Common use of Employee Matters Clause in Contracts

Employee Matters. (a) As soon as administratively practicable after the Effective Time, Purchaser shall take all reasonable action so that employees of Company and its Subsidiaries shall be entitled to participate in each Purchaser Benefit Plan of general applicability with the exception of any plan frozen to new participants (collectively, the “Purchaser Eligible Plans”) to the same extent as similarly-situated employees of Purchaser and its Subsidiaries, it being understood that inclusion of the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any of the Company Benefit Plans in accordance with and to the extent permitted by their terms at any time permitted by such terms.

Employee Matters. (a) As soon Parent shall, or shall cause the Surviving Corporation or its Subsidiaries, to ensure that, as administratively practicable after of the Effective Time, Purchaser shall take each Continuing Employee receives full credit for all reasonable action so that employees of Company and its Subsidiaries shall be entitled to participate in each Purchaser Benefit Plan of general applicability purposes for service with the exception of any plan frozen to new participants (collectively, the “Purchaser Eligible Plans”) to the same extent as similarly-situated employees of Purchaser and its Subsidiaries, it being understood that inclusion of the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or anypredecessor employers to the extent the Company provides such past service credit) employer contributions under the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or other benefit subsidies any Affiliate of the Surviving Corporation, as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan applicable, in which employees such employee is eligible to participate for purposes of Company and its Subsidiaries are eligible eligibility to participate, entitlement to recognizebenefits, for purposes vesting and determination of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service level of such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, benefits; provided, however, that such service credit shall not be recognized provided (i) to the extent that such recognition credit would result in a duplication of benefits. Except for , (ii) to the commitment to continue those Company Benefit Plans extent that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit credit was not recognized under the ability of Purchaser to amend or terminate any comparable Plan of the Company Benefit Plans or its Subsidiaries prior to the Effective Time or if there was not comparable Plan in place prior to the Effective Time, or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan immediately prior to the Effective Time, and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and to conditions of the extent permitted plans maintained by their terms at any time permitted by Parent, the Surviving Corporation or such termsAffiliate, as applicable, for such plan year.

Employee Matters. (a) As soon as administratively practicable after Prior to Closing, each party shall deliver to the Effective Time, Purchaser shall take all reasonable action so that other a list of employees of Company its stations that it does not intend to retain after Closing. The acquiring party may interview and elect to hire such listed employees, but not any other employees of the conveying party. The acquiring party is obligated to hire only those employees that are under employment contracts (and assume the obligations and liabilities under such employment contracts) which are included in the Clear Channel Station Contracts or Exchange Party Station Contracts. With respect to employees potentially to be hired by the acquiring party, to the extent permitted by law the conveying party shall provide access to its Subsidiaries personnel records and such other information as may be reasonably requested prior to Closing. With respect to employees hired by the acquiring party ("Transferred Employees"), the conveying party shall be entitled responsible for the payment of all compensation and accrued employee benefits payable by it until Closing and thereafter the acquiring party shall be responsible for all such obligations payable by it. The acquiring party shall cause all Transferred Employees to be eligible to participate in each Purchaser Benefit Plan its "employee welfare benefit plans" and "employee pension benefit plans" (as defined in Sections 3(1) and 3(2) of general applicability with ERISA, respectively) in which the exception of any plan frozen to new participants (collectively, the “Purchaser Eligible Plans”) to the same extent as acquiring party's similarly-situated employees of Purchaser and its Subsidiaries, it being understood that inclusion of the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are generally eligible to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, ; provided, however, that such service all Transferred Employees and their spouses and dependents shall be eligible for coverage immediately after Closing (and shall not be recognized excluded from coverage under any employee welfare benefit plan that is a group health plan on account of any pre-existing condition) to the extent that provided under such recognition would result employee welfare benefit plans. For purposes of any length of service requirements, waiting periods, vesting periods or differential benefits based on length of service in a duplication of benefits. Except any such employee welfare benefit plans for which Transferred Employees may be eligible after Closing, the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plansacquiring party shall ensure, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any of the Company Benefit Plans in accordance with and to the extent permitted by their terms at applicable law (including, without limitation, ERISA and the Code), that service with the conveying party shall be deemed to have been service with the acquiring party. No such service credit must be granted with respect to participation or eligibility in any time employee pension benefit plan. In addition, the acquiring party shall ensure, to the extent permitted by applicable law (including, without limitation, ERISA and the Code), that Transferred Employees receive credit under any welfare benefit plan of the acquiring party for any deductibles or co-payments paid by Transferred Employees and their spouses and dependents for the current plan year under a plan maintained by the conveying party. Notwithstanding any other provision contained herein, the acquiring party shall grant credit for all unused sick leave accrued by Transferred Employees on the basis of their service during the current calendar year as employees of the conveying party. Notwithstanding any other provision contained herein, the acquiring party shall assume and discharge the conveying party's liabilities for the payment of all unused vacation leave accrued by Transferred Employees on the basis of their service during the current calendar year as employees of the conveying party. From and after Closing, Exchange Party shall cooperate with the reasonable requests of Clear Channel to continue to withhold from the pay checks of Transferred Employees who have outstanding loan balances in Clear Channel's 401(k) Savings Plan, and Exchange Party shall remit such termswithheld amounts to Clear Channel in a timely fashion such that the outstanding loans do not go into default.

Employee Matters. (a) As soon The Buying Entities shall, and shall cause their Subsidiaries to, honor in accordance with their terms all agreements, contracts, arrangements, commitments and understandings described in Schedule 5.11 of the Company Disclosure Schedule. (b) Except with respect to accruals under any defined benefit pension plans, the Buying Entities will, or will cause the Surviving Entity and its Subsidiaries to, give all active employees of the Company who continue to be employed by the Company as administratively practicable of the Effective Time ("Continuing Employees") full credit for purposes of eligibility, vesting and determination of the level of benefits under any employee benefit plans or arrangements maintained by Buyer, the Surviving Entity or any Subsidiary of Buyer or the Surviving Entity for such Continuing Employees' service with the Company or any Subsidiary of the Company to the same extent recognized by the Company immediately prior to the Effective Time. The Buying Entities will, or will cause the Surviving Entity and its Subsidiaries to, (i) waive all limitations as to preexisting conditions exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare plan that such employees may be eligible to participate in after the Effective Time, Purchaser shall take all reasonable action so other than limitations or waiting periods that are already in effect with respect to such employees and that have not been satisfied as of Company the Effective Time under any welfare plan maintained for the Continuing Employees immediately prior to the Effective Time, and its Subsidiaries shall be entitled (ii) provide each Continuing Employee with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out- of-pocket requirements under any welfare plans that such employees are eligible to participate in each Purchaser Benefit Plan of general applicability with after the exception of any plan frozen to new participants Effective Time. (collectivelyc) The Buying Entities shall not, and shall not permit the “Purchaser Eligible Plans”) to the same extent as similarly-situated employees of Purchaser and its Subsidiaries, it being understood that inclusion of the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser Surviving Entity or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participateto, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any of the Company Benefit Plans in accordance with and to the extent permitted by their terms at any time permitted by such terms.prior to 90 days following the date of the Closing, without complying fully with the notice and other requirements of the Worker Adjustment Retraining and Notification Act of 1988 (the "WARN Act"), effectuate (i) a "plant closing" as defined in the WARN Act affecting any single site of employment or one or more facilities or operating units within any single site of employment of the Surviving Entity or any of its Subsidiaries; or (ii) a "mass layoff" as defined in the WARN Act affecting any single site of employment of the Surviving Entity or any of its Subsidiaries; or any similar action under applicable state, local or foreign law requiring notice to employees in the event of a plant closing or layoff. SECTION 5.12

Employee Matters. (a) As soon as administratively practicable after All individuals employed by, or on an authorized leave of absence from, Seller or any of its Subsidiaries immediately before the Effective Time, Purchaser shall take all reasonable action so that employees of Company and its Subsidiaries shall be entitled to participate in each Purchaser Benefit Plan of general applicability with the exception of any plan frozen to new participants Time (collectively, the “Purchaser Eligible PlansCovered Employees”) shall automatically become employees of Buyer and its affiliates as of the Effective Time. Immediately following the Effective Time, Buyer shall, or shall cause its applicable Subsidiaries to, provide to those Covered Employees employee benefits, rates of base salary or hourly wage and annual bonus opportunities that are substantially similar, in the aggregate, to the same extent as similarly-situated employees aggregate rates of Purchaser base salary or hourly wage and its Subsidiaries, it being understood that inclusion of the employees of Company aggregate employee benefits and its Subsidiaries in annual bonus opportunities provided to such Covered Employees under the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Company Seller Benefit Plans until such employees are permitted to participate as in effect immediately before the Purchaser Eligible Plans and provided furtherEffective Time; provided, however, that that, notwithstanding the foregoing, nothing contained in herein shall (i) be treated as an amendment of any particular Seller Benefit Plan, (ii) give any third party any right to enforce the provisions of this Agreement shall require Purchaser Section 6.5, (iii) limit the right of Buyer or any of its Subsidiaries to make terminate the employment of any grants to Covered Employee at any former employee time or require Buyer or any of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent as provide any such service was credited employee benefits, rates of base salary or hourly wage or annual bonus opportunities for any period following any such purpose by Company termination or its Subsidiaries(iv) obligate Seller, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend Buyer or terminate any of their respective Subsidiaries to (A) maintain any particular Seller Benefit Plan or (B) retain the Company Benefit Plans in accordance with and to the extent permitted by their terms at employment of any time permitted by such termsparticular Covered Employee.

Employee Matters. (a) As soon Following the Effective Time and until the first anniversary of the Closing Date (or, if earlier, the date of termination of employment of an applicable Current Employee), Parent shall, or shall cause one of its Subsidiaries to, provide the individuals who are employed by the Partnership or any of the Partnership Subsidiaries immediately before the Effective Time (the “Current Employees”) and who continue employment during such time period with (i) annual base salary or hourly wage rate (as administratively practicable after applicable) that is no less favorable than the annual base salary or hourly wage rate (as applicable) provided to such Current Employees immediately prior to the Effective Time, Purchaser shall take all reasonable action so that employees (ii) a target annual cash incentive compensation opportunity (expressed as a percentage of Company base salary) and its Subsidiaries shall be entitled a target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to participate such Current Employees immediately prior to the Effective Time, and (iii) employee benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in each Purchaser Benefit Plan of general applicability with the exception of any plan frozen to new participants control payments or other special or one-time awards (collectively, the “Purchaser Eligible PlansExcluded Benefits”)) that are substantially comparable in the aggregate to the other compensation and employee benefits (subject to the same extent as similarly-exclusions) provided to similarly situated employees of Purchaser Parent and its Subsidiaries. In the event that, it being understood that inclusion following the Effective Time and until the second anniversary of the employees Closing Date, a Current Employee experiences a severance-qualifying termination of Company and its Subsidiaries in employment as described on Section 5.7(a) of the Purchaser Eligible Plans may occur at different times with respect to different plansPartnership Disclosure Schedule, provided that coverage such Current Employee shall be continued under corresponding Company Benefit Plans until such employees are permitted entitled to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, severance benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries pursuant to the same extent as formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes Current Employee’s execution of Purchaser’s vacation programs, for purposes a customary release and waiver of determining the benefit amount, claims (which shall not include any restrictive covenants); provided, however, that such service shall Current Employee is not be recognized otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the extent that such recognition would result in a duplication of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend Partnership or terminate any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the Company Benefit Plans in accordance with and to severance agreements set forth on Section 5.7(a) of the extent permitted by their terms at any time permitted by such termsPartnership Disclosure Schedule.

Employee Matters. (a) As soon as administratively practicable For purposes of eligibility, vesting and the determination of levels of severance and vacation pay (but, for the avoidance of doubt, not for purposes of any equity plan or benefit accruals under any defined benefit pension plan), under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits after the Effective Time, Purchaser shall take all reasonable action so that employees of Time under new Company and its Subsidiaries shall be entitled to participate in each Purchaser Benefit Plan of general applicability with the exception of any plan frozen to new participants Plans (collectively, the “Purchaser Eligible New Plans”) to the same extent as similarly-situated one or more of those employees of Purchaser and its Subsidiaries, it being understood that inclusion of the employees of Company and its Subsidiaries in subsidiaries who are actively employed as of immediately prior to the Purchaser Eligible Plans may occur at different times with respect Effective Time and who continue to different plansbe employed by the Surviving Corporation or its subsidiaries immediately after the Effective Time (“Company Employees”), provided that coverage each Company Employee shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in credited with his or her years of service with the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible PlansCompany, the service Company subsidiaries and their respective affiliates before the date of such employees with Company and its Subsidiaries the Merger Closing, to the same extent as such service Company Employee was credited entitled, before the date of the Merger Closing, to credit for such purpose by service under any similar Company or its SubsidiariesBenefit Plan (except to the extent such service credit will result in the duplication of benefits). In addition, andand without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, solely without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of Purchaser’s vacation programseach New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Company Employee, Parent shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year prior to the Effective Time to be taken into account under such New Plan for purposes of determining the benefit amountsatisfying all deductible, providedco-insurance, however, that co-payment and maximum out-of-pocket requirements applicable to such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Except employee and his or her covered dependents for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in applicable plan year as if such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any of the Company Benefit Plans amounts had been paid in accordance with and such New Plan; provided that such Company Employee provides evidence of payment of such expenses in a form that is reasonably satisfactory to the extent permitted by their terms at any time permitted by such termsParent, its affiliates, insurers or third-party service providers.

Employee Matters. (a) As soon Except as administratively practicable provided in the following sentence, on the Closing Date, CCE shall terminate the active participation of the Affected Employees in all of the Employee Benefit Plans listed in Sections 3.12(a) and 3.12(b) of the CCE Disclosure Letter, except for (i) the Benefit Programs and Agreements listed as Items 5 and 6 in Section 3.12(b) of the CCE Disclosure Letter, (ii) the TPC VEBA and (iii) the life and long term disability insurance coverage contemplated by Section 5.5(b). Prior to the Closing Date, CCE shall, or shall cause TPC to, terminate the TPC Severance Plan. CCE shall notify Affected Employees of the termination of such active participation and the termination of the TPC Severance Plan prior to the Closing Date. Subject to the provisions of this Agreement, after the Effective TimeClosing Date, Purchaser shall take all reasonable action so that employees of Company and its Subsidiaries TPC shall be entitled to participate in each Purchaser Benefit Plan of general applicability with the exception of any plan frozen to new participants (collectively, the “Purchaser Eligible Plans”) to the same extent as similarly-situated employees of Purchaser solely responsible for all obligations and its Subsidiaries, it being understood that inclusion of the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times Liabilities with respect to different plansthe Benefit Programs and Agreements listed as Items 5 and 6 in Section 3.12(b) of the CCE Disclosure Letter, provided the TPC VEBA, the retiree medical benefits addressed in Section 5.5(e), the accrued vacation days addressed in Section 5.5(c), the flexible benefit plan accounts addressed in Section 5.5(h), and each employee benefit policy, plan, agreement or arrangement that coverage TPC, ETP or an Affiliate of either establishes, maintains or contributes to with respect to the TPC Employees, on or after the Closing Date, and no such obligations or Liabilities shall be continued under corresponding Company Benefit Plans until such employees are permitted assumed or retained by CCE or its Affiliates. ETP shall, or shall cause TPC to, honor any continuing pay or salary obligations and any applicable legal or contractual rights to participate reinstatement with respect to all Affected Employees. Except as provided in the Purchaser Eligible Plans preceding provisions of this Section 5.5(a) and provided furtherin Section 5.5(e), however, that nothing contained in this Agreement CCE shall require Purchaser retain all obligations or Liabilities and assets with respect to current and former TPC Employees and any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service shall Shared Service Employees who do not be recognized to the extent that such recognition would result in a duplication of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any of the Company Benefit Plans become Transferring Shared Service Employees in accordance with Section 5.5(g) or otherwise under all of the Employee Benefit Plans listed in Sections 3.12(a) and to 3.12(b) of the extent permitted CCE Disclosure Letter and all other employee benefit plans, policies and arrangements of CCE and its ERISA Affiliates, and no such obligations or Liabilities shall be assumed or retained by their terms at any time permitted by such termsETP or its Affiliates, including after the transactions contemplated hereby, TPC.

Employee Matters. (a) As soon With respect to any Benefit Plan in which (x) any employee of New Polaris and the New Polaris Subsidiaries who is employed as administratively practicable of immediately prior to the Sirius-Polaris Merger Effective Time and who remains an employee of New Polaris or any of its Affiliates upon the Sirius-Polaris Merger Effective Time (each, a “New Polaris Continuing Employee”), (y) any employee of Sirius and the Sirius Subsidiaries who is employed as of immediately prior to the Sirius-Polaris Merger Effective Time and who becomes an employee of New Polaris or any of its Affiliates at the Sirius-Polaris Merger Effective Time (each, a “Sirius Continuing Employee”) or (z) any employee of Constellation and the Constellation Subsidiaries who is employed as of immediately prior to the Constellation-Polaris Merger Effective Time and who becomes an employee of New Polaris or any of its Affiliates at the Constellation-Polaris Merger Effective Time (each, a “Constellation Continuing Employee” and collectively, with the New Polaris Continuing Employees and the Sirius Continuing Employees, the “Continuing Employees”) first becomes eligible to participate on or after the Applicable Effective Time and in which such Continuing Employee did not participate prior to the Applicable Effective Time, Purchaser New Polaris shall take all commercially reasonable action so that employees of Company and its Subsidiaries shall be entitled efforts, subject to participate in each Purchaser Benefit Plan of general applicability with the exception approval of any applicable insurance carrier, to (1) cause any pre-existing conditions or limitations and eligibility waiting periods under any group health plans to be waived with respect to the Continuing Employees and their eligible dependents, (2) give each Continuing Employee credit for the plan frozen year in which the Applicable Effective Time occurs towards applicable deductibles and annual out-of-pocket limits for medical expenses incurred prior to new participants the Applicable Effective Time (collectively, the “Purchaser Eligible Plans”) to the same extent that such credit was given under the analogous Polaris Plan, Constellation Plan or Sirius Plan, as similarly-situated employees of Purchaser applicable, prior to the Applicable Effective Time), for which payment has been made and its Subsidiaries, it being understood that inclusion of the employees of Company (3) give each Continuing Employee service credit for such Continuing Employee’s employment with New Polaris and its Subsidiaries in the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Affiliates, Sirius and the Sirius Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide Constellation and the same level of Constellation Subsidiaries (or any) employer contributions or other benefit subsidies their respective predecessor entities), as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participate, to recognizeapplicable, for purposes of determining vesting, benefit accrual and eligibility to participate in, and vesting of, benefits under each applicable Benefit Plan (to the extent such service is taken into account under the Purchaser Eligible Plansapplicable Benefit Plan), the service of such employees with Company and its Subsidiaries to the same extent as if such service was credited had been performed with such party, except for such purpose by Company benefit accrual under defined benefit pension plans or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programsretiree medical plans, for purposes of determining the benefit amount, provided, however, that such service shall not be recognized qualifying for subsidized early retirement benefits or to the extent that such recognition it would result in a duplication of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any of the Company Benefit Plans in accordance with and to the extent permitted by their terms at any time permitted by such terms.

Employee Matters. (a) As soon Parent shall take such action as administratively practicable may be necessary so that on and after the Effective Time, Purchaser shall take all reasonable action so that and for one year thereafter, officers and employees of the Company and its Subsidiaries shall not covered by any collective bargaining agreement or labor contract who remain employed after the Closing by Parent or any member of its “controlled group” within the meaning of Section 414 of the Code (the “Parent Group”), including the Company or its Subsidiaries, are provided base salary, base wages and annual and incentive compensation opportunities and employee benefits (including defined benefit and retiree health), plans and programs (excluding such plans relating to equity-based compensation arrangements) which, in the aggregate, are no less favorable than those made available by the Company and its Subsidiaries to its officers and employees immediately prior to the Effective Time. To the extent not duplicative of benefits, for purposes of eligibility to participate, calculation of benefits and vesting in all benefits provided by the Parent Group to officers and employees of the Company and its Subsidiaries, such officers and employees will be entitled credited with their years of benefits eligibility service with the Company and its Subsidiaries and any predecessors thereof to the extent such service with a predecessor was so recognized under analogous Employee Benefit Plans of the Company and its Subsidiaries prior to the Effective Time. The eligibility of any such officer or employee of the Company and its Subsidiaries to participate in each Purchaser Benefit Plan any welfare benefit plan or program of general applicability with the exception Parent Group shall not be subject to any exclusions for any pre-existing conditions if such individual had met the participation requirements of similar benefit plans and programs of the Company and its Subsidiaries prior to the Effective Time. Amounts paid before the Effective Time by such officers and employees of the Company and its Subsidiaries under any plan frozen to new participants (collectivelyhealth plans of the Company or its Subsidiaries shall, after the “Purchaser Eligible Plans”) Effective Time, be taken into account in applying deductible and out-of-pocket limits applicable under the health plans of the Parent Group to the same extent as similarly-situated employees of Purchaser and its Subsidiariesif such amounts had, it being understood that inclusion when paid, been paid under such health plans of the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing Parent Group. Nothing contained in this Agreement Section 5.5(a) shall require Purchaser create any rights in any officer or employee of the Company or any of its Subsidiaries to make in respect of continued employment for any grants to specified period of any former employee of Company under any discretionary equity compensation plan of Purchaser nature or to provide kind whatsoever or, except as set forth in the same level of (following sentence, limit Parent’s or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of PurchaserSurviving Corporation’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser power to amend or terminate any particular Employee Benefit Plan or require (and the Company shall take no action that would require) the Parent or Surviving Corporation to continue any particular Employee Benefit Plan. To the extent that an agreement listed in Schedule 3.1(m) of the Company Benefit Plans in accordance with Disclosure Letter obligates the Company to require a purchaser or merger partner to assume the terms of that agreement, Parent agrees to recognize, and cause the Surviving Corporation to recognize, the entity that is a party to such an agreement as the exclusive bargaining representative of the covered employees and to adopt and cause the extent permitted by their Surviving Corporation to adopt, the terms at of that agreement and any time permitted by related and current memorandums of agreement between the Company and such termsentity.

Employee Matters. (a) As soon as administratively practicable after Following the Effective TimeClosing Date, Purchaser United shall take all reasonable action so that provide to employees of Company Tidelands who continue employment with United (“Tidelands Continuing Employees”) medical, dental, vacation and its Subsidiaries shall be entitled to participate in each Purchaser Benefit Plan of general applicability with the exception of any plan frozen to new participants long-term disability benefits, medical and dependent care flexible spending accounts and life insurance (collectively, the “Purchaser Eligible PlansEmployee Benefits”) ), on terms and conditions consistent in all material respects with those then currently provided by United to the same extent as its other similarly-situated employees employees. For purposes of Purchaser eligibility to participate and its Subsidiariesany vesting determinations (but not benefit accruals) in connection with the provision of any such Employee Benefits by United to the Tidelands Continuing Employees, it being understood that inclusion service with Tidelands prior to the Closing Date shall be counted to the extent such service was counted under the similar plan of Tidelands. The Tidelands Continuing Employees’ prior service with Tidelands shall also be credited for purposes of all waiting periods for participation in any of such Employee Benefits to the employees extent such service was counted under the similar plan of Company Tidelands. United shall also waive all restrictions and its Subsidiaries in the Purchaser Eligible Plans may occur at different times with respect to different limitations for preexisting conditions under United’s Employee Benefit plans, provided that coverage shall be continued to the extent such restrictions or limitations would not or currently do not apply to the Tidelands Continuing Employees under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation similar plan of Purchaser or Tidelands. United shall use commercially reasonable efforts to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company Tidelands Continuing Employees with credit under United’s health, dental and its Subsidiaries are eligible to participate, to recognizevision plans, for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service plan year of such employees with Company and its Subsidiaries to plans which include the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programsClosing Date, for purposes of determining the benefit amountaggregate amounts paid by such employees as a deductible under Tidelands’ health, provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Except dental and vision plans for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees plan year of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit plans which includes the ability of Purchaser to amend or terminate any of the Company Benefit Plans in accordance with and to the extent permitted by their terms at any time permitted by such termsClosing Date.

Employee Matters. (a) As soon as administratively practicable after Following the Effective Time, Purchaser Newco at its election shall take all reasonable action so that either (i) provide generally to officers and employees of Company and its Subsidiaries shall be entitled to participate in each Purchaser Benefit Plan of general applicability with the exception of any plan frozen to new participants (collectively, the “Purchaser Eligible Plans”) to the same extent as similarly-situated employees of Purchaser Mellon and its Subsidiaries, it being understood that inclusion who at or after the Effective Time become employees of Newco or its Subsidiaries (“Mellon Continuing Employees”), employee benefits under Compensation and Benefit Plans maintained by Newco, on terms and conditions which are the same as for similarly situated officers and employees of BNY and its Subsidiaries, who at or after the Effective Time become employees of Newco or its Subsidiaries (“BNY Continuing Employees”), and/or (ii) maintain for the benefit of the Mellon Continuing Employees, the Compensation and Benefit Plans maintained by Mellon immediately prior to the First Effective Time (“Mellon Plans”); provided that Newco may amend any Mellon Plan to comply with any Law or as necessary and appropriate for other business reasons. Following the First Effective Time, Newco at its election shall either (x) provide generally to BNY Continuing Employees, employee benefits under Compensation and Benefit Plans maintained by Newco, on terms and conditions which are the same as for similarly situated Mellon Continuing Employees, and/or (y) maintain for the benefit of the BNY Continuing Employees, the Compensation and Benefits Plans maintained by BNY immediately prior to the Effective Time (“BNY Plans”); provided that Newco may amend any BNY Plan to comply with any Law or as necessary and appropriate for other business reasons. For purposes of this Section 5.17, Compensation and Benefit Plans maintained by BNY or Mellon are deemed to include Compensation and Benefit Plans maintained by their respective Subsidiaries. As soon as practicable following the Effective Time, Newco shall review, evaluate and analyze the Mellon Plans and the BNY Plans with a view towards developing appropriate and effective Compensation and Benefit Plans for the benefit of employees of Company Newco and its Subsidiaries in on a going forward basis that does not discriminate between the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in Mellon Continuing Employees and the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of BNY Continuing Employees (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Planstogether, the service of such employees with Company and its Subsidiaries “Continuing Employees”). Newco will honor, or cause to the same extent as such service was credited for such purpose by Company or its Subsidiariesbe honored, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any of the Company Benefit Plans in accordance with their terms, all vested or accrued benefit obligations to, and to contractual rights of, the extent permitted by their terms at Continuing Employees, including, without limitation, any time permitted by such termsbenefits or rights arising as a result of the Merger (either alone or in combination with any other event).

Employee Matters. (a) As soon as administratively practicable after From the Effective Time until the date that is twelve (12) months following the Effective Time, Purchaser Parent shall, or shall take all reasonable action so that cause the Surviving Corporation, to either (1) continue certain Benefit Arrangements, (2) permit employees of the Company and its Subsidiaries shall be entitled to participate in each Purchaser Benefit Plan of general applicability who continue employment with Parent or the exception of any plan frozen to new participants Surviving Corporation following the Effective Time (collectively, the “Purchaser Eligible PlansContinuing Employees”) to the same extent and, as similarly-situated employees of Purchaser and its Subsidiariesapplicable, it being understood that inclusion of the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times with respect to different planstheir eligible dependents, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans employee welfare benefit plans, programs or policies (including any vacation, sick, personal time off plans or programs) of Parent or its affiliates and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser Parent intended to qualify within the meaning of Section 401(a) of the Code (collectively referred to as the “Parent Plans”), or to provide the same level (3) a combination of clauses (1) or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, (2); provided, however, that the employee welfare and retirement benefits provided to Continuing Employees and, as applicable, their eligible dependents are comparable in the aggregate to the employee welfare and retirement benefits maintained for and provided to Continuing Employees immediately prior to the Effective Time. To the extent that Parent elects to have Continuing Employees and their eligible dependents participate in the Parent Plans, and to the extent permitted by applicable Law, applicable Tax qualification requirements, and the terms and conditions of each such Parent Plan, and subject to any applicable break in service or similar rule, Parent shall, or shall cause the Surviving Corporation to: (A) recognize the prior service with the Company, including predecessor employers, of each Continuing Employee in connection with all Parent Plans in which Continuing Employees are eligible to participate for purposes of eligibility to participate and vesting (but not be recognized for purposes of benefit accruals under any defined benefit pension plan, determination of level of benefits, to the extent that such recognition would result in a duplication of benefits. Except for , or to the commitment extent that such service was not recognized under a comparable Benefit Arrangement); (B) cause any pre-existing conditions or limitations and eligibility waiting periods under any group health plans of Parent or its affiliates to continue those Company be waived with respect to Continuing Employees and their eligible dependents to the extent such Continuing Employees and their eligible dependents were not subject to such preexisting conditions and limitations and eligibility waiting periods under the comparable Benefit Plans that correspond to Purchaser Eligible Plans until employees Arrangement as of Company the time immediately preceding the Closing, and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate (C) if any Benefit Arrangement of the Company or its Subsidiaries that is a group health plan is terminated prior to the end of such Benefit Arrangement’s plan year, provide each Continuing Employee with credit for any deductibles or out of pocket expenses paid under such Benefit Arrangement during the portion of the plan year, in effect at the time Continuing Employees are transitioned to Parent Plans, that overlaps the plan year of the Parent Plans in accordance with and satisfying any applicable deductible or out of pocket requirements under the Parent Plans in which such Continuing Employees are eligible to participate to the same extent permitted by their terms at any time permitted by that such termsexpenses were recognized under the comparable Benefit Arrangement.

Employee Matters. (a) As soon as administratively practicable after After the Closing Date, First Charter shall not maintain any GBC Benefit Plan that is an “employee pension benefit plan” in Section 3(2)(A) of ERISA and which is qualified under Code Section 401(a), and any such plan may be terminated or merged into similar plans maintained by First Charter. For the one-year period following the Effective Time, Purchaser First Charter shall, or shall take all reasonable action so that employees cause its applicable Subsidiaries to, provide to those individuals actively employed by GBC or one of Company and its Subsidiaries shall be entitled to participate in each Purchaser Benefit Plan as of general applicability with the exception of any plan frozen to new participants Effective Time (collectively, the “Purchaser Eligible PlansCovered Employees”) with employee benefits, rates of base salary or hourly wage and annual bonus opportunities that are substantially similar, in the aggregate, to the same extent aggregate rates of base salary or hourly wage provided to such Covered Employees and the aggregate employee benefits and annual bonus opportunities provided to such Covered Employees under the GBC Benefit Plans as similarly-situated employees of Purchaser and its Subsidiaries, it being understood that inclusion of in effect immediately prior to the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times with respect to different plans, Effective Time; provided that coverage nothing herein shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in limit the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser right of First Charter or any of its Subsidiaries to make terminate the employment of any grants to Covered Employee at any former employee time or require First Charter or any of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent as provide any such service was credited employee benefits, rates of base salary or hourly wage or annual bonus opportunities for any period following any such purpose termination. Except where such benefit is duplicated by Company or substantially similar benefits provided by First Charter to its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service shall not be recognized employees immediately prior to the extent that such recognition would result in a duplication Closing Date, First Charter or any of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser continue to amend or terminate provide any fringe benefits described on Section 3.11 of the Company Benefit Plans in accordance with and GBC Disclosure Schedule to the extent permitted by their terms at any time permitted by such termsrespective Covered Employee for a period of one year after Closing.

Employee Matters. (a) As soon Parent shall take such action as administratively practicable may be necessary so that at the Effective Time, and for one year thereafter, for the officers and employees who are employed by the Company or any of its Subsidiaries as of the Effective Time (collectively, the “Employees”) and who remain employed after the Closing by Parent or any of its Affiliates, including the Company or its Subsidiaries (collectively, the “Parent Group”), are provided base salary, base wages and annual and incentive compensation opportunities and employee benefits (excluding defined benefit, retiree health and equity-based compensation arrangements) that, in the aggregate, are substantially comparable to those made available by the Company or its applicable Subsidiary to such officers and employees immediately prior to the Effective Time. To the extent not duplicative of benefits, for purposes of eligibility to participate, calculation of benefits and vesting in all benefits provided by the Parent Group to the Employees, the Employees will be credited under any applicable Parent Group employee benefit plan with their years of benefits eligibility service with the Company and its Subsidiaries and any predecessors thereof to the extent such service was so recognized under analogous Employee Benefit Plans of the Company and its Subsidiaries prior to the Effective Time. The eligibility of any Employee to participate in any welfare benefit plan or program of the Parent Group shall not be subject to any exclusions for any pre-existing conditions if such individual had met the participation requirements of similar benefit plans and programs of the Company and its Subsidiaries prior to the Effective Time. Amounts paid before the Effective Time by Employees under any health plans of the Company or its Subsidiaries shall, after the Effective Time, Purchaser shall take all reasonable action so that employees be taken into account in applying deductible and out-of-pocket limits applicable under the health plans of Company and its Subsidiaries shall be entitled to participate in each Purchaser Benefit Plan of general applicability with the exception of any plan frozen to new participants (collectively, the “Purchaser Eligible Plans”) Parent Group to the same extent as similarly-situated employees of Purchaser and its Subsidiariesif such amounts had, it being understood that inclusion when paid, been paid under such health plans of the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any of the Company Benefit Plans in accordance with and to the extent permitted by their terms at any time permitted by such termsParent Group.

Employee Matters. (a) As soon as administratively practicable On and after the Closing, Parent shall, and shall cause the Surviving Entity to, honor in accordance with their terms all severance obligations of the Company or any Company Subsidiary listed in Section 2.23(a) of the Company Disclosure Schedule, except as may otherwise be agreed to by the parties thereto, and the Company or Parent shall pay on the Closing Date to the applicable officers and employees listed in said Section of the Company Disclosure Schedule, any amounts with respect to such severance obligations that are payable by their terms upon consummation of the Merger, at the Effective Time, Purchaser shall take all reasonable action so that employees of Company and its Subsidiaries shall be entitled to participate in each Purchaser Benefit Plan of general applicability with Time or on the exception of any plan frozen to new participants Closing Date (collectively, the “Purchaser Eligible PlansSeverance Amounts”) unless prior to the same extent Closing any of the Severance Amounts are funded into the SPS Benefits Protection Trust (the “Trust”), in which case such funded Severance Amounts shall be payable to such applicable officers and employees directly from the Trust. For the period through September 30, 2004, employees of the Surviving Entity and the Company Subsidiaries who remain employed after the Effective Time (the “Company Employees”) will continue to participate in the employee benefit plans (other than deferred compensation plans, supplemental retirement plans, management incentive plans (except as set forth in clause (b) below for the plans in effect on the Closing Date), long range incentive plans (except as set forth in clause (b) below for the plans in effect on the Closing Date), performance incentive plans, severance plans (excluding severance obligations that Parent has agreed to honor in accordance with the immediately preceding sentence), and stock option plans or other employer stock match or other employer stock related provisions) on substantially similar terms to those currently in effect. Thereafter, Parent shall, and shall cause the Surviving Entity to, provide the Company Employees with the types and levels of employee benefits no less favorable in the aggregate than those maintained from time to time by Parent or the Surviving Entity for similarly-situated employees of Purchaser Parent or the Surviving Entity. Parent shall, and its Subsidiaries, it being understood that inclusion of the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participatethe Surviving Entity to, to recognize, for purposes of determining eligibility to participate intreat, and vesting of, benefits under cause the Purchaser Eligible Plansapplicable benefit plans to treat, the service of such employees Company Employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely the Company Subsidiaries attributable to any period before the Effective Time as service rendered to Parent of the Surviving Entity for purposes of Purchaser’s vacation programseligibility to participate, vesting and for other appropriate benefits including, but not limited to, applicability of minimum waiting periods for participation. Without limiting the foregoing, Parent shall not, and shall cause the Surviving Entity to not, treat any Company Employee as a “new” employee for purposes of determining any exclusions under any health or similar plan of Parent or the benefit amountSurviving Entity for a pre-existing medical condition, provided, however, that such service shall not be recognized to and any deductibles and co-pays paid under any of the extent that such recognition would result in a duplication of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend Company’s or terminate any of the Company Benefit Plans Subsidiaries’ health plans shall be credited towards deductibles and co-pays under the health plans of Parent or the Surviving Entity, if applicable. Parent shall, and shall cause the Surviving Entity to, make appropriate arrangements with its insurance carrier(s) to ensure such results. Notwithstanding the foregoing, Parent and the Company acknowledge that group health, prescription drug and dental benefit plans are subject to renewal effective January 1, 2004; that the Company will begin renewal negotiations and consideration of plan design changes prior to, but will not complete the renewal process by, the Effective Time; provided that the Effective Time has not occurred by January 1, 2004; and that market factors in accordance with recent years have created substantial volatility in group health, prescription drug and dental plan renewals. Therefore, Parent shall have the right to make plan design changes in any or all of the foregoing plans to the extent permitted by their terms at any time permitted by such termsreasonably necessary to keep premium increases for individual plans below ten percent (10%) for the 2004 plan year.

Employee Matters. (a) As soon Until the later of one (1) year following the Effective Time or December 31, 2017 (the “Continuation Period”), Parent shall provide, or shall cause to be provided, to each individual who is employed by the Company or any of its Subsidiaries (including the Surviving Corporation and its Subsidiaries) immediately prior to the Effective Time (each, a “Company Employee”) annual base salary and base wages, target annual cash bonuses (subject to the satisfaction of performance criteria determined by Parent, provided that such performance criteria shall be no less favorable than for other similarly situated employees of Parent and its Subsidiaries) and target long-term incentive compensation opportunities (which shall be in a form and subject in whole or in part to the satisfaction of performance criteria as administratively practicable after determined by Parent, provided that the form of such awards and the performance criteria shall be no less favorable than for other similarly situated employees of Parent and its Subsidiaries) and employee benefits (excluding any voluntary elective deferral component of any nonqualified deferred compensation plan) that, in each case, are no less favorable in the aggregate than such annual base salary and base wages, target annual cash bonuses and target long-term incentive compensation opportunities and employee benefits provided to the Company Employees immediately prior to the Effective Time; provided, Purchaser however, that annual cash bonus and any long-term incentive compensation opportunities shall take all reasonable action so that employees not be required to be provided for performance periods commencing before January 1, 2017 and, if the Effective Time occurs in 2017, any annual cash bonus opportunity may be pro-rated based on days of service during such performance period on and after the Closing Date. Notwithstanding any other provision of this Agreement to the contrary and without limiting the generality of the foregoing, Parent shall or shall cause the Surviving Corporation to provide any Company and its Subsidiaries shall be entitled Employee whose employment terminates under circumstances entitling the Company Employee to participate in each Purchaser Benefit Plan of general applicability with severance under the exception of applicable Parent severance plan, program or arrangement (or any plan frozen to new participants successor thereto) (collectively, the “Purchaser Eligible PlansParent Severance Programs”) during the Continuation Period (including, for avoidance of doubt, any Company Employee whose employment terminates under such circumstances in an individual or one-off termination and regardless of whether any other employee is affected) or, with respect to the same extent Company Employees identified on Section 5.11(a) of the Company Disclosure Schedule, whose employment terminates for “Good Reason” (as similarly-defined in Section 5.11(a) of the Company Disclosure Schedule), and who signs a general release of claims on a form satisfactory to Parent, with severance benefits no less favorable than those provided to similarly situated employees of Purchaser Parent and its SubsidiariesSubsidiaries under the Parent Severance Programs, it being understood that inclusion and, for the avoidance of doubt, taking into account all of the employees of Company Employee’s service with the Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans (and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or anytheir predecessors) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, levels of severance benefits to be provided to such Company Employee under the Parent Severance Programs; provided, however, that such service shall not be recognized to no Company Employee who is covered by the extent that such recognition would result in a duplication of benefits. Except for Company Executive Severance Compensation Plan or any other severance plan or arrangement with the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and or its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement that provides for more favorable severance payments and benefits than the Parent Severance Program shall limit be eligible for coverage under the ability of Purchaser to amend or terminate any of the Company Benefit Plans in accordance with and to the extent permitted by their terms at any time permitted by such termsParent Severance Program.

Employee Matters. (a) As soon as administratively practicable Subject to Section 2.7, from and after the Effective Time, Purchaser shall take Parent will cause the Surviving Corporation to honor in accordance with their terms all reasonable action so that employees Benefit Plans and compensation arrangements and agreements of the Company and its the Company Subsidiaries shall as in effect immediately prior to the Effective Time. Effective as of the Effective Time and during the period from the Effective Time until December 31 of the calendar year following the calendar year in which the Closing occurs (the “Continuation Period”), Parent will provide, or will cause the Surviving Corporation to provide to each employee of the Company and the Company Subsidiaries who continues to be entitled to participate in each Purchaser Benefit Plan employed by Parent or the Surviving Corporation or any of general applicability with their respective Subsidiaries following the exception of any plan frozen to new participants Effective Time (collectively, the “Purchaser Eligible PlansContinuing Employees”), (i) an annual base salary or wage rate and target and maximum short-term annual incentive compensation opportunities that are no less than those provided to such Continuing Employee immediately prior to the Closing, (ii) target and maximum long-term cash incentive compensation opportunities that are no less than the target and maximum cash value assumptions that were used when granting target equity-based incentive compensation opportunities to such Continuing Employee prior to the Closing, (iii) to the same extent as similarly-situated employees of Purchaser not otherwise duplicative with other benefits, retirement benefits and its Subsidiaries, it being understood that inclusion of the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits accruals under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any of the Company applicable Benefit Plans in accordance with the Company’s past practices, (iv) severance benefits upon an involuntary termination without cause (or termination for good reason, if applicable) at least equal to the severance benefits upon an involuntary termination without cause (or termination for good reason, if applicable) that would have been provided to each such Continuing Employee in the event of an involuntary termination without cause (or termination for good reason, if applicable) under the Benefit Plans of the Company and the Company Subsidiaries, without amendment, as currently in effect on the date of this Agreement or as required by applicable Law, and (v) to the extent permitted by their terms not otherwise duplicative with employee benefits otherwise described in this Section 7.2(a), employee benefits that are at any time permitted by least as favorable in the aggregate as the employee benefits provided to such termsContinuing Employee immediately prior to the Closing under the Benefit Plans of the Company and the Company Subsidiaries.

Employee Matters. (a) As soon as administratively practicable after of the Effective Time, Purchaser the Employees of the Acquired Companies shall take all reasonable action so that employees of Company and its Subsidiaries shall be entitled to participate continue employment in each Purchaser Benefit Plan of general applicability with the exception of any plan frozen to new participants (collectively, the “Purchaser Eligible Plans”) to the same extent as similarly-situated employees of Purchaser positions and its Subsidiaries, it being understood that inclusion of the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (base wages and/or base salary and without having incurred a termination of employment or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, separation from service; provided, however, that such service except as may be specifically required by applicable law or any contract, neither the Parent and its Affiliates, on the one hand, nor any Employee, on the other hand, shall not be recognized to the extent that such recognition would result in a duplication of benefits. Except for the commitment obligated to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees any employment relationship or any specific terms of Company and its Subsidiaries are included employment for any specific period of time. For at least two years following the Effective Time, each Employee covered by the severance policy set forth in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any Part 4.9 of the Company Benefit Plans Disclosure Schedule shall, upon termination of his or her employment by Parent, one of its Affiliates or one of the Acquired Companies (whichever may apply) other than for cause (a "Qualifying Termination"), receive the severance payment set forth in accordance with such Schedule. For purposes of this paragraph, cause means termination for reason of: (i) willful misconduct or negligence in the performance of one's duties, agreements or obligations as an Employee or failure to perform such other than because of illness, injury or illegal acts by the Employee, or (ii) violation of Parent and its Affiliates' Code of Conduct and applicable policies relating to work rules and personal conduct. For purposes of this Section 4.9, an Employee will be deemed to have incurred a Qualifying Termination if Parent, the Surviving Corporation or any Acquired Company (whichever may apply) requires that such Employee, as a condition to continued employment, change the principal location of his or her employment to a location outside a 50-mile radius from the principal location of his or her employment at the Effective Time and such employee is not willing to relocate. To the extent any comparable employee benefit plan, program or policy of Parent and its Affiliates (other than the Acquired Companies) is made available following the Effective Time to any person who is an Employee of the Acquired Companies immediately prior to the Effective Time and to the extent permitted permissible under any applicable provisions of the Code and ERISA: (i) service with Acquired Companies by their terms at any time permitted Employee prior to the Effective Time shall be credited for eligibility and vesting purposes for purposes of qualifying for any additional benefits tied to periods of service under such plan, program or policy, but not for benefit accrual purposes, and (ii) with respect to any welfare benefit plans in which such Employees may participate, Parent and such Affiliates shall cause such plans to provide credit for any co-payments or deductibles by such termsEmployees and waive all pre-existing condition exclusions and waiting periods, other than limitations or waiting periods that have not been satisfied under applicable welfare benefit plans maintained by the Acquired Companies for their Employees prior to the Effective Time.

Employee Matters. (a) As soon Subject to applicable Law, for a period of one (1) year following the AHL Effective Time or such shorter period as administratively practicable after the Effective Time, Purchaser shall take all reasonable action so that employees an AHL Employee remains an employee of Company and AHL Surviving Entity or its Subsidiaries shall be entitled to participate in each Purchaser Benefit Plan of general applicability with following the exception of any plan frozen to new participants AHL Effective Time (collectively, the “Purchaser Eligible PlansContinuation Period”), Tango Holdings shall provide, or shall cause AHL Surviving Entity (or in the case of a transfer of all or substantially all the assets and business of AHL Surviving Entity, its successors and assigns) to the same extent as similarly-situated employees of Purchaser and its Subsidiariesprovide, it being understood that inclusion of the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser each individual who is employed by AHL or any of its Subsidiaries immediately prior to make the AHL Effective Time (each, an “AHL Employee”), an annual rate of base salary and total direct target compensation opportunity (base salary plus target annual incentive compensation, but excluding any grants equity or long-term incentive compensation) that are each no less favorable than the base salary and total direct target compensation opportunity provided to such AHL Employee by AHL and any former of its Subsidiaries immediately prior to the AHL Effective Time. During the Continuation Period, Tango Holdings shall provide, or shall cause AHL Surviving Entity to provide, the AHL Employees with employee benefits (excluding any equity or long-term incentive compensation, severance benefits, retiree welfare benefits and defined benefit pension plans) that are no less favorable in the aggregate than those provided to similarly situated employees of Company under Tango Holdings or any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees With respect to all employee benefit plans of Company AHL Surviving Entity and its Subsidiaries are eligible to participateSubsidiaries, to recognizeincluding any “employee benefit plan” (as defined in Section 3(3) of ERISA) (including any vacation and paid time-off but excluding any severance, equity or long-term incentive compensation), for purposes of determining eligibility to participate inparticipate, level of benefits and vesting ofvesting, benefits under the Purchaser Eligible Plans, the each AHL Employee’s service with AHL or any of such employees with Company and its Subsidiaries (as well as service with any predecessor employer of AHL or any such Subsidiary, to the same extent service with the predecessor employer was recognized by AHL or such Subsidiary as such of the AHL Effective Time in accordance with past practice) shall be treated as service was credited for such purpose by Company with AHL Surviving Entity or any of its SubsidiariesSubsidiaries (or in the case of a transfer of all or substantially all the assets and business of AHL Surviving Entity, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, its successors and assigns); provided, however, that such service shall need not be recognized to the extent that such recognition would result in a any duplication of benefits. Except benefits for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees same period of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any of the Company Benefit Plans in accordance with and to the extent permitted by their terms at any time permitted by such termsservice.

Employee Matters. (a) As soon as administratively practicable after (i) Seller shall cause all Business Employees who are not Sale Entity Employees or TSA Support Employees to be transferred into a Sale Entity prior to the Effective TimeClosing Date; (ii) Buyer shall cause all TSA Support Employees with a primary office location immediately prior to Closing in Ohio, Purchaser shall take all reasonable action so that employees Utah, Wyoming, West Virginia, South Carolina or North Carolina to receive a Post-Closing Offer at least fifteen (15) Business Days prior to the completion of Company individual elements of Transition Services Agreement; and (iii) Buyer may, in its Subsidiaries sole discretion, issue a Post-Closing Offer to any of the remaining TSA Support Employees, which shall be entitled to participate in each Purchaser Benefit Plan of general applicability with the exception of any plan frozen to new participants issued at least fifteen (collectively, the “Purchaser Eligible Plans”15) Business Days prior to the same extent completion of individual elements of the Transition Services Agreement. Each such Post-Closing Offer shall be subject to and conditioned upon Closing and completion of the individual elements of the Transition Services Agreement and the satisfaction of the Post-Closing Employer’s standard applicable pre-employment screening processes, including with respect to any applicable background checks and drug testing, which screening shall not be applied in a manner that is more stringent than as is applied to similarly-situated prospective employees of Purchaser Buyer and its Subsidiaries, it being understood that inclusion of the employees of Company Affiliates. Seller and its Subsidiaries in Affiliates shall not interfere with any such employment offer or negotiations by Xxxxx and its Affiliates to employ any TSA Support Employee or discourage any TSA Support Employee from accepting employment with the Purchaser Eligible Plans may occur at different times Post-Closing Employer; provided that with respect to different plansany Business Employee who, as of the Closing Date, is not active and is receiving wage replacement benefits (except as provided in Section 5.6(t) with respect to workers’ compensation benefits), such offer of employment shall be contingent and effective upon the employee’s return to active employment, provided such return to employment occurs within six (6) months after the Closing Date. To the extent that Buyer does not extend a Post-Closing Offer to any TSA Support Employees, and such employees are paid severance by Seller, Buyer shall reimburse Seller for the lesser of (x) the amount of such payment or (y) the amount such employee would have received if such employee had been on Post-Closing Employer’s severance programs. Notwithstanding the foregoing, Seller may, in its sole discretion, decide to keep all or any portion of the Business Employees employed with Seller and its Affiliates for a period running concurrently with the term of the Transition Services Agreement (including any extensions thereto), in which case those Business Employees kept for support will become TSA Support Employees, in order to facilitate administration of the Transition Services Agreement with respect to post-Closing services, if any, and lease such employees to Buyer during such period pursuant to the Transition Services Agreement or a separate employee leasing agreement, with Buyer reimbursing Seller for the costs of continuing to employ such employees during such period in accordance with such agreement. With respect to any such leased employee, any references in this Section 5.6 to the “Closing Date” or similar shall refer instead to the last day of such leasing period, provided that coverage the Continuation Period for any TSA Support Employee shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in measured from the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any actual Closing Date rather than the end of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiariesleasing period. Purchaser Buyer shall cause each Purchaser Eligible Plan in which employees Business Employee to complete a USCIS Form I-9 at the time of Company and its Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees employment with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any of the Company Benefit Plans in accordance with and to the extent permitted by their terms at any time permitted by such termsPost-Closing Employer.

Employee Matters. (a) As soon Huntington shall provide the employees of FirstMerit and its Subsidiaries as administratively practicable after of the Effective Time (the “Continuing Employees”), for so long as they are employed following the Effective Time, Purchaser shall take all reasonable action so with the following: (i) during the period commencing at the Effective Time and ending on December 31, 2016, annual base salary or wages, as applicable, and target incentive opportunities (including equity-based awards) that are no less than the annual base salary or wages, as applicable, and target incentive opportunities in effect for each such employee immediately prior to the Effective Time, (ii) during the period commencing on January 1, 2017 and ending on the first anniversary of the Effective Time, annual base salary, wages and target incentive opportunities (including equity-based awards) that are substantially comparable in the aggregate to those provided to similarly situated employees of Company Huntington and its Subsidiaries, and (iii) during the period commencing at the Effective Time and ending on the first anniversary thereof, employee benefits that are substantially comparable in the aggregate to those provided to similarly situated employees of Huntington and its Subsidiaries shall be entitled (excluding any frozen benefit plans of Huntington and its Subsidiaries or benefit plans that exclusively provide benefits to participate in each Purchaser Benefit Plan of general applicability with the exception of any plan frozen to new participants (collectively, the “Purchaser Eligible Plans”) to the same extent as similarly-situated grandfathered employees of Purchaser Huntington and its Subsidiaries); provided, that until such time as Huntington fully integrates the Continuing Employees into its plans, participation in the FirstMerit Benefit Plans shall be deemed to satisfy the foregoing standards, it being understood that inclusion of the employees of Company and its Subsidiaries Continuing Employees may commence participating in the Purchaser Eligible Plans may occur at plans of Huntington on different times dates following the Effective Time with respect to different benefit plans. For a period beginning at the Effective Time and continuing through the first anniversary thereof, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser Huntington or any of its Subsidiaries shall provide severance to make any grants to any former employee each Continuing Employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company FirstMerit and its Subsidiaries are eligible pursuant to participate, to recognize, for purposes the terms and conditions of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service severance plan or policy of such employees with Company FirstMerit and its Subsidiaries applicable to such Continuing Employees as of the date hereof (as set forth on Section 6.7(a) of the FirstMerit Disclosure Schedule); provided that (A) such severance shall be subject to the same extent as execution (and non-revocation) of a customary release of claims and (B) such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service shall not severance may be recognized to the extent that such recognition would result paid in a duplication of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any of the Company Benefit Plans in accordance with and to the extent permitted by their terms at any time permitted by such termslump sum.

Employee Matters. (aSimultaneously with the Merger, the Surviving Corporation shall assume all employment agreements and termination benefit agreements and arrangements which are in effect at Company on the date hereof. Company and Parent agree to cooperate and take such reasonable actions as may be required to effect an orderly transition of benefits coverage under Company's 401(k) plan, including but not limited to, termination of such plan. As soon as administratively practicable of the Effective Time, Parent shall cause the Surviving Corporation to honor and satisfy all obligations and liabilities with respect to the Company Benefit Plans. Notwithstanding the foregoing, the Surviving Corporation shall not be required to continue any particular Company Benefit Plan after the Effective Time, Purchaser and any Company Benefit Plan may be amended or terminated in accordance with its terms and applicable law. To the extent that any Company Benefit Plan is terminated or amended after the Effective Time so as to reduce the benefits that are then being provided with respect to participants thereunder, Parent shall take all reasonable action so that employees of Company and its Subsidiaries shall be entitled arrange for each individual who is then a participant in such terminated or amended plan to participate in each Purchaser a comparable Parent Benefit Plan of general applicability in accordance with the exception eligibility criteria thereof, provided that (i) such participants shall receive full credit for years of service with Company or any plan frozen to new participants (collectively, the “Purchaser Eligible Plans”) of Company Subsidiaries prior to the same extent as similarly-Merger for purposes of eligibility and vesting, but excluding benefit accrual or the amount of benefits, (ii) such participants shall participate in the Parent Benefit Plans on terms no less favorable than those offered by Parent to similarly situated employees of Purchaser Parent and its Subsidiaries, it being understood that inclusion of (iii) Parent shall cause any and all pre-existing conditions limitations (to the employees of extent such limitations did not apply to a pre-existing condition under the Company Benefit Plans) and its Subsidiaries in the Purchaser Eligible Plans may occur at different times eligibility waiting periods under any group health plans to be waived with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans participants and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are their eligible to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any of the Company Benefit Plans in accordance with and to the extent permitted by their terms at any time permitted by such termsdependents.

Employee Matters. (a) As soon as administratively practicable after During the period commencing at the Effective Time and ending on the 18-month anniversary of the Effective Time, Purchaser M&T shall take all reasonable action so that provide employee benefit and compensation plans for the benefit of employees of Company who are actively employed by Xxxxxx and its Subsidiaries shall be entitled to participate in each Purchaser Benefit Plan of general applicability with on the exception of any plan frozen to new participants Closing Date (collectively, the “Purchaser Eligible PlansCovered Employees”) to the same extent as similarly-situated employees of Purchaser and its Subsidiaries, it being understood that inclusion of the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser while employed by M&T or any of its Subsidiaries to make any grants to any former following the Effective Time that provide employee of Company under any discretionary equity benefits and compensation plan of Purchaser or to provide opportunities which are no less favorable in the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company aggregate than the employee benefits and compensation opportunities that are provided by Xxxxxx and its Subsidiaries to Covered Employees immediately prior to the Effective Time (other than the value of the benefits provided under the ESOP prior to the Closing Date which shall not be considered in determining whether benefits are no less favorable in the aggregate during the period noted above; it being understood that eligibility to participate in a tax-qualified savings plan with an employer matching contribution shall be available to the Covered Employees pursuant to the terms of the applicable plan of M&T as in effect from time to time). Notwithstanding any other provision of this Agreement to the contrary, M&T shall, or shall cause the Surviving Company to maintain the Severance Pay Plan of Xxxxxx City Savings Bank without amendment (except as required by applicable law, including tax law) following the Effective Time (the “Xxxxxx Severance Plan”) and provide each Covered Employee whose employment is terminated (other than a Covered Employee who is terminated under circumstances that constitute a termination for “cause” or under other circumstances not entitling them to severance under the Xxxxxx Xxxxxxxxx Plan or who is otherwise party to an individual agreement that provides for severance pay) during the one-year period following the Effective Time with the severance payments and benefits to which the Covered Employee would have been entitled under the Xxxxxx Xxxxxxxxx Plan immediately prior to the Effective Time, subject to the terms of the Xxxxxx Severance Plan, including the requirement to sign a waiver and release. In addition, M&T shall, or shall cause the Surviving Company to, (i) provide eligible former employees of Xxxxxx and its Subsidiaries who retired prior to the Effective Time and who participate as of the Effective Time in the retiree medical and life insurance plans maintained by Xxxxxx and identified in Section 3.11(g) of the Xxxxxx Disclosure Schedule (the “Xxxxxx Retiree Welfare Plans”) with the ability to continue to participate in the Xxxxxx Retiree Welfare Plans in accordance with the terms of such plans as in effect from time to time during the period commencing at the Effective Time and ending on the fifth anniversary of the Effective Time, (ii) provide each Covered Employee who retires on or before December 31 of the calendar year in which the Effective Time occurs and who is eligible to participateparticipate in the Xxxxxx Retiree Welfare Plans on the date of his or her retirement from M&T with the ability to participate in the Xxxxxx Retiree Welfare Plans in accordance with the terms of such plans as in effect from time to time from his or her applicable retirement date until the fifth anniversary of the Effective Time, (iii) deem Covered Employees who as of immediately prior to recognizethe Effective Time satisfy the eligibility requirements of the Xxxxxx Retiree Welfare Plans (but who do not retire on or before December 31 of the calendar year in which the Effective Time occurs) (the “Eligible Xxxxxx Covered Employees”) to have satisfied the eligibility requirements of the M&T Bank Retiree Medical Plan and the M&T Bank Retiree Life Insurance Plan, in each case, as in effect from time to time, and (iv) recognize service credit with Xxxxxx or any of its Subsidiaries for Covered Employees who are not Eligible Xxxxxx Covered Employees and who are not eligible to participate in the Xxxxxx Retiree Welfare Plans in accordance with either of clauses (i) or (ii) of this sentence, for purposes of determining meeting the eligibility requirements of the M&T Bank Retiree Medical Plan and the M&T Bank Retiree Life Insurance Plan, in each case, as in effect from time to participate intime, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent such service credit was recognized for such purposes by Xxxxxx immediately prior to the Effective Time. After the fifth anniversary of the Effective Time, M&T shall, or shall cause the Surviving Company to provide the retirees of Xxxxxx and its Subsidiaries identified in clause (i) and the retired Covered Employees identified in clause (ii) of the immediately preceding sentence with access to enroll in the M&T Bank Retiree Medical Plan and the M&T Bank Retiree Life Insurance Plan as in effect on the fifth anniversary of the Effective Time (if any) in accordance with the terms of such plans as in effect from time to time, provided that such retirees shall be deemed to satisfy the eligibility requirements of such plans and shall receive credit for their service with Xxxxxx and its Subsidiaries (to the same extent such service was credited for recognized by Xxxxxx prior to such purpose by Company or its Subsidiaries, and, solely retiree’s retirement from Xxxxxx) for purposes of Purchaser’s vacation programs, for purposes of determining any employer subsidy as in effect on the benefit amount, provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any fifth anniversary of the Company Benefit Plans Effective Time under the terms of the M&T plans (if any) in accordance with and the terms of such plans as in effect from time to the extent permitted by their terms at any time permitted by such termstime.

Employee Matters. (a) As soon as administratively practicable From and after the Effective Time, Purchaser shall take all reasonable action so that employees of Company the Surviving Corporation shall, and its Subsidiaries shall be entitled to participate in each Purchaser Benefit Plan of general applicability with the exception of any plan frozen to new participants (collectively, the “Purchaser Eligible Plans”) to the same extent as similarly-situated employees of Purchaser and its Subsidiaries, it being understood that inclusion of the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser Parent shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participatethe Surviving Corporation to, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any of the honor all Company Benefit Plans in accordance with and their terms as in effect immediately prior to the extent permitted Effective Time. During the one-year period following the Effective Time (the “Continuation Period”), Parent shall provide, or shall cause to be provided, to each employee of the Company and its Subsidiaries who continues to be employed by their terms Parent or its Subsidiaries (including the Surviving Corporation and its Subsidiaries) immediately following the Effective Time (each, a “Continuing Employee”), with (i) a base salary or hourly rate that is at least equal to the base salary or hourly rate provided to each such Continuing Employee immediately prior to the Closing Date, (ii) commission, cash bonus and long-term incentive opportunities, as applicable, that are no less favorable than the commission, cash bonus and long-term incentive opportunities provided to each such Continuing Employee immediately prior to the Closing Date (except that no equity-based compensation shall be considered or taken into account for purposes of determining whether opportunities are no less favorable), and (iii) employee benefits that are no less favorable in the aggregate than the employee benefits provided to each such Continuing Employee immediately prior to the Closing Date. In addition and notwithstanding anything to the contrary in the foregoing two sentences, during the Continuation Period (or such longer period as may be required by applicable Law), Parent shall provide, or shall cause to be provided, to each Continuing Employee identified on Section 7.04(a) of the Company Disclosure Letter whose employment is terminated without Cause (as defined in Section 7.04(a) of the Company Disclosure Letter) during such period with the severance benefits set forth in Section 7.04(a) of the Company Disclosure Letter; provided that the receipt of any time permitted such severance shall be conditioned upon and subject to the execution (and non-revocation) by such termsemployee of a customary release of claims in favor of Parent and its Affiliates (in substantially the form used by the Company as of the date hereof with respect to terminations of employment, a copy of which has been made available to Parent prior to the date hereof) (a “Release of Claims”).

Employee Matters. (a) As soon For a period of at least twelve (12) months following the Closing Date (or, if earlier, the date of termination of the applicable Continuing Employee) (the “Continuation Period”), Buyer shall, or shall cause its Affiliates to, provide (i) each Business Employee who is employed by the Company or any Company Subsidiary as administratively practicable after of the Effective TimeTime (which for the avoidance of doubt, Purchaser shall take all reasonable action so that employees of Company and its Subsidiaries shall be entitled to participate in each Purchaser Benefit Plan of general applicability with the exception of not include any plan frozen to new participants Short-Term Disability Leave Employee except as provided below) (collectivelyeach, the a “Purchaser Eligible PlansContinuing Employee”) to the same extent as similarly-situated employees of Purchaser and its Subsidiaries, it being understood that inclusion of the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur with (x) at different times with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide least the same level of base salary or hourly wage rate, as the case may be, that was provided to such Continuing Employee immediately prior to the Closing Date, and (or anyy) employer contributions or annual cash target incentive opportunities that are substantially comparable in the aggregate to the annual cash target incentive opportunities in effect with respect to such Continuing Employee immediately prior to the Closing Date, and (ii) each Continuing Employee with other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan compensation and employee benefits that are no less favorable, in which employees of Company and its Subsidiaries are eligible to participatethe aggregate, to recognizethose provided to such Continuing Employee immediately prior to the Closing Date (other than defined benefit retirement benefits, for purposes of determining eligibility to participate in, retiree welfare benefits and vesting of, benefits under equity incentives). Notwithstanding the Purchaser Eligible Plansforegoing, the service terms and conditions of employment for any Continuing Employee subject to a CBA shall be in accordance with such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service shall not be recognized agreement to the extent that required by Law. Following the Closing Date, Buyer shall offer, or cause its Affiliates to offer, employment to each Short-Term Disability Leave Employee if such recognition would result Short-Term Disability Leave Employee returns to active status at work within the twelve (12) month period following the Closing Date (or such longer period as required by applicable Law) and upon their acceptance of such employment, such Short-Term Disability Leave Employee shall be treated as a Continuing Employee hereunder. Buyer and Seller shall reasonably cooperate in a duplication order to facilitate such offers and effectuate the transfer of benefits. Except for the commitment employment of any Short-Term Disability Leave Employee to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any of the Company Benefit Plans in accordance with and to the extent permitted by their terms at any time permitted by such termsor an Affiliate thereof.

Employee Matters. (aSimultaneously with the Merger, the Surviving Corporation shall assume all employment agreements and termination benefit agreements and arrangements which are in effect at Company on the date hereof. The Company and Parent agree to cooperate and take such reasonable actions as may be required to effect an orderly transition of benefits coverage under Company's 401(k) plan, including but not limited to, termination of such plan. As soon as administratively practicable of the Effective Time, the Surviving Corporation shall honor and satisfy all obligations and liabilities with respect to the Company Benefit Plans. Notwithstanding the foregoing, the Surviving Corporation shall not be required to continue any particular Company Benefit Plan after the Effective Time, Purchaser and any Company Benefit Plan may be amended or terminated in accordance with its terms and applicable law. To the extent that any Company Benefit Plan is terminated or amended after the Effective Time so as to reduce the benefits that are then being provided with respect to participants thereunder, Surviving Corporation shall take all reasonable action so that employees of Company and its Subsidiaries shall be entitled arrange for each individual who is then a participant in such terminated or amended plan to participate in each Purchaser Benefit Plan of general applicability a comparable benefit plan maintained by Surviving Corporation in accordance with the exception eligibility criteria thereof. All welfare benefit plans of any plan frozen to new participants (collectively, the “Purchaser Eligible Plans”) Parent or the Surviving Corporation in which the Company's employees participate after the Effective Time shall provide coverage for preexisting health conditions to the same extent as similarly-situated employees of Purchaser and its Subsidiaries, it being understood that inclusion those conditions were covered under the applicable plans or programs of the employees Company as of Company the Effective Time, and its Subsidiaries in the Purchaser Eligible Plans may occur at different times all limitations as to pre-existing conditions, exclusions and waiting periods shall accordingly be waived with respect to different participation and coverage under those plans, provided that coverage other than limitations or waiting periods already in effect with respect to one or more Company employees which had not been satisfied as of the Effective Time under any welfare plan maintained for such Company employees immediately prior to the Effective Time. In addition, under each such welfare benefit plan of the Parent or the Surviving Corporation, the outstanding claims and expenses incurred by the Company's employees under each corresponding welfare benefit plan of the Company for the portion of the plan year preceding the Effective Time shall be continued recognized, and the Company's employees shall be given credit for amounts paid by them under each corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation benefit plan of Purchaser or to provide the same level Company, for the portion of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participate, to recognizethe plan year preceding the Effective Time, for purposes of determining eligibility to participate inapplying deductibles, co-payments and vesting out-of, benefits under the Purchaser Eligible Plans, the service of -pocket maximums as though such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any of the Company Benefit Plans amounts had been paid in accordance with the terms and to conditions of the extent permitted by their terms at any time permitted by such termssuccessor welfare benefit plan of the Parent or the Surviving Corporation.

Employee Matters. (a) As soon as administratively practicable From and after the Effective Time, Purchaser shall take all reasonable action so that ---------------- the employee benefit plans and programs to be provided to employees of Company and its Subsidiaries HFP as of the Effective Time ("HFP Employees") shall be entitled the benefit plans and programs provided to participate in each Purchaser Benefit Plan of general applicability with the exception of any plan frozen to new participants (collectively, the “Purchaser Eligible Plans”) to the same extent as similarly-similarly situated employees of Purchaser Xxxxxx. For purposes of all employee benefit plans, programs or arrangements maintained, sponsored or contributed to by Xxxxxx or its affiliates, in which HFP Employees shall be eligible to participate, Xxxxxx shall cause each such plan, program or arrangement to treat the prior service of each HFP Employee with HFP or its affiliates as service rendered to Xxxxxx or its affiliates for purposes of eligibility, vesting and benefits accruals (but not for purposes of benefit accruals under any defined benefit pension plan). From and after the Effective Time, Xxxxxx shall (i) cause any pre-existing conditions or limitations and eligibility waiting periods under any group health plans of Xxxxxx or its Subsidiaries, it being understood that inclusion of the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times affiliates to be waived with respect to different plans, provided that coverage shall be continued under corresponding Company HFP Employees and their eligible dependents and (ii) give each HFP Employee credit for the plan year in which the Effective Time (or the transition from HFP Benefit Plans until to the Plans of Xxxxxx or its affiliates) occurs towards applicable deductibles and annual out-of- pocket limits for expenses incurred prior to the Effective Time (or such other transition date). From and after the Effective Time, Xxxxxx shall, or shall cause the Surviving Corporation, to honor, pursuant to the terms of the HFP Benefit Plans, all accrued or vested benefit obligations to current and former employees are permitted of HFP or its affiliates under the HFP Benefit Plans. From and after the Effective Time, Xxxxxx will or will cause the Surviving Corporation to participate in retain those existing employees reasonably required by management of HFP for the Purchaser Eligible Plans and provided further, however, that nothing conduct of the business of the Surviving Corporation after the Effective Time. Notwithstanding anything contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent contrary, Xxxxxx or the Surviving Corporation, as such service was credited for such purpose by Company the case may be, shall take or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining cause to be taken all actions necessary to effectuate the benefit amount, provided, however, that such service shall not be recognized to the extent that such recognition would result items set forth in a duplication of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any Schedule A of the Company Benefit Plans in accordance with and to the extent permitted by their terms at any time permitted by such termsHFP Schedule.

Employee Matters. (a) As soon as administratively practicable after Following the Effective TimeClosing Date, Purchaser shall take all reasonable action so maintain or cause to be maintained employee benefit plans and compensation opportunities for the benefit of employees (as a group) who are actively employed by Company and its Subsidiaries on the Closing Date (“Covered Employees”) that provide employee benefits and compensation opportunities which, in the aggregate, are substantially comparable to the employee benefits and compensation opportunities that are generally made available to similarly situated employees of Purchaser or its Subsidiaries (other than Company and its Subsidiaries) (collectively, the “Purchaser Plans”), as applicable; provided that (i) in no event shall any Covered Employee be eligible to participate in any closed or frozen Purchaser Plan; and (ii) until such time as Purchaser shall cause Covered Employees to participate in the Purchaser Plans, a Covered Employee’s continued participation in employee benefit plans and compensation opportunities of Company and its Subsidiaries shall be entitled deemed to participate in each Purchaser Benefit Plan satisfy the foregoing provisions of general applicability with the exception of any plan frozen to new participants this sentence (collectively, the “Purchaser Eligible Plans”) to the same extent as similarly-situated employees of Purchaser and its Subsidiaries, it being understood that inclusion of the employees of Company and its Subsidiaries participation in the Purchaser Eligible Plans may occur commence at different times with respect to different planseach Purchaser Plan). Notwithstanding any other provision of this Agreement to the contrary, Purchaser shall, or shall cause the Surviving Company to maintain the Company’s Reduction in Force Severance Policy (as amended) without amendment following the Effective Time (the “Company Severance Plan”) and provide each Covered Employee whose employment is terminated (other than under circumstances that constitute a termination for “cause” or who are not otherwise party to an individual agreement that provides for severance pay) during the one-year period following the Effective Time with severance under the Company Severance Plan. ; provided that coverage that, the severance benefits provided to a terminated Covered Employee shall be continued under corresponding Company Benefit Plans until determined without taking into account any reduction after the Effective Time in compensation paid to such employees are permitted to participate Covered Employee and may be conditioned on the Covered Employee signing a separation and general release agreement in the form reasonably acceptable to Purchaser. In addition, Purchaser Eligible Plans and provided furthershall, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan the Surviving Company to, honor the obligations with respect to Company’s retiree medical program as set forth in which employees of Company and its Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any Section 6.5(a) of the Company Benefit Plans in accordance with and to the extent permitted by their terms at any time permitted by such termsDisclosure Schedule.

Employee Matters. (a) As soon Acquirer shall have the sole right and discretion to determine which Persons shall remain as administratively practicable Employees after the Effective TimeClosing Date. Following the Closing Date, Purchaser Acquirer shall take all reasonable action so maintain or cause to be maintained employee benefit plans and compensation opportunities for the benefit of Employees who remain actively employed by the Company or its Subsidiaries after the Closing Date (“Covered Employees”) that provide employee benefits and compensation opportunities that, in the aggregate, are no less favorable than the employee benefits and compensation opportunities that are generally made available to similarly situated employees of Company Acquirer or its Subsidiaries (other than the Surviving Corporation and its Subsidiaries shall be entitled to participate in each Purchaser Benefit Plan of general applicability with the exception of any plan frozen to new participants Subsidiaries) (collectively, the “Purchaser Eligible Acquirer Plans”), as applicable; provided, that (i) with respect to retirement benefits, satisfaction of the foregoing standard shall not require that any Covered Employee be eligible to participate in any specific retirement plan of Acquirer or a closed or frozen Acquirer Plan; and (ii) until such time as Acquirer shall cause Covered Employees to participate in the Acquirer Plans, a Covered Employee’s continued participation in the employee benefit plans and compensation opportunities of the Company and its Subsidiaries as in effect immediately prior to the same extent as similarly-situated employees Closing Date shall be deemed to satisfy the foregoing provisions of Purchaser and its Subsidiaries, this sentence (it being understood that inclusion of the employees of Company and its Subsidiaries participation in the Purchaser Eligible Acquirer Plans may occur commence at different times with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any of the Company Benefit Plans in accordance with and to the extent permitted by their terms at any time permitted by such termsAcquirer Plan).

Employee Matters. (a) As soon as administratively practicable Buyer may offer employment to those employees of Seller listed on Exhibit 2.6(a) hereof (the "Employees"), subject to Buyer's standard hiring procedures, including, but not limited to, drug testing. Buyer will be afforded an opportunity to meet with and interview the Employees following execution of this Agreement; however, Buyer shall not extend any offers of employment or otherwise announce or notify the Employees of Buyer's intentions regarding the Employees who will be offered employment by Buyer until after receipt of all necessary regulatory approvals of the transactions contemplated by this Agreement. The base salary for each Employee who receives an offer of employment from Buyer and accepts such offer (the "Hired Employees") shall not be less than the base salary provided by Seller immediately prior to the Effective Time, Purchaser shall take all reasonable action so that employees of Company and its Subsidiaries shall subject to changes due to employment classification. With respect to Buyer's qualified plans, the Hired Employees will be entitled to treated as new hires; however, Hired Employees will immediately participate in each Purchaser Benefit Plan of general applicability with the exception of any plan frozen welfare benefit plans maintained by Buyer without regard to new participants (collectivelypre-existing conditions or waiting periods, the “Purchaser Eligible Plans”) to the same extent as similarly-situated employees of Purchaser if and its Subsidiaries, it being understood that inclusion of the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service shall not be recognized to the extent that such recognition would result employees are participating in a duplication of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any of the Company Benefit Plans in accordance with and Seller's welfare benefit plans immediately prior to the extent permitted Closing Date. Hired Employees will be required to satisfy the deductible and employee payments (if any) required by Buyer's plans. Hired Employees shall receive full credit for prior service with Seller for purposes of determining their terms at eligibility and vesting (but not the accrual of any time permitted by such termsbenefit) under Buyer's employee benefit plans. Hired Employees will be eligible for severance benefits consistent with Buyer's severance policies or plans, provided that all service with the Seller shall be taken into account in determining benefits under Buyer's severance policies or plans. Buyer shall not be responsible or liable for any benefits accrued under the pension or welfare plans of Seller. Buyer will assume and be responsible for any and all accrued but not paid vacation for Hired Employees for January 1, 2003 through the Closing Date.

Employee Matters. (a) As soon as administratively practicable From and after the Astro Effective Time, Purchaser HoldCo and the Surviving Entities shall take (i) recognize the applicable union(s) designated in Section 4.14(a) of the Company Disclosure Letter as the exclusive representative of the applicable bargaining unit referenced on such Schedule; (ii) continue to honor all reasonable action so Company Benefit Plans (including by adopting or otherwise continuing to honor all collective bargaining agreements and other contracts between the Company or any of its Subsidiaries and any labor union or other representative of employees) and compensation arrangements and agreements in accordance with their terms as in effect immediately before the Astro Effective Time, including continuing to provide medical benefits under a HoldCo Plan (as defined below) to any Company retiree who is receiving medical benefits from the Company immediately prior to the date of this Agreement that employees are substantially similar to the benefits being received immediately prior to the Astro Effective Time; (iii) fully vest any Company Pension Plan participant in such participant’s pension benefit upon the occurrence of an Involuntary Termination that occurs within the earlier of one hundred eighty (180) days after the Closing Date or December 31, 2017; and (iv) cause any employee benefit plans and compensation arrangements established, maintained or contributed to by HoldCo, Parent or any of their Affiliates (including the Company and its Subsidiaries shall be entitled to participate in each Purchaser Benefit Plan Subsidiaries) that cover any of general applicability with the exception of any plan frozen to new participants Continuing Employees following the Closing (collectively, the “Purchaser Eligible HoldCo Plans”) to (except to the same extent as similarly-situated employees prohibited by any collective bargaining agreement or obligation): (x) recognize the pre‑Closing service of Purchaser and its Subsidiaries, it being understood that inclusion of participating Continuing Employees with the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participate, to recognize, for purposes of determining vesting and eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely (but not for purposes of Purchaser’s vacation programsbenefit accrual), for purposes of determining the benefit amount, provided, however, that such service shall not be recognized except to the extent that such recognition service credit would result in a duplication of benefits. Except benefits for the commitment same period, (y) with respect to continue those any HoldCo Plan that provides medical benefits, waive any pre‑existing condition limitations for participating Continuing Employees, and (z) provide credit to each participating Continuing Employee for amounts paid by such Continuing Employee prior to the Closing during the year in which the Closing occurs under any analogous Company Benefit Plans Plan during the same period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms of such HoldCo Plan; provided, that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement herein shall limit the ability right of Purchaser the Company, HoldCo or the Surviving Entities to amend or terminate any of the Company Benefit Plans such plans, arrangements and agreements in accordance with and to the extent permitted by their terms at any time permitted by such terms.

Employee Matters. (a) As soon as administratively practicable after The Company shall cause the Effective Time, Purchaser shall take employment or services of all reasonable action so that employees of Company and its Subsidiaries shall be entitled to participate in each Purchaser Benefit Plan of general applicability with the exception of any plan frozen to new participants (collectively, the “Purchaser Eligible Plans”) to the same extent as similarly-situated employees of Purchaser and its Subsidiaries, it being understood that inclusion of the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to be terminated immediately prior to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, Effective Time; provided, however, that such service termination shall not be recognized to contingent upon the extent that such recognition would result in a duplication of benefitsEffective Time occurring. Except for Upon the commitment to continue those Effective Time, the cash severance payments and benefits provided under the applicable Company Benefit Plans that correspond (based on a termination without “cause” or “qualifying termination” as applicable) shall be paid in full in a lump sum to Purchaser Eligible Plans until employees each employee of the Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser and to amend or terminate any former employee of the Company Benefit Plans and its Subsidiaries who is receiving severance payments and/or benefits that have not been previously paid in full as of the Effective Time (collectively the “Affected Employees”), with the amount in respect of health, dental, vision and hospitalization benefits to equal the full premium amount for such benefits for the applicable coverage period plus the amount necessary so that after the payment of all income and employment taxes, the Affected Employee retains the full aggregate premium amount (with such amounts determined in a manner consistent with the methodology used in the summary of such payments previously provided by the Company to Parent); provided, however, that any and all payments to be made under this Section 6.5 shall be made in accordance with the requirements of Section 409A of the Code and the Treasury Regulations thereunder. Parent and the Company agree to cooperate during the extent permitted by their terms at any time permitted by period between the date of this Agreement and the Closing Date to assist the Affected Employees in obtaining post-Closing health, dental, vision and hospitalization benefits, which benefits, for the avoidance of doubt, shall be the exclusive expense of each such termsAffected Employee. Parent is externally-managed and therefore has no employees and is not capable of hiring employees. The Investment Adviser intends to meet with employees of the Company to discuss potential employment opportunities with the Investment Adviser. The parties acknowledge and agree that the Merger shall constitute a “change of control” within the meaning of each Company Benefit Plan.

Employee Matters. (a) As soon as administratively practicable after For 12 months following the Effective Time, Purchaser Parent shall, and shall take all reasonable action so that employees of Company cause its Affiliates, the Surviving Corporation and its Subsidiaries shall be entitled to, honor in accordance with their terms all employment agreements of the Company or any of its Subsidiaries, except in the event the individuals covered under such agreements enter into new agreements with Parent, the Surviving Corporation or their Affiliates that supersede or change the terms of such employment agreements. If any Continuing Employee (as defined below) becomes covered by any employee benefit plan sponsored by Parent or any of its Affiliates or Parent or Surviving Corporation make any material change to participate a Company Plan that was in each Purchaser Benefit Plan effect as of general applicability with the exception of any plan frozen to new participants date hereof (collectively, the “Purchaser Eligible Continuing Employee Plans”) (i) Parent shall cause any such Continuing Employee Plans to recognize the same extent as similarly-situated employees of Purchaser and its Subsidiaries, it being understood that inclusion of service with the employees of Company and its Subsidiaries in prior to the Purchaser Eligible Plans may occur at different times with respect Effective Time (to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until the extent such employees are permitted to participate in service was recognized by the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible under the Company Plans) of each individual employed by the Company or one of its Subsidiaries immediately prior to participatethe Effective Time and who remains in the employment of the Surviving Corporation or one of its Subsidiaries or Affiliates (each, a “Continuing Employee”) for all purposes of vesting, eligibility and benefit entitlement; and (ii) for 12 months following the Effective Time, Parent shall cause each Parent Plan that actually covers any Continuing Employee following the Effective Time to recognizewaive pre-existing condition limitations to the extent waived or not applicable under the analogous Company Plan relating to such Continuing Employee, and Parent shall cause such Continuing Employees to be given credit under such Continuing Employee Plans for amounts paid prior to the Effective Time during the year in which the Effective Time occurs under a corresponding Company Plan during the same period for purposes of determining eligibility to participate inapplying deductibles, co-payments and vesting out-of, benefits under -pocket maximums as though such amounts had been paid in accordance with the Purchaser Eligible Plans, terms and conditions of the service of such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service applicable Parent Plan. The foregoing shall not be recognized apply to the extent that such recognition service credit would result in a duplication of benefits. Except benefits for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend same period or terminate any of the Company Benefit Plans in accordance with and to the extent is not permitted by their the applicable third party benefit provider under the terms at any time permitted by and conditions of such termsContinuing Employee Plan.

Employee Matters. (ai) As soon as administratively practicable For all purposes (including purposes of vesting, eligibility to participate and level of benefits) under the employee benefit plans of Parent and its Subsidiaries providing benefits to any current and former employee of the Company and its Subsidiaries (“Company Employees”) after the Effective Time (the “New Plans”), each Company Employee shall be credited with his or her years of service with the Company and its Subsidiaries and their respective predecessors before the Effective Time, Purchaser shall take all reasonable action so that employees of Company and its Subsidiaries shall be entitled to participate in each Purchaser Benefit Plan of general applicability with the exception of any plan frozen to new participants (collectively, the “Purchaser Eligible Plans”) to the same extent as similarly-situated employees of Purchaser and its Subsidiaries, it being understood that inclusion of the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent as such service Company Employee was credited entitled, before the Effective Time, to credit for such purpose by service under any similar Company Benefit Plan or its SubsidiariesCompany Foreign Plan in which such Company Employee participated or was eligible to participate immediately prior to the Effective Time, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining provided that the benefit amount, provided, however, that such service foregoing shall not be recognized apply with respect to benefit accrual under any defined benefit pension plan or to the extent that such recognition its application would result in a duplication of benefitsbenefits with respect to the same period of service. Except for In addition, and without limiting the commitment generality of the foregoing, (A) each Company Employee shall be immediately eligible to continue those participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is comparable to a Company Benefit Plan or Company Foreign Plan in which such Company Employee participated immediately before the Effective Time (such plans, collectively, the “Old Plans”), and (B) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Company Employee, Parent shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, unless such conditions would not have been waived under the comparable Old Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any of the Company Benefit Plans or its Subsidiaries in which such employee participated immediately prior to the Effective Time and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with and to the extent permitted by their terms at any time permitted by such termsNew Plan.

Employee Matters. (a) As soon as administratively practicable after For a period of twelve (12) months following the Effective TimeClosing (the “Continuation Period”), Purchaser Parent shall, or shall take all reasonable action so that employees of cause its Affiliates (including the Company and its Subsidiaries shall be entitled to participate in the Company Subsidiaries) to, provide each Purchaser Benefit Plan employee who is employed by the Company or any Company Subsidiary on the Closing Date (including any employee on vacation, leave of general applicability absence or short- or long-term disability) and who remains employed with the exception of any plan frozen to new participants Parent or its Affiliates (collectively, the “Purchaser Eligible PlansContinuing Employees”) with (i) a base salary or wage rate, as applicable, and target annual bonus, commission and other short-term cash incentive opportunities that are, in each case, no less favorable than those being provided to each such Continuing Employee immediately prior to the Closing; and (ii) employee benefits (excluding any defined benefit pension, retiree health or welfare, retention, change in control, or transaction-based, equity-based and other long-term cash incentive compensation opportunities or benefits) that are either (A) substantially comparable in the aggregate to the employee benefits provided to each such Continuing Employee immediately prior to the Closing or (B) the same extent as similarly-the employee benefits provided by Parent and its Affiliates to similarly situated employees of Purchaser Parent and its Subsidiaries, it being understood that inclusion Affiliates. Notwithstanding the generality of the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times foregoing, with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser any Continuing Employee whose employment is terminated by Parent or any of its Subsidiaries Affiliates (including the Company and the Company Subsidiaries) during the Continuation Period, Parent shall provide, or shall cause its Affiliates (including the Company and the Company Subsidiaries) to make any grants provide, severance benefits to any former employee of Company under any discretionary equity compensation plan of Purchaser such Continuing Employee, which shall be determined and payable in accordance with the applicable severance benefit plan, agreement or to provide informal policy maintained by the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of the Company and its Subsidiaries are eligible to participate, to recognize, Subsidiary for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service benefit of such employees with Company and its Subsidiaries Continuing Employee immediately prior to the same extent Closing and as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any set forth on Section 6.8(a)(ii) of the Company Benefit Plans Disclosure Letter, taking into account all service with Parent, the Company, the Company Subsidiaries and any of their respective Affiliates in accordance with and to determining the extent permitted by their terms at any time permitted by such termsamount of severance benefits payable.

Employee Matters. (a) As soon as administratively practicable after For the six-month period following the Effective Time, Purchaser Fifth Third shall, or shall take all reasonable action so that employees cause its applicable Subsidiaries to, provide to those individuals actively employed by, or on an authorized leave of Company and absence from, First Charter or one of its Subsidiaries shall be entitled to participate in each Purchaser Benefit Plan as of general applicability with the exception of any plan frozen to new participants Effective Time (collectively, the “Purchaser Eligible PlansCovered Employees”) with employee benefits, rates of base salary or hourly wage and annual bonus opportunities that are substantially similar, in the aggregate, to the same extent as similarly-situated employees aggregate rates of Purchaser base salary or hourly wage and its Subsidiaries, it being understood that inclusion of employee benefits and annual bonus opportunities provided to such Covered Employees under the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Company First Charter Benefit Plans until such employees are permitted to participate as in effect immediately before the Purchaser Eligible Plans and provided furtherEffective Time; notwithstanding the foregoing, however, that nothing contained in herein shall (i) be treated as an amendment of any particular First Charter Benefit Plan, (ii) give any third party any right to enforce the provisions of this Agreement shall require Purchaser Section 6.6, (iii) limit the right of Fifth Third or any of its Subsidiaries to make terminate the employment of any grants to Covered Employee at any former employee time or require Fifth Third or any of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to provide any such Covered Employee benefits, rates of base salary or hourly wage or annual bonus opportunities for any period following any such termination, other than as required by applicable law or pro-rata incentive plan payouts, or (iv) obligate First Charter, Fifth Third or any of their respective Subsidiaries to (A) maintain any particular First Charter Benefit Plan or (B) retain the same extent as such service was credited employment of any particular employee. Fifth Third will offer or provide to any Covered Employee retained by Fifth Third or any affiliate of Fifth Third participation in employee benefit plans and arrangements available for such purpose by Company similarly situated employees of Fifth Third or its affiliates or Subsidiaries. Notwithstanding the foregoing, andno covered Employee shall be eligible to participate in Fifth Third’s Master Retirement Plan, solely for purposes of Purchaser’s vacation programswhich has been frozen as to new participants. In addition, for purposes of determining the benefit amount, provided, however, that such service Fifth Third shall not be recognized obligated to cause any Covered Employee to participate in any defined benefit plan that is maintained by Fifth Third, or any affiliate of Fifth Third, whether or not such plan meets the extent that such recognition would result in a duplication requirements of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any of the Company Benefit Plans in accordance with and to the extent permitted by their terms at any time permitted by such termsCode Section 414(j).

Employee Matters. (a) As soon For the period commencing as administratively practicable after the Effective Time, Purchaser shall take all reasonable action so that employees of Company and its Subsidiaries shall be entitled to participate in each Purchaser Benefit Plan of general applicability with the exception of any plan frozen to new participants (collectively, the “Purchaser Eligible Plans”) to the same extent as similarly-situated employees of Purchaser and its Subsidiaries, it being understood that inclusion of the employees Closing Date and ending on the first anniversary of the Closing Date, Parent shall, or shall cause one of its Controlled Affiliates to, provide each employee of the Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries who continues their employment with Parent or one its Controlled Affiliates immediately following the Closing (the “Continuing Employees”) (i) the base salary that is no less favorable than the lesser of the base salary provided to make any grants the Continuing Employee immediately prior to any former the Closing or the base salary provided to similarly situated employees of Parent and its Controlled Affiliates (other than the Group Companies) immediately prior to the Closing and (ii) all other employee benefits (excluding equity, equity-based and change in control benefits) that are, in the aggregate, no less favorable than the lesser of Company under any discretionary equity compensation plan the employee benefits (excluding equity, equity-based and change in control benefits) provided to the Continuing Employee immediately prior to the Closing or the employee benefits (excluding equity, equity-based and change in control benefits) provided to similarly situated employees of Purchaser or Parent and its Controlled Affiliates (other than the Group Companies) immediately prior to provide the same level of Closing. Parent shall (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of its Controlled Affiliates to) use commercially reasonable efforts to recognize the prior service with the Company and its Subsidiaries are eligible to participate, to recognize, of each of the Continuing Employees for purposes of determining eligibility to participate inparticipate, vesting and vesting ofentitlement to benefits where length of service is relevant (including, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programsbut not limited to, for purposes of determining the benefit amountvacation, providedsick and paid time-off accrual and severance benefits). Parent shall (or cause its Controlled Affiliates to) use commercially reasonable efforts to waive all limitations as to pre-existing conditions exclusions (or actively at work or similar limitations), howeverevidence of insurability requirements and waiting periods with respect to participation and coverage requirements applicable to such Continuing Employees under any medical, dental and vision plans that such service employees may be eligible to participate in after the Closing. Parent shall (or shall cause its Controlled Affiliates to) use commercially reasonable efforts to also provide such Continuing Employees and their eligible dependents with credit for any co-payments, deductibles and offsets (or similar payments) made under the Benefit Plans for the year in which the Closing occurs under Parent’s (or one of its Controlled Affiliates’) medical, dental and vision plans for the purposes of satisfying any applicable deductible, out-of-pocket, or similar requirements under such employee benefit plans in the year in which the Closing occurs. Notwithstanding anything herein to the contrary, this Section 6.10 shall not be recognized operate to (i) duplicate any benefit provided to any such Continuing Employee or to fund any such benefit, (ii) require Parent, the extent that such recognition would result Company or any of their respective Subsidiaries and Affiliates to continue to maintain any employee benefit plan in a duplication of benefits. Except effect following the Closing for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Parent, the Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any of their respective Subsidiaries and Affiliates, including such Continuing Employees, or (iii) be construed to mean the employment of such Continuing Employees is not terminable by Parent, the Company Benefit Plans in accordance with or any of their respective Subsidiaries and to the extent permitted by their terms Affiliates at any time permitted by such termstime, for any reason and without notice.

Employee Matters. (a) As soon Wxxxxxx, as administratively practicable after the Surviving Corporation, shall provide the employees of Sterling and its Subsidiaries as of the Effective Time (the “Continuing Employees”), during the period commencing at the Effective Time and ending on the first anniversary thereof (the “Continuation Period”), for so long as they are employed following the Effective Time, Purchaser shall take all reasonable action so that employees of Company and its Subsidiaries shall be entitled to participate in each Purchaser Benefit Plan of general applicability with the exception of any plan frozen to new participants following: (collectivelyi) annual base salary or wages, as applicable, that are no less than the “Purchaser Eligible Plans”) annual base salary or wages in effect for each such Continuing Employee immediately prior to the same extent as similarly-Effective Time; (ii) target cash incentive opportunities that are no less favorable than those provided to similarly situated employees of Purchaser Wxxxxxx and its Subsidiaries; provided, that, if the Effective Time occurs in calendar year 2021, the Continuing Employees’ target cash incentive opportunities for such year shall be no less favorable than those provided to each such Continuing Employee immediately prior to the Effective Time; and (iii) (x) all employee statutory entitlements; and (y) all employee benefits (other than severance which will be provided as set forth in the last sentence of this Section 6.6(a)) and other compensation that are substantially comparable in the aggregate to those provided to similarly situated employees of Wxxxxxx and its Subsidiaries; provided, that, with respect to clause (iii), until such time as Wxxxxxx fully integrates the Continuing Employees into its plans, participation in the Sterling Benefit Plans (other than severance) shall be deemed to satisfy the foregoing standards, it being understood that inclusion the Continuing Employees may commence participating in the plans of the employees of Company Wxxxxxx and its Subsidiaries in on different dates following the Purchaser Eligible Plans may occur at different times Effective Time with respect to different plans. During the Continuation Period, provided that coverage each Continuing Employee who is not party to an individual agreement providing for severance or termination benefits and is terminated under severance qualifying circumstances shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, severance benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service shall not be recognized to the extent that such recognition would result applicable Sterling Benefit Plan set forth in a duplication of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any Section 6.6(a) of the Company Benefit Plans in accordance with Sterling Disclosure Schedule, subject to such employee’s execution (and to the extent permitted by their terms at any time permitted by such termsnon-revocation) of a release of claims.

Employee Matters. (a) As soon Buyer may offer employment upon such terms and conditions of employment as administratively practicable after the Effective TimeBuyer may establish, Purchaser shall take all reasonable action so that employees of Company and its Subsidiaries shall be entitled to participate in each Purchaser Benefit Plan of general applicability with the exception of any plan frozen to new participants (collectively, the “Purchaser Eligible Plans”) to the same extent as similarly-situated employees of Purchaser and its Subsidiaries, it being understood that inclusion certain of the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times Employer who primarily perform services with respect to different plansthe operation of the Business as of the Closing Date; provided, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted if, prior to participate the date which is 180 days after the Closing Date, Buyer terminates the employment of any employee listed on Schedule 5.13(d) employed by Buyer as of the Closing Date other than "for cause" as described in the Purchaser Eligible Plans Summary Plan Description of Telecommunications Inc. Severance Pay Plan effective July 1, 1996 (the "Severance Plan"), Buyer shall pay to such terminated employee the severance benefit payments which such employee would have been entitled to receive had it been terminated by Employer as of the Closing Date in an amount and provided upon such terms as set forth in the Severance Plan (but in no event more than six months' severance benefits for any employee); provided, further, however, that nothing contained in this Agreement Buyer shall require Purchaser not be required to make any such severance payments with respect to any employee who is hired by TCI or any of its Subsidiaries direct or indirect wholly-owned subsidiaries (including Employer) within 45 Business Days of his termination of employment by Buyer. Not later than March 24, 1997, Buyer shall deliver to make any grants to any former employee Seller a notice containing the names of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company the Business to whom Buyer intends to offer employment on the Closing Date (the "Employee List"); provided, that (i) if the Closing has not occurred, Buyer may deliver to Seller a notice updating the Employee List on the date which is 150 days after the date of this Agreement and its Subsidiaries are eligible (ii) if the Termination Date is extended by Seller, Buyer may deliver to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries Seller a notice no later than 60 Business Days prior to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining extended Termination Date updating the benefit amount, Employee List; provided, however, that such service any notice delivered by Buyer updating the Employee List shall not be recognized deemed effective if the Closing occurs fewer than 60 Business Days after delivery to Seller of such updated Employee List. TCI shall cause Employer to terminate the employment of all such employees hired by Buyer as of the Adjustment Time. Seller shall undertake to provide to all affected employees and any other necessary persons any notice that may be required under the WARN Act. Except as provided herein, Employer shall retain all liabilities arising prior to the extent that such recognition would result in a duplication of benefits. Except for the commitment Adjustment Time relating to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plansemployees, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any of the Company Benefit Plans in accordance with and to the extent permitted by their terms at any time permitted by such termsincluding severance obligations.

Employee Matters. (a) As soon as administratively practicable From the Acceptance Time through no earlier than December 31 of the calendar year following the calendar year in which the Closing Date occurs (the “Continuation Period”), the Company or, if after the Effective Time, Purchaser the Surviving Corporation shall take all reasonable action so that employees of cause each individual who is employed by the Company and its Subsidiaries shall any Company Subsidiary immediately before the Acceptance Time (each, a “Continuing Employee”) to be entitled provided with (i) base compensation and bonus or incentive opportunities that are no less favorable in the aggregate than the base compensation and bonus or incentive opportunities (including value attributable to participate equity-based compensation) provided to such Continuing Employee immediately prior to the Acceptance Time and (ii) employee benefits that are substantially comparable in each Purchaser Benefit Plan the aggregate to those provided to such Continuing Employee immediately prior to the Acceptance Time. Except to the extent necessary to avoid the duplication of general applicability with the exception of any plan frozen to new participants (collectivelybenefits, the Company or, if after the Effective Time, the Surviving Corporation shall recognize the service of each Continuing Employee prior to the Acceptance Time as if such service had been performed with Parent or its Affiliates (A) for all purposes under the Company Benefit Plans maintained by the Company or the Surviving Corporation or their respective Affiliates after the Acceptance Time (to the extent such plans, programs or agreements are provided to Continuing Employees), (B) for purposes of eligibility and vesting under any employee benefit plans and programs of the Company or the Surviving Corporation or their respective ERISA Affiliates other than the Company Benefit Plans (the “Purchaser Eligible Surviving Corporation Plans”) in which the Continuing Employee participates after the Acceptance Time and (C) for purposes of determination of benefit accruals and benefit levels with respect to vacation, paid time off and severance under any Surviving Corporation Plan in which the Continuing Employee participates after the Acceptance Time (excluding, for the avoidance of doubt, benefit accrual under any defined benefit pension plans and non-qualified retirement plans), in each case to the same extent as similarly-situated employees of Purchaser and its Subsidiaries, it being understood that inclusion of such Continuing Employee’s service was recognized by the employees of Company and its the Company Subsidiaries in under the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees such Continuing Employee participated immediately before the Acceptance Time. In addition, and without limiting the generality of Company and its Subsidiaries are the foregoing, each Continuing Employee shall be immediately eligible to participate, to recognizewithout any waiting time, for purposes of determining eligibility to participate in, in any and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service shall not be recognized all Surviving Corporation Plans to the extent that coverage under any such recognition would result plan replaces coverage under a comparable benefit plan in a duplication which such Continuing Employee participates immediately before the Acceptance Time. For the avoidance of benefits. Except for doubt, following the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible PlansAcceptance Time, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any of neither the Company Benefit Plans in accordance with and nor the Surviving Corporation shall have any obligation to grant equity awards to the extent permitted by their terms at any time permitted by such termsContinuing Employees.

Employee Matters. (a) As soon as administratively practicable after 6.5.1 Prior to the Effective TimeClosing Date, Purchaser shall take all offer employment to the Business Employees listed on Schedule 6.5.1 and consulting or services engagements to the Business’ Contractors listed on Schedule 6.5.1. Effective on the later of the Closing Date or the date on which each Transferred Employee or Contractor commences employment or engagement by Purchaser, as the case may be, Purchaser shall provide, or shall cause to be provided to, such Transferred Employee or Contractor, as the case may be, compensation, employee benefits, title, duties and responsibilities, location for performance of duties, credit for years of service, and terms and conditions of employment or consulting engagement that are substantially similar, in the aggregate, as Purchaser provides to similarly-situated employees or contractors of Purchaser. Effective on the later of the Closing Date or the date on which a Transferred Employee commences employment by Purchaser, to the extent permitted by Law and applicable tax qualification requirements, and subject to any generally applicable break in service or similar rule, and the approval of any insurance carrier, third party provider or the like with reasonable action so that employees best efforts of Company and its Subsidiaries Purchaser, such Transferred Employee shall be entitled receive credit for his service with Seller prior to the Closing for purposes of eligibility to participate in each Purchaser and vesting (but not for benefit accrual purposes) under the employee benefit plans and arrangements of Purchaser, but only to the extent such service was given credit under the Seller Benefit Plan Plans. Notwithstanding any of general applicability with the exception foregoing to the contrary, none of the provisions contained herein shall operate to duplicate any benefit provided to any Transferred Employee or the funding of any such benefit. Subject to the approval of any insurance carrier, third party provider or the like with reasonable best efforts of Purchaser, Purchaser will also cause all (A) pre-existing conditions and proof of insurability provisions, for all conditions that each Transferred Employee and his covered dependents have as of the later of the Closing Date or the date on which such Transferred Employee commences employment by Purchaser, and (B) waiting periods under each plan frozen that would otherwise be applicable to new participants newly hired employees to be waived in the case of clause (collectively, the “Purchaser Eligible Plans”A) or clause (B) with respect to such Transferred Employee to the same extent as similarly-situated employees of Purchaser and its Subsidiaries, it being understood that inclusion of the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued waived or satisfied under corresponding Company Seller’s Employee Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided furtherPlans; provided, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement sentence shall limit the ability of Purchaser to amend from amending or terminate any entering into new or different employee benefit plans or arrangements provided such plans or arrangements treat the Transferred Employees or Contractors, as the case may be, in a substantially similar manner as employees or contractors of the Company Benefit Plans in accordance with and to the extent permitted by their terms at any time permitted by such termsPurchaser are treated.

Employee Matters. As of and subsequent to the Effective Time, Parent shall: (a) As soon as administratively practicable assume and honor employee bonus plans, change in control and severance plans and agreements and other retention plans and agreements listed in Section 4.18(a) of the Company Disclosure Schedule; (b) for a period of not less than twelve (12) months after the Effective Time, Purchaser shall take all reasonable action so that provide the employees of the Company and or its Subsidiaries as of immediately prior to the Effective Time who continue to be employed by Parent, the Surviving Corporation and/or its Subsidiaries on and after the Effective Time (the “Covered Employees”) terms and conditions of employment, base compensation, incentive opportunities, severance and aggregate other benefits (including retirement, group health, life, disability and vacation) that are not less favorable to each Covered Employee, as provided by the Company or its Subsidiaries to such Covered Employee immediately prior to the Effective Time; provided, that long-term incentive levels shall be entitled remain in effect through the 2017 grant period; (c) provide all Covered Employees with service credit for purposes of eligibility, participation, vesting and levels of benefits (but not for benefit accruals under any defined benefit pension plan), under any employee benefit or compensation plan, program or arrangement adopted, maintained or contributed to by Parent or the Surviving Corporation and/or their Subsidiaries in which Covered Employees are eligible to participate in each Purchaser Benefit Plan of general applicability with the exception of any plan frozen to new participants (collectively, the “Purchaser Eligible Parent Plans”) for all periods of employment with the Company or its Subsidiaries (or any predecessor entities) prior to the same extent as similarlyEffective Time, and with Parent, the Surviving Corporation and any of their Subsidiaries or Affiliates on and after the Effective Time; (d) cause any pre-situated employees of Purchaser and its Subsidiariesexisting conditions or limitations, it being understood that inclusion of the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times eligibility waiting periods or required physical examinations under any Parent Plan to be waived with respect to different plansthe Covered Employees and their eligible dependents, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service shall not be recognized to the extent that such recognition would result waived under the corresponding plan in which the applicable Covered Employee participated immediately prior to the Effective Time; and (e) give the Covered Employees and their eligible dependents credit for the plan year in which the Effective Time (or commencement of participation in a duplication plan of benefitsParent or the Surviving Corporation) occurs towards applicable deductibles and annual out-of-pocket limits for expenses incurred prior to the Effective Time (or the date of commencement of participation in any Parent Plan). Except The provisions of this Section 7.06 are solely for the commitment benefit of the parties to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees the Agreement. No Covered Employee (including any beneficiary or dependent thereof) or any other Person shall be regarded for any purpose as a third-party beneficiary of Company the Agreement, and its Subsidiaries are included no provision of this Section 7.06 shall create such rights in any such Purchaser Eligible Plans, nothing in this Agreement Persons. Nothing herein shall limit guarantee employment for any period of time or preclude the ability of Purchaser Parent to amend or terminate the employment of any of the Company Benefit Plans in accordance with and to the extent permitted by their terms Covered Employee at any time permitted by and for any reason, require Parent to continue any Employee Plans or other employee benefit plans or arrangements or prevent the amendment, modification or termination thereof after the Effective Time or amend any Employee Plans or other employee benefit plans or arrangements. Following the Effective Time, Parent will implement a retention program for Company employees consistent with the terms set forth on Schedule 7.06 and containing such termsadditional terms as are not inconsistent therewith.

Employee Matters. (a) As soon Parent or the Surviving Corporation shall take such action as administratively practicable may be necessary so that on and after the Effective Time through the period ending December 31, 2008, employees of the Company and its Subsidiaries, other than current elected executive officers of the Company (approximately 20 individuals), who are not covered by any collective bargaining agreement or labor contract who remain employed after the Closing by Parent, its Subsidiaries, Affiliates or the Surviving Corporation (the "Parent Group"), are provided compensation opportunities (including, but not limited to, base salary, base wages, annual and long-term incentive compensation and phantom stock and phantom option awards) and benefits opportunities (including, but not limited to, pension and welfare benefits and vacation pay but excluding equity compensation) which are, in the aggregate, materially no less favorable than the compensation and benefits (including the target value of phantom options, phantom restricted stock and performance units) made available by the Company and its Subsidiaries to its employees immediately prior to the Effective Time. To the extent not duplicative of benefits, for purposes of eligibility to participate, calculation of benefits and vesting in all benefits provided by the Parent Group to officers and employees of the Company and its Subsidiaries, such officers and employees will be credited with their years of benefits eligibility service with the Company and its Subsidiaries and any predecessors thereof to the extent such service with a predecessor was so recognized under analogous Employee Benefit Plans (including, but not limited to vacation pay plans) of the Company and its Subsidiaries prior to the Effective Time. The eligibility of any such officer or employee of the Company and its Subsidiaries to participate in any welfare benefit plan or program of the Parent Group shall not be subject to any exclusions for any pre-existing conditions if such individual had met the participation requirements of similar benefit plans and programs of the Company and its Subsidiaries prior to the Effective Time. Amounts paid before the Effective Time by such officers and employees of the Company and its Subsidiaries under any health plans of the Company or its Subsidiaries shall, after the Effective Time, Purchaser shall take all reasonable action so that employees be taken into account in applying deductible and out-of-pocket limits applicable under the health plans of Company and its Subsidiaries shall be entitled to participate in each Purchaser Benefit Plan of general applicability with the exception of any plan frozen to new participants (collectively, the “Purchaser Eligible Plans”) Parent Group to the same extent as similarly-situated employees of Purchaser and its Subsidiariesif such amounts had, it being understood that inclusion when paid, been paid under such health plans of the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing Parent Group. Nothing contained in this Agreement Section 5.5 shall require Purchaser create any rights in any officer or employee of the Company or any of its Subsidiaries to make in respect of continued employment for any grants to specified period of any former employee of Company under any discretionary equity compensation plan of Purchaser nature or to provide the same level of (or any) employer contributions or other benefit subsidies kind whatsoever or, except as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing set forth in this Agreement shall Agreement, limit Parent's or the ability of Purchaser Surviving Corporation's power to amend or terminate any particular Employee Benefit Plan or Foreign Benefit Plan or require (and the Company shall take no action that would require) the Parent or Surviving Corporation to continue any particular Employee Benefit Plan or Foreign Benefit Plan. To the extent that an agreement with a labor union, works council or a similar entity obligates the Company to require a purchaser or merger partner to assume the terms of that agreement, Parent agrees to cause the Surviving Corporation to recognize the entity that is a party to such an agreement as the exclusive bargaining representative of the Company Benefit Plans in accordance with covered employees and to cause the extent permitted by their Surviving Corporation to adopt the terms at of that agreement and any time permitted by related and current memorandums of agreement between the Company and such termsentity.

Employee Matters. (a) As soon as administratively practicable after For a period of at least 12 months following the Effective TimeDate, Purchaser Parent shall take all reasonable action so that employees of Company and provide (or shall cause the Surviving Corporation or its Subsidiaries shall be entitled to participate in provide) each Purchaser Benefit Plan of general applicability with employee who is employed by the exception of any plan frozen to new participants (collectively, the “Purchaser Eligible Plans”) to the same extent as similarly-situated employees of Purchaser and its Subsidiaries, it being understood that inclusion of the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries as of the Closing Date (a "Continuing Employee") with compensation and employee benefits (other than stock or other equity or equity-linked based plans) which are substantially comparable in the aggregate to make those provided by the Company or such Subsidiary as of the date hereof. The Company acknowledges that following the Effective Date all employee benefits will be provided to employees of the Surviving Corporation under plans sponsored by Parent or an Affiliate of Parent. Parent will use its reasonable best efforts (i) to waive or have the Surviving Corporation waive any grants waiting period or limitations regarding pre-existing conditions with respect to any former employee of Company Continuing Employees and their beneficiaries under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions group health or other benefit subsidies as plan maintained by Parent for the benefit of any Continuing Employees after the Effective Date, (ii) to credit any covered expenses incurred by any employee under the Company's group health plan prior to the Effective Date towards any deductibles, limits or out-of-pocket maximums under any group health plan maintained by Parent for the benefit of any Continuing Employees after the Effective Date, (iii) to credit the service of each Continuing Employee with the Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees any of Company and its Subsidiaries are eligible prior to participate, to recognize, the Effective Date for the purposes of determining eligibility such Continuing Employee's years of service under plans maintained by Parent for the benefit of any Continuing Employee after the Effective Date, (iv) provide severance benefits to participate inContinuing Employees terminated without cause within 12 months of the Effective Date that are substantially comparable to the severance that would have been provided by the Company under the Company's severance plans in effect on the date hereof, and vesting of, benefits under (v) provide continuation health care coverage to all Continuing Employees and their qualified beneficiaries who incur a qualifying event on and after the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any of the Company Benefit Plans Effective Date in accordance with the continuation health care coverage requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. In addition, Parent shall assume responsibility for the cafeteria plan which is maintained under Section 125 of the Code for the benefit of the Continuing Employees of the Company, and the Company shall provide to Parent prior to the extent permitted by Effective Date a list of those Continuing Employees participating in the cafeteria plan, together with a list of their terms at elections made prior to the Effective Date, and any time permitted by such termsbalances in their respective accounts as of the Effective Date.

Employee Matters. (aA) As soon as administratively practicable after To the Effective Time, Purchaser shall take all reasonable action so extent that employees an employee of Company GBNK and its Subsidiaries shall be entitled immediately prior to participate in each Purchaser Benefit Plan of general applicability with the exception of any plan frozen to new participants Closing (collectively, the “Purchaser Eligible PlansCovered Employees”) to the same extent as similarly-situated employees of Purchaser and its Subsidiaries, it being understood that inclusion of the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted becomes eligible to participate in an employee benefit plan maintained by the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser Resulting Corporation or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company than GBNK or its Subsidiaries. Purchaser ) following the Effective Time, the Resulting Corporation shall cause each Purchaser Eligible such employee benefit plan to recognize the service of such Covered Employee with GBNK or its Subsidiaries for purposes of eligibility, participation, vesting and benefit accrual under such employee benefit plan of the Resulting Corporation or any of its Subsidiaries, to the same extent that such service was recognized immediately prior to the Effective Time under a similar Employee Plan in which employees such Covered Employee was eligible to participate immediately prior to the Effective Time; provided that, such recognition of Company service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service, or (ii) apply for purposes of any retiree medical plans or for purposes of benefit accrual under any defined benefit pension plan. With respect to any health care, dental or vision plan of the Resulting Corporation or any of its Subsidiaries (other than GBNK and its Subsidiaries are Subsidiaries) in which any Covered Employee is eligible to participate, for the plan year in which such Covered Employee is first eligible to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plansparticipate, the service of Resulting Corporation shall (x) cause any preexisting condition limitations or eligibility waiting periods under such employees Resulting Corporation or Subsidiary plan (excluding any Employee Plan) to be waived with Company and its Subsidiaries respect to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service shall not be recognized Covered Employee to the extent that such recognition limitation would result have been waived or satisfied under the similar Employee Plan in a duplication which such Covered Employee participated immediately prior to the Effective Time, and (y) use commercially reasonable efforts to cause any health care, dental and vision expenses incurred by such Covered Employee in the year that includes the Closing Date (or, if later, the year in which such Covered Employee is first eligible to participate) to be recognized for purposes of benefits. Except for any applicable deductible and annual out-of-pocket expense requirements under any such health, dental or vision plan of the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees Resulting Corporation or any of Company and its Subsidiaries are included in such Purchaser Eligible Plans(excluding any Employee Plan), nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any of the Company Benefit Plans in accordance with and to the extent permitted by their terms at that any time permitted by such termsamount was recognized for a similar purpose under the Employee Plans in which such Covered Employee participated immediately prior to the Effective Time.

Employee Matters. (a) As soon Each person who shall continue as administratively practicable an employee of the Surviving Corporation after the Effective Time shall, after the Effective Time, Purchaser shall take all reasonable action so that employees of Company and its Subsidiaries shall be entitled to participate in each Purchaser Benefit Plan of general applicability with the exception of any plan frozen to new participants (collectively, the “Purchaser Eligible Plans”) to the same extent as similarlyan at-situated employees of Purchaser and its Subsidiaries, it being understood that inclusion of the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former will employee of Company under any discretionary equity compensation plan of Purchaser Parent or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any of the Company Benefit Plans in accordance with and Surviving Corporation to the extent permitted by their terms at any time applicable Law (a "Continuing Employee"); provided that each employee employed in the United States shall provide proof of the right to work in the United States. Each Continuing Employee shall be eligible to receive benefits (such as medical benefits, bonuses and 401(k)) maintained for employees of Parent consistent with Parent's employment policies. To the extent permitted by law and applicable tax qualification requirements and subject to any generally applicable break in service or similar rule, each Continuing Employee shall be given credit, for the purpose of any service requirements for participation eligibility, or vesting, for his or her period of continuous coverage under comparable Company benefit plans prior to the Effective Time to the extent permitted by Parent's benefit programs and consistent with Parent's employee benefit plans. No Continuing Employee, or any or his or her eligible dependents, who, at the Effective Time, are participating in a Company group health plan shall be excluded from Parent's group plan, or limited in coverage thereunder, by reason of any waiting period restriction or preexisting condition limitation to the extent permitted by Parent's employee benefit plans and the insurance carrier or provider. To the extent consistent with law and applicable tax qualification requirements, Parent shall use its commercially reasonable efforts to ensure that each Continuing Employee shall receive credit under the Parent group health plan in which the Continuing Employee participates (for the purpose of any annual out-of-pocket limitations) for any deductibles or co-payments that such termsindividual has paid or has been charged with under any Company group health plan during the calendar year in effect at the Effective Time to the extent consistent with the applicable policies of the insurance carrier or other provider. In furtherance of the foregoing, the Company shall terminate all employment agreements and other arrangements with its employees effective as of the Effective Time. Notwithstanding any of the foregoing to the contrary, none of the provisions contained herein shall operate to duplicate any benefit provided to any employee of the Company or the funding of any such benefit. The Company shall obtain a written release of claims against the Company in the form attached hereto as Exhibit D from each of the terminated employees and the Indemnifying Officer as well as any other officers and directors of the Company as to all claims arising on or before the Closing Date.

Employee Matters. (a) As soon as administratively practicable after All individuals employed by, or on an authorized leave of absence from, Seller immediately before the Effective Time, Purchaser shall take all reasonable action so that employees of Company and its Subsidiaries shall be entitled to participate in each Purchaser Benefit Plan of general applicability with the exception of any plan frozen to new participants Time (collectively, the “Purchaser Eligible PlansCovered Employees”) shall automatically become employees of the Surviving Bank and its affiliates as of the Effective Time. Immediately following the Effective Time, Buyer shall, or shall cause the Surviving Bank to, provide to those Covered Employees employee benefits, rates of base salary or hourly wage and annual bonus opportunities that are substantially similar, in the aggregate, to the same extent as similarly-aggregate rates of base salary or hourly wage and the aggregate employee benefits and annual bonus opportunities provided to similarly situated employees of Purchaser and its Subsidiaries, it being understood that inclusion of the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided furtherNewBridge Bank; provided, however, that that, notwithstanding the foregoing, nothing contained in herein shall (i) be treated as an amendment of any particular Seller Benefit Plan, (ii) give any third party any right to enforce the provisions of this Agreement shall require Purchaser Section 6.5, (iii) limit the right of Buyer or any of its Subsidiaries to make terminate the employment of any grants to Covered Employee at any former employee time or require Buyer or any of Company under any discretionary equity compensation plan of Purchaser or its Subsidiaries to provide any such employee benefits, rates of base salary or hourly wage or annual bonus opportunities for any period following any such termination or (iv) obligate Seller, Buyer or any of their respective Subsidiaries to (A) maintain any particular Seller Benefit Plan or (B) retain the same level employment of (any particular Covered Employee. Each Covered Employee shall be given credit for his or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees her full years of Company and its Subsidiaries are eligible to participate, to recognize, service with Seller for purposes of determining eligibility (i) entitlement to participate invacation and sick leave and for participation in all NewBridge Bank welfare, insurance and other fringe benefit plans, and (ii) eligibility for participation and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company in NewBridge Bank’s 401(k) and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any of the Company Benefit Plans in accordance with and to the extent permitted by their terms at any time permitted by such termspension plans.

Employee Matters. (a) As soon as administratively practicable after of the Effective Time, Purchaser Parent shall take all reasonable action so that provide the employees of the Company and who are employed by Parent or one of its Subsidiaries after the Effective Time (the “Continuing Employees”) and their dependents, as applicable, with either, or a combination of, (a) comparable types and levels of employee benefits as those provided to similarly situated employees of Parent or its Subsidiaries and their dependents, as applicable, pursuant to the terms of the employee benefit arrangements of Parent (such arrangements the “Parent Benefit Arrangements”), or (b) benefits under the Current Employee Benefit Plans, all or some of which Parent may continue to sponsor on and after the Closing Date (the “Continued Plans”). To the extent Parent elects to provide employee benefits to the Continuing Employees and their dependents, as applicable, pursuant to clause (b) above, the Continuing Employees shall be entitled to participate in each Purchaser Benefit Plan of general applicability with the exception of Continued Plans from and after the Closing Date until such time that Parent suspends participation in or terminates such Continued Plans (the “Transition Period”); provided, that in any plan frozen to new participants (collectivelyevent, the “Purchaser Eligible Plans”) to the same extent as similarly-situated employees of Purchaser and its Subsidiaries, it being understood that inclusion of the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage Continuing Employees shall be continued under corresponding Company Benefit Plans until such employees are permitted entitled to participate in the Purchaser Eligible Continued Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any for the remainder of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan calendar year in which employees the Effective Time occurs. Upon the expiration of Company and its Subsidiaries are eligible the Transition Period, the Continuing Employees shall then be entitled to participateparticipate in the Parent Benefit Arrangements. To the extent the Continuing Employees participate in a Parent Benefit Arrangement, to recognizeParent shall, for purposes of determining eligibility to participate inparticipate, vesting and vesting ofentitlement to benefits where length of service is relevant (including for purposes of vacation accrual) under such Parent Benefit Arrangement, benefits provide that such Continuing Employees shall receive service credit under such Parent Benefit Arrangement for their period of service with the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries and predecessors prior to the same extent as such service was credited for such purpose by Company or its SubsidiariesEffective Time, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service shall not be recognized to the extent that such recognition except where doing so would result in cause a duplication of benefits. Except Parent shall waive all limitations as to preexisting condition exclusions (or actively at work or similar limitations), evidence of insurability requirements and waiting periods with respect to participation and coverage requirements in connection with the medical, dental and vision benefits that such Continuing Employees may be eligible to receive pursuant to a Parent Benefit Arrangement after the Effective Time. Parent shall also provide the Continuing Employees with credit for any co-payments, deductibles and offsets made pursuant to the applicable Current Employee Benefit Plans described in Section 3.19(f) for the commitment purposes of satisfying any applicable deductible or out-of-pocket expenses under any Parent Benefit Arrangement in the calendar year, plan year or policy year (as applicable under the terms of such Parent Benefit Arrangement) in which the Effective Time occurs. Any vacation or paid time off that is accrued and unused by a Continuing Employee prior to continue those Company Benefit Plans that correspond the Effective Time shall be credited to Purchaser Eligible Plans until employees such Continuing Employee following the Effective Time and thereafter shall be carried forward subject to Parent’s policies and procedures. Nothing in this Section 5.10 shall be construed to limit the right of Parent or any of its Subsidiaries (including, following the Closing Date, the Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser Subsidiaries) to amend or terminate any of the Company Continued Plan or other Employee Benefit Plans in accordance with and Plan, to the extent such amendment or termination is permitted by their the terms at of the applicable plan, nor shall anything in this Section 5.10 be construed to prohibit Parent or any time permitted by such termsof its Subsidiaries (including, following the Closing Date, the Company and its Subsidiaries) from terminating the employment of any particular Continuing Employee following the Closing Date. Without limiting the generality of Section 8.7, nothing in this Section 5.10 shall: (a) grant any rights or benefits to any Person other than the Parties or (b) amend, or may be construed as amending, any Current Employee Benefit Plan, Parent Benefit Arrangement or any other employee benefit plan.

Employee Matters. (a) As soon as administratively practicable after For 12 months following the Effective Time, Purchaser Parent shall, and shall take all reasonable action so that employees of Company cause its Affiliates, the Surviving Corporation and its Subsidiaries shall be entitled to, honor in accordance with their terms all employment agreements of the Company or any of its Subsidiaries, except in the event the individuals covered under such agreements enter into new agreements with Parent, the Surviving Corporation or their Affiliates that supersede or change the terms of such employment agreements. If any Continuing Employee becomes covered by any employee benefit plan sponsored by Parent or any of its Affiliates or Parent or Surviving Corporation make any material change to participate a Company Plan that was in each Purchaser Benefit Plan effect as of general applicability with the exception of any plan frozen to new participants date hereof (collectively, the “Purchaser Eligible Continuing Employee Plans”) (i) Parent shall cause any such Continuing Employee Plans to recognize the same extent as similarly-situated employees of Purchaser and its Subsidiaries, it being understood that inclusion of service with the employees of Company and its Subsidiaries in prior to the Purchaser Eligible Plans may occur at different times with respect Effective Time (to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until the extent such employees are permitted to participate in service was recognized by the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible under the Company Plans) of each individual employed by the Company or one of its Subsidiaries immediately prior to participatethe Effective Time and who remains in the employment of the Surviving Corporation or one of its Subsidiaries or Affiliates (each, a “Continuing Employee”) for all purposes of vesting, eligibility and benefit entitlement; and (ii) for 12 months following the Effective Time, Parent shall cause each Continuing Employee Plan that actually covers any Continuing Employee following the Effective Time to recognizewaive pre-existing condition limitations to the extent waived or not applicable under the analogous Company Plan relating to such Continuing Employee, and Parent shall cause such Continuing Employees to be given credit under such Continuing Employee Plans for amounts paid prior to the Effective Time during the year in which the Effective Time occurs under a corresponding Company Plan during the same period for purposes of determining eligibility to participate inapplying deductibles, co-payments and vesting out-of, benefits under -pocket maximums as though such amounts had been paid in accordance with the Purchaser Eligible Plans, terms and conditions of the service of such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service applicable Continuing Employee Plan. The foregoing shall not be recognized apply to the extent that such recognition service credit would result in a duplication of benefits. Except benefits for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend same period or terminate any of the Company Benefit Plans in accordance with and to the extent is not permitted by their the applicable third party benefit provider under the terms at any time permitted by and conditions of such termsContinuing Employee Plan.

Employee Matters. (a) As soon Following the date hereof and prior to the Closing Date, Regency shall, or shall cause the Acquired Companies or another Affiliate of Regency to offer to employ as administratively practicable a direct employee of Regency, the Acquired Companies or another Affiliate of Regency each employee of Contributor (i) who is assigned to, and devotes substantially all of his or her time to, providing services to the Acquired Companies, each of whom shall be identified by Contributor in a list to be provided to Regency within thirty (30) days after the Effective Time, Purchaser shall take all reasonable action so that employees of Company and its Subsidiaries shall be entitled to participate in each Purchaser Benefit Plan of general applicability with the exception of any plan frozen to new participants Execution Date (collectively, the “Purchaser Eligible PlansDedicated Employees”), which list shall include the name, title, business location and annual compensation of each Dedicated Employee, (ii) who devotes some, but less than substantially all, of his or her time to providing services to the Acquired Companies, each of whom Contributor and Regency shall identify by mutual agreement prior to the Closing Date (collectively, the “Shared Employees”), and (iii) who, without regard to whether he or she is a Dedicated Employee or a Shared Employee, is listed in Schedule 5.18(a)(iii) of the Contributor Disclosure Schedule (collectively, the “Listed Employees”, and together with the Dedicated Employees and Shared Employees, the “Offered Employees”). Such offers shall be for employment with substantially the same extent title and position, and with (i) a base pay or salary rate at least equal to the base pay or salary rate as similarly-in effect with respect to each such Offered Employee immediately prior to the Closing Date and (ii) bonus opportunities and employee benefits no less favorable in the aggregate than the bonus opportunities and employee benefits offered or provided to similarly situated employees of Purchaser Regency and its Subsidiaries, it being understood that inclusion Affiliates. Both the offers from Regency or its Affiliates and any acceptances thereof by the Offered Employees shall be contingent upon the consummation of the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained transaction contemplated in this Agreement shall require Purchaser or any and effective upon the Closing Date. Offered Employees who accept such offers of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company employment from Regency or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which Affiliates are referred to herein as “Transferred Employees.” Such employment of Transferred Employees as direct employees of Company and its Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible PlansRegency, the service Acquired Companies or another Affiliate of such employees with Company and its Subsidiaries to the same extent Regency (as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service applicable) shall not be recognized to the extent that such recognition would result in a duplication of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any commence effective as of the Company Benefit Plans in accordance with and to the extent permitted by their terms at any time permitted by such termsClosing Date.

Employee Matters. (a) As soon as administratively practicable For at least twelve (12) months following the Effective Time (the “Benefits Continuation Period”), Parent shall cause each employee of the Company or any Company Subsidiary who continues to be employed by Parent or any Parent Subsidiary after the Effective Time, Purchaser shall take all reasonable action so that employees of Company and its Subsidiaries shall be entitled to participate in each Purchaser Benefit Plan of general applicability with the exception of any plan frozen to new participants Time (collectively, the “Purchaser Eligible PlansContinuing Employees”) to be provided with (i) a base salary or wages that are no less favorable than such Continuing Employee’s base salary or wages provided by the same extent Company immediately prior to the Closing, (ii) annual target cash incentive opportunities that are no less favorable than such Continuing Employee’s annual target cash incentive opportunities provided by the Company in effect immediately prior to the Closing, (iii) annual target long-term incentive opportunities that are no less favorable than such Continuing Employee’s annual target long-term incentive opportunities provided by the Company for the 2018 calendar year, except as similarly-situated employees of Purchaser and its Subsidiaries, it being understood that inclusion otherwise set forth on Section 6.7(a)(iii) of the employees Company Disclosure Letter, (iv) severance benefits that are no less favorable than those that would have been provided by the Company to such Continuing Employee as of Company the Closing and its Subsidiaries in (v) other compensation and benefits that are substantially similar to those provided to such Continuing Employee immediately prior to the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of Closing. For all purposes (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participate, to recognize, for including purposes of determining vesting, eligibility to participate in, and vesting of, benefits level of benefits) under the Purchaser Eligible benefit and compensation plans of the Parent and the Parent Subsidiaries providing benefits to the Continuing Employees (the “New Plans”), each Continuing Employee shall, subject to applicable Law and applicable tax qualification requirements, be credited with his or her years of service with the service of such employees with Company and its the Company Subsidiaries to and their respective predecessors before the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining Effective Time; provided that the benefit amount, provided, however, that such service foregoing shall not be recognized include service credit for benefit accrual purposes under any defined benefit pension plan and shall not apply to the extent that such recognition its application would result in a duplication of benefits. Except In addition, and without limiting the generality of the foregoing, (i) each Continuing Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is of the same type as the Company Benefit Plan in which such Continuing Employee participated immediately before the Effective Time (such plans, collectively, the “Old Plans”), and (ii) (A) for purposes of each New Plan providing medical, dental, pharmaceutical or vision benefits to any Continuing Employee, Parent or its applicable Subsidiary shall use its commercially reasonable efforts to cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependents and (B) Parent and its applicable Subsidiary shall use commercially reasonable efforts to cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the commitment applicable plan year as if such amounts had been paid in accordance with such New Plan. With respect to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any Company’s retiree welfare benefits listed on Section 3.10(a) of the Company Benefit Plans in accordance with Disclosure Letter, neither Parent nor any of its Affiliates (including, following the Closing, the Company and to the extent permitted by their terms Company Subsidiaries) shall at any time permitted by take any action to amend, modify or terminate or take any other action that would adversely impact the benefits provided thereunder to any Person receiving or eligible to receive such termsbenefits as of the Closing or who becomes eligible to receive or commences receiving such benefits at any time within (2) years following the Closing.

Employee Matters. (ai) As soon as administratively practicable From and after the Effective Time, Purchaser Parent shall take honor all reasonable action so that employees Company Benefit Plans and compensation arrangements and agreements in accordance with their terms as in effect immediately before the Effective Time. For a period of two years following the Effective Time, Parent shall provide, or shall cause to be provided, to each current and former employee of the Company and its Subsidiaries shall be entitled to participate in each Purchaser Benefit Plan of general applicability with the exception of any plan frozen to new participants (collectively, the “Purchaser Eligible PlansCompany Employees”) compensation and benefits that are no less favorable, in the aggregate, than the compensation and benefits provided to each such Company Employee immediately before the same extent as similarly-situated employees Effective Time. For a period of Purchaser and its Subsidiariestwo years following the Effective Time, it being understood that inclusion Parent shall provide, or shall cause to be provided, to each current employee of the employees of Company and its Subsidiaries who suffers a termination of employment under the circumstances described on Section 5.5(b)(i) of the Company Disclosure Schedule severance benefits in accordance with Section 5.5(b)(i) of the Company Disclosure Schedule (taking into account such Company Employee’s service as required pursuant to Section 5.5(b)(ii) below). Parent shall continue to maintain the Company’s retiree welfare programs for the benefit of Company Employees without adverse amendment (other than as required by Law) for a period of three years following the Effective Time and thereafter, Parent shall provide Company Employees with retiree welfare benefits that are no less favorable in the Purchaser Eligible Plans may occur at different times with respect aggregate to different plans, those provided that coverage shall be continued under corresponding Company Benefit Plans until such to similarly situated employees are permitted to participate in the Purchaser Eligible Plans of Parent and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser In addition, for a period of at least five years following the Effective Time, Parent shall provide, or shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participatebe provided, to recognize, for purposes each Company Employee who participates in a defined benefit pension plan as of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries immediately prior to the same extent as Effective Time pension benefits (including pension benefit accrual rates) under such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the defined benefit amount, provided, however, that such service shall not be recognized pension plan without adverse amendment to the extent that pension benefits (including pension benefit accrual rates) provided under such recognition would result in a duplication plan as of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any of the Company Benefit Plans in accordance with and immediately prior to the extent permitted by their terms at any time permitted by such termsEffective Time, but after giving effect to the amendment to eliminate the cost-of-living adjustment on all future accruals.

Employee Matters. For purposes of vesting, eligibility to participate and level of benefits under the Employee Plans providing benefits to participants in the Employee Plans of the Company (aincluding all eligible dependents) As soon who continue as administratively practicable employees of Parent, the Company or any other Subsidiary of Parent after the Effective Time (the “Company Participants”), each Company Participant shall, to the extent permitted by Applicable Law, receive credit for his or her years of service with the Company (and its Subsidiaries and predecessors) prior to the Effective Time, Purchaser shall take all reasonable action so that employees of Company and its Subsidiaries shall be entitled to participate in each Purchaser Benefit Plan of general applicability with the exception of any plan frozen to new participants (collectively, the “Purchaser Eligible Plans”) to the same extent as similarly-situated employees of Purchaser and its Subsidiaries, it being understood that inclusion of the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent as such service Company Participant was credited entitled, prior to the Effective Time, to credit for such purpose by service under any similar Employee Plan in which such Company Participant participated or its Subsidiarieswas eligible to participate immediately prior to the Effective Time; provided that, andthat such credit shall not result in duplication of benefits and such credit shall not apply with respect to any “years of service” or similar calculations for benefits to be paid under defined benefit pension plans. In addition, solely for purposes and without limiting the generality of Purchaser’s vacation programsthe foregoing, for purposes of determining each Employee Plan providing medical, dental, pharmaceutical and/or vision benefits to any Company Participant after the benefit amountEffective Time, providedParent shall cause any and all pre-existing condition exclusions, howeveractively-at-work or similar limitations, that eligibility waiting periods and evidence of insurability requirements of such service shall Employee Plan to be waived with respect to such Company Participant, unless such conditions would not be recognized to have been waived under the extent that such recognition would result in a duplication of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any comparable plans of the Company Benefit or its Subsidiaries in which such Company Participant participated immediately prior to the Effective Time, and Parent shall provide such Company Participant with credit for any co-payments, deductibles, and offsets (or similar payments) made during the portion of the plan year that includes the Effective Time for purposes of satisfying any applicable deductible, coinsurance, out-of-pocket or similar requirements under any Employee Plans in accordance with and which they are eligible to participate after the extent permitted by their terms at Effective Time. Nothing in this Section 7.05 (a) will be or be deemed to be an amendment of any time permitted by such termsEmployee Plan of the Company or (b) will require Parent to continue the service relationship (whether as an employee, director, consultant, or otherwise) of any individual.

Employee Matters. (a) As soon as administratively practicable after During the period commencing at the Effective Time and ending on the eighteen (18) month anniversary of the Effective Time, Purchaser shall, or shall take all reasonable action so that employees of cause the Surviving Corporation to, provide each employee who is actively employed by Company and its Subsidiaries on the Closing Date (each a “Continuing Employee”) while employed by Purchaser or any of its Subsidiaries following the Effective Time with: (i) base salary and bonus opportunities consistent with base salary and bonus opportunities provided to Purchaser employees who perform similar roles and have similar responsibilities; and (ii) employee benefits which, in the aggregate, are no less favorable than employee benefits provided by Purchaser to similarly situated employees of Purchaser; provided, however, that until such time as Purchaser shall be entitled cause Continuing Employees to participate in each Purchaser the benefit plans of Purchaser, a Continuing Employees continued participation in the Employee Benefit Plan Plans shall be deemed to satisfy the foregoing provision of general applicability with the exception of any plan frozen to new participants this sentence (collectively, the “Purchaser Eligible Plans”) to the same extent as similarly-situated employees of Purchaser and its Subsidiaries, it being understood that inclusion of the employees of Company and its Subsidiaries participation in the Purchaser Eligible Plans benefit plans may occur commence at different times with respect to different each Employee Benefit Plan). Accordingly, Company shall cooperate with Purchaser to ensure that from the Closing Date through the next open enrollment date for Purchaser’s group health, dental, vision and life insurance plans, provided that coverage the Continuing Employees shall continue to be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans covered by Company’s group health, dental, vision and provided furtherlife insurance plans; provided, however, that nothing contained in this Agreement Company shall require terminate, effective as of the Effective Time, its plans and programs with respect to long term care and health savings accounts. Without limiting the generality of the foregoing, Purchaser shall, or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees the Surviving Company to, maintain the severance policy of Company and its Subsidiaries are eligible applicable to participate, Continuing Employees without amendment during the one-year period following the Effective Time (the “Company Severance Plan”) and provide each Continuing Employee who is not party to recognize, an individual employment or change of control agreement at the time of his or her termination of employment whose employment is terminated (other than under circumstances that constitute a termination for purposes of determining eligibility “cause”) with the severance payments and benefits to participate in, and vesting of, benefits which the Continuing Employee would have been entitled under the Purchaser Eligible PlansCompany Severance Plan immediately prior to the Effective Time, taking into account the Continuing Employee’s length of service of such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service shall not be recognized to the extent that such recognition would result provided in a duplication of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any of the Company Benefit Plans in accordance with and to the extent permitted by their terms at any time permitted by such termsSection 6.5(b).

Employee Matters. (a) As soon as administratively practicable after For a period beginning at the Effective Time and ending on the later of January 1, 2007, and the date that the employees of the Company who are employed primarily in the United States and who remain in the employment of the Surviving Corporation and its Subsidiaries following the Effective Time (the “Continuing Employees”) commence participation in the employee benefit plans maintained by Parent and its Subsidiaries (such period, the “Continuation Period”), the Continuing Employees shall receive employee benefits that, in the aggregate, are substantially comparable to the employee benefits provided under the Company’s employee benefit plans to such employees immediately prior to the Effective Time; provided that neither Parent nor the Surviving Corporation nor any of their Subsidiaries shall have any obligation (except to the extent provided below in this Section 5.09(a)) to issue or adopt any plans or arrangements providing for the issuance of shares of capital stock, Purchaser warrants, options, stock appreciation rights or other rights in respect of any shares of capital stock of any entity or any securities convertible or exchangeable into such shares pursuant to any such plans or arrangements; provided further that no plans or arrangements of the Company or any of its Subsidiaries providing for such issuance shall take all reasonable action so be taken into account in determining whether employee benefits are substantially comparable in the aggregate and instead, in the event that the Continuation Period covers the time that Parent makes its regular annual equity compensation grants to employees of Company Parent and its Subsidiaries for 2007, the Continuing Employees shall be entitled to equity compensation opportunities at such time to the same extent as other similarly situated employees of Parent and its Subsidiaries. Following the Continuation Period, the Continuing Employees shall be entitled to participate in each Purchaser Benefit Plan of general applicability with the exception of employee benefit plans maintained by Parent and its Subsidiaries (including equity-based and equity-related plans, but excluding any plan frozen to new participants (collectively, the “Purchaser Eligible Plans”defined benefit pension plans and any post-employment health and other post-employment welfare plans) to the same extent as similarly-other similarly situated employees of Purchaser Parent and its Subsidiaries, it being understood that inclusion of the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any of the Company Benefit Plans in accordance with and to the extent permitted by their terms at any time permitted by such terms.

Employee Matters. (a) As soon as administratively practicable after Parent shall, for a period of 12 months immediately following the Effective Time, Purchaser shall take all reasonable action so that cause the Surviving Corporation and its Subsidiaries to provide employees of the Company and its Subsidiaries shall be entitled to participate in each Purchaser Benefit Plan of general applicability with the exception of any plan frozen to new participants other than those covered by Company CBAs (collectively, the “Purchaser Eligible PlansCompany Employees”) to the same extent as similarly-situated employees of Purchaser and its Subsidiaries, it being understood that inclusion of the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide (i) the same level of base salary as in effect on the Effective Time and (or anyii) employer contributions or other employee benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan plans, programs, contracts and arrangements that are no less favorable, in which employees of the aggregate, than similar employee benefit plans, programs, contracts and arrangements provided by the Company and its Subsidiaries are eligible subsidiaries to participateCompany Employees prior to the Effective Time. Parent or one of its Affiliates shall recognize the service of Company Employees with the Company prior to the Effective Time as service with Parent and its Affiliates in connection with any tax-qualified pension plan, to recognize401(k) savings plan, welfare benefit plans and policies (including vacations and holiday policies) maintained by Parent or one of its Affiliates which is made available following the Effective Time by Parent or one of its Affiliates for purposes of determining any waiting period, vesting, eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, entitlement (but excluding benefit accruals); provided, however, that with respect to any defined benefit pension plan maintained by Parent or one of its Affiliates in which any such Company Employee participates following the Effective Time, such service credit shall be measured from the earliest date that such employee commenced participation in a tax-qualified pension or savings plan maintained by the Company or one of its Affiliates. Parent shall or, as appropriate, shall cause the Surviving Corporation to (i) waive, or cause its insurance carriers to waive, all limitations as to pre-existing and at-work conditions, if any, with respect to participation and coverage requirements applicable to Company Employees under any welfare benefit plan (as defined in Section 3(1) of ERISA) which is made available to Company Employees following the Effective Time by Parent or one of its Affiliates, and (ii) provide credit to Company Employees for any co-payments, deductibles and out-of-pocket expenses paid by such employees under the employee benefit plans, programs and arrangements of the Company and its subsidiaries during the portion of the relevant plan year including the Effective Time. In the event Surviving Corporation or Parent or any of their successors or assigns (i) consolidates with or merges into any other Person and shall not be recognized to the extent that such recognition would result in a duplication of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included continuing or surviving corporation or entity in such Purchaser Eligible Plansconsolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each case, proper provision shall be made so that the successors and assigns of Surviving Corporation or Parent, as applicable, honor all the Company’s employment, severance, termination and deferred compensation Contracts as in effect at the Effective Time, in accordance with the terms thereof. Notwithstanding the above, nothing in this Agreement shall limit alter the ability employment status of Purchaser employees who are employed on an at-will basis, and nothing herein shall require the Surviving Corporation or its Subsidiaries to amend or terminate continue the employment of any of person for any specific period following the Company Benefit Plans in accordance with and to the extent permitted by their terms at any time permitted by such termsClosing Date.

Employee Matters. (a) As soon Lincoln agrees that those employees of FSB or First Bank who become employees of Lincoln or its Subsidiaries, on the Effective Date ("Former FSB Employees"), while they remain employees of Lincoln or its Subsidiaries after the Effective Date will be provided with benefits under employee benefit plans during their period of employment which are no less favorable in the aggregate than those provided by Lincoln to similarly situated employees of Lincoln and its Subsidiaries, except as administratively practicable after otherwise provided herein. Except as hereinafter provided, at the Effective Time, Purchaser shall take all reasonable action so that employees Lincoln will amend or cause to be amended each employee benefit and welfare plan of Company and its Subsidiaries shall be entitled to participate in each Purchaser Benefit Plan of general applicability with the exception of any plan frozen to new participants (collectively, the “Purchaser Eligible Plans”) to the same extent as similarly-situated employees of Purchaser and its Subsidiaries, it being understood that inclusion of the employees of Company Lincoln and its Subsidiaries in the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries Former FSB Employees are eligible to participate, to recognizethe extent necessary, so that as of the Effective Time (i) such plans take into account for purposes of determining eligibility to participate ineligibility, participation, vesting, and vesting of, benefits benefit accrual (except that there shall not be any benefit accrual for past service under the Purchaser Eligible Plansany qualified defined benefit pension plan), the service of such employees with Company FSB and its Subsidiaries to the same extent First Bank as if such service was credited for such purpose by Company or were with Lincoln and its Subsidiaries, and(ii) Former FSB Employees are not subject to any waiting periods or pre-existing condition limitations under the medical, solely dental and health plans of Lincoln or its Subsidiaries in which they are eligible to participate and may commence participation in such plans on the Effective Date, (iii) Former FSB Employees will retain credit for purposes unused sick leave and vacation pay which has been accrued as of Purchaser’s vacation programsthe Effective Time, (iv) for purposes of determining the benefit amountentitlement of Former FSB Employees to sick leave and vacation pay following the Effective Time, provided, however, that the service of such employees with FSB and First Bank shall be treated as if such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company were with Lincoln and its Subsidiaries Subsidiaries; and (v) former FSB Employees are included first eligible to participate and will commence participation in such Purchaser Eligible Plansthe Lincoln Bank 401(k) Plan on the Effective Date. Notwithstanding the foregoing, nothing no Former FSB Employees shall be eligible to participate in this Agreement shall limit the ability of Purchaser to amend Lincoln Bank's Financial Institutions Retirement Fund as Lincoln Bank agrees that it will freeze or terminate any that plan as soon as practicable after the date hereof, and the entry date of Former FSB Employees into the Company Benefit Plans in accordance with Lincoln Bancorp Employee Stock Ownership Plan and to the extent permitted by their terms at any time permitted by such termsTrust shall be January 1, 2005.

Employee Matters. (a) As soon as administratively practicable after of the Effective Time, Purchaser the Business Employees shall take all reasonable action so that cease to be employees of Company TWDC or its Subsidiaries (as applicable) and shall become or continue to be employees of Spinco or its Subsidiaries without any interruption in employment, and Spinco or its Subsidiaries shall be the sole employer of the Business Employees at the Effective Time. At the Effective Time, Spinco and its Subsidiaries shall not employ any individuals other than the Business Employees. The Business Employees (including Business Employees covered by collective bargaining agreements) shall be entitled to participate in all compensation or benefits accrued and payable under each Purchaser Business Benefit Plan of general applicability other than a Spinco Benefit Plan (excluding any Business Benefit Plan providing severance or termination pay) immediately prior to the Effective Date, which shall be paid by TWDC in accordance with the exception terms and conditions of any plan frozen such Business Benefit Plans as if such Business employee terminated employment with the sponsor of or participating employer in such Business Benefit Plan at the Effective Time. With respect to new participants (collectivelyeach of the collective bargaining agreements that currently cover one or more Business Employees, the “Purchaser Eligible Plans”) Company agrees to take all actions necessary so that, effective at the same extent as similarly-situated employees of Purchaser Effective Time, Spinco shall assume and its Subsidiaries, it being understood that inclusion of the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times be bound by such agreements with respect to different plansthe applicable Business Employees, provided or shall enter into substantially identical collective bargaining agreements with respect to the applicable Business Employees, in each case such that, among other things, Spinco shall assume and be bound by the obligations under such agreements to provide employee benefits to the applicable Business Employees in accordance with the terms thereof. The Company acknowledges that coverage it shall be continued have a duty to bargain, pursuant to the National Labor Relations Act, with any and all labor organizations certified or recognized as the bargaining representative for any Business Employees. Notwithstanding the foregoing, TWDC shall retain all liabilities under corresponding Company the current terms of the collective bargaining agreements (i) relating to Business Benefit Plans until for collectively bargained Business Employees to the extent provided in Section 6.7(b) of this Agreement, (ii) for all retiree welfare benefit obligations (other than those for which Business Employees may meet the eligibility requirements following the Effective Time and for which Business Employees are intended to pay the entire cost of coverage), and (iii) for all retiree welfare benefit obligations under which former employees under such employees collective bargaining agreements are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser currently receiving benefits or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of receive benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any of the Company Benefit Plans in accordance with and to the extent permitted by their terms at any time permitted by such terms.

Employee Matters. (a) As soon During the period commencing at the Effective Time and ending on the first anniversary of the Effective Time, Parent shall provide, or shall cause the Surviving Corporation to provide, to each employee of the Company or its Subsidiaries who continues to be employed by Parent or the Surviving Corporation or any of their respective Subsidiaries following the Effective Time (collectively, the “Company Employees”) for so long as administratively practicable such Company Employee remains employed by Parent or the Surviving Corporation during such period, (i) a base salary or base wage rate no less than that provided to such Company Employee immediately prior to the Effective Time, (ii) a Target Cash Bonus Opportunity, with the actual amount of any Performance Bonus paid to such Company Employee to be determined by the business unit leader for the legacy Company business, subject to the review and approval (not to be unreasonably withheld) by the Parent Chief Executive Officer, Chief Financial Officer and Chief Human Resources Officer, or, if applicable, Target Commission Opportunity, (iii) a Target Equity Incentive Opportunity, (iv) continued eligibility (to the extent that such Company Employee was eligible immediately prior to the Effective Time) for the Company’s sabbatical program on the terms set forth on Section 5.5(a)-2 of the Company Disclosure Schedule, and (v) aggregate employee benefits (excluding benefits provided for in Section 5.5(a)(i)-(iv)) that are substantially comparable in the aggregate to those provided to such Company Employee immediately prior the Effective Time; provided that, notwithstanding the foregoing, (x) the Company Employees will be eligible to participate in the severance plan maintained by Parent with the material terms set forth on Section 5.5(a)-1 of the Company Disclosure Schedule (the “Parent Severance Plan”) and (y) Parent may cause the Company Employees to commence participation in Parent’s 401(k) plan and/or Parent’s plans providing for medical, dental and vision insurance benefits, on terms that are the same as those provided to similarly situated employees of Parent and its Subsidiaries, prior to the first anniversary of the Effective Time. In addition, without limiting the foregoing, from and after the Effective Time, Purchaser Parent shall take honor, fulfill and assume all reasonable action so that employees of Company and its Subsidiaries shall be entitled to participate in each Purchaser Benefit Plan of general applicability with the exception of any plan frozen to new participants (collectively, the “Purchaser Eligible Plans”) to the same extent as similarly-situated employees of Purchaser and its Subsidiaries, it being understood that inclusion of the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued obligations under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any of the Company Benefit Plans set forth on Section 5.5(a)-2 of the Company Disclosure Schedule, in accordance with and to the extent permitted by their terms at any time permitted by such termson the date hereof.

Employee Matters. (a) As soon Parent shall cause the Surviving Corporation to honor the obligations of the Company or any of its subsidiaries under the provisions of all collective bargaining, employment, consulting, termination, severance, change in control and indemnification agreements between and among the Company or any of its subsidiaries and any current or former officer, director, consultant or employee of the Company or any of its subsidiaries as administratively practicable after set forth in the appropriate Sections of the Company Disclosure Schedule. For a period of six months following the Effective Time, Purchaser shall take all reasonable action so Parent agrees that employees of Company it will maintain, or will cause the Surviving Corporation and its Subsidiaries shall be entitled subsidiaries to participate in each Purchaser Benefit Plan of general applicability with maintain, for the exception of any plan frozen to new participants (collectively, the “Purchaser Eligible Plans”) to the same extent as similarly-situated employees of Purchaser and its Subsidiaries, it being understood that inclusion benefit of the employees of the Company and any of its Subsidiaries subsidiaries following the Effective Time compensation and benefit plans, programs, arrangements and policies (other than equity based compensation plans, programs, arrangements and policies) as will provide compensation and benefits which in the Purchaser Eligible aggregate are not materially less favorable than those provided to such employees as of the date hereof under the Company Employee Benefit Plans may occur at different times (other than such equity based compensation plans, programs, arrangement and policies) in accordance with their written terms (except as set forth on Sections 3.12 and 5.01 of the Company Disclosure Schedule with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted acceleration of options on termination of employment by the Company) as made available to participate in the Purchaser Eligible Plans Parent and provided further, however, that nothing contained in this Agreement shall require Purchaser without regard to formal or any of its Subsidiaries to make any grants to any former employee of Company under any informal discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provisions; provided, however, the equity match in the Company's Retirement Savings Plan (the "RSP") shall be continued during such period substituting a cash contribution in lieu of Company Common Stock unless, at the discretion of Parent, Parent elects to substitute common stock of Parent. In the event that after the Effective Time the employment of any participant in the RSP at the Effective Time is terminated by the Company other than for Cause, such service participant shall not be recognized 100% vested in any RSP matching contributions made by the Company on behalf of such participant or, at Parent's option, to the extent that such recognition would result necessary to avoid adversely effecting the qualified status of the RSP under the Code, will receive a cash payment in a duplication of benefitsan amount equal to any forfeited matching contributions under the RSP. Except for Parent shall pay to the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any individuals listed on Section 6.08 of the Company Benefit Plans Disclosure Schedule the amounts identified as targeted 1999 ICP bonus amounts opposite each such name in accordance with and to the extent permitted by their terms at any time permitted by such termspayment schedule under the ICP.

Employee Matters. (a) As soon With respect to any “employee benefit plan” as administratively practicable defined in Section 3(3) of ERISA maintained by Parent or any of its subsidiaries in which any director, officer or employee of the Company or any Company Subsidiary (the “Company Employees”) will participate effective as of or after the Effective Time (collectively, “New Plans”), subject to applicable Law and applicable Tax qualification requirements, Parent shall, or shall cause the Surviving Corporation to, recognize all service of the Company Employees with the Company or any Company Subsidiary that is reflected in the books and records of the Company, as the case may be, for vesting, eligibility and level of benefits purposes (but not for accrual purposes, except for vacation and severance, excluding, for the avoidance of doubt, with respect to any defined benefit pension plan or post-retirement or post-termination health, medical or life insurance benefits) in any New Plan in which such Company Employees will be eligible to participate after the Effective Time, Purchaser shall take all reasonable action so that employees of Company and its Subsidiaries shall be entitled to participate in each Purchaser Benefit Plan of general applicability with the exception of any plan frozen to new participants (collectively, the “Purchaser Eligible Plans”) to the same extent as similarly-situated employees of Purchaser and its Subsidiaries, it being understood that inclusion of the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service shall not be recognized case except to the extent that recognizing such recognition service would result in a duplication of benefits. Except for To the commitment to continue those extent any Company Benefit Plans Employee participates in a New Plan that correspond to Purchaser Eligible Plans until employees is a welfare plan or arrangement of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend Parent or terminate any of its subsidiaries following the Company Benefit Plans in accordance with Merger Closing Date (a “Parent Welfare Plan”), Parent and any of its subsidiaries will, to the extent permitted by their terms at applicable Law and any time permitted insurer or service provider under the applicable Parent Welfare Plan, cause all (i) pre-existing condition limitations which otherwise would be applicable to such Company Employee and his or her covered dependents to be waived to the extent satisfied under a Company Benefit Plan comparable to such Parent Welfare Plan immediately prior to the Merger Closing Date or, if later, immediately prior to such Company Employee’s commencement of participation in such Parent Welfare Plan, (ii) participation waiting periods under each Parent Welfare Plan that would otherwise be applicable to such Company Employee to be waived to the same extent waived or satisfied under the Company Benefit Plan comparable to such Parent Welfare Plan immediately prior to the Merger Closing Date or, if later, immediately prior to such Company Employee’s commencement of participation in such Parent Welfare Plan and (iii) co-payments and deductibles paid by Company Employees in the plan year in which the Effective Time occurs to be credited for purposes of satisfying any applicable deductible or out of pocket requirement under any such Parent Welfare Plan; provided, however, that Parent’s obligations under this clause (ii) shall be subject to its receipt of all necessary information, from either the Company or such Company Employee, related to such amounts paid by such termsContinuing Employee. In addition, to the extent that any Company Employee has begun a course of treatment with a physician or other service provider who is considered “in network” under a Company Benefit Plan and such course of treatment is not completed prior to the Merger Closing, Parent will use commercially reasonable efforts to arrange for transition care, whereby such Company Employee may complete the applicable course of treatment with the pre-Merger Closing physician or other service provider at “in network” rates.

Employee Matters. With respect to the employees of the Acquired Corporations who remain employed after the Effective Time by the Acquired Corporations following the Effective Time (a) As soon the “Continuing Employees”), and to the extent not prohibited under the terms of Parent’s applicable benefit plans, Parent shall treat and cause its applicable benefit plans to treat the service of the Continuing Employees with the Acquired Corporations prior to the Effective Time as administratively practicable after service rendered to Parent or any Affiliate of Parent for purposes of eligibility to participate and vesting, including applicability of minimum waiting periods for participation, and solely for purpose of welfare plans such as vacation and severance, for benefit accrual. Continuing Employees shall receive employee benefits no less favorable then those provided to similarly situated Parent employees. Parent shall, or shall cause its applicable subsidiary to, assume and perform the Company’s employment and change in control agreements. Parent shall use commercially reasonable efforts to provide that no such Continuing Employee, or any of his or her eligible dependents, who, at the Effective Time, Purchaser shall take all reasonable action so that employees of Company and its Subsidiaries are participating in the Acquired Corporation’s group health plan shall be entitled excluded from Parent’s group health plan, or limited in coverage thereunder, by reason of any waiting period restriction or pre-existing condition limitation and to participate provide credit for any coinsurance and deductibles prior to the Effective Time but in each Purchaser Benefit Plan of general applicability the same plan year. Notwithstanding the foregoing, Parent shall not be required to provide any coverage, benefits or credit inconsistent with the exception terms of any plan frozen to new participants (collectivelyParent benefit plans. Furthermore, nothing contained in this Section shall require or imply that the “Purchaser Eligible Plans”) to the same extent as similarly-situated employees of Purchaser and its Subsidiaries, it being understood that inclusion employment of the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur Acquired Corporations who are employed at different times with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or Effective Time will continue for any particular period of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide time following the same level of (or any) employer contributions or other benefit subsidies as Company or its SubsidiariesEffective Time. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate inThis Section is not intended, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service shall not be recognized deemed, to confer any rights or remedies upon any Person other than the extent that such recognition would result in a duplication of benefits. Except for the commitment parties to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability and their respective successors and permitted assigns, to create any agreement of Purchaser employment with any Person or to amend otherwise create any third-party beneficiary hereunder, or terminate to be interpreted as an amendment to any plan of the Company Benefit Plans in accordance with and to the extent permitted by their terms at Parent or any time permitted by such termsAffiliate of Parent.

Employee Matters. (a) As soon Purchaser agrees that Purchaser shall provide, or shall cause to be provided, with respect to each Business Employee who continues to remain employed with the Bank and the Transferred Subsidiaries following the Effective Time (each, a “Continuing Employee”), (i) during the period commencing at the Effective Time and ending on the one (1) year anniversary of the Closing Date, (x) base salary or base wage, as administratively practicable applicable, which is no less favorable than that provided by the Bank and the Transferred Subsidiaries immediately prior to the Effective Time to each such Continuing Employee, (y) total compensation opportunities (other than base salary or base wage, as applicable, which are subject to the foregoing clause (x)), subject to the achievement of applicable performance metrics, which are no less favorable in the aggregate than the total compensation opportunities (other than base salary or base wage, as applicable, which are subject to the foregoing clause (x)), subject to the achievement of applicable performance metrics, provided by the Bank and the Transferred Subsidiaries immediately prior to the Effective Time to each such Continuing Employee, and (z) subject to the applicable Continuing Employee’s execution and non-revocation of a release of claims, severance benefits that are no less favorable than the severance benefits provided by the Bank and the Transferred Subsidiaries immediately prior to the Effective Time to each such Continuing Employee as such benefits are set forth on Section 5.10(a) of the Sellers’ Disclosure Schedule, and (ii) during the period commencing at the Effective Time and ending on December 31 of the calendar year in which the Effective Time occurs, other benefits (including, but not limited to, pension, welfare and paid time off benefits) that are substantially comparable in the aggregate to those provided by the Bank and the Transferred Subsidiaries immediately prior to the Effective Time to each such Continuing Employee. (b) To the extent permitted by applicable Law, for purposes of vesting, benefit accrual, vacation and sick time credit and eligibility to participate under the employee benefit plans, programs and policies of Purchaser and its Subsidiaries which may provide benefits to any Continuing Employee after the Effective Time (the “New Plans”) and the Benefit Plans, each Continuing Employee shall be credited with his or her years of service with Sellers, the Bank and the Transferred Subsidiaries and their respective predecessors or Affiliates before the Effective Time, Purchaser shall take all reasonable action so that employees of Company and its Subsidiaries shall be entitled to participate in each Purchaser Benefit Plan of general applicability with the exception of any plan frozen to new participants (collectively, the “Purchaser Eligible Plans”) to the same extent as similarly-situated employees of Purchaser and its Subsidiaries, it being understood that inclusion of the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent as such service Continuing Employee was credited for such purpose by Company or its Subsidiariesentitled, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining before the benefit amount, provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any of the Company Benefit Plans in accordance with and to the extent permitted by their terms at any time permitted by such terms.Effective Time,

Employee Matters. (a) As soon as administratively practicable From and after the Effective Time, Purchaser shall take all reasonable action so that TCI will cause the Surviving Corporation to honor, in accordance with their terms, the executive, employment and other agreements and arrangements relating to officers and employees of the Company set forth in Schedule 3.6 (the "Executive Agreements") and its Subsidiaries shall be entitled to participate in each Purchaser Benefit Plan of general applicability with all the exception of any plan frozen to new participants (collectively, the “Purchaser Eligible Company Plans”) to the same extent as similarly-situated employees of Purchaser and its Subsidiaries, it being understood that inclusion of the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further; provided, however, that nothing contained herein shall preclude any change in any Executive Agreement or Company Plan effective on a prospective basis that is permitted pursuant to the terms of the applicable Executive Agreement or Company Plan. Company performance in respect of any performance or other programs shall be calculated without taking into account any expenses or costs directly associated with or arising as a result of the transactions contemplated by this Agreement shall require Purchaser or any non-recurring charges that would not reasonably be expected to have been incurred had the transactions contemplated by this Agreement not occurred. With respect to employees of the Company, TCI shall assume the obligations of the Company under the Company Plans as in effect immediately prior to the Effective Time and will provide employee benefit plans with aggregate employee benefits to Company employees that are no less favorable than the aggregate benefits provided to them immediately prior to the Effective Time; provided that TCI at its Subsidiaries sole option may provide employee benefits to make any grants Company employees which, in the aggregate, are no less favorable than those applicable to similarly situated employees of TCI. With respect to any former plans established by TCI, to the extent a Company employee becomes eligible to participate in any such plans by virtue of the Merger, TCI shall grant to such Company under any discretionary equity compensation plan of Purchaser or to provide employee from after the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Effective Time, credit for all service with the Company and its Subsidiaries are eligible affiliates and predecessors (and any other service credited by the Company under similar Company Plans) prior to the Effective Time for eligibility to participate, to recognizebenefit accrual and vesting purposes, including for purposes of determining eligibility to participate inand participation under TCI's severance policies and plans, and vesting of, benefits under including the Purchaser Eligible Plans, the service calculation of such employees with Company and its Subsidiaries employee's "Years of Continuous Service," to the same extent as such service was credited for such purpose by under the Company or its SubsidiariesPlans on the Closing Date, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service and Company employees shall not be recognized subject to any waiting periods or limitations on benefits for pre-existing conditions under such TCI plans, including any group health and disability plans, except to the extent that such recognition would result employees were subject to such limitations under the Company Plans or were eligible to participate in such TCI plans prior to the Effective Time. TCI further agrees to maintain the Company's severance plans as in effect on the date hereof for a duplication period of benefits. Except two years from the Effective Time, without adverse amendment, for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees benefit of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any of the Company Benefit Plans in accordance with and to the extent permitted by their terms at any time permitted by such termsemployees.

Employee Matters. Each Group Company (ai) As soon has complied in all material aspects with all applicable employment and labor laws, employment practices generally applied to other entities in similar industry as administratively practicable after such Group Company in the Effective Timejurisdiction where such Group Company is incorporated, Purchaser shall take all reasonable action so that employees the terms and conditions of Company and its Subsidiaries shall be entitled to participate employment, in each Purchaser Benefit Plan case, with respect to its employees, except for the accrued amounts for the underpaid employment benefit payments disclosed in Section 3.22 of general applicability Disclosure Schedule, for which each Group Company has made adequate provisions on its books of account and which are included in Financial Statements; (ii) has withheld and reported all amounts required by any applicable law or any contract or agreement to be withheld and reported with respect to wages, salaries and other payments to employees; (iii) is not liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the exception foregoing; and (iv) other than as required by law, is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any plan frozen governmental authority, with respect to new participants (collectivelyunemployment compensation benefits, social security or other benefits or obligations for employees. The Group Companies are not aware that any Key Employee nor any senior officer of any Group Company intends to terminate their employment with any Group Company, nor does any Group Company have a present intention to terminate the “Purchaser Eligible Plans”) employment of any Key Employee or any senior officer of any Group Company. The Group Companies are not party to or bound by any currently effective incentive plan, profit sharing plan, retirement agreement or other employee compensation agreement, except the same extent as similarly-situated employees of Purchaser Company’s 2008 Stock Issuing Plan adopted in June 2008, 2009 Employee Stock Incentive Plan adopted in February 2009, 2010 Employee Stock Incentive Plan adopted in March 2010, 2011 Employee Stock Incentive Plan and its Subsidiaries, it being understood that inclusion 2011 Special Employee Stock Incentive Plan adopted in April 2011. All of the employees of Company the Group Companies are subject to written employment agreements that specify their position, payment of compensation and its Subsidiaries the terms and conditions of employment (including confidentiality, non-compete and non-solicitation provisions that are customarily applied to the positions in the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any industry of the Company Benefit Plans in accordance with and Group Companies similar to the extent permitted by their terms at any time permitted those held by such termsemployees).

Employee Matters. (a) As soon Following the Closing Date, Park Sterling shall maintain or cause to be maintained employee benefit plans and compensation opportunities for the benefit of employees (as administratively practicable after a group) who are actively employed by the Effective Time, Purchaser shall take all reasonable action so that employees of Company and its Subsidiaries on the Closing Date (“Covered Employees”) during the period in which any such Covered Employee is employed by Park Sterling or its Subsidiaries following the Closing Date that, in the aggregate, are substantially comparable to the employee benefits and compensation opportunities that are generally made available to similarly situated employees of Park Sterling or its Subsidiaries (other than the Company and its Subsidiaries), as applicable; provided, that (i) in no event shall any Covered Employee be entitled eligible to participate in each Purchaser Benefit Plan any closed or frozen plan of general applicability with Park Sterling or its Subsidiaries; and (ii) until such time as Park Sterling shall cause Covered Employees to participate in the exception of any plan frozen employee benefit plans that are made available to new participants (collectively, the “Purchaser Eligible Plans”) to the same extent as similarly-similarly situated employees of Purchaser Park Sterling or its Subsidiaries (other than the Company and its Subsidiaries), a Covered Employee’s continued participation in a Company Benefit Plan shall be deemed to satisfy the foregoing provisions of this sentence (it being understood that inclusion participation in any different Park Sterling plans may commence at different times). Notwithstanding the foregoing, following the Closing Date, Park Sterling shall provide Covered Employees (other than those Covered Employees that are paid commissions) (i) whose employment is terminated by Park Sterling without “cause” (as determined by Park Sterling consistent with its customary standards) during the six-month period following the Closing Date or (ii) who voluntarily resign after being notified that, as a condition of employment, his or her base salary will be materially decreased, in any case after signing a customary release, with separation benefits in the form of continued payment of the employees Covered Employee’s base salary or base weekly wage rate (as in effect at the time of Company and its Subsidiaries termination) in an amount equal to one week of his or her base salary or base weekly wage rate for each completed year of service with the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, Company; provided, however, that such service the Covered Employees (other than those Covered Employees that are paid commissions) shall not be recognized entitled to the extent no less than four (4) weeks and no more than twenty-six (26) weeks of continued payment of his or her base salary or weekly wage rate, as applicable, and, provided, further, that such recognition would result in a duplication of benefitsCovered Employees that are paid commissions will be entitled to no severance. Except for the commitment The Company shall, and shall cause its Subsidiaries to, take whatever action is necessary to continue those Company Benefit Plans terminate any and all other severance arrangements and to ensure that correspond to Purchaser Eligible Plans until employees of Company it and Park Sterling and its Subsidiaries are included in such Purchaser Eligible Plans, nothing have no other liability for any other severance payments (other than as set forth in this Agreement Section 6.9(a). The Company shall cooperate with Park Sterling to effectuate the foregoing, including Park Sterling’s and its Subsidiaries compliance with the Worker Adjustment Retraining and Notification Act or any similar state or local Law. Nothing contained in this Section 6.9(a) shall be construed or interpreted to limit or modify in any way Park Sterling’s and its Subsidiaries at-will employment policy. In addition, in no event shall severance pay payable under this Section 6.9(a) to any Covered Employee who does not have an employment, change-in-control or severance agreement with Park Sterling or its Subsidiaries be taken into account in determining the ability amount of Purchaser to amend any other benefit (including an individual’s benefit under any retirement plan, SERP or terminate any agreement). If, by reason of the Company Benefit Plans controlling plan document, controlling Law or otherwise, severance pay is taken into account in accordance with and determining any other benefit, the severance pay otherwise payable shall be reduced by the present value of the additional benefit determined under other benefit plans attributable to the extent permitted by their terms at any time permitted by such termsseverance pay.

Employee Matters. With respect to any employee benefit plans of Dimensional or the Surviving Corporation in which any Company Employees covered by such employee benefit plans at the Effective Time (awhether or not such covered employees have then satisfied waiting periods or other preconditions to participation under such plans) As soon as administratively practicable (collectively, the “Covered Company Employees”) first become eligible to participate on or after the Effective Time, Purchaser shall take and in which the Continuing Employees did not participate prior to the Effective Time (the “Post-Closing Plans”), Dimensional or the Surviving Corporation, as the case may be, shall: (i) waive all reasonable action so that pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Covered Company Employees and their eligible dependents under any Post-Closing Plans in which such employees of Company and its Subsidiaries shall may be entitled eligible to participate after the Effective Time, except to the extent such pre-existing conditions, exclusions or waiting periods under the analogous pre-Effective Time employee benefit plan had not been satisfied or completed as of the Effective Time; (ii) provide each Covered Company Employee and his or her eligible dependents with credit for any co-payments and deductibles paid prior to the Effective Time under the analogous pre-Effective Time employee benefit plan in each Purchaser Benefit Plan satisfying any applicable deductible or out-of-pocket requirements under any Post-Closing Plans in which such employees may be eligible to participate after the Effective Time; and (iii) recognize all service of general applicability the Covered Company Employees with the exception of any plan frozen to new participants (collectively, the “Purchaser Eligible Plans”) to the same extent as similarly-situated employees of Purchaser Company and its Subsidiaries, it being understood that inclusion and their respective affiliates, for all purposes (including, without limitation, purposes of the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times eligibility to participate, vesting credit, entitlement to benefits, and, except with respect to different defined benefit pension plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate benefit accrual) in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Post-Closing Plan in which employees of such Covered Company and its Subsidiaries are Employees may be eligible to participateparticipate after the Effective Time, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service shall not be recognized to the extent such service is taken into account under the applicable Post-Closing Plan; provided that such recognition the foregoing shall not apply to the extent it would result in a duplication of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any of the Company Benefit Plans in accordance with and to the extent permitted by their terms at any time permitted by such terms.

Employee Matters. (a) As soon as administratively practicable With respect to each employee benefit plan or program or service-based policy maintained by Purchaser, the Surviving Corporation or their Affiliates following the Effective Time and in which any of the employees of the Company and its Subsidiaries (the “Company Employees”) who continue to be employed by Purchaser, the Surviving Corporation or their Affiliates after the Effective Time, Purchaser shall take all reasonable action so that excluding any employees of Company and its Subsidiaries shall be entitled to who are covered by a collective bargaining agreement (the “Continuing Employees”), participate in each Purchaser Benefit Plan of general applicability with after the exception of any plan frozen to new participants Effective Time (collectively, the “Purchaser Eligible Plans”) to the same extent as similarly-situated employees of Purchaser and its Subsidiaries, it being understood that inclusion of the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participate, to recognize), for purposes of determining eligibility to participate inparticipate, vesting and vesting of, benefit accrual (but not with respect to calculation or accrual of benefits under any defined benefit program), service with the Company and its Subsidiaries prior to the Effective Time (or predecessor employers to the extent the Company and its Subsidiaries provide past service credit) shall be treated as if such service were with Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent as that such service was credited for such purpose recognized by the Company or and its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining Subsidiaries immediately prior to the benefit amount, Effective Time under the comparable Company Plan; provided, however, that such crediting of service shall does not be recognized to the extent that such recognition would result in a any duplication of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any of the Company Benefit Plans in accordance with applicable Law, and shall otherwise use its commercially reasonable efforts to, ensure that each applicable Purchaser Plan that is a group health plan shall waive eligibility waiting periods, evidence of insurability requirements and pre-existing condition limitations to the extent (i) similar limitations are already in effect with respect to a Continuing Employee that have been satisfied or waived under the corresponding Company Plan immediately prior to the Effective Time or not included under the corresponding Company Plan immediately prior to the Effective Time and (ii) permitted by the applicable insurance policy or otherwise under the Purchaser Plan. Prior to the Effective Time, if requested by Purchaser in writing, to the extent permitted by their applicable Law and the terms at any time permitted by of the applicable plan or arrangement, the Company shall (i) cause to be amended the employee benefit plans and arrangements of it and its Subsidiaries to the extent necessary to provide that no employees of Purchaser and its Subsidiaries shall commence participation therein following the Effective Time unless Purchaser or such termsSubsidiary explicitly authorizes such participation and (ii) cause the Company tax-qualified 401(k) plan to be terminated effective immediately prior to the Effective Time.

Employee Matters. With respect to the employees of the Company who remain employed after the Effective Time by the Company following the Effective Time (a) As soon the “Continuing Employees”), and to the extent not prohibited under the terms of Parent’s applicable benefit plans, Parent shall treat and cause its applicable benefit plans to treat the service of the Continuing Employees with the Company prior to the Effective Time as administratively practicable after service rendered to Parent or any Affiliate of Parent for purposes of eligibility to participate and vesting, including applicability of minimum waiting periods for participation, and for the purpose of determining future vacation and severance. Continuing Employees shall receive employee benefits no less favorable in aggregate than those provided to similarly situated Parent employees. Parent shall, or shall cause its applicable Subsidiary to, assume and perform the Company’s employment and change in control agreements. Parent shall use commercially reasonable efforts to provide that no such Continuing Employee, or any of his or her eligible dependents, who, at the Effective Time, Purchaser shall take all reasonable action so that employees of Company and its Subsidiaries are participating in the Company’s group health plan shall be entitled excluded from Parent’s group health plan, or limited in coverage thereunder, by reason of any waiting period restriction or pre-existing condition limitation other than waiting period restrictions or pre-existing condition limitations that were applicable to participate such Continuing Employee immediately prior to the Effective Time and to provide credit for any coinsurance and deductibles prior to the Effective Time but in each Purchaser Benefit Plan of general applicability the same plan year. Notwithstanding the foregoing, Parent shall not be required to provide any coverage, benefits or credit inconsistent with the exception terms of any plan frozen to new participants (collectivelyParent benefit plans. Furthermore, nothing contained in this Section 5.14 shall require or imply that the “Purchaser Eligible Plans”) to the same extent as similarly-situated employees of Purchaser and its Subsidiaries, it being understood that inclusion employment of the employees of the Company and its Subsidiaries in who are employed at the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in Effective Time will continue for any particular period of time following the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its SubsidiariesEffective Time. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate inThis Section is not intended, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service shall not be recognized deemed, to confer any rights or remedies upon any Person other than the extent that such recognition would result in a duplication of benefits. Except for the commitment parties to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability and their respective successors and permitted assigns, to create any agreement of Purchaser employment with any Person or to amend otherwise create any third party beneficiary hereunder, or terminate to be interpreted as an amendment to any plan of the Company Benefit Plans in accordance with and to the extent permitted by their terms at Parent or any time permitted by such termsAffiliate of Parent.

Employee Matters. AACLP (aor the applicable AAC Entity) As soon shall terminate all of its employees prior to the Closing Date in compliance with (to the extent applicable) the Worker Adjustment, Retraining and Notification Act of 1988, as administratively practicable amended, including the giving of any notice thereunder, and under any applicable state laws requiring the giving of notice of terminations, layoffs, site closings or other comparable events. AACLP (or the applicable AAC Entity) shall satisfy all severance pay, vacation pay and other legal obligations with respect to its employees, including but not limited to any obligations under any employment contracts or employee benefit plans or programs, to the extent based on employment service rendered to AAC or any AAC Entity prior to the Closing Date. The Company shall have no liability or obligation to the AAC Entities or their employees to employ or offer employment to any employee of the AAC Entities or any group of employees of the AAC Entities. It is understood, however, that on or after the Closing Date, the Company may, in its sole and absolute direction, offer employment to those employees of AAC and the AAC Subsidiaries who, prior to Closing Date, worked as site employees. Nothing in this Agreement shall limit the Company from taking any action at any time after the Closing Date in respect of its employees or the terms and conditions of their employment. Any former employees of the AAC Entities ("Former AAC Employees") that are subsequently employed by the Company shall in general receive compensation on the same basis and subject to same standards as the employees of the Company. In addition, all Former AAC Employees shall be eligible to participate in the same manner as other similarly situated employees of the Surviving Corporation who were formerly employees of the Company in any other benefit programs, policies and arrangements sponsored or maintained by the Surviving Corporation after the Effective Time, Purchaser shall take all reasonable action so that employees of Company and its Subsidiaries shall be entitled to participate in each Purchaser Benefit Plan of general applicability with the exception of any plan frozen to new participants (collectively, the “Purchaser Eligible Plans”) to the same extent as similarly-situated employees of Purchaser and its Subsidiaries, it being understood that inclusion of the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times with . With respect to different planseach such employee benefit plan, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided furtherprogram, howeverpolicy or arrangement, that nothing contained in this Agreement shall require Purchaser service with AAC or any of its the AAC Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or anyas applicable) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participate, to recognize, be included for purposes of determining eligibility to participate inparticipate, vesting (if applicable) and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries entitlement to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Except for The medical plan or plans maintained by the commitment Surviving Corporation after the Effective Time shall waive all limitation as to continue those Company Benefit Plans that correspond preexisting conditions, exclusions and waiting periods with respect to Purchaser Eligible Plans until employees of Company participation and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser coverage requirements applicable to amend or terminate any of the Company Benefit Plans in accordance with and to the extent permitted by their terms at any time permitted by such termsFormer AAC Employees.

Employee Matters. (a) As soon as administratively practicable From and after the Effective Time, Purchaser unless otherwise mutually determined by SunTrust and BB&T, BB&T shall take all reasonable action so that provide generally to employees of Company SunTrust and its Subsidiaries who at the Effective Time become employees of BB&T or its Subsidiaries (the “Continuing Employees”), employee compensation and benefits under the BB&T Benefit Plans on terms and conditions that are substantially the same as those that apply to similarly situated BB&T employees; provided that BB&T may satisfy its obligation under this Section 6.6(a) for a transitional period (which transitional period shall be entitled end by the later of (i) December 31, 2019 and (ii) the six (6) month anniversary of the Closing Date) by providing compensation and benefits that are substantially the same in the aggregate as the compensation and benefits provided by SunTrust and its Subsidiaries to participate Continuing Employees immediately prior to the Effective Time. Prior to the Closing, SunTrust and BB&T shall cooperate in each Purchaser reviewing, evaluating and analyzing the BB&T Benefit Plans and SunTrust Benefit Plans with a view towards developing appropriate new benefit plans with respect to employees of the Surviving Entity and its Subsidiaries (which shall in any event include the BB&T Corporation Pension Plan of general applicability with and the exception of any plan frozen to new participants BB&T Non-Qualified Defined Benefit Plan) (collectively, the “Purchaser Eligible New Benefit Plans”) to the same extent as similarly-situated employees of Purchaser and its Subsidiaries, it being understood that inclusion of for the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times with respect to different planscovered thereby, provided that coverage shall be continued under corresponding Company which New Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided furtherwill, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any of the Company Benefit Plans in accordance with and to the extent permitted by applicable law, and among other things, (A) treat similarly situated employees on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilities, and (B) not discriminate between employees who were covered by BB&T Benefit Plans, on the one hand, and those covered by SunTrust Benefit Plans, on the other hand, at the Effective Time. Notwithstanding the foregoing, BB&T and SunTrust agree that, during the period commencing at the Effective Time and ending on the first anniversary thereof, any continuing employee of BB&T, SunTrust or any of their terms at any time permitted by respective Subsidiaries who is involuntarily terminated during such termsone (1)-year period will be provided with severance as described in Section 6.6(a) of the BB&T Disclosure Schedule.

Employee Matters. (a) As soon as administratively practicable after For a period of not less than one (1) year following the Effective Time, Purchaser Parent shall take provide all reasonable action so that individuals who are employees of the Company and its Subsidiaries shall be entitled to participate in each Purchaser Benefit Plan on the Effective Time so long as they remain employees of general applicability with the exception Company or its Subsidiaries (including employees who are not actively at work on account of any plan frozen to new participants illness, disability or leave of absence) on the Effective Time (collectivelytaken as a whole, the “Purchaser Eligible PlansAffected Employees”), with (i) annual base salary or hourly wage rates no less than the annual base salary or hourly wage rates as in effect for such Affected Employee as of the Effective Time and (ii) other compensation and employee benefits (whether pursuant to compensation or benefit plans maintained by Parent, the same extent as similarly-Surviving Corporation or any other Subsidiary of Parent) that are no less favorable, in the aggregate, than the other compensation and employee benefits that are provided generally to similarly situated employees of Purchaser and its Subsidiaries, it being understood that inclusion of the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, Parent; provided, however, that such service shall not (x) for purposes of determining “other compensation and employee benefits” required to be recognized provided pursuant to the extent clause (ii) above, incentive compensation, change in control bonuses, supplemental executive retirement benefits and any benefits that such recognition would may result in a duplication of benefitsexcise taxes being imposed on the Company or the Surviving Corporation shall be excluded. Except for Nothing contained in this Section 7.9 shall be deemed to grant any Affected Employee any right to continued employment after the commitment Effective Time nor to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and preclude Parent or its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit from terminating the ability employment of Purchaser to amend any Affected Employee for any reason or terminate any of the Company Benefit Plans in accordance with and to the extent permitted by their terms for no reason at any time permitted by such termsfollowing the Effective Time. Additionally, nothing contained in this Section 7.9 shall be deemed to grant any Affected Employee any right to any specific type or amount of, or eligibility for, any compensation or benefit under any specific incentive compensation plan or employee benefit plan.

Employee Matters. Newco shall maintain without substantive modification for a period of one year following the Effective Time those Enron Benefit Plans that are tax qualified (a"tax qualified plans") As soon under Sections 401(a) and 501(a) of the Code. The active or former employees of Enron who after the Effective Time participate in a tax qualified plan sponsored or maintained by Newco or its U.S. federal income tax consolidated Subsidiaries (collectively, "Newco Group") will receive credit for service under such plan, but only for purposes of eligibility and vesting, as administratively practicable if service with Enron prior to the Effective Time had been service with Dynegy. From and after the Effective Time, Purchaser shall take Enron employees, excluding those covered by collective bargaining agreements, will be provided severance benefits that are at least comparable in all reasonable action so that employees respects to the severance benefits provided by Dynegy under its severance benefit plans and arrangements for similarly situated employees. For purposes of Company and its Subsidiaries shall be entitled to participate in each Purchaser Benefit Plan of general applicability with the exception of any plan frozen to new participants (collectivelyforegoing obligation regarding severance, the “Purchaser Eligible Plans”) to the same extent as similarly-situated employees of Purchaser term "severance benefit plans and its Subsidiaries, it being understood that inclusion of the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service arrangements" shall not be recognized to the extent that such recognition would result in a duplication of benefitsinclude any individually negotiated agreements. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible PlansThe foregoing notwithstanding, nothing in this Agreement Section 7.16 shall limit the ability of Purchaser obligate Dynegy to amend or terminate any provide severance benefits if an employee is offered a comparable position, benefits and salary with a third-party purchaser of the Company business operation in which the employee works without regard to the form of the third-party purchase transaction. Enron Benefit Plans that are employee welfare benefit plans within the meaning of section 3(1) of ERISA, other than severance pay plans, shall be maintained for one year after the Effective Time without substantive change in either benefits provided or classes of employees covered; provided that such plans may be modified in accordance with past practice to take into account customary periodic design adjustments and employee premium costs to reflect experience and change in the law and provided that Enron employees may be provided medical benefits under the Dynegy medical benefit plans and arrangements for similarly situated employees commencing as of the January 1 immediately following the Effective Time. Enron employees who on or after the Effective Time become eligible for health care benefits under plans other than Enron Benefit Plans, if other than at the end of an annual coverage period under the analogous or correlative Enron Benefit Plan providing similar health benefits, shall under such plans be granted credit for co-pays, deductibles and the like applicable under the Enron Benefit Plan and shall not be subject to any preexisting condition exclusion that was not applicable under the Enron Benefit Plan. With respect to sick pay, severance pay and vacation time from and after the Effective Time, (i) to the extent permitted by their terms benefits are dependent upon years of service and/or compensation criteria, service with and compensation received from Enron prior to the Effective Time shall be credited as if it had been service with Dynegy and (ii) no Enron employee who was active at any time permitted by such termsthe Effective Time shall have his annual vacation entitlement reduced for a one-year period following the Effective Time. Enron may in its discretion continue its present retiree medical program and its existing portable medical program until the Effective Time, provided there is no substantive change.

Employee Matters. (a) As soon Until the first anniversary of the Effective Time (the "Benefits Continuation Period"), the Surviving Entity shall pay or cause to be paid to each employee of the Company and the Company Subsidiaries who continues as administratively practicable after an employee of the Company, the Company Subsidiaries or the Surviving Entity during the Benefits Continuation Period (the "Continuing Employees") a base salary at a rate not less than the rate of such base salary in effect at the Effective Time. During the Benefits Continuation Period, Purchaser the Surviving Entity shall take all reasonable action so provide or cause to be provided an incentive compensation opportunity not less than the incentive compensation opportunity in effect at the Effective Time. The Surviving Entity shall also provide or cause to be provided to any Continuing Employee during the Benefits Continuation Period medical benefits and other welfare benefit plans, programs and arrangements (i) that are substantially comparable to those provided under the Company Benefit Plans as in effect at the Effective Time; (ii) which are substantially comparable to those provided to management employees of the Parent or its Subsidiaries; or (iii) any combination of the foregoing; provided that (x) with respect to Continuing Employees who are subject to collective bargaining or employment agreements (including change in control agreements), compensation, benefits and payments shall be provided in accordance with such agreements, and the Surviving Entity expressly assumes such collective bargaining or employment agreements (including change in control agreements) and (y) during the Benefits Continuation Period, the Surviving Entity shall pay, subject to such terms and conditions as it shall establish, any such Continuing Employee whose employment is involuntarily terminated by the Parent, the Surviving Entity or any of their Subsidiaries without cause an amount of severance pay in cash equal to the amount of cash severance pay that would have been payable to such Continuing Employee under the terms of the severance plan maintained by the Company and its Subsidiaries and applicable to such Continuing Employee immediately prior to the date of this Agreement. The foregoing provisions of this Section 6.6 shall not be entitled construed or interpreted to participate restrict in each Purchaser any way the Surviving Entity's or Parent's ability to amend, modify or terminate any Company Benefit Plan of general applicability with (including, without limitation, to change the exception of any plan frozen to new participants (collectivelyentities who administer such Company Benefit Plans, or the “Purchaser Eligible Plans”manner in which such Company Benefits Plans are 50 administered) to the same extent as similarly-situated employees of Purchaser and its Subsidiaries, it being understood that inclusion of the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times not inconsistent with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser foregoing restrictions or any of its Subsidiaries other plan made available to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser the Continuing Employees or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any of the Company Benefit Plans in accordance with and to the extent permitted by their terms person's employment at any time permitted by such termsor for any reason.

Employee Matters. (A) Except with respect to the TCBI Employee Plans described in Section 7.13(D), or as otherwise agreed in writing by the Parties, to the extent requested by BFST in writing delivered to TCBI on or prior to the earlier of: (i) at least 20 Business Days before the Closing Date, or (ii) 10 Business Days prior to the commencement of any notice period required to effectuate the termination of such TCBI Employee Plan, TCBI or its appropriate Subsidiary will execute and deliver such instruments and take such other actions as BFST may reasonably require to cause the freeze, amendment or termination of any TCBI Employee Plan, with terms satisfactory to BFST and in accordance with all Legal Requirements, to be effective as of the Business Day immediately prior to the Closing Date or at any time thereafter in the sole discretion of BFST. The Parties recognize that some winding up of such TCBI Employee Plans may need to be completed following the Closing Date. BFST agrees that, with respect to the employees of TCBI and its Subsidiaries who continue their employment after the Closing Date (the “TCBI Employees”), for a period of twelve (12) months immediately following the Closing Date (or such shorter period if an applicable employee’s employment earlier terminates), BFST shall or shall cause its Subsidiaries, as applicable, to continue to provide (i) to each TCBI Employee, (a) As soon a base salary or hourly wage rate, as administratively practicable after applicable, and (b) annual cash bonus opportunity, if applicable, that is not less than the amount listed on Section 7.13(B) of the Schedules with respect to such TCBI Employee, and (ii) to the TCBI Employees as a whole, benefits that are substantially comparable, in the aggregate, to the benefits provided to the TCBI Employees immediately prior to the Effective Time. BFST agrees that the TCBI Employees will be entitled, Purchaser shall take all reasonable action so that employees of Company and its Subsidiaries shall be entitled subject to Section 7.13(B), to participate in each Purchaser Benefit Plan of general applicability with the exception of any plan frozen to new participants (collectively, the “Purchaser Eligible Plans”) to the same extent as similarly-situated newly hired employees in the BFST Employee Plans, in accordance with the respective terms of Purchaser such plans and its Subsidiariesprograms, it being understood that inclusion and BFST will take all actions reasonably necessary or appropriate to ensure coverage of the employees of Company TCBI Employees in such plans and its Subsidiaries in programs from and after the Purchaser Eligible Plans may occur at different times with respect to different plansClosing Date, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service shall not be recognized except to the extent that BFST desires to maintain the effectiveness of any TCBI Employee Plan providing a substantially similar benefit. In the latter circumstance, TCBI or its appropriate Subsidiary will execute and deliver such recognition would result instruments and take such other actions as BFST may reasonably require in a duplication of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any furtherance of the Company Benefit Plans transfer of such TCBI Employee Plan to BFST on terms satisfactory to BFST and in accordance with all Legal Requirements. The parties will cooperate to take all actions necessary and appropriate to effectuate the extent permitted by their terms at any time permitted by such termsplan to plan transfer.

Employee Matters. (a) As soon as administratively practicable From and after the Effective Time, Purchaser Parent and the Surviving Corporation shall take honor all reasonable action so that employees Company Plans and compensation arrangements and agreements in accordance with their terms as in effect immediately prior to the date of this Agreement (or as amended as contemplated or permitted hereby or with the prior written consent of Parent). For a period of one year following the Effective Time, Parent shall provide, or shall cause to be provided, to each current employee of the Company and its Subsidiaries shall be entitled who is not subject to participate in each Purchaser Benefit Plan of general applicability with the exception of any plan frozen to new participants a collective bargaining agreement (collectively, the “Purchaser Eligible PlansCompany Employees”), for so long as such employee remains employed by Parent or its Subsidiaries, compensation and benefits (excluding equity compensation) which, in the aggregate, are substantially equivalent to the same extent as similarly-situated employees of Purchaser compensation and benefits (excluding equity compensation), in the aggregate, provided to such Company Employee immediately before the Effective Time; provided that the foregoing obligation may be satisfied through participation and coverage following the Effective Time in Parent’s or its Subsidiaries’ (as applicable) compensation and benefit plans, programs, policies and arrangements as in effect from time to time, it being understood that inclusion the Company Employees may commence participating in the plans of Parent and its Subsidiaries on different dates following the Effective Time with respect to different plans of Parent and its Subsidiaries. For a period of one year following the Effective Time, Parent shall provide, or shall cause to be provided, to each current employee of the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times with respect (other than those who are party to different plansa Management Continuity Agreement, provided that coverage whose rights shall be continued governed by the terms of such agreements, and those who are covered by a collective bargaining agreement, whose rights shall be governed by the applicable bargaining agreement) who following the Effective Time suffers a qualifying termination of employment under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans terms and provided further, however, that nothing contained in this Agreement shall require Purchaser or any conditions of its Subsidiaries to make any grants to any former employee the severance arrangement of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible applicable to participate, such employee as in effect on the date hereof (taking into account such Company Employee’s service as required pursuant to recognize, for purposes of determining eligibility to participate inSection 6.9(b) below), and vesting ofthereafter, Company Employees shall be eligible for severance benefits under the Purchaser Eligible Plans, the service severance arrangements applicable to similarly situated employees of such employees with Company and Parent or its Subsidiaries as they may maintain such plans from time to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any of the Company Benefit Plans in accordance with and to the extent permitted by their terms at any time permitted by such termstime.

Employee Matters. (a) As soon as administratively practicable after During the period commencing at the Effective TimeTime and ending on December 31, Purchaser 2022 (the “Continuation Period”), Parent shall take all reasonable action so that employees or shall cause the Surviving Corporation or one of its Subsidiaries, as applicable, to provide to each employee of the Company and its Subsidiaries, for so long as such employee remains employed by Parent or its Subsidiaries shall be entitled to participate in each Purchaser Benefit Plan of general applicability with during the exception of any plan frozen to new participants Continuation Period (collectively, the “Purchaser Eligible PlansCompany Continuing Employees”) with (i) at least the same annual base salary or wage rate provided to such employee by the Company or the Company Subsidiaries immediately prior to the Effective Time, (ii) the opportunity to earn at least the same economic value for the short term incentives provided to such employee by the Company or the Company Subsidiaries in respect of calendar year 2021 (iii) continuing medical, dental, vision, disability and life insurance benefits that are no less favorable than those provided under the Parent Benefit Plans for similarly situated employees of the Parent or any of its Subsidiaries, and (iv) the same severance and post-termination benefits that a Company Continuing Employee would have received for a termination of employment immediately prior to the Effective Time. Each Company Continuing Employee shall retain all of such Company Continuing Employee’s accrued but unpaid vacation, sick time or other paid time off as of the Effective Time, to be administered in accordance with the policies in effect when such vacation or other paid time off is used during 2022 by each such Company Continuing Employee. With respect to the continuing medical, dental, vision, disability and life insurance benefits under this Section 5.8(a), Parent shall cause the applicable Parent Benefit Plan to: (x) waive all pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to such Company Continuing Employees, to the extent such pre-existing conditions, exclusions or waiting periods were satisfied under the similar Company Benefit Plan in effect immediately prior to the Effective Time; and (y) provide each such Company Continuing Employee with credit for any co-payments and deductibles paid (to the same extent as similarly-situated employees of Purchaser and its Subsidiaries, it being understood that inclusion of such credit was given for the employees of Company and its Subsidiaries in year under the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding similar Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries effect immediately prior to the same extent as such service was credited for such purpose by Company Effective Time) in satisfying any applicable deductible or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any of the Company Benefit Plans in accordance with and to the extent permitted by their terms at any time permitted by such termsout-of-pocket requirements.

Employee Matters. (a) As soon as administratively practicable after Parent shall, for a period of one (1) year immediately following the later of the Acceptance Time and the Effective Time, Purchaser provide, or shall take all reasonable action so that employees of Company cause the Surviving Corporation and its Subsidiaries to provide, employees who shall be entitled to participate in each Purchaser Benefit Plan of general applicability with the exception of any plan frozen to new participants (collectively, the “Purchaser Eligible Plans”) to the same extent as similarly-situated have been employees of Purchaser and its Subsidiaries, it being understood that inclusion of the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide at the same level of (or any) employer contributions or other benefit subsidies Acceptance Time who continue as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and the Company, its Subsidiaries or the Surviving Corporation following the Acceptance Time (the “Company Employees”) with employee benefit plans, programs, policies and arrangements (other than equity-based plans and severance arrangements) that are eligible to participatecomparable, in the aggregate, to recognizethe employee benefit plans, for purposes of determining eligibility to participate in, programs and vesting of, benefits under arrangements (other than equity-based plans and severance arrangements) provided by the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service shall not be recognized Employees immediately prior to the extent that such recognition would result in a duplication Acceptance Time. Parent shall recognize the service of benefits. Except for Company Employees with the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included prior to the Acceptance Time as service with Parent and its Affiliates in connection with any Parent Benefit Plan which is made available to Company Employees following the Acceptance Time for purposes of any waiting period, vesting, eligibility and benefit entitlement where length of service is relevant. Parent shall (i) waive, or cause its insurance carriers to waive, all limitations as to pre-existing conditions, if any, with respect to participation and coverage requirements applicable to Company Employees and their dependents under any Parent Benefit Plan that is a welfare benefit plan (as defined in Section 3(1) of ERISA) which is made available to Company Employees following the Acceptance Time (other than any limitations that were in effect with respect to such Purchaser Eligible Plansemployees as of the Acceptance Time under the analogous Company Plan), nothing in this Agreement shall limit and (ii) provide credit to Company Employees and their dependents for any co-payments, deductibles and out-of-pocket expenses paid by such employees under the ability of Purchaser to amend employee benefit plans, programs or terminate any arrangements of the Company Benefit Plans and its Subsidiaries during the portion of the relevant plan year, including the Purchase Date. Parent shall cause the Surviving Corporation and its Subsidiaries to expressly assume and agree to perform any employment, severance or change in control agreement listed in Section 3.11(h) of the Company Disclosure Letter in the same manner and to the same extent that the Company and its Subsidiaries would be required to perform it if the Transactions had not taken place. Notwithstanding anything to the contrary contained herein, Parent shall honor, and cause the Surviving Corporation and its Subsidiaries to honor, in accordance with and its terms as in effect immediately prior to the extent permitted by their terms at any time permitted by such termsAcceptance Time, the 2008 Severance Pay Plan for the benefit of Company Employees.

Employee Matters. (a) As soon as administratively practicable From and after the Effective Time, Purchaser shall take all reasonable action so that Parent will cause the Surviving Corporation to honor, in accordance with their terms, the employment contracts, severance agreements and similar agreements with officers and employees of the Company and its Subsidiaries set forth in Schedule 6.9 of the Company Disclosure Statement (the "Executive Agreements"); PROVIDED, HOWEVER, that nothing herein shall preclude any change in any Executive Agreement effective on a prospective basis that is permitted pursuant to the terms of this Agreement or the applicable Employee Plan. Company performance in respect of any performance or other programs shall be entitled calculated without taking into account any expenses or costs directly associated with or arising as a result of the transactions contemplated by this Agreement or any non-recurring charges that would not reasonably be expected to participate in each Purchaser Benefit Plan of general applicability with have been incurred had the exception of any plan frozen transactions contemplated by this Agreement not occurred. With respect to new participants (collectively, the “Purchaser Eligible Plans”) to the same extent as similarly-situated employees of Purchaser the Company and its Subsidiaries, it being understood that inclusion the obligations of the employees of Company and its Subsidiaries under the Employee Plans as in effect immediately prior to the Effective Time and will provide employee benefit plans with aggregate employee benefits to Company Employees that are no less favorable than the aggregate benefits provided to them immediately prior to the Effective Time pursuant to the plans set forth in Schedule 6.9 of the Company Disclosure Statement; PROVIDED THAT Parent at its sole option may provide employee benefits to Company Employees which, in the Purchaser Eligible Plans may occur at different times aggregate, are no less favorable than those applicable to similarly situated employees of Parent. With respect to any plans established by Parent, to the extent a Company Employee becomes eligible to participate in any such plans, Parent shall grant to such Company Employee from and after the Effective Time, credit for all service with the Company and its affiliates and predecessors (and any other service credited by the Company under similar Employee Plans) prior to the Effective Time for eligibility to participate, benefit accrual and vesting purposes. To the extent Parent benefit plans provide medical or dental welfare benefits, such plans shall waive any preexisting conditions and actively at-work exclusions with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of Employees (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service shall not be recognized but only to the extent such Company Employees were provided coverage under the Employee Plans) and shall provide that such recognition would result any expenses incurred on or before the Effective Time in a duplication the applicable plan year by or on behalf of benefits. Except any Company Employees shall be taken into account under the Parent benefit plans for the commitment to continue those purposes of satisfying applicable deductible, co-insurance and maximum out-of- pocket provisions for such Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any of the Company Benefit Plans in accordance with and to the extent permitted by their terms at any time permitted by such termsEmployees.

Employee Matters. (a) As soon Seller and Purchaser shall cooperate in order to allow Purchaser to interview persons employed by Seller at the Transferred Banking Center as administratively practicable of the date of this Agreement (“Employees”) at a location and at a time during regular business hours reasonably convenient to Purchaser and Seller, and Seller shall excuse such Employees from their duties for such interviews, so long as such interviews do not unduly interfere with the operations of the Transferred Banking Center. Such interviews shall be scheduled for completion not later than thirty (30) calendar days after the Effective Time, date of this Agreement. Purchaser shall take all reasonable action so that employees of Company and its Subsidiaries shall be entitled offer at-will employment to participate in each such Employees as Purchaser Benefit Plan of general applicability with the exception of any plan frozen to new participants determines (collectively, the “Selected Employees”). Purchaser’s job offers shall provide for hourly rates of pay or annual base salaries, as applicable, in amounts no less than those in effect for each Selected Employee as of the date of this Agreement, and for benefits no less beneficial in the aggregate than benefits offered by Purchaser Eligible Plans”) to the same extent as similarly-similarly situated employees of Purchaser and its Subsidiaries, it being understood that inclusion of the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its SubsidiariesPurchaser. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible have no obligation to participate, create new benefit plans or programs that would be comparable to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any of the Company Benefit Plans in accordance with Seller’s existing benefit plans. Subject to timely enrollment, if required, and to the extent permitted by the terms of any applicable insurance policies, Selected Employees who become employees of Purchaser as of the Effective Time (“Transferred Employees”) and their terms at dependents, if any, shall, as of the Effective Time, be eligible to participate in Purchaser’s welfare benefit plans, and, in any medical plan, without being subject to any pre-existing condition or actively-at-work limitations or exclusions. To the extent that a Transferred Employee becomes eligible to participate in an employee benefit plan maintained by Purchaser or one of its affiliates, Purchaser shall cause such plan to recognize the service of such Transferred Employee with the Seller and its subsidiaries (including any service recognized by Seller or its subsidiaries with respect to a Transferred Employee’s service with the Failed Bank and any of its subsidiaries) for purposes of eligibility and vesting, but not for benefit accruals or the rate of benefit accruals under the applicable Purchaser plan, unless otherwise provided herein. All Transferred Employees shall be subject to Purchaser’s paid time permitted off (“PTO”) policies; provided that all such employees shall be given full credit for pre-Closing years of service with Seller and any of its subsidiaries (including any service recognized by such termsSeller or its subsidiaries with respect to a Transferred Employee’s service with the Failed Bank and any of its subsidiaries) for PTO accrual purposes under Purchaser’s PTO policy as it applies to PTO accrued after the Effective Time. Prior to the Closing Date, Seller shall pay Employees for all accrued but unpaid PTO or vacation time or floating holidays as applicable, earned prior to the Closing Date. Benefits under Purchaser’s pension plans, if any, for Transferred Employees shall be determined solely with reference to service with Purchaser.

Employee Matters. (a) As soon as administratively practicable after From the Changeover Time through the first anniversary of the Effective Time, Purchaser Parent shall take all reasonable action so cause the Company, the Surviving Corporation and their respective Affiliates to provide each individual who is employed by the Company or any Company Subsidiary immediately before the Changeover Time who continues employment with Parent or the Surviving Corporation (or any Affiliate thereof) following the Effective Time (each, a “Company Employee”) with (i) base compensation, bonus and incentive opportunities that employees are no less favorable in the aggregate than the base compensation, bonus and incentive opportunities (including value attributable to equity based compensation generally, without giving effect to the Transactions) provided to such Company Employee immediately prior to the Acceptance Time, and (ii) employee benefits that are substantially comparable in the aggregate to those provided to such Company Employee immediately prior to the Changeover Time. Except to the extent necessary to avoid the duplication of benefits, Parent shall cause the Company, the Surviving Corporation and their respective Affiliates to recognize the service of each Company and its Subsidiaries shall be entitled to participate in each Purchaser Benefit Plan of general applicability Employee with the exception Company or a Subsidiary (or a predecessor) prior to the Changeover Time as if such service had been performed with Parent or its Affiliates for all purposes under the Company Benefit Plans maintained by the Company or the Surviving Corporation or their respective Affiliates after the Changeover Time and any employee benefit plans and programs of any plan frozen to new participants Parent or the Surviving Corporation or their respective Affiliates (collectively, the “Purchaser Eligible Parent Plans”) in which the Company Employee participates after the Changeover Time (excluding, for the avoidance of doubt, benefit accrual under any defined benefit pension plans), in each case to the same extent as similarly-situated employees of Purchaser and its Subsidiaries, it being understood that inclusion of such Company Employee’s service was recognized by the employees of Company and its Subsidiaries in or a Subsidiary under the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees such Company Employee participated immediately before the Changeover Time. In addition, and without limiting the generality of the foregoing, each Company and its Subsidiaries are Employee shall be immediately eligible to participate, to recognizewithout any waiting time, for purposes of determining eligibility to participate in, in any and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service shall not be recognized all Parent Plans to the extent that coverage under any such recognition would result plan replaces coverage under a comparable benefit plan in a duplication of benefits. Except for which such Company Employee participates immediately before the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any of the Company Benefit Plans in accordance with and to the extent permitted by their terms at any time permitted by such termsChangeover Time.

Employee Matters. (a) As soon as administratively practicable after At the Effective TimeClosing Date, Purchaser shall take hire all Business Employees other than those set forth on Schedule 5.3 hereto (the ------------ Business Employees to be hired by Purchaser are referred to as the "Employees"). Purchaser shall retain the Employees for a period of not less than 91 days following the Closing Date. If (i) the Purchaser terminates the employment of any Employee without "cause" during the 91 day period following the Closing Date, or (ii) the Purchaser relocates any Employee to an office more than 100 miles from such Employee's office at the Closing Date during the 91 day period following the Closing Date without the Employee's consent and the Employee terminates employment as a result of such involuntary relocation, then Purchaser shall provide such Employee with continued salary and employee benefits at the rate and/or level provided to such Employee immediately prior to the date of such termination or relocation for the remainder of the 91 day period following the Closing Date. For the purposes of this Section 5.3, "cause" shall mean (i) the conviction of a felony, (ii) the willful failure to perform reasonable action so that job- related requests, (iii) an act or omission of gross misconduct injurious to Purchaser, or (iv) a material violation of Purchaser's rules, policies or procedures. All Employees who work in positions comparable to employees of Company and its Subsidiaries Purchaser who are covered by Purchaser's employee benefit plans (such Employees collectively, the "Covered Employees") shall be entitled entitled, to the extent permitted by applicable law and the terms of Purchaser's employee benefit plans, to participate in each all employee benefit plans of Purchaser Benefit Plan of general applicability with the exception of any plan frozen to new participants (collectively, the “Purchaser Eligible Plans”) to the same extent as similarlyPurchaser's employees currently employed in comparable positions. To the extent permitted by applicable law, the period of service with PSA and/or PSA SUB for all Covered Employees shall be recognized for vesting and eligibility purposes under Purchaser's employee benefit plans. All Covered Employees, effective as of 12:00 a.m. midnight on the Closing Date, shall be covered under the medical and dental benefit plans of Purchaser as new employees of Purchaser with a waiver of any waiting period and of any pre-situated employees existing condition limitations. In addition, if the Closing Date falls within an annual period of coverage under any group health plan or group dental plan of Purchaser, each Covered Employee shall be given credit for covered expenses paid by that Employee under the comparable employee benefit plans of PSA or PSA SUB during the applicable coverage period through the Closing Date towards the satisfaction of any deductible limitation and out-of-pocket maximum that may apply under the group health plan or group dental plan of Purchaser and its Subsidiaries, it being understood that inclusion of the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any of the Company Benefit Plans in accordance with and to the extent permitted by their terms at any time permitted by such terms.

Employee Matters. (a) As soon as administratively practicable after the Effective Time, Purchaser shall take all reasonable action so that employees Employees of Company and its Subsidiaries shall be entitled to participate in each benefit plan of Purchaser Benefit Plan or its Subsidiaries of general applicability with the exception of any plan frozen to new participants (collectively, the “Purchaser Eligible Plans”) to the same extent as similarly-situated employees of Purchaser and its Subsidiaries, it being understood that inclusion of the employees Employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times with respect to different plans, ; provided that coverage shall be continued under corresponding Company Benefit Plans until such employees Employees are permitted to participate in the Purchaser Eligible Plans and Plans; provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company or any of its Subsidiaries under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees Employees of Company and its Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees Employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, ; provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees Employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, and subject to subsections (b) and (g) of this Section 6.5, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any of the Company Benefit Plans in accordance with and to the extent permitted by their terms at any time permitted by such terms.

Employee Matters. (a) As soon of the Closing, except as administratively practicable after otherwise contemplated by Section 7.5 of the Effective TimeAsset Purchase Agreement or Exhibit C, Purchaser the Business Employees shall take all reasonable action so that cease to be employees of Company and its Subsidiaries shall be entitled to participate in each Purchaser Benefit Plan of general applicability with the exception of any plan frozen to new participants (collectively, the “Purchaser Eligible Plans”) to the same extent as similarly-situated employees of Purchaser and its Subsidiaries, it being understood that inclusion of the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser SunGard Entities or any of its their respective Subsidiaries (other than the Company Entities), as applicable, and shall become or continue to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which be employees of Company and its Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, andas applicable, solely for purposes without any interruption in employment, and the Company or its Subsidiaries shall be the sole employer of Purchaser’s vacation programsthe Business Employees at the Closing. At the Closing, for purposes of determining the benefit amount, provided, however, that such service Company Entities shall not employ any individuals other than the Business Employees. The Business Employees (including Business Employees covered by the Collective Bargaining Agreement, defined below) shall be recognized entitled to all compensation or benefits accrued and payable under each SunGard Benefit Plan other than a Company Benefit Plan (excluding any SunGard Benefit Plan providing severance or termination pay) immediately prior to the Closing, which shall be paid by the SunGard Entities in accordance with the terms and conditions of such SunGard Benefit Plans. Only to the extent that such recognition would result in a duplication of benefits. Except for Business Employees are covered by the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of collective bargaining agreement between the Company and its Subsidiaries are included in such Purchaser Eligible PlansLocal 1723/TUCA Chapter, nothing in this Agreement shall limit Council 47, American Federation of State, County and Municipal Employees, AFL-CIO, effective July 1, 2010 through June 30, 2013 (the ability of Purchaser to amend or terminate any of “Collective Bargaining Agreement”), the Datatel Entities agree that, effective at the Closing, the Company Benefit Plans shall assume and be bound by the Collective Bargaining Agreement with respect to the applicable Business Employees and shall provide employee benefits to the covered Business Employees in accordance with and the terms of the Collective Bargaining Agreement or, to the extent permitted by their terms at any time permitted by such termsnecessary and permissible under the Collective Bargaining Agreement, shall provide substantially equivalent benefits.

Employee Matters. (a) As soon as administratively practicable after of the Effective Time, Purchaser shall take continue the employment of all reasonable action so that of the then-current employees of Company and its Subsidiaries shall the Acquired Entities (including employees of the Business who currently are employed by an HCA Affiliate other than an Acquired Subsidiary but who will be entitled to participate employed by an Acquired Entity as of the Effective Time in each Purchaser Benefit Plan of general applicability connection with the exception of any plan frozen to new participants Reorganization) and, with respect thereto: (collectively, i) maintain the “Purchaser Eligible Plans”) salaries and wages at the levels in effect immediately prior to the same extent as similarly-Effective Time, (ii) provide benefits which are substantially similar to the benefits provided to similarly situated employees of Purchaser and its Subsidiariessubsidiaries, it being understood (iii) recognize the existing levels of service and seniority for benefit plan purposes (including but not limited to paid time off, vacation, sick, extended illness and holiday time), and (iv) provide credit for purposes of eligibility, vesting and rate of accrual under its benefit plans, programs or policies for service with the Acquired Entities. With respect to any self-insured welfare benefit plans maintained by Purchaser that inclusion cover employees of Acquired Entities, Purchaser shall cause such plans to provide credit for any co-payments or deductibles paid by such employees and waive all pre-existing condition exclusions and waiting periods that might otherwise apply to such employees, other than limitations or waiting periods that have not been satisfied under any welfare plans maintained by the Acquired Entities for their employees prior to the Effective Date. HCA shall be liable for the retention bonus and severance packages with senior management of the employees Facilities described in Schedule 6.5 (the “Retention Bonuses”). The Retention Bonuses represent all of Company the retention bonuses and its Subsidiaries in severance pay packages provided for senior management of the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained Facilities. Nothing in this Agreement shall require the Acquired Entities or Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible any severance pay to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any recipients of the Company Benefit Plans in accordance with and to the extent permitted by their terms at any time permitted by such termsRetention Bonuses.

Employee Matters. (a) As soon as administratively practicable after the Effective Time, Purchaser shall take all reasonable action so that employees of Company and its Subsidiaries shall be entitled to participate in each Purchaser Benefit Plan of general applicability with the exception of any plan frozen to new participants (collectively, the “Purchaser Eligible Plans”) to the same extent as similarly-situated employees of Purchaser and its Subsidiaries, it being understood that inclusion of the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participate, to recognize, for For purposes of determining eligibility to participate inand, and solely for purposes of defined contribution retirement plans, vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company Xxxxx’s and its Affiliates’ plans and programs providing employee benefits to Continuing Employees after the applicable Closing Date (the “Buyer Benefit Plans”), each Continuing Employee shall be credited with his or her years of service with the Acquired Companies and their Subsidiaries prior to the applicable Closing Date to the same extent as such service Continuing Employee was credited (or would have been) entitled, before the applicable Closing Date, to credit for such purpose by service under Acquired Company Employee Plans, except to the extent providing such credit would result in any duplication of benefits. In addition, Buyer shall use commercially reasonable efforts to cause (i) each Continuing Employee to be immediately eligible to participate, without any waiting time, in any and all Buyer Benefit Plans; (ii) each Buyer Benefit Plan providing medical, dental, hospital, pharmaceutical or its Subsidiariesvision benefits, and, solely all pre-existing condition exclusions and actively-at-work requirements of such Buyer Benefit Plan to be waived for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service shall not be recognized Continuing Employee and his or her covered dependents (except to the extent that such recognition would result in a duplication exclusions or requirements applied to the Continuing Employee under comparable Acquired Company Employee Plans); and (iii) any co-payments, deductibles and other eligible expenses incurred by such Continuing Employee and/or his or her covered dependents during the plan year ending on the applicable Closing Date to be credited for purposes of benefits. Except satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the commitment to continue those Company applicable plan year of each comparable Buyer Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any of the Company Benefit Plans in accordance with and Plan (to the extent permitted by their terms at any time permitted by such termscredit would have been given under comparable Acquired Company Employee Plans prior to the applicable Closing).

Employee Matters. (a) As soon From the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms, the Company shall allow Parent and its Subsidiaries reasonable access, during normal business hours and upon reasonable advance notice, to meet with and interview the employees of the Company and its Subsidiaries to facilitate Parent’s determination as administratively practicable to satisfying its employment needs for the period after the Effective Time; provided, Purchaser however, that such access shall take all not unduly interfere with the conduct of the business prior to the Effective Time. Parent shall use commercially reasonable action so that efforts for employees of the Surviving Corporation and its Subsidiaries receive service credit for their employment with the Company and its Subsidiaries shall be entitled to participate in each Purchaser Benefit Plan of general applicability with the exception of any plan frozen to new participants (collectively, the “Purchaser Eligible Plans”) to the same extent as similarly-situated employees of Purchaser and its Subsidiaries, it being understood that inclusion of the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate inand vesting, and vesting ofother than benefit accruals under a defined benefit pension plan, benefits under the Purchaser Eligible Plansequity-based plan, the service of such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose or retiree benefit plan sponsored by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, Parent; provided, however, that in no event shall such employees be entitled to service shall not be recognized credit to the extent that such recognition service credit would result in a duplication of benefitsbenefits with respect to the same period of service. Except for To the commitment extent that Parent either provides coverages and benefits to continue those the employees of the Surviving Corporation or any of its Subsidiaries other than under the Employee Benefit Plans of the Company or any of its Subsidiaries (other than any Employee Benefit Plans that correspond are equity-based plans, retiree benefit plans and defined benefit pension benefit plans) in effect as of the date hereof (the “Existing Plans”) or modifies any of the Existing Plans, Parent shall use commercially reasonable efforts to Purchaser Eligible Plans until waive any applicable waiting periods, pre-existing conditions or actively-at-work requirements and shall give the employees of Company the Surviving Corporation and its Subsidiaries are included credit under the new Parent-provided coverages or benefit plans for any deductibles, co-insurance and out-of-pocket payments that have been paid by such employees with respect to the Existing Plans during the year in which such Purchaser Eligible Plans, nothing coverage or plan modification occurs. Notwithstanding anything else contained in this Section 6.7(a) to the contrary, Parent, Merger Sub and the Company do not intend for this Agreement to require Parent, the Surviving Corporation or any of their Subsidiaries to maintain any specific Employee Benefit Plan or other compensation or employee benefit plan, program, policy or practice following the Effective Time or to be deemed to amend any plans or arrangements or create any rights or obligations except between the parties to this Agreement. Nothing herein expressed or implied shall confer upon any employee, officer or executive of the Company or any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, and nothing contained in the Agreement shall limit restrict the ability of Purchaser Parent, the Surviving Corporation or any of their respective Subsidiaries to amend terminate (or terminate modify the terms of) the employment of any employee, officer or executive of the Company Benefit Plans in accordance with and to the extent permitted by their terms for any reason at any time permitted by such termsafter the Effective Time.

Employee Matters. (a) As soon as administratively practicable after Following the Effective Time, Purchaser Buyer shall take all reasonable action so that employees comply, and shall cause the Surviving Corporation to comply, with the Company’s obligations under each employment agreement with each Company employee and will give each employee of Buyer or the Surviving Corporation who shall have been an employee of the Company immediately prior to the Effective Time (“Continuing Employees”) full credit for prior service with the Company for purposes of (a) vesting and its Subsidiaries shall be entitled eligibility for employer contributions under Buyer’s 401(k) plan and (b) determination of benefit levels under Buyer’s employee benefit plan or policy relating to participate vacation, in each Purchaser Benefit Plan of general applicability with the exception of any plan frozen to new participants (collectively, the “Purchaser Eligible Plans”) to the same extent as similarly-situated employees of Purchaser and its Subsidiaries, it being understood that inclusion of the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times case with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in plans for which the Purchaser Eligible Plans Continuing Employee is otherwise eligible and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participatethe Continuing Employee is offered participation, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service shall not be recognized to the extent that such recognition would service credit was granted under the Company Employee Plans, subject to offset for previously * Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been filed separately with the Securities and Exchange Commission. accrued benefits and determined in a manner so as not to result in a any duplication of benefits. Except In addition, Buyer shall use commercially reasonable efforts to waive, or cause to be waived, any limitations on benefits relating to pre-existing conditions to the same extent such limitations are waived under any comparable plan of the Company and recognize for purposes of annual deductible and out of pocket limits under its medical and dental plans, deductible and out of pocket expenses paid by Continuing Employees in the plan year in which the Effective Time occurs with respect to plans for which the Continuing Employee is otherwise eligible and in which the Continuing Employee is offered participation. Notwithstanding anything herein to the contrary, Buyer and the Company acknowledge and agree that all provisions contained in this Section 6.6 are included for the commitment to continue those Company Benefit Plans sole benefit of Buyer and the Company, and that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement Agreement, whether express or implied, (i) shall be treated as an amendment or other modification of any Company Plan or other employee benefit plan, agreement or other arrangement, (ii) shall limit the ability right of Purchaser Buyer or the Company to amend amend, terminate or terminate otherwise modify any Company Plan or other employee benefit plan, agreement or other arrangement following the Effective Time, or (iii) shall create any third party beneficiary or other right (x) in any other Person, including, without limitation, any Continuing Employee or any participant in any Company Plan or other employee benefit plan, agreement or other arrangement (or any dependent or beneficiary thereof), or (y) to continued employment with the Company, Buyer or any of the Company Benefit Plans in accordance with and to the extent permitted by their terms at any time permitted by such termsits Subsidiaries.

Employee Matters. (a) As soon The Parent shall take such action as administratively practicable may be necessary so that on and after the Effective Time, Purchaser shall take all reasonable action so that until December 31, 2006, officers and employees of the Company who remain after the Closing in the employ of the Company are either, as Parent may determine from time to time, (i) provided employee benefits, plans and programs (including, but not limited to, incentive compensation, deferred compensation, pension, life insurance, welfare, profit sharing, 401(k), severance, salary continuation and fringe benefits and excluding non-retirement equity-based compensation arrangements) which, in the aggregate, are not materially less favorable than those made available by the Company to such officers and employees immediately prior to the Effective Time or (ii) provided employee benefits, plans and programs on substantially the same basis as officers and employees of Parent and its Subsidiaries having similar responsibilities and positions. For purposes of eligibility to participate and vesting in all benefits provided by Parent to such officers and employees, the officers and employees of the Company will be credited with their years of service with the Company and any predecessors thereof to the extent service with Parent and its Subsidiaries and any predecessors thereof is taken into account under the plans of Parent and its Subsidiaries. Parent shall be entitled take commercially reasonable efforts to insure that the eligibility of any officer or employee of the Company to participate in each Purchaser Benefit Plan any welfare benefit plan or program of general applicability with Parent shall not be subject to any exclusions for any pre-existing conditions if such individual has met the exception participation requirements of similar benefit plans and programs of the Company. All individuals eligible to participate in any plan frozen or arrangement contemplated above shall be immediately eligible to new participants participate in the similar plan or arrangement maintained by Parent or its Subsidiaries (collectivelyor the same plan or arrangement if still maintained). Parent shall take commercially reasonable efforts to insure that the amounts paid before the Effective Time by officers and employees of the Company under any health plans of the Company shall, after the “Purchaser Eligible Plans”) Effective Time, be taken into account in applying deductible and out-of-pocket limits applicable under the health plans of Parent provided as of the Effective Time to the same extent as similarly-situated employees if such amounts had been paid under such health plans of Purchaser and its Subsidiaries, it being understood that inclusion of the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing Parent. Nothing contained in this Agreement Section 5.1(a) shall require Purchaser create any rights in any officer or employee or former officer or employee (including any beneficiary or dependent thereof) of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or the Surviving Corporation in respect of continued employment for any specified period of any nature or kind whatsoever. The Company expressly acknowledges that the employment of any Company employees by the Surviving Corporation, Parent or its Subsidiaries. Purchaser Affiliates, as the case may be, shall cause each Purchaser Eligible Plan in which employees be “at-will” and that the Surviving Corporation, Parent or its Affiliates, as the case may be, may terminate the employment of Company and its Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service any of such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any of the Company Benefit Plans in accordance with and to the extent permitted by their terms at any time permitted by such terms.and for any reason or for no reason. Notwithstanding any provision of this ARTICLE V, the parties 57 expressly acknowledge and agree that no current employee or former employee is intended, or shall be deemed, to be a third party beneficiary or to have any rights under this ARTICLE V.

Employee Matters. (a) As soon as administratively practicable after of immediately following the Effective Time, Purchaser Parent shall take all reasonable action so that employees of Company and its Subsidiaries shall be entitled cause the Acquired Companies to participate in each Purchaser Benefit Plan of general applicability with continue the exception employment of any plan frozen Person who was an employee of the Acquired Companies immediately prior to new participants the Effective Time (collectively“Continuing Employees”) on such terms and conditions as may be determined by Parent in its sole discretion. Further, Parent shall, for a period of at least six months following the “Purchaser Eligible Plans”Closing Date, provide (or cause to be provided) to the same extent as similarly-Continuing Employees, compensation and benefit plans providing compensation and benefits that are no less favorable in the aggregate than the compensation and benefits provided to similarly situated employees of Purchaser Parent and its SubsidiariesAffiliates. Notwithstanding the foregoing, it being understood that inclusion (i) compensation and benefits, as well as other terms and conditions of employment, provided to Continuing Employees who are members of a collective bargaining unit shall satisfy the requirements of the employees of Company applicable Collective Bargaining Agreement and its Subsidiaries (ii) Parent shall provide (or cause to be provided) to any Continuing Employee severance benefits, if any, that are the same as provided for a similarly situated employee in the Purchaser Eligible Plans may occur same jurisdiction under Parent’s severance policies in effect at different times the time of termination of such Continuing Employee. Parent shall treat and cause its applicable benefit plans to treat the service of the Continuing Employees with the Acquired Companies prior to the Effective Time as service rendered to Parent or any Affiliate of Parent for purposes of eligibility to participate and vesting, including applicability of minimum waiting periods for participation and for purposes of benefit accrual other than in the case of any defined benefit plan sponsored or maintained by the Parent or its Affiliates (but including with respect to different vacation accruals and any severance pay plans). Parent shall provide that, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate for the plan year in which the Purchaser Eligible Plans and provided furtherEffective Time occurs, howeverno Continuing Employee, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make his or her eligible dependents, who, at the Effective Time, are participating in an Acquired Company’s group health plan shall be excluded from Parent’s group health plan, or limited in coverage thereunder, by reason of any grants to any former employee of Company under any discretionary equity compensation waiting period restriction or pre-existing condition limitation as long as such Continuing Employee enrolls in Parent’s group health plan of Purchaser or to provide within the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiariestime period specified by the applicable plans. Purchaser shall cause each Purchaser Eligible Plan For the plan year in which employees of Company the Closing Date occurs, Parent shall credit each Continuing Employee with any co-payments and its Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits deductibles paid respectively by them under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any of the Company Benefit Plans in accordance with and to the extent permitted by their terms at toward satisfaction of any time permitted by such termsapplicable deductible or out-of-pocket requirements under Parent’s group health plan.

Employee Matters. (a) As soon Except as administratively practicable after provided in Section 5.4(a) of the Company Disclosure Schedule, until the first anniversary of the Effective TimeTime (the “Benefits Continuation Period”), Purchaser the Surviving Corporation shall take pay or cause to be paid to each employee who continues as an employee of the Company, the Company Subsidiaries or the Surviving Corporation during the Benefits Continuation Period (the “Continuing Employees”) salary, wages, cash incentive opportunities, medical benefits and other welfare benefit plans programs and arrangements which are least comparable in the aggregate to those provided prior to the Closing Date, provided, that such comparable compensation need not include equity, provided, further, that with respect to Continuing Employees who are subject to employment agreements, the 2002 Change in Control Plan for Key Employees, the 2005 Change in Control Plan for Key Employees, compensation, benefits and payments shall be provided in accordance with such agreements, and the Surviving Corporation shall expressly assume such employment agreements (including change in control agreements), and fulfill all reasonable action so obligations thereunder. During the Benefits Continuation Period, the Surviving Corporation shall pay, subject to such terms and conditions as it shall establish, any such Continuing Employee whose employment is involuntarily terminated by the Parent, the Surviving Corporation or any of their Subsidiaries without cause an amount of severance pay in cash equal to the amount of cash severance pay that employees would have been payable to such Continuing Employee under the terms of the severance plan maintained by the Company and its Subsidiaries and applicable to such Continuing Employee immediately prior to the date of this Agreement. The foregoing provisions of this Section 5.4 shall not be entitled construed or interpreted to participate restrict in each Purchaser Benefit any way the Surviving Corporation’s or Parent’s ability to amend, modify or terminate any Plan of general applicability with (including, without limitation, to change the exception of any plan frozen to new participants (collectivelyentities who administer such Plans, or the “Purchaser Eligible Plans”manner in which such Plans are administered) to the same extent as similarly-situated employees of Purchaser and its Subsidiaries, it being understood that inclusion of the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times not inconsistent with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser foregoing restrictions or any of its Subsidiaries other plan made available to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser the Continuing Employees or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any of the Company Benefit Plans in accordance with and to the extent permitted by their terms person’s employment at any time permitted by such termsor for any reason.

Employee Matters. (a) As soon as administratively practicable From and after the Effective TimeClosing Date until the one-year anniversary of the Closing Date, Purchaser shall take all reasonable action so that employees cause each employee of Company CNAC and its Subsidiaries shall be entitled to participate in each Purchaser Benefit Plan of general applicability with the exception of any plan frozen to new participants (collectively, the “Purchaser Eligible Plans”) to the same extent each such employee continues to be employed by Purchaser, CNAC or any Subsidiary of CNAC following the Closing) who is not covered by a collective bargaining agreement as similarly-situated employees of Purchaser and its Subsidiaries, it being understood that inclusion of the employees Closing Date to be given full credit for all service with CNAC or any Subsidiary of Company CNAC (and its Subsidiaries in any predecessor entity, to the Purchaser Eligible Plans may occur at different times extent CNAC or a Subsidiary of CNAC gives service credit for service with respect to different plans, provided that coverage shall be continued such predecessor entity) before the Closing Date for purposes of eligibility and vesting under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require any employee benefit plans or arrangements of Purchaser or any of its Subsidiaries to make Affiliates (other than CNAC or any grants to any former employee Subsidiary of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or anyCNAC) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participatesuch employee participates on or after the Closing Date, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose is recognized by Company CNAC or any of its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining Affiliates immediately prior to the benefit amount, provided, however, that such service shall not be recognized Closing Date (except to the extent that the crediting of such recognition service would result in a duplication of benefits). Except for In the commitment to continue those Company Benefit Plans event that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included such an employee shall participate in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability any employee welfare benefit plans of Purchaser to amend or terminate its Affiliates (other than CNAC or any Subsidiary of CNAC) in the calendar year containing the Closing Date and such participation commences other than at the expiration of the Company Benefit Plans in accordance plan year under the corresponding welfare benefit plan maintained for such employee by CNAC or any Affiliate of CNAC immediately prior to such participation, Purchaser shall, or shall cause its Affiliates (other than CNAC or any Subsidiary of CNAC) to, (i) waive all limitations as to pre-existing condition exclusions and waiting periods with and respect to such employee under such employee welfare benefit plans of Purchaser or its Affiliates, other than to the extent permitted limitations or waiting periods that are already in effect with respect to such employee under such corresponding welfare benefit plan maintained for such employee by their terms at CNAC or any time permitted by Affiliate of CNAC immediately prior to such termsparticipation have not been satisfied as of such participation date, and (ii) provide each such employee with credit for any co-insurance and deductibles paid in the calendar year of the Closing prior to such participation date in satisfying any deductible or out-of-pocket requirements under such employee welfare benefit plans of Purchaser or its Affiliates.

Employee Matters. At any time within one (a1) As soon as administratively practicable year after the Effective TimeClosure Notice Delivery Date, Purchaser shall take Pabst may initiate discussions and make offers of employment to any of Optionor’s or MillerCoors’ employees at the Brewery that Pabst would like to retain, provided that such offers of employment are not effective until on or after Closing. In addition, at any time after the Closure Notice Delivery Date, Pabst may initiate discussions with any or all reasonable action so of the unions representing employees at the Brewery, provided that Pabst gives at least 3 days advance notice to MillerCoors. Pabst may consult with certain of Optionor’s or MillerCoors’ employees regarding the discussions with the unions but whether any employee or representative of Company and its Subsidiaries Optionor or MillerCoors participates in the union meetings shall be entitled at Pabst sole and absolute discretion. Optionor and MillerCoors agree to participate in make such personnel, including but not limited to labor relations and human resources employees, reasonably available to Pabst. Any agreement(s) reached between Pabst and any union may be binding but shall not have an effective date prior to Closing. The Parties will keep each Purchaser Benefit Plan of general applicability other reasonably informed on an ongoing basis about their respective negotiations with the exception of any plan frozen unions. Notwithstanding the foregoing, after the Closure Notice Delivery Date or earlier if MillerCoors gives notice to new participants (collectively, the “Purchaser Eligible Plans”) Pabst that it will be issuing notices pursuant to the same extent WARN Laws, Pabst shall be permitted at Pabst's own expense to offer retention incentives to non-union employees it may wish to retain, and such offers may be payable at any time at, before or after Closing, provided Pabst pays all taxes associated with such retention incentives. Similarly, Pabst shall be permitted to negotiate with the unions retention incentives for certain union employees it may wish to retain, and such offers may be payable by Pabst at any time before or after Closing, as similarly-situated employees of Purchaser and its Subsidiaries, it being understood that inclusion of well as all taxes associated therewith. The Parties agree to follow the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times additional procedures set forth on Schedule 1.7(d) with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its SubsidiariesUnions. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any of the Company Benefit Plans in accordance with and to the extent permitted by their terms at any time permitted by such terms.SC1:4886116.33

Employee Matters. (a) As soon as administratively practicable after Subject to and upon the Effective TimeClosing, Purchaser Acquiror shall take all reasonable action so that employees of Company and its Subsidiaries shall be entitled offer employment to participate in each Purchaser Benefit Plan of general applicability with the exception of any plan frozen to new participants (collectively, the “Purchaser Eligible Plans”) to the same extent as similarly-situated employees of Purchaser and its Subsidiaries, it being understood that inclusion of the employees of Company identified in SCHEDULE 5.6 of the Acquiror Disclosure Schedule upon terms substantially equivalent to the terms of employment received by current employees of Acquiror in comparable positions (any employees of Company employed by Acquiror following the Closing being hereinafter referred to as the "TRANSFERRED EMPLOYEES"). Acquiror shall, immediately following the Closing, offer all Transferred Employees coverage under its group medical plan without the imposition of any waiting period requirement or pre-existing condition limitation, and its Subsidiaries in each Transferred Employee shall be credited with the Purchaser Eligible Plans may occur at different times amount of his or her payments made on or prior to the Closing Date for purposes of satisfying any deductibles and out-of-pocket maximum payments under Acquiror's health plan, to the extent permitted by such plan. In addition, with respect to different planseach other benefit plan provided by Acquiror, provided that coverage each Transferred Employee shall be continued given credit, for purposes of any service requirement for participation or vesting (but not benefit accrual for purposes of any defined benefit pension plan), for his or her period of service with Company credited under corresponding Company Benefit Plans until such employees are permitted a similar plan prior to participate the Closing Date, subject to appropriate break in service rules. Acquiror shall be responsible for providing the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants certified health coverage required under COBRA with respect to any former employee of Company or eligible dependents who had a qualifying event -33- under any discretionary equity compensation plan Section 4980B of Purchaser the Code before the Closing or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company who have a qualifying event as a result of the consummation of the transactions contemplated by this Agreement. Acquiror shall also be liable for any and its Subsidiaries are eligible to participate, to recognize, for purposes all vacation time accrued by the Transferred Employees as of determining eligibility to participate inthe Closing Date, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees shall assume all obligations with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any of the Company Benefit Plans in accordance with and to the extent permitted by their terms at any time permitted by such termsrespect thereto.

Employee Matters. For all purposes (a) As soon as administratively practicable after the Effective Time, Purchaser shall take all reasonable action so that employees of Company and its Subsidiaries shall be entitled to participate in each Purchaser Benefit Plan of general applicability with the exception of any plan frozen to new participants (collectively, the “Purchaser Eligible Plans”) to the same extent as similarly-situated employees of Purchaser and its Subsidiaries, it being understood that inclusion of the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participate, to recognize, for including purposes of determining vesting, eligibility to participate in, and vesting of, benefits level of benefits) under the Purchaser Eligible employee benefit plans of Buyer providing benefits to any employee of the Company as of the Closing Date (“Company Employees”) after the Closing Date (the “New Plans”), each Company Employee shall be credited with his or her years of service with the service of such employees with Company and its Subsidiaries before the Closing Date, to the same extent as such service Company Employee was credited entitled, before the Closing Date, to credit for such purpose by service under any similar Benefit Plan in which such Company Employee participated or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining was eligible to participate immediately prior to the benefit amountClosing Date, provided, however, that such no service shall not be recognized credited with respect to benefit accrual under any defined benefit pension plan (except as may be required with respect to any multiemployer plan) or to the extent that such recognition its application would result in a duplication of benefitsbenefits with respect to the same period of service. Except In addition, and without limiting the generality of the foregoing, subject to any required consent of the applicable plan provider, (a) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent such eligibility is permitted in the New Plans and comparable to a Benefit Plan in which such Company Employee participated immediately before the consummation of the Purchase (such plans, collectively, the “Old Plans”), (b) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Company Employee, Buyer shall use commercially reasonable efforts to cause all preexisting condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, unless such conditions would not have been waived under the comparable Old Plans in which such Company Employee participated immediately prior to the Closing Date, and (c) Buyer shall use commercially reasonable efforts to cause any eligible expenses incurred by a Company Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such Company Employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Company Employee and his or her covered dependents for the commitment applicable plan year as if such amounts had been paid in accordance with New Plan, but only to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in the extent such Purchaser Eligible amounts were taken into account for each such purpose under the Old Plans, nothing . The provisions in this Agreement shall limit Section 6.6 are intended for the ability of Purchaser to amend or terminate any sole benefit of the Company Benefit Plans in accordance with and Buyer and, where the context so indicates, their respective Affiliates, and shall not inure to the extent benefit of any other entity or person (other than permitted by their terms assigns of the Parties hereto) either as a Third Party beneficiary or otherwise. Nothing contained in this Section 6.6 shall (i) change the status of any at-will employee or prevent the Company or Buyer from terminating the employment of any employee at any time permitted by such terms(with or without cause) or otherwise taking any action it deems necessary with respect to the employees of the Company or (ii) be construed to prohibit Buyer, the Company or any of their respective Affiliates from amending or terminating any Benefit Plan.

Employee Matters. (a) As soon as administratively practicable after For the Effective Timeperiod from the Closing Date to December 31, Purchaser 2018, Parent shall take all reasonable action so that employees provide to each employee of the Company and its Subsidiaries shall be entitled to participate who remains an employee of the Company or any of its Subsidiary on and following the Closing Date (each such employee, a "Company Employee"), (i) base salary, annual incentive bonus opportunities and long-term incentive opportunities that are, in each Purchaser case, no less than the base salary, annual bonus opportunities and long-term incentive opportunities applicable to each such Company Employee immediately prior to the Closing Date and (ii) employee benefits that are no less favorable, in the aggregate, than those employee benefits provided to such Company Employees immediately prior to the Closing Date. (b) Parent shall provide each Company Employee who incurs a termination of employment from the Closing Date to December 31, 2018 with severance payments and 50 severance benefits that are no less favorable than the severance payments and severance benefits to which such employee would have been entitled with respect to such termination under the severance policies of the Company as in effect immediately prior to the Closing Date. (c) Subject to Section 6.08(f), from and after the Closing Date, Parent shall cause the Surviving Corporation and its Subsidiaries to honor all obligations under the Benefit Plan of general applicability Plans in accordance with their terms as in effect immediately prior to the Closing Date. (d) Parent shall, or shall cause the Surviving Corporation or Parent's or the Surviving Corporation's Subsidiaries, as applicable, to give Company Employees full credit for Company Employees' service with the exception Company and its Subsidiaries for purposes of eligibility, vesting and determination of the level of benefits (including for purposes of vacation and severance), but not for purposes of benefit accruals under a defined benefit pension plan, under any plan frozen benefit plans made generally available to new participants (collectivelyofficers or employees or any class or level of officers or employees maintained by Parent, the “Purchaser Eligible Plans”) Surviving Corporation or any of their respective Subsidiaries in which a Company Employee participates to the same extent as similarly-situated employees of Purchaser and its Subsidiaries, it being understood that inclusion of recognized by the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries immediately prior to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, Closing Date; provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefitsbenefits with respect to the same period of service. Except for (e) Parent shall, or shall cause the commitment Surviving Corporation or Parent's or the Surviving Corporation's Subsidiaries, as applicable, to continue those (i) waive any preexisting condition limitations otherwise applicable to Company Employees and their eligible dependents under any plan of Parent or any Subsidiary of Parent that provides health benefits in which Company Employees may be eligible to participate following the Closing Date, other than any limitations that were in effect with respect to such employees as of the Closing Date under the analogous Benefit Plans Plan, (ii) honor any deductible, co-payment and out-of-pocket maximums incurred by the Company Employees and their eligible dependents under the health plans in which they participated immediately prior to the Closing Date during the portion of the calendar year prior to the Closing Date in satisfying any deductibles, co-payments or out-of-pocket maximums under health plans of Parent, the Surviving Corporation or any of their respective Subsidiaries in which they are eligible to participate after the Closing Date in the same plan year in which such deductibles, co-payments or out-of-pocket maximums were incurred and (iii) waive any waiting period limitation or evidence of insurability requirement that correspond would otherwise be applicable to Purchaser Eligible Plans until employees a Company Employee and his or her eligible dependents on or after the Closing Date, in each case to the extent such Company Employee or eligible dependent had satisfied any similar limitation or requirement under an analogous Benefit Plan prior to the Closing Date. (f) This Section 6.08 shall be binding upon and shall inure solely to the benefit of Company each of the parties to this Agreement and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Section 6.08 or any other provision of this Agreement or any other related Contract, express or implied (i) shall be construed to establish, amend, or modify any Benefit Plan or any other benefit plan, program, agreement or arrangement, (ii) except as expressly provided by Section 6.08(b), shall alter or limit the ability of Purchaser the Company or any of its Subsidiaries, or Parent or any of its Subsidiaries to amend amend, modify or terminate any benefit plan, program, agreement or arrangement or (iii) is intended to or shall confer upon any current or former employee of the Company Benefit Plans in accordance with and or its Subsidiaries or any other person any right to the extent permitted employment or continued employment or service for any period of time by their terms at 51 reason of this Agreement or any time permitted by such terms.other related agreement, or any right to a particular term or condition of employment. Section 6.09

Employee Matters. For purposes of this Section 5.06, “Transferred Employees” means, (a) As soon as administratively practicable all employees of ESI who accept offers of employment with Buyer or its affiliates, including the GVB Companies after Closing, and commence such employment immediately after the Effective TimeClosing with Buyer or its affiliates and (b) employees who are absent due to vacation, Purchaser family leave, short-term disability, long-term disability, or other authorized leave of absence on the Closing Date but who accept such offer of employment and indicate an intention to commence such employment with Buyer or its affiliates as of such employee’s return from vacation, family leave, short-term disability, long-term disability or other authorized leave. Buyer or its affiliates, including the GVB Companies, shall take extend offers of employment to all reasonable action so that employees of Company Transferred Employees prior to and its Subsidiaries effective on the Closing Date. Such offers shall be entitled to participate in each Purchaser Benefit Plan of general applicability with the exception of any plan frozen to new participants (collectively, the “Purchaser Eligible Plans”) to made on the same extent terms and conditions as similarly-situated employees of Purchaser the Transferred Employees current employment. Seller shall provide Buyer with access to their personnel records and its Subsidiaries, it being understood that inclusion of the employees of Company personnel files and its Subsidiaries in the Purchaser Eligible Plans may occur at different times such other information with respect to different plansthe Transferred Employees as Buyer may reasonably request, to the extent compliant with applicable laws. Subject to Buyer’s right to terminate any Transferred Employees following the Closing, Buyer shall provide, or shall cause one of its affiliates to provide, for a period of one (1) year from and after the Closing Date, each Transferred Employee with compensation and benefits (excluding, for this purpose, equity-based compensation, long-term incentive awards, retention bonuses, change in control-related payments, defined benefit pensions and retiree welfare benefits) that are no less favorable to those provided to such Transferred Employee immediately prior to the Closing. Notwithstanding the foregoing or anything else in this Agreement, if Buyer or one of its affiliates fails to make offers of employment to, or makes offers of employment that coverage constitute an employment loss to, any number of Transferred Employees that, if terminated by Seller upon the Closing, would trigger any obligations or liabilities under the WARN Act, then Buyer shall be continued under corresponding Company Benefit Plans until solely liable for any such employees are permitted to participate obligations or liabilities. Without limiting the generality of the foregoing, in the Purchaser Eligible Plans and provided furtherevent that a Transferred Employee does not accept the offer of employment from Buyer or one of its affiliates, however, that nothing contained Buyer shall be required to reimburse Seller for the total severance costs for such Transferred Employees. No provision in this Agreement Section 5.06 or otherwise in this Agreement, whether express or implied, shall require Purchaser (i) create any third-party beneficiary or other rights in any employee or former employee of Seller or any of its Subsidiaries subsidiaries or affiliates (including any beneficiary or dependent thereof), or any other Person; or (ii) create any rights to make continued employment with Seller, Buyer or any grants to of their respective subsidiaries or affiliates or in any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall way limit the ability of Purchaser to amend Seller, Buyer or terminate any of their respective subsidiaries or affiliates to terminate the Company Benefit Plans in accordance with and to the extent permitted by their terms employment of any individual at any time permitted by such termsand for any reason.

Employee Matters. (a) As soon With respect to any Benefit Plans in which any individual who is employed as administratively practicable of the Effective Time by Cambridge and its Subsidiaries or by the Target Companies and who remains employed by Cambridge and its Subsidiaries or by the Target Companies (such employees collectively the “Affected Employees”) first becomes eligible to participate on or after the Effective Time, Purchaser and in which such Affected Employee did not participate prior to the Effective Time (the “New Plans”), Holdco shall, or shall take all reasonable action so that employees of Company and cause its Subsidiaries shall (subject to applicable Laws and applicable tax qualification requirements) to: (i) waive all pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Affected Employees and their eligible dependents under any New Plans in which such Affected Employees may be entitled eligible to participate in each Purchaser after the Effective Time, except to the extent such pre-existing conditions, exclusions or waiting periods would apply under the analogous Cambridge Benefit Plan of general applicability or Oxford Benefit Plan, as the case may be; (ii) provide each Affected Employee and his or her eligible dependents with credit for any co-payments and deductibles paid prior to the exception of any plan frozen to new participants Effective Time under a Cambridge Benefit Plan or Oxford Benefit Plan (collectively, the “Purchaser Eligible Plans”) to the same extent that such credit was given under the analogous Cambridge Benefit Plan or Oxford Benefit Plan, as similarlyapplicable, prior to the Effective Time) in satisfying any applicable deductible or out-situated employees of Purchaser of-pocket requirements under any New Plans in which such Affected Employee may be eligible to participate after the Effective Time for the same plan year; and its Subsidiaries, it being understood that inclusion (iii) recognize all service of the employees Affected Employees with Cambridge and Oxford and their respective Affiliates for all purposes (including, purposes of Company and its Subsidiaries eligibility to participate, vesting credit, entitlement to benefits) in the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible New Plan in which such employees of Company and its Subsidiaries are may be eligible to participateparticipate after the Effective Time, including any severance plan, to recognize, the extent such service is taken into account under the applicable New Plan (to the extent recognized under the corresponding Cambridge Benefit Plan or Oxford Benefit Plan); provided that the foregoing shall not apply for purposes of determining eligibility to participate in, and vesting of, benefits benefit accrual under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company defined benefit plans or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service shall not be recognized to the extent that such recognition it would result in a duplication of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any of the Company Benefit Plans in accordance with and to the extent permitted by their terms at any time permitted by such terms.

Employee Matters. (a) As soon as administratively practicable During the period from and after the Acceptance Date through December 31, 2008 (such period the “Continuation Period”), Parent shall and shall cause the Company and its Subsidiaries to, and from and after the Effective Time shall cause the Surviving Corporation and its Subsidiaries to, provide each employee of the Company and its Subsidiaries who remains in the employment of the Company and its Subsidiaries (and after the Effective Time, Purchaser shall take all reasonable action so that employees of Company and its Subsidiaries shall be entitled to participate in each Purchaser Benefit Plan of general applicability with the exception of any plan frozen to new participants (collectively, the “Purchaser Eligible Plans”) to the same extent as similarly-situated employees of Purchaser Surviving Corporation and its Subsidiaries, it being understood ) (the “Continuing Employees”) with (i) base salary and wages that inclusion of are at least equal to the employees of Company base salary and its Subsidiaries wages payable to such Continuing Employee prior to the Acceptance Date and (ii) incentive compensation and employee benefits that are substantially comparable in the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employees are permitted to participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries aggregate to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining incentive compensation and employee benefits provided to the benefit amount, Continuing Employees immediately prior to the Acceptance Date; provided, however, that neither Parent nor the Surviving Corporation nor any of their Subsidiaries shall have any obligation to issue, or adopt any plans or arrangements providing for the issuance of, shares of capital stock, warrants, options, stock appreciation rights or other rights in respect of any shares of capital stock of any entity or any securities convertible or exchangeable into such service shares pursuant to any such plans or arrangements and for purposes of the standard in clause (ii) above the equity-based compensation programs in effect at the Company prior to the Acceptance Date and the retention program set forth on Section 6.09(e) of the Company Disclosure Schedule shall not be recognized taken into account in determining whether such standard is satisfied. Notwithstanding the foregoing or anything else contained herein to the extent contrary, following the Effective Time the Continuing Employees shall be considered and be eligible for equity-based compensation awards denominated in the equity of Parent on a basis that such recognition would result in a duplication of benefits. Except for the commitment is no less favorable than applies to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until similarly situated employees of Parent and its Subsidiaries, as determined by Parent in its sole discretion. Notwithstanding any other provision of this Agreement to the contrary, Parent shall and shall cause the Company and its Subsidiaries are included in such Purchaser Eligible Plansto, nothing in this Agreement and from and after the Effective Time shall limit cause the ability of Purchaser to amend or terminate any of Surviving Corporation and its Subsidiaries to, provide Continuing Employees whose employment terminates following the Company Benefit Plans in accordance with Acceptance Date and to the extent permitted by their terms at any time permitted during the Continuation Period with severance benefits in an amount that is no less than the severance benefits that such Continuing Employee would have been entitled to pursuant to and under circumstances consistent with the Parent’s severance plan as set forth in the Parent’s employee handbook as in effect on the date hereof as previously disclosed to the Company; provided that such severance benefits shall be determined without taking into account any reduction after the Acceptance Date in base salary or base wages paid to Continuing Employees and shall take into account the service crediting provisions set forth in Section 6.09(b) below. The foregoing provisions of this Section 6.09(a) shall not apply to employees whose terms and conditions of employment are governed by a collective bargaining agreement and the employee benefits for such termsemployee shall be subject to the terms of the applicable collective bargaining agreement.