but not limited to any retention bonuses, success bonuses, or payments pursuant to any incentive compensation plans) as set forth in Section 6.02(d) of the Disclosure Schedules. At Buyer’s written request, Seller shall promptly reimburse or advance to Buyer all amounts provided by Buyer or any of the Business Subsidiaries or other Affiliates of Buyer pursuant to this Section 6.02(d) pursuant to the agreements set forth in the “Retention/Success” subsection of Section 6.02(d) of the Disclosure Schedules, or any such amounts reasonably expected to be provided to such employees within thirty (30) days of such written request, including applicable Taxes thereon. At Seller’s written request, Buyer shall certify that all such amounts were due under such agreements and were actually paid to the relevant employee(s). Buyer shall promptly refund to Seller any payments made by Seller under this Section 6.02(d) to the extent that the amount of actual payments made by Buyer under such agreements with respect to a particular employee exceed the amount of payments or advances funded by Seller under this Section 6.02(d) with respect to such employee. (e) Notwithstanding anything herein to the contrary, Seller agrees to retain responsibility with respect to continuing long-term disability coverage (on terms substantially consistent with current coverage) to any Transferred Employee on long-term disability as of the Closing Date if coverage does not transfer with such Transferred Employee and if any new long-term disability plan adopted by a Business Subsidiary after the Closing Date does not accept the enrollment of such Transferred Employee.

Terms and Conditions of Employment. From the Closing Date until the later of December 31, 2019 and the first anniversary of the Closing Date, Purchaser and its Affiliates shall provide (or cause the Companies or their Subsidiaries to providea) each Property Employee whose employment with a Company continues on and following the Closing Date (each, a “Continuing Employee”) with (i) a base salary or hourly wage rate, as applicable, cash incentive compensation opportunities and target annual equity incentive compensation opportunities that are, in each case, no less favorable than those provided to such Continuing Employee immediately prior to the Closing Date, and (ii) other compensation and employee and fringe benefits (including health, welfare and retirement benefits, but excluding severance benefits, which are described in the immediately following sentence) that are no less favorable, in the aggregate, than those provided to such Continuing Employee immediately prior to the Closing Date; provided that, if the Closing Date occurs prior to the commencement of Purchaser’s and Seller’s annual benefit plan enrollment periods, Purchaser may instead provide Continuing Employees with health and welfare benefits that it provides to its similarly situated employees. Any Continuing Employee who incurs a qualifying termination of employment during For the period commencing beginning on the Closing Date and ending on [*], NewCo and its Subsidiaries shall provide to each Transferred Business Employee, to the later extent remaining employed by NewCo or its Subsidiaries: (i) a level of December 31base salary or hourly wages that is no less favorable than the level of base salary or hourly wages provided to such Transferred Business Employee immediately prior to the Closing; (ii) short-term target cash incentive compensation opportunity as a percentage of base salary that is no less favorable than the short-term target cash incentive compensation as a percentage of base salary provided to such Transferred Business Employee immediately prior to the Closing; and (iii) all other compensation and employee benefits, 2019 including severance, that in the aggregate are substantially similar to the other compensation and employee benefits that were provided to such Transferred Business Employee immediately prior to the first anniversary of Closing. (b) With respect to each Plan maintained by NewCo or its Subsidiaries following the Closing Date shall be entitled and in which any of the Transferred Business Employees participates (the “NewCo Plans”), for purposes of determining eligibility to receive the severance payments participate, vesting, accrual of and entitlement to benefits from Purchaser or its Subsidiaries as outlined in, and (but not for benefit accruals (x) under the terms of, Seller’s Change of Control Severance Plan or severance benefits contained in such Continuing Employee’s employment agreement, as applicable. Seller shall deliver to Purchaser a schedule of compensation and employee and fringe benefits contemplated defined benefit pension plans established by this Section 9.02(b) for each Property Employee no later than ten (10) Business Days prior to NewCo after the Closing Date, other than the NewCo U.S. DB Plan and the NewCo UK DB Plan, or (y) for frozen (whether as to new participants or benefit accruals established by NewCo after the Closing Date) post-employment or retiree welfare benefits), service with Ardagh, Element or their Affiliates (or predecessor employers to the extent Ardagh, Element or their Affiliates provides past service credit) shall be treated as service with NewCo and its Subsidiaries, except to the extent such treatment shall result in duplication of benefits. With respect to each applicable NewCo Plan, NewCo shall, and shall cause its Subsidiaries to use commercially reasonable efforts to, (i) waive, or cause the insurance carrier to waive, all eligibility waiting periods and pre-existing condition limitations to the extent waived, met or not included under a corresponding Ardagh Transferred Plan, Ardagh Retained Plan or Element Plan, (ii) credit each (c) In addition to meeting the requirements of this Section ‎6.4, NewCo and its Subsidiaries shall comply with any additional obligations or standards arising under applicable Laws governing the terms and conditions of the employment of Transferred Business Employees and provide terms and conditions of employment in a manner that does not result in any obligation, contingent or otherwise, of Ardagh or any of its Affiliates other than NewCo to pay any severance, vacation payout, termination indemnity, termination related payment or other similar benefit (including such benefits required under applicable Laws) to any Transferred Business Employee.

Terms and Conditions of Employment. From the Closing Date until the later With respect to each Transferred Business Employee who is not covered by a Collective Bargaining Agreement, Purchaser shall, or shall cause its Affiliates to, provide, for a period of December 31, 2019 and the first anniversary of at least twelve (12) months following the Closing Date, Purchaser and its Affiliates shall provide (or cause the Companies or their Subsidiaries to provide) each Property Employee whose employment with a Company continues on and following the Closing Date (each, a “Continuing Employee”) with such longer period as required by applicable Law: (i) a the same wage rate or base salary or hourly wage rate, as applicable, level in effect for such Transferred Business Employee immediately prior to the Closing; (ii) target cash incentive compensation opportunities and target annual equity incentive compensation opportunities for such Transferred Business Employee that are, in each case, no less favorable than those in effect immediately prior to the Closing (it being understood that long-term cash incentive awards having comparable value, terms and conditions may be provided to in lieu of equity-based awards; and (iii) employee benefits that are no less favorable in the aggregate than those in effect for such Continuing Transferred Business Employee immediately prior to the Closing Dateand listed on Schedule 3.13(b) of the Seller Disclosure Schedules. Seller shall use commercially reasonable efforts to provide Purchaser, at Purchaser’s reasonable request, with documents and (iiinformation reasonably necessary for Purchaser to fulfill its obligations under Section 5.7, including to provide for participation by Business Employees in benefit plans of Purchaser as of the Closing. Purchaser shall, or shall cause its Affiliates to, provide severance protections as set forth on Section 5.7(c) other compensation and employee and fringe of the Seller Disclosure Schedules. In addition, with respect to Business Employees located outside of the United States, to the extent a Business Employee would be eligible to receive severance benefits under applicable law or local severance practices or for the CEO under the applicable agreements (including healthSection 14A of the CEO Employment Agreement) if Purchaser failed to offer or maintain certain terms or conditions of such Business Employee’s employment, welfare and retirement benefits, but excluding severance benefits, which are described in the immediately following sentencePurchaser shall either (a) that are no less favorable, in the aggregate, than those provided make an offer of employment to such Continuing Business Employee immediately prior on terms and conditions that would not trigger severance-eligibility for such Business Employee, or (b) Purchaser will absorb (or, if applicable, reimburse Seller for) the cost of such severance obligation for such Business Employee. For the avoidance of doubt, nothing in this Section 5.7(c) or Section 5.7(g) below is meant to allow the CEO, any Business Employee or any Transferred Business Employee to receive duplicate severance or severance from multiple sources. Notwithstanding anything to the Closing Date; provided thatcontrary contained in this Agreement, if the Closing Date occurs prior to the commencement Seller shall promptly reimburse Purchaser for any severance that becomes due as of result of Purchaser’s and Seller’s annual benefit plan enrollment periods, Purchaser may instead provide Continuing Employees with health and welfare benefits that it provides to its similarly situated employees. Any Continuing Employee who incurs a qualifying termination of employment during of any PH Employee that occurs between the period commencing on the six month anniversary of Closing Date and ending on the later of December 31, 2019 and the first anniversary of the Closing Date shall be entitled to receive the severance payments and benefits from Purchaser or its Subsidiaries as outlined in, and under the terms of, Seller’s Change of Control Severance Plan or severance benefits contained in such Continuing Employee’s employment agreement, as applicable. Seller shall deliver to Purchaser a schedule of compensation and employee and fringe benefits contemplated by this Section 9.02(b) for each Property Employee no later than ten (10) Business Days prior to the Closing DateClosing.

Terms and Conditions of Employment. From the Closing Date until the later of December 31, 2019 and the first anniversary of the Closing DateWith respect to each Transferred Business Employee, Purchaser and its Affiliates shall take all action necessary (including in accordance with the Transition Services Agreement) to provide (or cause the Companies or their Subsidiaries to provide) each Property Employee whose employment with a Company continues on and following the Closing Date (eachbe provided, a “Continuing Employee”) with (i) a base salary or hourly wage rate, as applicable, cash incentive compensation opportunities and target annual equity incentive compensation opportunities that are, in each case, no less favorable than those provided to such Continuing Employee immediately prior to the Closing Date, and (ii) other compensation and employee and fringe benefits (including health, welfare and retirement benefits, but excluding severance benefits, which are described in the immediately following sentence) that are no less favorable, in the aggregate, than those provided to such Continuing Employee immediately prior to the Closing Date; provided that, if the Closing Date occurs prior to the commencement of Purchaser’s and Seller’s annual benefit plan enrollment periods, Purchaser may instead provide Continuing Employees with health and welfare benefits that it provides to its similarly situated employees. Any Continuing Employee who incurs a qualifying termination of employment during the period commencing on the Closing Date and ending on the later of December 31, 2019 and 2021 (or, if shorter, the first anniversary period of employment of the applicable Transferred Business Employee) (the “Continuation Period”), (a) the same wage rate or cash salary level in effect for such Transferred Business Employee immediately prior to the Closing, (b) substantially comparable annual cash incentive target opportunities (other than equity or equity-based incentives or long-term incentives) as in effect for such Transferred Business Employee immediately prior to the Closing Date shall and (c) for the Transferred Business Employees as a group (determined according to country jurisdiction) employee benefits (excluding any defined benefit pension, equity or equity-based, nonqualified deferred compensation, or post-termination or retiree health or welfare benefits) that are substantially comparable, in the aggregate, to the employee benefits (excluding any defined pension, equity or equity-based, nonqualified deferred compensation plan, or post-termination or retiree health or welfare benefits) provided to such Transferred Business Employees under the applicable Benefit Plans in effect immediately prior to the Closing. Additionally, Purchaser agrees that each Transferred Business Employee shall, during the Continuation Period, be entitled to receive provided with severance benefits in amount and upon and under terms, conditions and provisions that are at least as favorable as the severance payments and benefits from Purchaser or its Subsidiaries as outlined in, and provided under the terms of, Seller’s Change of Control Severance applicable Benefit Plan or providing severance benefits contained in such Continuing Employee’s employment agreementset forth on Section 4.11(a) of Section 7.2 of the Parent Disclosure Schedule, as applicable. Seller shall deliver a copy of which has been provided to Purchaser a schedule of compensation and employee and fringe benefits contemplated by this Section 9.02(b) for each Property Employee no later than ten (10) Business Days prior to the Closing Date. Notwithstanding the foregoing, the compensation and benefits provided to any Transferred Business Employee whose employment is the subject of a collective bargaining agreement shall be controlled solely by the terms of the applicable collective bargaining agreement. Notwithstanding the foregoing, Purchaser shall not be prohibited by this Section 7.2 from terminating the employment of any Transferred Business Employee following the Closing Date. Purchaser and its Affiliates shall, in addition to meeting the applicable requirements of this Article VII, comply with (i) any additional obligations or standards arising under applicable Laws and (ii) the terms of those Contracts set forth on Section 4.11(a) of the Parent Disclosure Schedule governing the terms and conditions of employment or termination of employment of the Transferred Business Employees.

Terms and Conditions of Employment. From the Closing Date until the later of December 31, 2019 and the first anniversary of the Closing DateWith respect to each Transferred Employee, Purchaser and its Affiliates shall take all action necessary (including in accordance with the Transition Services Agreement) to provide (or cause the Companies or their Subsidiaries to provide) each Property Employee whose employment with a Company continues on and following the Closing Date (eachbe provided, a “Continuing Employee”) with (i) a base salary or hourly wage rate, as applicable, cash incentive compensation opportunities and target annual equity incentive compensation opportunities that are, in each case, no less favorable than those provided to such Continuing Employee immediately prior to the Closing Date, and (ii) other compensation and employee and fringe benefits (including health, welfare and retirement benefits, but excluding severance benefits, which are described in the immediately following sentence) that are no less favorable, in the aggregate, than those provided to such Continuing Employee immediately prior to the Closing Date; provided that, if the Closing Date occurs prior to the commencement of Purchaser’s and Seller’s annual benefit plan enrollment periods, Purchaser may instead provide Continuing Employees with health and welfare benefits that it provides to its similarly situated employees. Any Continuing Employee who incurs a qualifying termination of employment during for the period commencing on the Closing Date and ending on the later of December 31, 2019 and the first anniversary thereof, for each Transferred Employee, (i) severance benefits substantially similar to the severance benefits provided by the Osmotica Pharmaceuticals PLC Severance Plan as in effect for such Transferred Employee immediately prior to the Closing, (ii) so long as such Transferred Employee is employed by Purchaser or its relevant Affiliate, cash compensation substantially similar in the aggregate to the cash compensation in effect for such Transferred Employee immediately prior to the Closing and (iii) so long as such Transferred Employee is employed by Purchaser or its relevant Affiliate, other employee benefits that are substantially comparable, in the aggregate, to those provided or made available to similarly situated employees of Purchaser. Purchaser shall pay or cause to be paid to each Transferred Employee a bonus amount in respect of calendar year 2021of not less than the prorated portion of such Transferred Employee’s target bonus opportunity as in effect as of Closing for calendar year 2021 (as set forth in Section 7.1(b) of the Seller Disclosure Schedule) applicable to the period commencing January 1, 2021 through the Closing Date (the “Pre- Closing Period”). The prorated bonus for the Pre-Closing Period shall be entitled paid to receive the severance payments and benefits from Purchaser or its Subsidiaries as outlined in, and under the terms of, Seller’s Change of Control Severance Plan or severance benefits contained in such Continuing Employee’s employment agreement, as applicable. Seller shall deliver to Purchaser a schedule of compensation and employee and fringe benefits contemplated by this Section 9.02(b) for each Property eligible Transferred Employee no later than ten (10) Business Days prior the date Purchaser pays annual bonuses for Purchaser’s similarly situated employees with respect to the Closing Datesecond half of calendar year 2021. [REDACTED]. Purchaser and its Affiliates shall, in addition to meeting the applicable requirements of this Section 7.1, comply with any additional obligations or standards arising under applicable Laws.

Terms and Conditions of Employment. From the Closing Date until the later of December 31Buyer shall, 2019 and the first anniversary of the Closing Date, Purchaser and or shall cause its Affiliates shall to, provide (or cause the Companies or their Subsidiaries to provide) each Property Employee whose employment with a Company continues on and Transferred Business Employee, for at least one year immediately following the Closing Date (each, a “Continuing or if earlier the termination date of an applicable Transferred Business Employee”) with (ia) a base salary or hourly wage rate, as applicable, cash incentive compensation opportunities and target annual equity incentive compensation opportunities that are, in each case, are no less favorable than those provided to in effect for each such Continuing Transferred Business Employee immediately prior to the Closing Date, and (iib) other short-term incentive compensation and employee and fringe benefits (including health, welfare and retirement benefits, but excluding severance benefits, which are described in the immediately following sentence) opportunities that are no less favorable, in the aggregate, than those provided to such Continuing Transferred Business Employee immediately prior to the Closing Date; provided that, if (c) employee benefits (other than any Excluded Benefits) under plans, programs and arrangements, that provide benefits to each such Transferred Business Employee that are substantially comparable, in the Closing Date occurs prior aggregate, to the commencement of Purchaser’s and Seller’s annual benefit plan enrollment periods, Purchaser may instead provide Continuing those in effect for such Transferred Business Employees with health and welfare benefits that it provides to its similarly situated employees. Any Continuing Employee who incurs a qualifying termination of employment during the period commencing on the Closing Date and ending on the later of December 31, 2019 and the first anniversary of the Closing Date shall be entitled to receive the severance payments and benefits from Purchaser or its Subsidiaries as outlined in, and under the terms of, Seller’s Change of Control Severance Plan or severance benefits contained in such Continuing Employee’s employment agreement, as applicable. Seller shall deliver to Purchaser a schedule of compensation and employee and fringe benefits contemplated by this Section 9.02(b) for each Property Employee no later than ten (10) Business Days immediately prior to the Closing DateDate (and, for the avoidance of doubt, cash may be provided as needed to satisfy this obligation), or (z) some combination thereof, (d) the same or substantially similar job title, job duties and work location (within a 15-mile radius or such shorter distance required by applicable Law in order to avoid the imposition of severance or other termination obligations) as those provided to such Transferred Business Employee immediately prior to the Closing, (e) for each Non-US Transferred Business Employee, other terms and conditions of employment (including seniority and other service credit) and types and amounts of other compensation and benefits that are substantially comparable, in the aggregate, to such Non-US Transferred Business Employees immediately prior to the Closing Date (and, for the avoidance of doubt, cash may be provided as needed to satisfy this obligation), and (f) severance or termination benefits that are no less favorable than those severance or termination benefits applicable to such similarly-situated employees of Buyer and its Affiliates, taking into account such Transferred Business Employee’s additional period of service and increases (but not decreases) in compensation following the Closing. The Buyer and its Affiliates shall, in addition to meeting the applicable requirements of this Section 7.2, comply with any additional obligations or standards arising under applicable Laws, Contracts or Transferred Benefit Plans, in each case, governing the terms and conditions of employment or termination of employment of the Transferred Business Employees.

Terms and Conditions of Employment. From the Closing Date until the later For a period of December 31, 2019 12 months from and the first anniversary of the Closing Date, Purchaser and its Affiliates shall provide (or cause the Companies or their Subsidiaries to provide) each Property Employee whose employment with a Company continues on and following after the Closing Date (eachthe “Covered Period”), a “Continuing Employee”) with Buyer Parent shall cause an Acquired Company or one of its Subsidiaries to provide to each Covered Employee who continues to be employed by an Acquired Company or one of Buyer Parent’s Subsidiaries: (i) a base salary or hourly wage rate, as applicable, that is no less than the base salary or hourly wage rate, as applicable, provided to such Covered Employee by Seller and its Affiliates immediately prior to the Closing, (ii) annual cash incentive compensation opportunities that are no less favorable to the Covered Employee than the annual cash incentive compensation opportunities in effect for such Covered Employee immediately prior to the Closing, (iii) total compensation opportunities (including annual base salary or hourly wage rate, annual cash incentive compensation opportunities and target annual equity long-term incentive compensation opportunities) of equivalent value to the total compensation opportunities (including, without limitation, the value of any incentive compensation opportunities that are, are provided in each case, no less favorable than those the form of equity or equity-based awards) provided to such Continuing Employee immediately prior to the Closing Date, and (ii) other compensation and employee and fringe benefits (including health, welfare and retirement benefits, but excluding severance benefits, which are described in the immediately following sentence) that are no less favorable, in the aggregate, than those provided to such Continuing Covered Employee immediately prior to the Closing Date; provided and (iv) employee benefits that, if in the Closing Date occurs aggregate, are of substantially equivalent value to each such Covered Employee to those in effect for such Covered Employee immediately prior to the commencement of Purchaser’s and Seller’s annual benefit plan enrollment periods, Purchaser may instead provide Continuing Employees with health and welfare benefits that it provides to its similarly situated employees. Any Continuing Employee who incurs a qualifying termination of employment during the period commencing on the Closing Date and ending as set forth on the later of December 31, 2019 and the first anniversary Section 3.9(a) of the Closing Date Seller Disclosure Schedule (other than defined benefit pension benefits, retiree health, retiree life or other retiree welfare benefits, nonqualified deferred compensation benefits or equity or equity-based compensation); provided, however, that, Buyer Parent shall be entitled deemed to receive not be in breach of its obligations under this clause (iv) to the severance payments extent it uses commercially reasonable efforts to procure benefits of equivalent value but is not able to do so because equivalent benefits are not available on commercially reasonable terms to an employer group of comparable size to the Buyer and benefits from Purchaser or its Subsidiaries as outlined in, and under it actually provides the terms ofmaximum available benefits that its commercially reasonable efforts are able to procure on commercially reasonable terms. For the avoidance of doubt, Seller’s Change employee stock purchase plan shall not be taken into account for purposes of Control Severance Plan this Section 5.12(b). Notwithstanding the foregoing, to the extent any Covered Employee accepts an offer of employment from Reinsurer Parent or severance benefits contained in any of its Subsidiaries, Reinsurer Parent or such Continuing Employee’s employment agreement, as applicable. Seller Subsidiary shall deliver not be required to Purchaser a schedule of provide compensation and employee and fringe benefits contemplated by consistent with the provisions of this Section 9.02(b5.12; provided, however, that any Covered Employee who receives an offer of employment from Reinsurer Parent or any Subsidiary thereof (other than Buyer and its Subsidiaries) and rejects such offer and whose employment is subsequently terminated by Buyer or one of its Subsidiaries (including an Acquired Company) shall remain eligible for each Property Employee no later than ten the severance pay and benefits described in this Section 5.12(b) (10) Business Days prior to the Closing Dateextent he or she otherwise qualifies for such benefits). Buyer Parent’s obligations under this paragraph are expressly conditioned on Seller providing to Buyer all information reasonably necessary for Buyer Parent to comply with the obligations set forth in this Section 5.12(b) within a reasonable time following receipt of a reasonable written request from Buyer.

Terms and Conditions of Employment. From Except as otherwise provided explicitly in this Agreement, the terms of employment for each Transferred Employee shall be determined solely by BUYER' s policies, procedures, and programs; provided, however, that BUYER agrees that each Transferred Employee shall be provided employment subject to the following terms and conditions: (a) Except as otherwise specifically provided herein, Transferred Employees shall be provided employee benefits that are no less favorable in the aggregate than those provided to similarly situated employees of BUYER. BUYER shall provide such Transferred Employees with credit for the Transferred Employee's period of service with SELLER (including any service credited from predecessors by merger or acquisition to SELLER) towards the calculation of eligibility and vesting for such purposes as vacation, sick days, personal days, severance and other benefits, and participation and vesting in BUYER's qualified pension and/or profit sharing 401(k) plans, as such plans may exist (but not for purposes of funding of accrued pension or profit sharing plans for such Transferred Employees with respect to any period prior to the Closing Date until Date). (b) Each Transferred Employee shall be eligible to participate in the later medical, dental, or other welfare plans of December 31BUYER, 2019 as such plans may exist, on and the first anniversary of after the Closing Date, Purchaser and its Affiliates any pre-existing conditions provisions of such plans shall provide be waived with respect to any such Transferred Employees. (or cause the Companies or their Subsidiaries to providec) each Property Employee whose employment with a Company continues on Except as provided herein, SELLER shall pay, discharge, and following the Closing Date (each, a “Continuing Employee”) with be responsible for (i) a base all salary or hourly wage rate, as applicable, cash incentive compensation opportunities and target annual equity incentive compensation opportunities that are, in each case, no less favorable than those provided to such Continuing Employee immediately prior to wages arising out of employment of the Transferred Employees through the Closing Date, and (ii) other compensation any employee benefits arising under SELLER's employee benefit plans and employee programs prior to the Closing Date including but not limited to benefits with respect to claims incurred prior to the Closing Date but reported after the Closing Date and fringe benefits (including health, welfare and retirement benefits, but excluding severance benefits, which are described in the immediately following sentence) that are no less favorable, in the aggregate, than those provided inuring to such Continuing Employee immediately any employees who may have been on leave prior to the Closing Date; provided that. BUYER shall pay, if discharge, and be responsible for (i) all salary and wages arising out of employment of the Transferred Employees after the Closing Date occurs prior Date, and (ii) any employee benefits arising under BUYER's employee benefit plans and employee programs after the Closing Date. From and after the Closing Date, Transferred Employees shall be considered "at will " employees of BUYER and BUYER shall pay, discharge, and be responsible for all salary, wages, and benefits arising out of or relating to the commencement employment of Purchaser’s the Transferred Employees by BUYER from and Seller’s annual benefit plan enrollment periodsafter the Closing Date, Purchaser may instead provide Continuing Employees with health and including, without limitation, all claims for welfare benefits that it provides plans incurred on or after the Closing Date. To the extent permitted under BUYER's applicable 401(k) plan, SELLER and BUYER shall cooperate in arranging for the transfer to its similarly situated employees. Any Continuing Employee who incurs a qualifying termination of employment during the period commencing on BUYER's 401(k) plan, as soon as practicable after the Closing Date and ending on the later of December 31, 2019 in a manner that satisfies Sections 414(1) and the first anniversary 411(d)(6) of the Closing Date shall be entitled to receive the severance payments and benefits from Purchaser or its Subsidiaries as outlined in, and under the terms of, Seller’s Change of Control Severance Plan or severance benefits contained in such Continuing Employee’s employment agreementInternal Revenue Code, as applicable. Seller shall deliver to Purchaser a schedule amended, of compensation and employee and fringe benefits contemplated by this Section 9.02(bthose accounts held under SELLER's 401(k) for each Property Employee no later than ten (10) Business Days prior to the Closing Dateplan on behalf of Transferred Employees.

Terms and Conditions of Employment. From the Closing Date until the later of December 31, 2019 and the first anniversary Effective as of the Closing Dateand for a period of twelve (12) months thereafter (the “Benefit Continuation Period”), Purchaser and its Affiliates shall provide (or cause including in the Companies or their Subsidiaries to provide) each Property case of any Transferred Business Employee whose employment with a Company continues on and following transfers to or who accepts an offer of employment from the Closing Date (eachapplicable PEO), a “Continuing or shall cause its applicable Subsidiary to provide, to each Transferred Business Employee”) with , (i) a base salary or hourly wage rate, as applicable, cash incentive compensation opportunities and target annual equity incentive compensation opportunities rate that are, in each case, is no less favorable than those provided to the base salary or wage rate as in effect for such Continuing Transferred Business Employee immediately prior to the Closing DateClosing, and (ii) other total annual compensation (taking into account base salary or wage rate, target annual bonus opportunity and annual equity compensation opportunity (with the annual equity compensation opportunity measured based on the grant date value of such awards, with the grant date value determined by Purchaser on a basis consistent with how Purchaser determines grant date value for equity awards granted to similarly situated employees of Purchaser) that is no less favorable, in the aggregate, than as in effect for such Transferred Business Employee immediately prior to the Closing, (iii) employee and fringe benefits (including healthexcluding severance, welfare base salary, wage rate, target bonus opportunity and retirement benefits, but excluding severance benefits, which are described in the immediately following sentenceequity compensation) that are no less favorable, in the aggregate, than those provided to as in effect for similarly situated employees of Purchaser, (iv) severance benefits that are no less favorable than the severance benefits as set forth on Section 5.6(i) of the Seller Disclosure Letter and (v) a work location that is within fifty (50) miles of such Continuing Employee Transferred Business Employee’s work location immediately prior to the Closing Date; provided thatClosing. With respect to each Offer Employee, if the Closing Date occurs prior to the commencement of Purchaser’s and Seller’s annual benefit plan enrollment periods, Purchaser may instead provide Continuing Employees with health and welfare benefits that it provides to its similarly situated employees. Any Continuing Employee who incurs a qualifying termination an offer of employment during the period commencing or offer to continue employment by or on the Closing Date and ending on the later behalf of December 31, 2019 and the first anniversary Purchaser with all of the Closing Date shall be entitled foregoing terms set forth in this Section (i) which, with respect to Offer Employees who receive the severance payments and benefits from offers of employment pursuant to Section 5.6(f) (i.e., other than TUD Employees whose employment transfers to Purchaser or any of its Subsidiaries or the applicable PEO pursuant to Section 5.6(e)), is made on a timely basis pursuant to 5.6(f), is referred to herein as outlined in, and under the terms of, Seller’s Change of Control Severance Plan or severance benefits contained in such Continuing Employee’s employment agreement, as applicable. Seller shall deliver to Purchaser a schedule of compensation and employee and fringe benefits contemplated by this Section 9.02(b) for each Property Employee no later than ten (10) Business Days prior to the Closing Date“Compliant Offer”.

Terms and Conditions of Employment. From the Closing Date until the later of December 31, 2019 and the first anniversary of the Closing DateWith respect to each Transferred Business Employee, Purchaser and its Affiliates shall take all actions reasonably necessary to provide (or cause the Companies or their Subsidiaries to provide) each Property Employee whose employment with a Company continues on and following the Closing Date (eachbe provided, a “Continuing Employee”) with (i) a base salary or hourly wage rate, as applicable, cash incentive compensation opportunities and target annual equity incentive compensation opportunities that are, in each case, no less favorable than those provided to such Continuing Employee immediately prior to the Closing Date, and (ii) other compensation and employee and fringe benefits (including health, welfare and retirement benefits, but excluding severance benefits, which are described in the immediately following sentence) that are no less favorable, in the aggregate, than those provided to such Continuing Employee immediately prior to the Closing Date; provided that, if the Closing Date occurs prior to the commencement of Purchaser’s and Seller’s annual benefit plan enrollment periods, Purchaser may instead provide Continuing Employees with health and welfare benefits that it provides to its similarly situated employees. Any Continuing Employee who incurs a qualifying termination of employment during for the period commencing on the Closing Date and ending on the later earlier of December (x) December, 31, 2019 and 2024 or (y) the first anniversary Transferred Business Employee’s termination of employment (the “Continuation Period”), (i) not less than the same hourly wage rate or base salary in effect for each such Transferred Business Employee immediately prior to the Closing, (ii)cash incentive compensation opportunities that are substantially comparable to those set forth on Section 7.2(i) of the Closing Date shall be entitled Parent Disclosure Schedule (excluding, for the avoidance of doubt, equity and equity-based, retention, or transaction-based opportunities), as in effect for each such Transferred Business Employee immediately prior to receive the severance payments and benefits from Purchaser or its Subsidiaries as outlined inClosing, and under (iii) employee benefits that are substantially comparable, in the terms ofaggregate, Seller’s Change of Control Severance Plan or severance benefits contained to those in such Continuing Employee’s employment agreement, as applicable. Seller shall deliver effect with respect to Purchaser a schedule of compensation and employee and fringe benefits contemplated by this Section 9.02(b) for each Property Transferred Business Employee no later than ten (10) Business Days immediately prior to the Closing (excluding the Excluded Benefits (as defined below) and any benefits under any defined contribution plan). For the avoidance of doubt, Purchaser and its Affiliates shall not be obligated to provide or provide any substitute or replacement plan or program for any of the following opportunities or plans to the Transferred Business Employees on the same basis as was provided to such employees immediately prior to the Closing: employee stock purchase plan participation, transaction or retention bonuses, long-term cash incentive opportunities, equity or equity-based incentives, deferred compensation plans, defined benefit pension plans, retiree life insurance, or supplemental retirement plans (the “Excluded Benefits”). Additionally, Purchaser agrees to provide, or cause one of its Affiliates to provide, each Transferred Business Employee, whose employment is terminated during the Continuation Period, subject to the Transferred Business Employee’s execution without revocation, of a general release of claims against Purchaser, Sellers and their respective Affiliates, (x) with respect to the Key Employees, by Purchaser or one of its Affiliates without cause or due to the Transferred Business Employee’s resignation for Good Reason or (y) with respect to any Transferred Business Employee that is not a Key Employee, by Purchaser or one of its Affiliates without cause, in either case, under circumstances triggering severance under the applicable arrangement, with severance and/or termination pay and benefits (i) (I) for Transferred Business Employees not covered by clause (II), that is substantially comparable to the severance and/or termination pay and benefits that each Transferred Business Employee would be eligible to receive under Purchaser’s severance guidelines, or (II) with respect to any Transferred Business Employees that are listed on Section 7.2(ii) of the Parent Disclosure Schedule, in accordance with the severance and/or termination pay and benefits set forth on Section 7.2(ii) of the Parent Disclosure Schedule, and (ii) if greater, as required by applicable Law. Notwithstanding the foregoing, Purchaser and its Affiliates shall not be prohibited by this Section 7.2 from terminating the employment of any Transferred Business Employee following the Closing Date.

Terms and Conditions of Employment. From With respect to each Transferred Business Employee, Purchaser shall take all action necessary to provide or cause to be provided, for the period commencing on the Closing Date until and ending on the later of December 31second anniversary thereof, 2019 and (a) the first anniversary of the Closing Date, Purchaser and its Affiliates shall provide (same wage rate or cause the Companies or their Subsidiaries to provide) each Property Employee whose employment with a Company continues on and following the Closing Date (each, a “Continuing Employee”) with (i) a base salary or hourly wage ratesalary, as applicable, cash incentive compensation opportunities and in effect for such Transferred Business Employee immediately prior to the Closing, (b) target annual equity short-term incentive compensation opportunities that are, in each case, are no less favorable in the aggregate than those provided the target short-term incentive compensation opportunities as in effect for such Transferred Business Employee immediately prior to the Closing, (c) target long-term incentive compensation opportunities that are no less favorable in the aggregate than the target long-term incentive compensation opportunities as in effect for such Continuing Transferred Business Employee immediately prior to the Closing Date(provided that, in lieu of equity-based incentives, Purchaser may instead provide Transferred Business Employees with cash-based incentives), (d) severance benefits in amount and upon and under terms, conditions and provisions that are at least as favorable as the severance benefits provided by any Transferred Entity, Seller or any applicable Affiliate of Seller to such Transferred Business Employee immediately prior to the Closing and (iie) other compensation and employee and fringe benefits (including health, welfare and retirement benefits, but excluding severance benefits, which are described in the immediately following sentence) that are no less favorable, in the aggregate, than those provided in effect with respect to such Continuing Transferred Business Employee immediately prior to the Closing Date; provided thatClosing. Purchaser and its Affiliates shall, if in addition to meeting the Closing Date occurs prior to applicable requirements of Article VII, comply with any additional obligations or standards arising under applicable Laws or Contracts governing the commencement terms and conditions of Purchaser’s and Seller’s annual benefit plan enrollment periods, Purchaser may instead provide Continuing Employees with health and welfare benefits that it provides to its similarly situated employees. Any Continuing Employee who incurs a qualifying employment or termination of employment during the period commencing on the Closing Date and ending on the later of December 31, 2019 and the first anniversary of the Closing Date shall be entitled Transferred Business Employees and offer or provide such terms and conditions as are necessary to receive prevent triggering severance, redundancy, termination or similar payments or benefits to Transferred Business Employees as a result of the severance payments and benefits from Purchaser or its Subsidiaries as outlined in, and under the terms of, Seller’s Change of Control Severance Plan or severance benefits contained in such Continuing Employee’s employment agreement, as applicable. Seller shall deliver to Purchaser a schedule of compensation and employee and fringe benefits transactions contemplated by this Section 9.02(b) for each Property Employee no later than ten (10) Business Days prior to the Closing DateAgreement.

Terms and Conditions of Employment. From the Closing Date until the later Purchaser covenants and agrees to continue to provide each Transferred Employee who is not covered by a Collective Bargaining Agreement, for a period of December 31, 2019 and the first anniversary of the Closing Date, Purchaser and its Affiliates shall provide (or cause the Companies or their Subsidiaries to provide) each Property Employee whose employment with a Company continues on and at least 12 months following the Closing Date (each, a “Continuing or until such Transferred Employee”’s employment sooner terminates) with the following terms and conditions of employment: (i) substantially comparable job or position and a base salary or hourly wage rate, as applicable, cash incentive compensation opportunities and target annual equity incentive compensation opportunities that are, in each case, primary work location no less favorable more than those provided to 50 miles from such Continuing Employee Transferred Employee’s primary work location immediately prior to the Closing Date, and ; (ii) other compensation and employee and fringe benefits (including health, welfare and retirement benefits, but excluding severance benefits, which are described in the immediately following sentence) pay that are is no less favorable, in the aggregate, favorable than those as provided to such Continuing Transferred Employee immediately prior to the Closing Date; provided thatthat for purposes of the foregoing, if the Closing Date occurs prior “pay” shall include base salary or wages plus any commission, variable pay target bonus, incentive compensation, premium pay, overtime and shift differentials, but not stock options or other equity-based compensation; (iii) severance entitlements as set forth in ‎Section 5.5(e) below; (iv) equity-based compensation no less favorable than as provided to the commencement of Purchaser’s and Seller’s annual benefit plan enrollment periods, Purchaser may instead provide Continuing Employees with health and welfare benefits that it provides to its similarly situated employees. Any Continuing Employee who incurs a qualifying termination of employment during the period commencing on the Closing Date and ending on the later of December 31, 2019 and the first anniversary of the Closing Date shall be entitled to receive the severance payments and benefits from Purchaser or its Subsidiaries as outlined in, and under the terms of, Seller’s Change of Control Severance Plan or severance benefits contained in such Continuing Employee’s employment agreement, as applicable. Seller shall deliver to Purchaser a schedule of ; and (v) other compensation and employee benefits that are substantially comparable in the aggregate to the other compensation and fringe employee benefits contemplated by this Section 9.02(b) for each Property provided to such Transferred Employee no later than ten (10) Business Days immediately prior to the Closing Date. With respect to each Transferred Employee who holds an equity incentive award that was granted under a Business Benefit Plan and that is fully or partially forfeited as a result of the transactions contemplated by this Agreement, Purchaser shall grant such Transferred Employee a replacement award (or awards) that is/are substantially comparable to such forfeited award (or the forfeited portion thereof) in terms of value, duration of vesting period (which shall not exceed the vesting period of the forfeited award), forfeiture provisions, and such other terms as may be material; provided that Purchaser may determine that such replacement award shall be denominated in cash.