Common use of Employee Matters Clause in Contracts

Employee Matters. (a) From and after the First Effective Time, the Company shall, and to the extent within its control, Parent shall cause the Company to, honor all Company Benefit Plans in accordance with their terms as in effect immediately before the First Effective Time. For a period of one year following the Control Date, Parent shall provide, or shall cause to be provided, to each current employee of the Company and its Subsidiaries (“Company Employees”) (i) base compensation and cash and equity target incentive opportunities that, in each case, are no less favorable than were provided to the Company Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Employees who, as of immediately prior to the First Effective Time were eligible to receive Company equity compensation awards, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value of the Company Employee’s equity compensation opportunity immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), and (ii) employee benefits that are no less favorable in the aggregate than the employee benefits provided to the Company Employee immediately before the First Effective Time. Without limiting the generality of the foregoing, (A) Parent shall or shall cause the Second Surviving Corporation to provide to each Company Employee whose employment terminates during the one-year period following the Control Date under circumstances that would give rise to severance benefits under the Company Benefit Plans set forth on Section 5.7(a) of the Company Disclosure Schedules (the “Company Severance Plans”), severance benefits in accordance with the terms of the applicable Company Severance Plan in which such Company Employee is eligible to participate immediately prior to the First Effective Time and (B) during such one-year period following the Control Date, severance benefits offered to each Company Employee shall be determined taking into account all service with the Company, its Subsidiaries (and including, on and after the First Effective Time, the Second Surviving Corporation and any of its Affiliates) and without taking into account any reduction after the First Effective Time in compensation paid or benefits provided to such Company Employee.

Employee Matters. (a) From and after the First Effective Time, the Company shall, and to the extent within its control, Parent shall cause the Company to, honor all Company Benefit Plans in accordance with their terms as in effect immediately before the First Effective Time. For a period beginning on the Closing Date and continuing thereafter for twelve months or if shorter, the period of one year following employment of the Control Daterelevant Employee (the “Continuation Period”), Parent shall provide, or shall cause to be provided, to each current employee of the Company Surviving Corporation and its Subsidiaries to provide, each Employee (“Company Employees”excluding any Employees represented by labor unions and/or covered by the Collective Bargaining Agreements) (i) base compensation and cash and equity target incentive opportunities that, in each case, are no less favorable than were provided to the Company Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Employees who, as of immediately prior to the First Effective Time were eligible to receive Company equity who continues employment with Parent or any of its Subsidiaries, including the Surviving Corporation, following the Closing (the “Continuing Employees”), with (i) base salary or other base cash compensation awards, long-term incentive awards that are settled at least the same as, in the aggregate, the base salary or other base cash in an amount sufficient compensation that were provided to replace the grant date value of the Company Employee’s equity compensation opportunity such Continuing Employee immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), and (ii) employee benefits short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that are no less favorable than the short-term annual cash incentive compensation opportunities (other than equity or equity-based compensation) that were provided to such Continuing Employee immediately prior to the Effective Time and (iii) employee benefits (including, but not limited to, any severance, retention and any other termination pay and benefits plans, practices and policies applicable to each Continuing Employee) that are substantially comparable in the aggregate than the to those employee benefits as are provided to similarly situated employees of Parent or its Subsidiaries immediately prior to the Company Employee immediately before the First Effective Time. Without limiting Notwithstanding the generality of the foregoingforegoing and except as provided for in Section 6.4(c), (Ax) Parent shall cause to be maintained through December 31, 2017 those 2017 annual (or other short-term) cash incentive award programs covering the Employees substantially in the form as in effect immediately prior to the Effective Time, and (y) from and after the Effective Time, Parent shall, and shall cause the Second Surviving Corporation to provide to each Company Employee whose employment terminates during and its Subsidiaries to, honor the one-year period following accrued and vested obligations of the Control Date under circumstances that would give rise to severance benefits Surviving Corporation and its Subsidiaries as of the Effective Time under the Company Benefit Plans set forth Plans. The compensation and benefits for Continuing Employees who are covered by a Collective Bargaining Agreement shall be provided in accordance with the applicable Collective Bargaining Agreement as amended, extended or terminated from time to time in accordance with its terms and applicable Law. The Company and Parent agree to take the actions described on Section 5.7(a6.4(a) of the Company Disclosure Schedules (the “Company Severance Plans”), severance benefits in accordance with the terms of the applicable Company Severance Plan in which such Company Employee is eligible to participate immediately prior to the First Effective Time and (B) during such one-year period following the Control Date, severance benefits offered to each Company Employee shall be determined taking into account all service with the Company, its Subsidiaries (and including, on and after the First Effective Time, the Second Surviving Corporation and any of its Affiliates) and without taking into account any reduction after the First Effective Time in compensation paid or benefits provided to such Company EmployeeLetter.

Employee Matters. (a) From Except where an applicable collective bargaining agreement or similar labor agreement or arrangement requires otherwise, for the period beginning on the Closing Date and after ending on the First Effective Time, the Company shall, and to the extent within its control, Parent shall cause the Company to, honor all Company Benefit Plans in accordance with their terms as in effect immediately before the First Effective Time. For a period of one year following anniversary of the Control DateClosing Date (the “Continuation Period” ), Parent shall provide, or shall cause to be provided, to each current employee of the Company and or any of its Subsidiaries who continues to be employed immediately following the Merger Effective Time by Parent, the Surviving Corporation or any respective Subsidiary thereof (each, a “Company EmployeesContinuing Employee”) and for as long as such employee continues to be employed during the Continuation Period by the Parent, Surviving Corporation or any Subsidiary thereof, with (i) the same base compensation salary or wage rate and cash and equity target short-and-long-term incentive opportunities that, in each case, are no less favorable than were provided to the Continuing Employee by the Company Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Employees who, as of or its Subsidiaries immediately prior to the First Effective Time were eligible date hereof (provided that, in lieu of any equity-based incentive opportunities provided by the Company prior to receive Company equity compensation awardsthe Offer Closing, longParent may substitute cash-term based incentive awards opportunities of equal target value) and (ii) participation in employee benefit plans and programs that are settled substantially comparable in cash in an amount sufficient the aggregate to replace those benefits provided to the grant date value Continuing Employee under the employee benefit plans and programs of the Company Employee’s equity compensation opportunity and its Subsidiaries immediately prior to the First date hereof; provided that nothing in this Section 7.10 or otherwise in this Agreement shall confer upon any Continuing Employee the right to continue in employment following the Merger Effective Time, providedor is intended to interfere with Parent’s, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable Surviving Corporation’s or any of their respective Subsidiaries’ rights (subject to Applicable Law) to terminate the equity awards granted by Parent to its similarly situated employees), and (ii) employee benefits that are employment of any Continuing Employee for any reason or no less favorable in reason following the aggregate than the employee benefits provided to the Company Employee immediately before the First Merger Effective Time. Without limiting the generality of the foregoing, (A) for the one year period beginning on the Closing Date, Parent shall maintain, or shall cause to be maintained, in effect the Second Surviving Corporation existing terms of the severance and layoff plans provided to provide Parent prior to each Company Employee whose employment terminates during the one-year period following the Control Determination Date under circumstances that would give rise to severance benefits under the Company Benefit Plans and set forth on Section 5.7(a7.10(a) of the Company Disclosure Schedules (Letter and applicable to Continuing Employees immediately before the “Company Severance Plans”)Offer Closing; for the avoidance of doubt, any modifications to the severance benefits in accordance and layoff plans following the Determination Date shall be disregarded for purposes of determining Parent’s compliance with the terms of the applicable Company Severance Plan in which such Company Employee is eligible to participate immediately prior to the First Effective Time and (B) during such one-year period following the Control Date, severance benefits offered to each Company Employee shall be determined taking into account all service with the Company, its Subsidiaries (and including, on and after the First Effective Time, the Second Surviving Corporation and any of its Affiliates) and without taking into account any reduction after the First Effective Time in compensation paid or benefits provided to such Company Employeeforegoing obligation.

Employee Matters. (a) From and after the First Effective Time, Time through the Company shall, and to end of the extent within its control, Parent shall cause the Company to, honor all Company Benefit Plans in accordance with their terms as in effect immediately before the First Effective Time. For a period of one calendar year following the Control Dateyear in which the Effective Time occurs (the “Continuation Period”), Parent shall provide, or shall cause the Surviving Company to be providedprovide, each individual who is employed by the Company or any of its Subsidiaries immediately prior to each current employee of the Effective Time (each, a “Company Employee”) with (i) a base salary or wage rate that is no less than that provided to such Company Employee by the Company and any of its Subsidiaries immediately prior to the Effective Time, (“Company Employees”ii) (i) base target annual plus target long-term incentive compensation and cash and equity target incentive opportunities thatopportunity that is substantially similar, in each casethe aggregate, are no less favorable than were to the target annual incentive compensation plus target long-term incentive compensation opportunity (excluding any “Partner’s Plan”, special, one-time or transaction-based compensation opportunities) provided to such Company Employee by the Company Employee and any of its Subsidiaries immediately before prior to the First Effective Time (Time, it being understood that the form of such incentives shall be in lieu Parent’s discretion, and (iii) other compensation and employee benefits (excluding long-term incentive, special, one-time or transaction-based compensation and benefits) that are (A) during the calendar year in which the Effective Time occurs, no less favorable, in the aggregate, than those provided to such Company Employee by the Company and any of equity compensation awards, Parent may provide Company Employees who, as of its Subsidiaries immediately prior to the First Effective Time were eligible to receive Company equity compensation awards, long-term incentive awards that are settled in cash in an amount sufficient to replace and (B) for the grant date value remainder of the Continuation Period, substantially comparable in the aggregate to either, at Parent’s election, (x) those provided to such Company Employee’s equity compensation opportunity Employee by the Company and any of its Subsidiaries immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as Time or (y) those applicable to the equity awards granted provided by Parent to its similarly situated employees), and (ii) employee benefits that are no less favorable in the aggregate than the employee benefits provided to the Company Employee immediately before the First Effective Time. Without limiting the generality of the foregoing, (A) Parent shall provide, or shall cause the Second Surviving Corporation Company to provide to provide, each Company Employee whose employment terminates during the one-year period following the Control Date under circumstances that would give rise to severance benefits under the (other than each Company Benefit Plans set forth on Employee listed in Section 5.7(a6.11(a)(i) or (ii) of the Company Disclosure Schedules (Letter) who experiences a termination of employment from Parent, the “Surviving Company Severance Plans”), or any of their respective Affiliates during the Continuation Period with severance benefits in accordance with the terms of the applicable Company Severance Plan in which such Company Employee is eligible to participate immediately prior to the First Effective Time and (B) during such one-year period following the Control Date, severance benefits offered to each Company Employee shall be determined taking into account all service with the Company, its Subsidiaries (and including, on and after the First Effective Time, the Second Surviving Corporation and any of its Affiliates) and without taking into account any reduction after the First Effective Time in compensation paid or benefits that are no less favorable than those provided to such Company Employeesimilarly situated Parent employees under Parent’s severance plans.

Employee Matters. (a) From and after the First Effective TimeClosing Date 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 shall, and to the extent within its control, Parent Surviving Corporation shall cause each individual who is employed by the Company to, honor all and any Company Benefit Plans in accordance with their terms as in effect Subsidiary immediately before the First Effective Time. For Time (each, a period of one year following the Control Date, Parent shall provide, or shall cause “Continuing Employee”) to be provided, to each current employee of the Company and its Subsidiaries (“Company Employees”) provided with (i) base compensation and cash and equity target bonus or incentive opportunities that, in each case, are no less favorable than were provided to the Company Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Employees who, as of immediately prior to the First Effective Time were eligible to receive Company equity compensation awards, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value of the Company Employee’s equity compensation opportunity immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), and (ii) employee benefits that are no less favorable in the aggregate than the base compensation and bonus or incentive opportunities (including value attributable to equity-based compensation) provided to such Continuing Employee immediately prior to the Effective Time and (ii) employee benefits that are substantially comparable in the aggregate to those provided to such Continuing Employee immediately prior to the Effective Time. Except to the extent necessary to avoid the duplication of benefits, the Surviving Corporation shall recognize the service of each Continuing Employee prior to the Effective 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 Surviving Corporation or its Affiliates after the Effective 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 Surviving Corporation or its ERISA Affiliates other than the Company Benefit Plans (the “Surviving Corporation Plans”) in which the Continuing Employee participates after the Effective 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 Effective 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 such Continuing Employee’s service was recognized by the Company and the Company Subsidiaries under the corresponding Company Benefit Plan in which such Continuing Employee participated immediately before the First Effective Time. Without In addition, and without limiting the generality of the foregoing, (A) Parent each Continuing Employee shall or shall cause the Second be immediately eligible to participate, without any waiting time, in any and all Surviving Corporation Plans to provide to each Company Employee whose employment terminates during the one-year period following the Control Date extent coverage under circumstances that would give rise to severance benefits any such plan replaces coverage under the Company Benefit Plans set forth on Section 5.7(a) of the Company Disclosure Schedules (the “Company Severance Plans”), severance benefits in accordance with the terms of the applicable Company Severance Plan a comparable benefit plan in which such Company Continuing Employee is eligible participates immediately before the Effective Time. For the avoidance of doubt, the Surviving Corporation shall have no obligation to participate immediately prior grant equity awards to the First Effective Time and (B) during such one-year period following the Control Date, severance benefits offered to each Company Employee shall be determined taking into account all service with the Company, its Subsidiaries (and including, on and after the First Effective Time, the Second Surviving Corporation and any of its Affiliates) and without taking into account any reduction after the First Effective Time in compensation paid or benefits provided to such Company EmployeeContinuing Employees.

Employee Matters. (a) From and after For the First one-year period beginning at the Effective TimeTime (the “Benefit Continuation Period”), the Company shall, and to the extent within its control, Parent Braves shall cause the Company to, honor all Company Benefit Plans in accordance with their terms as in effect immediately before the First Effective Time. For a period of one year following the Control Date, Parent shall provide, provide or shall cause to be provided, provided to each current employee individual who is employed as of the Effective Time by Yankees and its Subsidiaries and who remains employed by the Surviving Company and its Subsidiaries (such employees collectively, the “Company Affected Employees”) (i) base compensation and cash and equity target incentive opportunities thatsalary in an amount no less than the base salary provided to the Affected Employee immediately prior to the Effective Time, in each case, are (ii) an annual bonus opportunity that is no less favorable than were the annual bonus opportunity provided to the Company Affected Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Employees who, as of immediately prior to the First Effective Time were eligible to receive Company equity compensation awards, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value of the Company Employee’s equity compensation opportunity immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), and (iiiii) other compensation and employee benefits that are no less favorable in the aggregate than the employee benefits those provided to the Company Affected Employee immediately before prior to the First Effective Time. Without limiting the generality of the foregoing, during the Benefit Continuation Period, Braves shall (x) provide or cause to be provided to each Affected Employee (A) Parent shall who suffers a termination of employment by the Surviving Company or shall cause the Second Surviving Corporation to provide to each Company Employee whose employment terminates during the one-year period following the Control Date under circumstances that would give rise to severance benefits under the Company Benefit Plans set forth on Section 5.7(a) any of the Company Disclosure Schedules (the “Company Severance Plans”)its Subsidiaries, severance benefits in accordance with amounts and on terms and conditions no less favorable in the terms aggregate to such Affected Employee than such Affected Employee would have received under the severance plans, programs, policies and arrangements applicable to such Affected Employee as of the applicable Company Severance Plan in which such Company Employee is eligible to participate immediately prior to the First Effective Time date hereof and (B) during such one-year period following defined contribution retirement plan benefits that are no less favorable than the Control Date, severance benefits offered to each Company Employee shall be determined taking into account all service with the Company, its Subsidiaries (and including, on and after the First Effective Time, the Second Surviving Corporation and any of its Affiliates) and without taking into account any reduction after the First Effective Time in compensation paid or defined contribution retirement plan benefits provided to such Company EmployeeAffected Employees on the date hereof, (y) maintain (or caused to be maintained) the same level of employer matching contributions as in effect on the date of this Agreement under the Company’s 401(k) investment savings plan and (z) maintain the Company’s Retirement Accumulation Plan employer contribution levels for existing participants. Notwithstanding the foregoing, the provisions of this Section 4.12(a) shall not apply with respect to Affected Employees whose employment is governed by a collective bargaining or similar agreement.

Employee Matters. (a) From and after the First Effective Time, the Company shall, and to the extent within its control, Parent shall cause the Company to, honor all Company Benefit Plans, Company Pension Plans and Company Other Plans in accordance with their terms as in effect immediately before the First Effective Time, provided that nothing herein shall limit the right of the Surviving Entity or Parent to amend or terminate such plans, arrangements and agreements in accordance with their terms. For a period of one (1) year following the Control DateEffective Time, Parent shall provide, or shall cause to be provided, to each current employee of the Company and its Subsidiaries who remains employed after the Effective Time (“Company Employees”) (i) base compensation salary or wages (as applicable), annual bonus opportunities, and cash and equity target incentive opportunities that, in each case, employer matching contributions to a defined contribution retirement plan that are no less favorable than were the base salary or wages (as applicable), annual bonus opportunities and employer matching contributions to a defined contribution retirement plan provided to the such Company Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Employees who, as of immediately prior to the First Effective Time were eligible to receive Company equity compensation awards, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value of the Company Employee’s equity compensation opportunity immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), and (ii) employee benefits that are equity award grants on a basis no less favorable to such Company Employee than the equity award grants made to similarly situated employees of Parent (other than Company Employees). For the period commencing at the Effective Time and ending on December 31, 2011, Parent agrees to cause the Surviving Entity to maintain health benefits and welfare benefits (other than severance benefits, which are addressed below) for each Company Employee at levels that are, in the aggregate than the employee aggregate, at least substantially comparable to such benefits provided to the such Company Employee immediately before the First Effective Time. Without limiting Notwithstanding any other provision of this Agreement to the generality of the foregoingcontrary, (A) Parent shall or shall cause the Second Surviving Corporation Entity to provide to each Company Employee Employees whose employment terminates during the one-year period following the Control Date under circumstances that would give rise to severance benefits under the Company Benefit Plans set forth on Section 5.7(a) of the Company Disclosure Schedules (the “Company Severance Plans”), Effective Time with severance benefits in accordance with the terms of Smurfit-Stone Container Corporation Severance Pay Plan for Salaried Employees (the applicable “Company Severance Plan Plan”) as in which such Company Employee is eligible to participate immediately prior to effect at the First Effective Time and (B) severance benefits provided to Company Employees under the Company Severance Plan during such the one-year period following the Control Date, severance benefits offered to each Company Employee Effective Time shall be determined taking into account all service with the Company, its Subsidiaries (and including, on and after the First Effective Time, the Second Surviving Corporation and any of its Affiliates) and without taking into account any reduction after the First Effective Time in compensation paid or benefits provided to such Company EmployeeEmployees.

Employee Matters. (a) From and after the First Effective TimeClosing Date through the first anniversary of the Closing Date (the “Benefits Continuation Period”), the Company shallSurviving Corporation shall provide, and to the extent within its control, Parent shall cause the Company to, honor all Company Benefit Plans in accordance with their terms as in effect immediately before the First Effective Time. For a period of one year following the Control Date, Parent shall Surviving Corporation to provide, or shall cause to be provided, to each current employee of the individuals who are employed by the Company and its Subsidiaries immediately prior to the Effective Time and to the extent they continue as employees of the Surviving Corporation, Parent or any of Parent’s Subsidiaries (including Subsidiaries of the Surviving Corporation) during all or a portion of the Benefits Continuation Period (the “Company Affected Employees”) (i) a base compensation and cash and equity target incentive opportunities that, in each case, are salary or base wage rate that is no less favorable than were those provided to the Company Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Affected Employees who, as of immediately prior to the First Effective Time were eligible Time, (ii) other compensation (including bonus and other annual or quarterly cash incentive compensation opportunities) that is no less favorable in the aggregate than that provided to receive Company equity compensation awards, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value of the Company Employee’s equity compensation opportunity Affected Employees immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), ; and (iiiii) employee benefits that are no less favorable in the aggregate than the employee benefits provided to the Company Employee immediately before the First Effective Time. Without limiting the generality similarly situated employees of Parent as in effect from time to time; provided that, for purposes of each of the foregoing, (A) Parent defined benefit pension plan benefits, retiree medical benefits and retention or change in control payments or awards shall or shall cause not be taken into account. Notwithstanding the Second Surviving Corporation to provide to each Company Employee whose employment terminates foregoing, Affected Employees who are involuntarily terminated during the one-year period following Benefits Continuation Period shall be entitled to receive the Control Date under circumstances that would give rise to severance payments and benefits under the Company Benefit Plans set forth on in Section 5.7(a7.05(a) of the Company Disclosure Schedules (the “Company Severance Plans”)Schedule, severance benefits in accordance with the terms of the applicable Company Severance Plan in which such Company Employee is eligible to participate immediately prior subject to the First Effective Time Affected Employee signing and (B) during such one-year period following the Control Date, severance benefits offered to each Company Employee shall be determined taking into account all service with the Company, its Subsidiaries (and including, on and after the First Effective Time, the Second Surviving Corporation and any not revoking a release of its Affiliates) and without taking into account any reduction after the First Effective Time claims in compensation paid or benefits provided to such Company Employeefavor of Parent.

Employee Matters. (a) From During the period beginning on the Closing and after ending on the First Effective Timetwelve (12) month anniversary of the Closing Date, the Company shall, and to Buyer (or any member of the extent within its control, Parent Buyer Group) shall cause the Company to, honor all Company Benefit Plans in accordance with their terms as in effect immediately before the First Effective Time. For a period provide employees of one year following the Control Date, Parent shall provide, or shall cause to be provided, to each current employee member of the Company and its Subsidiaries Group (other than the Sellers), who remain employed by the Buyer (or any member of the Buyer Group) following the Closing (each, a “Company EmployeesContinuing Employee”) (i) with base compensation salaries or wages and annual cash and equity target incentive opportunities that, in each case, are no less favorable than were provided to the Company Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Employees who, as of immediately prior to the First Effective Time were eligible to receive Company equity compensation awards, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value of the Company Employee’s equity compensation opportunity immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), and (ii) employee benefits that are no less favorable in the aggregate than the base salaries or wages and annual cash incentive opportunities, provided to such Continuing Employees immediately prior to the Closing Date, (ii) with employee benefits (including severance and excluding equity arrangements, phantom equity arrangements, retiree health and welfare benefits and defined benefit pension plans) that are substantially comparable in the aggregate to such benefits provided to such Continuing Employees under the applicable Company Employee Group Plans immediately before prior to the First Effective TimeClosing Date, and (iii) with the positions, roles and responsibilities that are substantially comparable to such positions, roles and responsibilities held by such Continuing Employees immediately prior to the Closing Date. Without limiting the generality For purposes of the foregoingdetermining (i) eligibility to participate, (Aii) Parent shall level of benefits and vesting, and (iii) benefit accruals under any “employee benefit plan,” as defined in Section 3(3) of ERISA or shall cause any other benefit plan or arrangement maintained by the Second Surviving Corporation to provide to Buyer Group (including any vacation, paid time off, sick pay or severance program), each Company Employee whose employment terminates during the one-year period following the Control Date under circumstances that would give rise to severance benefits under the Company Benefit Plans set forth on Section 5.7(a) Continuing Employee’s service with any member of the Company Disclosure Schedules (as well as service with any predecessor employer) prior to the “Closing Date shall be treated as service with the Buyer Group as of the Closing Date to the same extent that such service was recognized prior to the Closing Date under a comparable Company Severance Plans”)Group Plan in which such Continuing Employee participated; provided that the foregoing shall not apply to the extent that it would result in any duplication of analogous benefits for the same period of service or the crediting of service under a newly established plan of the Buyer Group for which prior service is not taken into account for similarly situated employees of the Buyer Group generally. From and after the Closing, severance benefits the Buyer shall continue to honor, pay, perform and satisfy any and all liabilities, obligations and responsibilities to, or in respect of, each Continuing Employee, and each employee, officer, director, or consultant of each member of the Company Group (whether current, former or retired) or their dependents, spouses, or beneficiaries, arising under the terms of, or in connection with, any Plan in accordance with the terms thereof. Following the Closing, no member of the applicable Buyer Group (including, for the avoidance of doubt, the Company Severance Plan Group) shall be responsible for any contributions required to be made by any Continuing Employee (but not, for the avoidance of doubt, any Seller Owner) to any Company Group GP Entity in existence on the Closing Date, to be funded in such a manner as determined by such member of the Buyer Group, including by way of any management fee offset permitted under the limited partnership agreement or limited liability company (or equivalent) of any TB Fund. With respect to any group health plan maintained by the Buyer Group in which such Company any Continuing Employee is eligible to participate immediately prior on or after the Closing Date, the Buyer shall (or shall cause the Buyer Group to) use commercially reasonable efforts to waive preexisting conditions, limitations, exclusions, evidence of insurability, required physical exams, actively-at-work requirements, waiting periods and similar limitations and requirements with respect to participation by and coverage of such Continuing Employee (and his or her eligible dependents). This Section 9.3(a) shall be binding upon and inure solely to the First Effective Time benefit of each of the parties to this Agreement, and (B) during such one-year nothing in this Section 9.3(a), express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 9.3(a). Nothing contained herein, express or implied, is intended to confer upon any employee of any member of the Company Group any right to continued employment for any period following the Control Dateor continued receipt of any specific employee benefit, severance benefits offered shall constitute an amendment to each Company Employee shall be determined taking into account all service with the Companyor any other modification of any Plan, its Subsidiaries (and including, on and after the First Effective Time, the Second Surviving Corporation and or create any of its Affiliates) and without taking into account any reduction after the First Effective Time in right to compensation paid or benefits provided to such Company Employeeof any nature or kind whatsoever.

Employee Matters. (a) From and after the First Effective Time, the Company shall, and to the extent within its control, Parent shall cause the Company to, honor all Company Benefit Plans in accordance with their terms as in effect immediately before the First Effective Time. For a period of one year following the Control Date, Parent shall provide, or shall cause to be provided, to each current employee of the Company and its Subsidiaries who continues to be employed by Parent or its Subsidiaries (including, for the avoidance of doubt the Surviving Corporation and its Subsidiaries) immediately following the Effective Time (each, a “Company EmployeesContinuing Employee”) ), with, to the extent employed by Parent or its Subsidiaries, during the period beginning at the Effective Time and ending on December 31, 2016, (i) base compensation and cash and equity target incentive opportunities that, in each case, are no less favorable than were pay that is at least equal to the base pay provided to the Company each such Continuing Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Employees who, as of immediately prior to the First Effective Time were eligible to receive Company equity compensation awardsClosing Date, (ii) commission, cash bonus and long-term incentive awards opportunities (excluding, for the avoidance of doubt, any incentive equity opportunities, which will be determined by Parent in its sole discretion), as applicable, that are settled no less favorable, in cash in an amount sufficient the aggregate, than the opportunities provided to replace the grant date value of the Company Employee’s equity compensation opportunity each such Continuing Employee immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees)Closing Date, and (iiiii) employee welfare benefits that are no less favorable in the aggregate than the employee welfare benefits provided to the Company each such Continuing Employee immediately before prior to the First Closing Date. As of, or as soon as administratively practicable following, the Effective Time. Without limiting the generality of the foregoing, (A) Parent shall or make available a 401(k) plan to Continuing Employees. During the period beginning at the Effective Time and ending on December 31, 2016, Parent shall cause continue to maintain, without amendment, the Second Surviving Corporation Company’s severance practice applicable to provide Continuing Employees immediately prior to each Company Employee whose employment terminates during the one-year period following the Control Date under circumstances that would give rise to severance benefits under the Company Benefit Plans Effective Time as set forth on Section 5.7(a7.05(a) of the Company Disclosure Schedules Letter (the “Company Severance PlansPlan”), and shall provide, or shall cause to be provided, to each Continuing Employee whose employment is terminated without “cause”, as such term is defined or concept is used for purposes of the Company Severance Plan, or under such other circumstances as would entitle a participant to severance under the Company Severance Plan, during the Severance Period (and subject to the requirements of applicable local Law) with the severance benefits specified in accordance with the terms of the applicable Company Severance Plan in which such for the Severance Period. Notwithstanding the foregoing, and without duplication of benefits, each of those employees of the Company and its Subsidiaries identified on Section 7.05 of the Company Disclosure Schedule who becomes a Continuing Employee is eligible to participate immediately prior shall remain entitled to the First Effective Time and (B) during such one-year period following the Control Date, severance benefits offered as and to each Company Employee shall be determined taking into account all service the extent provided for in, and subject to the terms and conditions in, such Continuing Employee’s severance agreement with the Company, its Subsidiaries (and including, Company identified on and after Section 7.05 of the First Effective Time, the Second Surviving Corporation and any of its Affiliates) and without taking into account any reduction after the First Effective Time in compensation paid or benefits provided to such Company EmployeeDisclosure Schedule.

Employee Matters. (a) From During the period commencing at the Effective Time and after the First Effective Timeending on December 31, 2019 (such period, the Company “Covered Period”), SJW shall, and to the extent within its control, Parent shall cause the Company to, honor all Company Benefit Plans in accordance with their terms as in effect immediately before the First Effective Time. For a period of one year following the Control Date, Parent shall provide, or shall cause to be provided, to each current employee of the Company and its Subsidiaries (including the Surviving Corporation and its Subsidiaries) to, provide each individual who is actively employed by CTWS or any of its Subsidiaries immediately prior to the Effective Time and who continues employment during such period (the “Company CTWS Employees”) with (i1) the same base compensation and in effect immediately prior to the Effective Time, (2) target annual cash and equity target incentive opportunities that, in each case, that are no less favorable than were the target annual cash incentive opportunities provided by CTWS or any of its Subsidiaries to the Company each such CTWS Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Employees who, as of immediately prior to the First Effective Time, (3) benefits, other than severance benefits and change of control benefits, that are substantially comparable in the aggregate to the benefits provided to CTWS Employees immediately prior to the Effective Time were eligible and (4) severance benefits that are no less favorable than the severance benefits provided by SJW or any SJW Subsidiary to receive Company equity compensation awards, similarly situated employees of SJW and the SJW Subsidiaries immediately prior to the Effective Time; provided that the immediately preceding clause (4) shall not apply to each CTWS Employee entitled to severance benefits under any agreement or plan set forth on Section 6.17(b) of the CTWS Disclosure Letter. Each CTWS Employee who received a long-term incentive awards that are settled award under the CTWS Stock Plan in cash 2018 shall be granted an equity incentive award under the SJW Stock Plan for each calendar year in an amount sufficient to replace the grant date value of Covered Period (other than a calendar year in which the Company Employee’s equity compensation opportunity immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such CTWS Employee received a long-term incentive awards award under the CTWS Stock Plan). Any such award granted under the SJW Stock Plan to a CTWS Employee shall have be made at the same time and subject to the same terms and conditions as those applicable awards made to SJW’s executive officers, provided that the equity awards granted by Parent target and maximum dollar values of the award shall be equal to its similarly situated employees), and (ii) employee benefits that are no less favorable in the aggregate or greater than the employee benefits provided to the Company Employee immediately before the First Effective Time. Without limiting the generality target and maximum dollar values of the foregoing, (A) Parent shall or shall cause the Second Surviving Corporation last award granted to provide to each Company such CTWS Employee whose employment terminates during the one-year period following the Control Date under circumstances that would give rise to severance benefits under the Company Benefit Plans set forth on Section 5.7(a) of the Company Disclosure Schedules (the “Company Severance Plans”), severance benefits in accordance with the terms of the applicable Company Severance CTWS Stock Plan in which such Company Employee is eligible to participate immediately prior to the First Effective Time and (B) during Time; provided further that such one-year period following the Control Date, severance benefits offered to each Company Employee awards shall be determined taking into account all service with subject to the Company, its Subsidiaries (accelerated vesting terms of any employment agreement between such employee and including, on and after SJW or CTWS in effect at the First Effective Time, time of the Second Surviving Corporation and any grant of its Affiliates) and without taking into account any reduction after the First Effective Time in compensation paid or benefits provided to such Company Employeeaward.

Employee Matters. (a) From For purposes of vesting, eligibility to participate and after levels of benefits under the First Effective Time, the Company shall, employee benefit plans of Parent and its Subsidiaries providing benefits to the extent within its control, Parent shall cause the Company to, honor all Company Benefit Plans in accordance with their terms as in effect immediately before the First Effective Time. For a period of one year following the Control Date, Parent shall provide, or shall cause to be provided, to each current employee employees of the Company Surviving Corporation and its Subsidiaries (“Company Employees”) (i) base compensation and cash and equity target incentive opportunities that, in each case, are no less favorable than were provided to after the Company Employee immediately before the First Effective Time (it being understood that excluding defined benefit plans and equity and incentive compensation plans and arrangements) (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, to the same extent as such Company Employee was entitled, before the Effective Time, to credit for such service under any similar Company employee benefit plan, policy or arrangement in lieu of equity compensation awards, Parent may provide which such Company Employees who, as of Employee participated or was eligible to participate immediately prior to the First Effective Time were eligible to receive Company equity compensation awards, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value of the Company Employee’s equity compensation opportunity immediately prior to the First Effective Time, provided, that, except as set forth provided that the foregoing shall not apply to the extent that its application would result in this Section 5.7(a), such long-term incentive awards shall have a duplication of benefits with respect to the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees)period of service. In addition, and (ii) employee benefits that are no less favorable in the aggregate than the employee benefits provided to the Company Employee immediately before the First Effective Time. Without without limiting the generality of the foregoing, (Ai) Parent shall or shall cause the Second Surviving Corporation to provide to each Company Employee whose employment terminates during shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the one-year period following the Control Date extent coverage under circumstances that would give rise to severance benefits such New Plan is replacing comparable coverage under the Company Benefit Plans set forth on Section 5.7(a) of the Company Disclosure Schedules (the “Company Severance Plans”), severance benefits in accordance with the terms of the applicable Company Severance a Plan in which such Company Employee is eligible participated immediately before the Effective Time (such plans, collectively, the “Old Plans”), and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical, disability, hospital and/or vision benefits to participate 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 Company Employee and his or her covered dependents, to the extent such conditions were inapplicable or waived under the comparable Old Plans of the Company or its Subsidiaries in which such Company Employee participated immediately prior to the First Effective Time and (B) during such one-year period following the Control Date, severance benefits offered to each Company Employee shall be determined taking into account all service with the Company, its Subsidiaries (and including, on and after the First Effective Time, unless such waiver is not permitted by Law or the Second Surviving Corporation insurance carriers for the New Plans (it being understood that Parent shall use its commercially reasonable efforts to obtain such coverage). Parent shall cause any eligible expenses incurred by any Company Employee and any his or her covered dependents during the portion of its Affiliates) and without taking 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 any reduction after the First Effective Time in compensation paid or benefits provided under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Company EmployeeEmployee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan, unless it is not permitted by Law or the insurance carriers for the New Plans to take such amounts into account (it being understood that Parent shall use its commercially reasonable efforts to obtain such coverage).

Employee Matters. (a) From During the period commencing at the Effective Time and after ending on the First fifteen (15) month anniversary of the Effective Time, the Company Parent shall, and to the extent within its control, Parent shall cause the Company to, honor all Company Benefit Plans in accordance with their terms as in effect immediately before the First Effective Time. For a period of one year following the Control Date, Parent shall provide, or shall cause to be providedthe Surviving Corporation to, to provide each current employee of who is actively employed by the Company and its Subsidiaries on the Closing Date (each a “Company EmployeesContinuing Employee”) while employed by Parent or any of its Subsidiaries following the Effective Time with: (i) base compensation salary no less favorable than the base salary provided to such Continuing Employees immediately prior to the Effective Time; and cash and equity target incentive opportunities that(ii) employee benefits which, in each casethe aggregate, are no less favorable than were employee benefits provided by Parent to similarly situated employees of Parent; provided, however, that until such time as Parent shall cause Continuing Employees to participate in the Company benefit plans of Parent, a Continuing Employee’s continued participation in the Employee immediately before Benefit Plans shall be deemed to satisfy the First Effective Time foregoing provision of this sentence (it being understood that participation in lieu of equity compensation awardsParent benefit plans may commence at different times with respect to each Employee Benefit Plan). Accordingly, the Company shall cooperate with Parent may provide to ensure that from the Closing Date through the next open enrollment date for Parent’s group health, dental, vision and life insurance plans, the Continuing Employees shall continue to be covered by the Company’s group health, dental, vision and life insurance plans; provided, however, that the Company Employees whoshall terminate, effective as of immediately prior to the First Effective Time were eligible to receive Company equity compensation awards, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value of the Company Employee’s equity compensation opportunity immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-its plans and programs with respect to long term incentive awards shall have the same terms care and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), and (ii) employee benefits that are no less favorable in the aggregate than the employee benefits provided to the Company Employee immediately before the First Effective Timehealth savings accounts. Without limiting the generality of the foregoing, during the period commencing at the Effective Time and ending on the fifteen (A15) month anniversary of the Effective Time, Parent shall shall, or shall cause the Second Surviving Corporation Company to, maintain without amendment the severance policy of Company and its Subsidiaries applicable to provide to each Company Employee whose employment terminates during the one-year period following the Control Date under circumstances that would give rise to severance benefits under the Company Benefit Plans set forth on Section 5.7(a) Continuing Employees as of the Company Disclosure Schedules date hereof (the “Company Severance PlansPlan”)) and provide each Continuing Employee who is not party to an individual employment, severance benefits in accordance 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 “cause”) with the terms of severance payments and/or benefits, if any, to which the applicable Continuing Employee would have been entitled under the Company Severance Plan in which such Company Employee is eligible to participate immediately prior to the First Effective Time and (B) during such one-year period following the Control DateTime, severance benefits offered to each Company Employee shall be determined taking into account all the Continuing Employee’s length of service with the Company, Company and its Subsidiaries (and including, on and after the First Effective Time, the Second Surviving Corporation and any of its Affiliates) and without taking into account any reduction after the First Effective Time as provided in compensation paid or benefits provided to such Company EmployeeSection 6.6(b).

Employee Matters. (a) From and after the First Effective Time, the Company shall, and to the extent within its control, Parent shall cause the Company Surviving Corporation to, honor all Company Benefit Plans Plans, and compensation arrangements and agreements in accordance with their terms as in effect immediately before the First Effective Time, provided that nothing herein shall be construed as prohibiting the amendment or termination of any of the foregoing in accordance with its terms or if otherwise required by applicable Law. For a During the period of one year following commencing on the Control DateEffective Time and ending on December 31, 2015 (the “Continuation Period”), Parent shall provide, or shall cause to be provided, to each current (as of the Effective Time) employee of the Company and or its Subsidiaries (collectively, the “Company Employees”) ): (i) base salary or wages, cash bonus opportunities (other than any retention or other special or non-recurring bonus or cash awards) and equity-based compensation and cash and equity target incentive opportunities thatthat are at least equal, in each casethe aggregate, are no less favorable than to those that were provided to the Company Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Employees who, as of immediately prior to the First Effective Time were eligible to receive Company equity compensation awards, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value of the Company Employee’s equity compensation opportunity immediately prior to the First Effective Time, provided, ; provided that, except as set forth the provision of additional cash-based compensation opportunities in substitution for equity-based compensation opportunities shall be permitted; provided further, that for purposes of this Section 5.7(aclause (i), such long-term incentive awards the Continuation Period shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees)end on September 30, 2015, and (ii) employee all other compensation and benefits that (other than any retention or other special or non-recurring bonus or incentive awards) that, taken as a whole, are no less favorable substantially comparable in the aggregate than the employee to such compensation and benefits that were provided to the Company Employee immediately before the First Effective Time. Without limiting Notwithstanding any other provision of this Agreement to the generality of the foregoingcontrary, (A) Parent shall shall, or shall cause the Second Surviving Corporation to to, provide to each Company Employee whose employment terminates involuntarily during the one-year period following the Control Date under circumstances that would give rise Continuation Period other than for cause and other than due to death or disability (in each case, as determined by Parent in its reasonable discretion) severance benefits no less favorable than the severance benefits provided for under the Company’s severance arrangements applicable to such Company Benefit Plans set forth Employee as in effect on the date of this Agreement, which arrangements are summarized on Section 5.7(a5.5(a) of the Company Disclosure Schedules (the “Company Severance Plans”)Letter, severance benefits in accordance with the terms of the applicable Company Severance Plan in which such Company Employee is eligible to participate immediately prior to the First Effective Time and (B) during such one-year period following the Control DateContinuation Period, severance benefits offered to each Company Employee shall be determined taking into account all service with the Company, its Subsidiaries (and including, on and after the First Effective Time, the Second Surviving Corporation and any of its Affiliates) and without taking into account any reduction after the First Effective Time in compensation paid or benefits provided to such Company EmployeeEmployee that would result in Parent’s noncompliance with this Section 5.5(a); provided that, if required under the applicable Company Benefit Plan, in no event shall any Company Employee be entitled to any such severance benefits unless and until such Company Employee has delivered to Parent or the Surviving Corporation a fully executed release of claims in a form reasonably acceptable to Parent and such release has become effective and irrevocable in accordance with its terms.

Employee Matters. (a) From and after the First Effective Time, the Company and its Subsidiaries shall, and to the extent within its control, Parent shall cause the Surviving Company and its Subsidiaries to, honor all Company Benefit Plans Plans, and compensation arrangements and agreements in accordance with their terms as in effect immediately before the First Effective Time, provided that nothing herein shall be construed as prohibiting the amendment or termination of any of the foregoing in accordance with its terms. For a period of From the Effective Time until the one year following anniversary of the Control DateEffective Time, Parent shall provide, or shall cause to be provided, to each current (as of immediately prior to the Effective Time) employee of the Company and or its Subsidiaries (collectively, the “Company Employees”) (i) base compensation and cash and equity target incentive bonus opportunities that, in each casethe aggregate, are no less favorable than at least equal to those that were provided to the Company Employee immediately before the First Effective Time (it being understood provided that in lieu of equity compensation awards, Parent may provide Company Employees who, as of immediately prior shall make no modifications to bonus opportunities with respect to the First Effective Time were eligible to receive Company equity compensation awardsCompany’s fiscal year ended June 30, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value of the Company Employee’s equity compensation opportunity immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), 2015) and (ii) employee benefits accrual based-vacation policies that are no less favorable in the aggregate than the employee benefits at least equal to those that were provided to the Company Employee immediately before the First Effective Time. Without limiting From the generality of the foregoingEffective time until December 31, (A) 2015, Parent shall provide, or shall cause to be provided, to each current Company Employee, all other employee health, retirement and welfare benefits and commission opportunities that are no less favorable than the compensation and benefits or commissions that were provided to the Company Employee immediately before the Effective Time. Notwithstanding any other provision of this Agreement to the contrary, Parent shall, or shall cause the Second Surviving Corporation to Company or its Subsidiaries to, provide to each Company Employee whose employment terminates during the one-period between the Effective Time and the one year period following anniversary of the Control Date under circumstances that would give rise to Effective Time, severance benefits that are no less favorable than the severance benefits provided for under the Company Benefit Plans Company’s severance arrangements in effect immediately prior to the Effective Time, as set forth on Section 5.7(a5.5(a) of the Company Disclosure Schedules (the “Company Severance Plans”), severance benefits in accordance with the terms of the applicable Company Severance Plan in which such Company Employee is eligible to participate immediately prior to the First Effective Time and (B) during such one-year period following the Control Date, severance benefits offered to each Company Employee shall be determined taking into account all service with the Company, its Subsidiaries (and including, on and after the First Effective Time, the Second Surviving Corporation and any of its Affiliates) and without taking into account any reduction after the First Effective Time in compensation paid or benefits provided to such Company EmployeeLetter.

Employee Matters. (a) From Effective as of the Effective Time and after during the First Effective Time, the Company shall, and to the extent within its control, Parent shall cause the Company to, honor all Company Benefit Plans in accordance with their terms as in effect one-year period immediately before the First Effective Time. For a period of one year following the Control DateEffective Time (the “Continuation Period”), Parent shall provide, or shall cause the Surviving Company to be providedprovide, to each current employee of the Company and or its Subsidiaries who continues to be employed by Parent or the Surviving Company or any of their respective Subsidiaries following the Effective Time (collectively, the “Company Employees”) ), (i) an annual base salary or wage rate, target and maximum short-term annual incentive compensation opportunities and cash and equity target equity-based incentive compensation opportunities that, in each case, are no less favorable than were those provided to the such Company Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Employees who, as of immediately prior to the First Effective Time were eligible to receive Company equity compensation awards, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value of the Company Employee’s equity compensation opportunity immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), and (ii) employee benefits that are no less favorable substantially similar in the aggregate than to the employee benefits provided to the such Company Employee immediately before prior to the First Effective Time. Without limiting the generality of ; provided that, notwithstanding the foregoing, (A) Parent shall or shall cause during the Second Surviving Corporation to provide to Continuation Period, the non-discretionary matching contribution opportunity in effect for each Company Employee whose employment terminates under any 401(k) plan maintained by Parent or any of its Subsidiaries (including the Surviving Company and its Subsidiaries) (a “Parent 401(k) Plan”) in which such Company Employee participates shall be no less favorable than that in effect for such Company Employee immediately prior to the Effective Time under the applicable 401(k) plan maintained by the Company or any of its Subsidiaries (a “Company 401(k) Plan”), (B) a profit sharing contribution shall be made to the applicable Parent 401(k) Plan for each Company Employee participant in respect of (x) calendar year 2016, if the Effective Time occurs in such calendar year, and (y) calendar year 2017, in each case based on a percentage of eligible compensation equal to 8%, and (C) any amounts calculated in accordance with clause (B) that cannot be contributed to the applicable Parent 401(k) Plan due to applicable limitations under the Code shall instead be paid to the applicable Company Employee in a manner consistent with the Company’s past practice regarding such excess amounts. Notwithstanding anything contained herein to the contrary, during the one-year period immediately following the Control Date under circumstances that would give rise Effective Time, Parent shall continue to maintain or cause to be maintained, without amendment, the severance benefits under plan adopted by the Company Benefit Plans set forth on prior to the Effective Time in accordance with Section 5.7(a) 5.6 of the Company Disclosure Schedules Schedule (the “Company Severance PlansPlan”), severance benefits and shall provide, or cause to be provided in accordance with the terms of the applicable Company Severance Plan Plan, to each Company Employee who experiences a severance-qualifying termination under the Company Severance Plan, the severance benefits specified in which the Company Severance Plan; provided, however, that if any such Company Employee is eligible entitled to participate immediately prior to the First Effective Time and (B) during such one-year period following the Control Date, severance benefits offered to each under an individual severance, employment or similar agreement, such Company Employee shall be determined taking into account all service with receive the Company, its Subsidiaries (and including, on and after the First Effective Time, the Second Surviving Corporation and any of its Affiliates) and without taking into account any reduction after the First Effective Time in compensation paid or severance benefits provided to under the terms of such agreement and not the severance benefits set forth in the Company EmployeeSeverance Plan.

Employee Matters. (a) From and after the First Effective TimeClosing until (i) December 31, 2019 if the Closing occurs on or before June 30, 2019 or (ii) otherwise, the Company nine (9) month anniversary of the Closing, the OpCo Buyer shall, and to the extent within its control, Parent or shall cause the Company or any Company Subsidiary, as applicable to, honor all Company Benefit Plans in accordance with their terms as in effect immediately before the First Effective Time. For a period of one year following the Control Date, Parent shall provide, or shall cause to be provided, provide to each current employee of Employee who remains employed by the Company and its Subsidiaries (“or any Company Employees”) (i) Subsidiary with a base compensation and salary, annual cash and equity target incentive opportunities that, in each case, are no less favorable than were provided to the Company Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Employees who, as of immediately prior to the First Effective Time were eligible to receive Company equity compensation awards, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value of the Company Employee’s equity compensation opportunity immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees)bonus opportunity, and (ii) other employee benefits that are no not less favorable in the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits provided made available to each such Employee immediately prior to the Closing Date; provided, however, that nothing herein shall preclude the OpCo Buyer, the Company, any Company Employee immediately before Subsidiary, or any of their respective Affiliates, from terminating the First Effective Time. Without limiting employment of any employee at any time on or after the generality of Closing; and provided, further, that the foregoingOpCo Buyer shall, (A) Parent shall or shall cause the Second Surviving Corporation Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing and listed in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Employee whose Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment terminates during as an “eligible termination” or a “circumstance that the one-year period Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Control Date Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under circumstances the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would give rise to otherwise exclude such Employee from receiving severance benefits under the Company Benefit Plans set forth on Section 5.7(a) of the Company Disclosure Schedules (the “Company Buyer Severance Plans”), severance benefits in accordance with Plan pursuant to the terms of the applicable Company Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in which such Company Employee is eligible order to participate immediately prior to the First Effective Time and (B) during such one-year period following the Control Date, receive any severance benefits offered to each Company Employee shall be determined taking into account all service with under the Company, its Subsidiaries (and including, on and after the First Effective Time, the Second Surviving Corporation and any of its Affiliates) and without taking into account any reduction after the First Effective Time in compensation paid or benefits provided to such Company EmployeeBuyer Severance Plan.

Employee Matters. (a) From the Effective Time and after for a period of no less than 12 months thereafter (the First Effective Time“Continuation Period”), the Company shall, and to the extent within its control, Parent Acquiror shall cause the Surviving Company to(or its Subsidiaries, honor all Company Benefit Plans in accordance with their terms as in effect immediately before the First Effective Time. For a period of one year following the Control Date, Parent shall provide, or shall cause appropriate) to be provided, provide to each current employee of the Surviving Company and its Subsidiaries as of the Effective Time (each such an employee, a “Covered Employee”), for so long as such Covered Employee continues to be employed during such period by the Surviving Company Employees”) or any of its Subsidiaries, with (i) a base compensation salary or base wage rate and cash and equity target incentive opportunities thatcompensation opportunities, in each case, that are no less favorable than were the base salary or base wage rate and cash incentive compensation opportunities provided to the Company such Covered Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Employees who, as of immediately prior to the First Effective Time were eligible to receive Company and (ii) other compensation and employee benefits (excluding equity compensation awards, and long-term incentive awards incentives) that are settled are, in cash in an amount sufficient the aggregate, no less favorable than those provided to replace the grant date value of the Company Employee’s equity compensation opportunity such Covered Employee immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), and (ii) employee benefits that are no less favorable in the aggregate than the employee benefits provided to the Company Employee immediately before the First Effective Time. Without limiting the generality of the foregoingimmediately preceding sentence, (A) Parent shall or Acquiror shall cause the Second Surviving Corporation Company (or its Subsidiaries, as appropriate) to provide to each Company Covered Employee whose employment terminates is terminated during the one-year period following the Control Date under circumstances that would give rise to Continuation Period with severance benefits under equal to the Company Benefit Plans set forth on Section 5.7(a) of the Company Disclosure Schedules (the “Company Severance Plans”), severance benefits in accordance with the terms of the applicable Company Severance Plan in for which such Company Covered Employee is was eligible to participate immediately prior to the First Effective Time and Closing under the applicable written Company Benefit Plan, if any, that is listed in Schedule 4.13(a), determined (BA) during such one-year period following the Control Date, severance benefits offered to each Company Employee shall be determined taking into account all service with the Company, its Subsidiaries (and including, on and after the First Effective Time, the Second Surviving Corporation and any of its Affiliates) and without taking into account any reduction after the First Effective Time Closing in compensation paid or benefits provided to such Covered Employee and (B) taking into account each Covered Employee’s service with the Company Employeeand its Subsidiaries (and any predecessor entities) and, after the Closing, Acquiror and its Affiliates.

Employee Matters. (a) From and after the First Effective Time, the Company shall, and to the extent within its control, Parent shall cause the Company to, honor all Company Benefit Plans in accordance with their terms as in effect immediately before the First Effective Time. For a period of one year following beginning on the Control DateClosing Date and continuing until and through December 31, 2023 (the “Continuation Period”), Parent shall provide, or shall cause to be provided, to each current employee of the Company Surviving Corporation and its Subsidiaries (“Company Employees”) to provide, Continuing Employees with (i) wage or base compensation salary levels that are not less than those provided to such Continuing Employees by the Company or its Subsidiaries immediately prior to the Effective Time, and (ii) target annual cash and equity target incentive bonus opportunities that, in each case, that are no less favorable than were the target annual cash bonus opportunities provided to such Continuing Employees by the Company Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Employees who, as of or its Subsidiaries immediately prior to the First Effective Time were eligible to receive Company (excluding, for the avoidance of doubt, (x) the value of any equity compensation awards, or other long-term incentive awards opportunities or (y) any opportunity to elect to convert cash incentive opportunities into Company Awards). For the Continuation Period, Parent shall provide, or shall cause the Surviving Corporation and its Subsidiaries to provide, each Continuing Employee with employee benefits that are settled in cash in an amount sufficient to replace at least as favorable (excluding, for the grant date avoidance of doubt, the value of any equity, equity-based or other long-term incentive opportunities and any transaction, retention, or change in control compensation granted or paid (A) in connection with the Company Employee’s equity compensation opportunity execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, or (B) relating to transactions following the Closing) to those in effect for such Continuing Employee immediately prior to the First Effective TimeClosing; provided that during the period beginning on the Closing Date and continuing for two years thereafter, providedParent and the Surviving Corporation agree to keep in effect all severance plans, thatagreements, except as practices and policies that are applicable to Employees and set forth in this Section 5.7(a), such long-term incentive awards shall have 6.3(a) of the same terms and conditions Company Disclosure Letter or publicly filed with the SEC as those applicable to of the equity awards granted by Parent to its similarly situated employees)date hereof, and (ii) employee agree that each Continuing Employee shall, during the Continuation Period, be provided with severance benefits that are no less favorable in the aggregate than the employee severance benefits provided under such plans, agreements, practices and policies (or such greater benefits as are required after giving effect to the Company Employee immediately before the First Effective Timeacknowledgment in Section 6.3(d)). Without limiting the generality of the foregoing, (A) Parent shall or shall cause the Second Surviving Corporation to provide to each Company Employee whose employment terminates during the one-year period following the Control Date under circumstances that would give rise to severance benefits under the Company Benefit Plans Except as set forth on in Section 5.7(a6.3(a) of the Company Disclosure Schedules Letter or a CBA, nothing herein shall be deemed to limit the right of Parent or its Subsidiaries (including the “Surviving Corporation and its Subsidiaries) or any of their respective Affiliates to (I) terminate the employment of any Continuing Employee at any time, (II) change or modify the terms or conditions of employment for any Continuing Employee to the extent such change is not inconsistent with the provisions of this Section 6.3 or (III) change or modify any Company Severance Plans”), severance benefits Plan or other employee benefit plan or arrangement in accordance with its terms; provided that such change or modification does not otherwise violate the terms requirements of this Section 6.3. For avoidance of doubt, nothing in this Section 6.3 shall be deemed to obligate Parent to provide non-qualified deferred compensation or defined benefit compensation (other than as required by Law or CBA) in the applicable Company Severance Plan in which such Company Employee is eligible to participate immediately same form as provided prior to the First Closing Date so long as the value thereof as in effect prior to the Effective Time is replaced during the Continuation Period in some other manner to the extent provided herein. Notwithstanding the foregoing, the compensation and (B) during such onebenefits treatment and terms and conditions of employment provided to all non-year period following the Control Date, severance benefits offered to each Company Employee union Continuing Employees in Canada shall be determined taking into account all service with the Company, its Subsidiaries (and including, on and after the First Effective Time, the Second Surviving Corporation and any of its Affiliates) and without taking into account any reduction after the First Effective Time in compensation paid or benefits provided at sufficient levels to such Company Employeeavoid constructive dismissal.

Employee Matters. (a) From and after For the First one-year period beginning on the Effective TimeTime (the “Benefit Continuation Period”), NASDAQ OMX or ICE, as the Company shallcase may be, and to the extent within its control, Parent shall cause the Company to, honor all Company Benefit Plans in accordance with their terms as in effect immediately before the First Effective Time. For a period of one year following the Control Date, Parent shall provide, provide or shall cause to be provided, provided to each current employee individual who is employed as of the Company Effective Time by NYSE Euronext and its Subsidiaries and who remains employed by the Surviving Corporation and its Subsidiaries or ICE Newco and its Subsidiaries (such employees collectively, the “Company Affected Employees”) (i) base compensation and cash and equity target incentive opportunities thatsalary in an amount no less than the base salary provided to the Affected Employee immediately prior to the Effective Time, in each case, are (ii) an annual bonus opportunity that is no less favorable than were the annual bonus opportunity provided to the Company Affected Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Employees who, as of immediately prior to the First Effective Time were eligible to receive Company equity compensation awards, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value of the Company Employee’s equity compensation opportunity immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), and (iiiii) other compensation opportunities and employee benefits that are no less favorable in the aggregate than the employee benefits those provided to the Company Affected Employee immediately before prior to the First Effective Time. Without limiting the generality of the foregoing, during the Benefit Continuation Period, (Ax) Parent NASDAQ OMX or ICE, as the case may be, shall provide or shall cause to be provided to each Affected Employee who suffers a termination of employment by the Second Surviving Corporation to provide to each Company Employee whose employment terminates during the one-year period following the Control Date under circumstances that would give rise to severance benefits under the Company Benefit Plans set forth on Section 5.7(a) or ICE Newco, as applicable, or any of the Company Disclosure Schedules (the “Company Severance Plans”)their respective Subsidiaries, severance benefits in accordance with amounts and on terms and conditions no less favorable in the terms aggregate to such Affected Employee than such Affected Employee would have received under the severance plans, programs, policies and arrangements applicable to such Affected Employee as of the applicable Company Severance Plan in which such Company Employee is eligible to participate immediately prior to the First Effective Time date hereof, and (By) during such one-year period following the Control Date, severance benefits offered to each Company Employee shall be determined taking into account all service with the Company, its Subsidiaries (and including, on and after the First Effective Time, the Second Surviving Corporation and any of its Affiliates) and without taking into account any reduction after the First Effective Time in compensation paid or defined contribution retirement plan benefits provided to Affected Employees no less favorable to Affected Employees than such Company Employeebenefits on the date hereof. Notwithstanding the foregoing, the provisions of this Section 4.11(a) shall not apply with respect to Affected Employees whose employment is governed by a collective bargaining or similar agreement.

Employee Matters. (a) From and after the First Effective Time, the Company shall, and to the extent within its control, Parent shall cause the Company to, honor all Company Benefit Employee Plans in accordance with their terms as in effect immediately before the First Effective Time. For a period of one year twelve (12) months following the Control DateEffective Time, Parent shall provide, or shall cause to be provided, to each current and former employee of the Company and its Subsidiaries (“Company Employees”) (i) base compensation and annual cash and equity target incentive opportunities that, in each case, are no less favorable than were provided to the Company Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Employees who, as of immediately prior to the First Effective Time were eligible to receive Company equity compensation awards, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value of the Company Employee’s equity compensation opportunity immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), and (ii) all other compensation and employee benefits (excluding transaction bonus payments, defined benefit pension, non-qualified deferred compensation and retiree medical coverage, but including annual long-term target equity incentive opportunity ) that are no less favorable substantially similar in the aggregate than the employee benefits to those provided to the Company Employee Employees immediately before the First Effective Time. Without limiting the generality of the foregoingimmediately preceding sentence, (A) Parent shall or shall cause the Second Surviving Corporation to provide to each Company Employee whose employment terminates during the one-year one (1)-year period following the Control Date under circumstances Effective Time severance benefits equal to the severance benefits that would give rise have been provided to severance benefits the Company Employee under the Company Benefit Plans set forth on Section 5.7(a) of the Company Disclosure Schedules (the “Company Severance Plans”), Company’s severance benefits arrangements in accordance with the terms of the applicable Company Severance Plan in which such Company Employee is eligible to participate effect immediately prior to the First Effective Time Time, and (B) during such one-year one (1)-year period following the Control DateEffective Time, severance benefits offered to each Company Employee shall be determined taking into account all service with the Company, its Subsidiaries (and including, on and after the First Effective Time, the Second Surviving Corporation and any of its Affiliates) and without taking into account any reduction after the First Effective Time in compensation paid or benefits provided to such Company Employee. Notwithstanding the foregoing, compensation and employee benefits for Company Employees covered by a Collective Bargaining Agreement as of immediately prior to the Effective Time shall be provided in accordance with the applicable Collective Bargaining Agreement as in effect from time to time. For the avoidance of doubt, subject to the applicable terms of any Company Employee Plan, Parent shall not be prohibited by this Section 5.6(a) from terminating the employment of or changing or modifying the terms and conditions of employment for any Company Employee following the Closing Date.

Employee Matters. (a) From and after the First Effective Time, the Company shall, and to the extent within its control, Parent shall cause the Company to, honor all Company Benefit Plans in accordance with their terms as in effect immediately before the First Effective Time. For a period of one year following the Control Date, Parent shall provide, or shall cause to be provided, to each current employee The employees of the Company and its Subsidiaries as of the Effective Time who continue to remain employed with Parent or its Subsidiaries (including the Surviving Corporation) in the United States and the United Kingdom (collectively, the “Company Continuing Employees”) shall, during the period commencing at the Effective Time and ending on December 31, 2020 for so long as they are employed, be provided with (i) a base compensation salary or base wage and annual cash and equity target incentive opportunities that, in each case, are opportunity that is no less favorable than were the combined base salary or base wage and annual cash incentive opportunity provided to the Company such Continuing Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Employees who, as of immediately prior to the First Effective Time were eligible Time; provided, however, that Parent shall have the right to receive Company equity compensation awards, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value of the Company adjust any Continuing Employee’s equity compensation base salary or base wage and annual cash incentive opportunity so long as the aggregate base salary or base wage and annual cash incentive opportunity for any such Continuing Employee following any such adjustment is not less than the aggregate base salary or base wage and annual cash incentive opportunity for such Continuing Employee in effect immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), Time and (ii) employee benefits that are no less favorable in the aggregate are substantially comparable to such employee benefits, excluding equity, change in control or retention arrangements, generally made available to similarly situated employees of Parent or its Subsidiaries (other than the Company and its Subsidiaries), as applicable; provided that until such time as Parent shall cause Continuing Employees to participate in the employee benefits provided benefit plans that are made available to similarly situated employees of Parent or its Subsidiaries (other than the Company and its Subsidiaries), a Continuing Employee’s continued participation in employee benefit plans of the Company and its Subsidiaries as in effect immediately prior to the Company Employee immediately before Effective Time shall be deemed to satisfy the First foregoing provisions of this sentence (it being understood that participation in the Parent Benefit Plans may commence at different times with respect to each Parent Benefit Plan). Following the Effective Time. Without limiting the generality of the foregoing, (A) Parent shall or shall cause evaluate if it is materially less favorable, in the Second Surviving Corporation aggregate, for the Continuing Employees to provide participate in the Parent Benefit Plans as compared to each Company Employee whose employment terminates during the one-year period following the Control Date under circumstances that would give rise to severance benefits under the Company Benefit Plans set forth on Section 5.7(a) of the Company Disclosure Schedules (the “Company Severance Plans”), severance benefits in accordance with the terms of the applicable Company Severance Plan in which such Company Employee is eligible to participate effect immediately prior to the First Effective Time and (B) during implement appropriate and reasonable solutions to minimize any such one-year period adverse impact on the Continuing Employees. Further, any Continuing Employee who is terminated by Parent or one its Subsidiaries without cause following the Control DateEffective Time and prior to December 31, 2020 will receive severance payments and benefits offered that are not less favorable than those provided under the applicable severance/redundancy plan of Parent or its Subsidiaries, subject to, and in accordance with, the terms of such plan as of the applicable date of termination. Notwithstanding the foregoing, the requirements of this Section 6.5(a) shall not apply to each Continuing Employees who are covered by any Company Employee Labor Agreement. As of the Effective Time, Parent shall, and shall be determined taking into account all service with the Company, cause its Subsidiaries (and includingincluding the Surviving Corporation) to, on and after as applicable, honor the First Effective Time, the Second Surviving Corporation and terms of any of its Affiliates) and without taking into account any reduction after the First Effective Time in compensation paid or benefits provided to such Company EmployeeLabor Agreement.

Employee Matters. (a) From and after Parent will cause the First Effective Time, the Surviving Company shallto, and to the extent within its control, Parent shall cause the Surviving Company towill, honor all Company Compensation and Benefit Plans in accordance with their terms as in effect immediately before the First Effective TimeTime and Parent will cause the Surviving Company to, and the Surviving Company will, honor all changes to the Company Compensation and Benefit Plans required by applicable Law. For a period Parent and the Surviving Company will, commencing at the Effective Time and extending through December 31 of one the calendar year following the Control Datecalendar year in which the Effective Time occurs, Parent shall provide, provide or shall cause to be provided, provided to each current the Active Affected Employees (other than employees covered by a collective bargaining agreement) compensation and employee of the Company and its Subsidiaries benefits (“Company Employees”) excluding (i) base compensation and cash and equity target incentive opportunities that, in each case, are no less favorable than were provided to the Company Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Employees who, as of immediately prior to the First Effective Time were eligible to receive Company equity compensation awards, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value payments or benefits made by reason of the Company Employee’s equity compensation opportunity immediately prior to Merger and the First Effective Timeother transactions contemplated by this Agreement, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), and (ii) employee benefits equity or equity based compensation and (iii) change in control or retention payments) that are no less favorable in the aggregate than the employee benefits provided to the Company Employee Active Affected Employees immediately before the First Effective TimeClosing Date; provided that in determining the timing, amount and terms and conditions of equity compensation and other incentive awards to be granted to the Active Affected Employees, Parent will, and will cause its Subsidiaries to, treat in a substantially similar manner Active Affected Employees and similarly situated other employees of Parent and its Subsidiaries (including by reason of job duties and years of service). Without limiting the generality of Notwithstanding the foregoing, except as provided in this Agreement, nothing contained in this Agreement obligates Parent, the Surviving Company or any affiliate of either to (Ai) maintain any particular Company Compensation and Benefit Plan or (ii) retain the employment of any Active Affected Employee. However, Parent shall will, or shall will cause the Second Surviving Corporation Company to provide to each Company Employee whose employment terminates during the one-year period participate in Parent’s severance plan following the Control Date under circumstances that would give rise to severance benefits under the Company Benefit Plans set forth on Section 5.7(a) of the Company Disclosure Schedules (the “Company Severance Plans”)Closing, severance benefits in accordance with the terms of the applicable Company Severance Plan in which such Company Employee is eligible to participate immediately prior plan, giving effect to the First Effective Time and (B) during such one-year period following the Control Date, severance benefits offered to each Company Employee shall be determined taking into account all Active Affected Employees service with the Company, Company and its Subsidiaries (and including, on and after affiliates. Parent shall continue to maintain such plan until at least December 31 of the First Effective Time, year following the Second Surviving Corporation and any of its Affiliates) and without taking into account any reduction after calendar year in which the First Effective Time in compensation paid or benefits provided to such Company Employeeoccurs.

Employee Matters. (a) From and after At the First Effective Time, Transocean and its Subsidiaries will continue the Company shallemployment of all of the employees who are employed by Transocean, and GlobalSantaFe or any of their Subsidiaries as of the day immediately prior to the extent within its control, Parent shall cause Effective Time (the Company to, honor all Company Benefit Plans in accordance with their terms as in effect “Affected Employees”) initially at the same salaries and wages of such employees immediately before prior to the First Effective Time. For a During the period of one year following from the Control DateEffective Time to and including December 31, Parent shall provide2008, or shall cause to be provided, to each current employee of the Company Transocean and its Subsidiaries (“Company Employees”) (i) base compensation and cash and equity target incentive opportunities thatshall provide each Affected Employee with an annual salary rate or hourly wage rate, in each caseas applicable, are that is no less favorable to such Affected Employee than were the salary rate or wage rate provided to the Company such Affected Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Employees who, as of immediately prior to the First Effective Time were eligible to receive Company equity compensation awards, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value of the Company Employee’s equity compensation opportunity immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), and (ii) shall provide Affected Employees who are so employed by GlobalSantaFe or its Subsidiaries as of the day immediately prior to the Effective Time, in the aggregate, with employee compensation and benefits that are no less favorable in the aggregate than the employee benefits those provided to the Company Employee immediately before the First Effective Time. Without limiting the generality of the foregoing, (A) Parent shall by GlobalSantaFe or shall cause the Second Surviving Corporation to provide to each Company Employee whose employment terminates during the one-year period following the Control Date under circumstances that would give rise to severance benefits under the Company Benefit Plans set forth on Section 5.7(a) of the Company Disclosure Schedules (the “Company Severance Plans”), severance benefits in accordance with the terms of the applicable Company Severance Plan in which such Company Employee is eligible to participate its Subsidiaries immediately prior to the First Effective Time and (B) during such one-year period following the Control Date, severance benefits offered to each Company Employee Time. Nothing in this Agreement shall be determined taking into account all service with the Company, considered a contract between Transocean and its Subsidiaries (and includingany Affected Employee or consideration for, on or inducement with respect to, any such employee’s continued employment and, without limitation, all such employees are and will continue to be considered to be employees at will pursuant to the applicable employment at will laws or doctrines, subject to any express written agreement to the contrary with such employee. From and after the First Effective Time, Transocean shall honor, and shall cause Transocean Offshore Deepwater Drilling Inc. (“TODDI”) to honor each severance agreement listed in Section 7.14(a) of the Second Surviving Corporation GlobalSantaFe Disclosure Letter and any to perform the obligations of its Affiliates) GlobalSantaFe thereunder and, prior to the Effective Time, Transocean shall, and without taking shall cause TODDI to, enter into account any reduction after a novation agreement in the First form of Exhibit 7.14 with respect thereto, which novation agreement shall become effective immediately prior to the Effective Time in compensation paid or benefits provided to such Company EmployeeTime.

Employee Matters. (a) From For purposes of vesting, eligibility to participate and accrual and level of benefits under the employee benefit plans of Parent and its Subsidiaries providing benefits to any Company Employees after the First Effective TimeTime (the “New Plans”), the each Company shall, and to the extent within its control, Parent Employee shall cause the Company to, honor all Company Benefit Plans in accordance be credited for his or her years of service with their terms as in effect immediately before the First Effective Time. For a period of one year following the Control Date, Parent shall provide, or shall cause to be provided, to each current employee of the Company and its Subsidiaries (“Company Employees”) (i) base compensation and cash and equity target incentive opportunities thattheir respective predecessors before the Effective Time, in each case, are no less favorable than were provided to the same extent as such Company Employee immediately was entitled, before the First Effective Time (it being understood that Time, to credit for such service under any similar Company employee benefit plan in lieu of equity compensation awards, Parent may provide which such Company Employees who, as of Employee participated or was eligible to participate immediately prior to the First Effective Time were eligible to receive Company equity compensation awards, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value of the Company Employee’s equity compensation opportunity immediately prior to the First Effective Time, provided, thathowever, except as set forth in this Section 5.7(a), such long-term incentive awards that the foregoing shall have the same terms and conditions as those applicable not apply to the equity awards granted by Parent extent that its application would result in a duplication of benefits or to its similarly situated employees)benefit accrual under a defined benefit pension plan. In addition, and (ii) employee benefits that are no less favorable in the aggregate than the employee benefits provided to the Company Employee immediately before the First Effective Time. Without without limiting the generality of the foregoing, (A) Parent shall or shall cause the Second Surviving Corporation to provide to each Company Employee whose employment terminates during to be immediately eligible to participate, without any waiting time, in any and all New Plans to the one-year period following the Control Date extent coverage under circumstances that would give rise such New Plan is comparable to severance benefits under the a Company Benefit Plans Plan set forth on Section 5.7(a3.10(a) of the Company Disclosure Schedules (the “Company Severance Plans”), severance benefits in accordance with the terms of the applicable Company Severance Plan Schedule in which such Company Employee is eligible participated immediately before the Effective Time (such plans, collectively, the “Old Plans”) and (B) for purposes of each New Plan providing medical, dental, pharmaceutical or vision benefits to participate 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 plans of Parent or its Subsidiaries in which such employee participated immediately prior to the First Effective Time and (B) during such one-year period following the Control Date, severance benefits offered to each Company Employee shall be determined taking into account all service with the Company, its Subsidiaries (and including, on and after the First Effective Time, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents during the Second Surviving Corporation and any portion of its Affiliates) and without taking 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 any reduction after the First Effective Time in compensation paid or benefits provided under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Company Employeeemployee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan.

Employee Matters. (a) From During the period commencing at the Effective Time and after ending on the First Effective Time, first anniversary of the Company shall, and to the extent within its control, Parent shall cause the Company to, honor all Company Benefit Plans in accordance with their terms as in effect immediately before the First Effective Time. For a period of one year following the Control Closing Date, Parent shall provide, or shall cause to be provided, to provide each current employee of the Company and its Subsidiaries who continues to be employed by Parent or its Subsidiaries immediately following the Effective Time (collectively, the “Company Continuing Employees”) with (i) a base salary or base wage rate, as applicable, that is no less favorable than the base salary or base wage rate, as applicable, provided by the Company or any such Subsidiary to such Continuing Employee immediately prior to the Effective Time, (ii) annual or short-term cash incentive compensation and cash and equity target incentive opportunities that, in each case, are no less favorable than were the annual or short-term cash incentive compensation target opportunities provided by Parent to similarly situated employees of Parent and its Subsidiaries, and (iii) other compensation and employee benefits that are substantially comparable in the aggregate to the other compensation and employee benefits provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that notwithstanding the foregoing clauses (ii) and (iii), until such time as the Continuing Employees commence participating in the Parent plans and programs, the foregoing obligations shall be deemed satisfied by the Continuing Employees’ continued participation in the Company Employee immediately before the First Effective Time (Benefits Plans, it being understood that in lieu of equity compensation awards, Parent may provide Company Employees who, as of immediately prior to the First Effective Time were eligible to receive Company equity compensation awards, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value of the Company Employee’s equity compensation opportunity immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), and (ii) employee benefits that are no less favorable participation in the aggregate than the employee benefits provided to the Company Employee immediately before the First Effective TimeParent plans and programs may commence at different times. Without limiting the generality of the foregoingimmediately preceding sentence and unless otherwise addressed in an employment agreement entered into with Parent or Parent Bank or an existing employment, (A) change in control or severance agreement with Company or Company Bank, Parent shall shall, or shall cause the Second Surviving Corporation to one of its Subsidiaries to, provide to each Company Continuing Employee whose employment terminates during the one12-year month period following the Control Closing Date under circumstances that would give rise to with the severance benefits under the Company Benefit Plans set forth on in Section 5.7(a6.6(a) of the Company Parent Disclosure Schedules Schedule in each case, determined (the “Company Severance Plans”), severance benefits in accordance with the terms of the applicable Company Severance Plan in which such Company Employee is eligible to participate immediately prior to the First Effective Time and (BA) during such one-year period following the Control Date, severance benefits offered to each Company Employee shall be determined taking into account all service with the Company, its Subsidiaries (and including, on and after the First Effective Time, the Second Surviving Corporation and any of its Affiliates) and without taking into account any reduction after the First Effective Time Closing in compensation paid or benefits provided to such Continuing Employee and (B) taking into account each Continuing Employee’s service with the Company Employeeand its Subsidiaries (and any predecessor entities) and, after the Closing, Purchaser and its Subsidiaries.

Employee Matters. (a) From and after the First Effective TimeClosing Date through December 31, 2021 (the “Benefits Continuation Period”), the Company shallSurviving Corporation shall provide, and to the extent within its control, Parent shall cause the Company to, honor all Company Benefit Plans in accordance with their terms as in effect immediately before the First Effective Time. For a period of one year following the Control Date, Parent shall Surviving Corporation to provide, or shall cause to be provided, to each current employee of the individuals who are employed by the Company and its Subsidiaries immediately prior to the Effective Time and to the extent they continue as employees of the Surviving Corporation, Parent or any of Parent’s Subsidiaries (including Subsidiaries of the Surviving Corporation) during all or a portion of the Benefits Continuation Period (the “Company Affected Employees”) (i) base compensation and cash and equity target incentive opportunities that, in each case, salaries or base wage rates that are no less favorable than were the base salary or wage rate provided to such Affected Employee by the Company Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Employees who, as of and its Subsidiaries immediately prior to the First Effective Time were eligible to receive Company equity Time; (ii) target cash bonus and other annual cash incentive compensation awards, long-term incentive awards opportunities that are settled in no less favorable than the target cash in an amount sufficient bonus and other annual cash incentive compensation opportunities provided to replace the grant date value of such Affected Employee by the Company Employee’s equity compensation opportunity and its Subsidiaries immediately prior to the First Effective Time; (iii) to the extent applicable, provided, a target annual equity incentive opportunity that is no less favorable than the target annual equity incentive opportunity that was provided to such Affected Employee by the Company and its Subsidiaries immediately prior to the Effective Time; provided that, except as set forth in this Section 5.7(a)for the avoidance of doubt, such longequity or equity-term incentive awards shall have the same terms and conditions as those applicable based benefits will be provided to the Affected Employee in the form of equity awards granted by or equity-based benefits under the Parent to its similarly situated employees), Stock Plans; and (iiiv) employee benefits that are no less favorable substantially comparable in the aggregate than to the employee benefits (including health and welfare benefits, severance, vacation and paid time-off and charity support) provided to such Affected Employee by the Company Employee and its Subsidiaries immediately before prior to the First Effective Time. Without limiting the generality date of this Agreement; provided that, for purposes of each of the foregoing, (A) Parent defined benefit pension plan benefits, retiree medical benefits and retention or change in control payments or awards shall or shall cause the Second Surviving Corporation to provide to each Company Employee whose employment terminates during the one-year period following the Control Date under circumstances that would give rise to severance benefits under the Company Benefit Plans set forth on Section 5.7(a) of the Company Disclosure Schedules (the “Company Severance Plans”), severance benefits in accordance with the terms of the applicable Company Severance Plan in which such Company Employee is eligible to participate immediately prior to the First Effective Time and (B) during such one-year period following the Control Date, severance benefits offered to each Company Employee shall not be determined taking taken into account all service with the Company, its Subsidiaries (and including, on and after the First Effective Time, the Second Surviving Corporation and any of its Affiliates) and without taking into account any reduction after the First Effective Time in compensation paid or benefits provided to such Company Employeeaccount.

Employee Matters. (a) From the Closing Date and after for a period of no less than 12 months thereafter (the First Effective Time“Continuation Period”), the Company shall, and to the extent within its control, Parent Alignvest shall cause the Company to, honor all Company Benefit Plans in accordance with their terms as in effect immediately before the First Effective Time. For a period of one year following the Control Date, Parent shall provide, or shall cause Sagicor Group to be provided, provide to each current employee of the Company and its Subsidiaries Sagicor Group as of the Closing Date (each such an employee, a “Company EmployeesCovered Employee”) ), for so long as such Covered Employee continues to be employed during such period by the Sagicor Group, with (i) except as otherwise agreed in writing by a Covered Employee pursuant to an Employment Agreement, a base salary or base wage rate, cash incentive compensation opportunities and cash and equity target long-term incentive opportunities thatcompensation opportunities, in each case, that are no less favorable than were the base salary or base wage rate, cash incentive compensation opportunities and long-term incentive compensation opportunities provided to the Company such Covered Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Employees who, as of immediately prior to the First Effective Time were eligible Closing Date and (ii) other compensation and employee benefits that are, in the aggregate, no less favorable than those provided to receive Company equity compensation awards, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value of the Company Employee’s equity compensation opportunity such Covered Employee immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), and (ii) employee benefits that are no less favorable in the aggregate than the employee benefits provided to the Company Employee immediately before the First Effective TimeClosing Date. Without limiting the generality of the foregoingimmediately preceding sentence, (A) Parent shall or except as otherwise agreed in writing by a Covered Employee pursuant to an Employment Agreement, Alignvest shall cause the Second Surviving Corporation Sagicor Group to provide to each Company Covered Employee whose employment terminates is terminated during the one-year period following the Control Date under circumstances that would give rise to Continuation Period with severance benefits under equal to the Company Benefit Plans set forth on Section 5.7(a) of the Company Disclosure Schedules (the “Company Severance Plans”), severance benefits in accordance with the terms of the applicable Company Severance Plan in for which such Company Covered Employee is was eligible to participate immediately prior to the First Effective Time and under the applicable Sagicor Benefit Plan, determined (BA) during such one-year period following the Control Date, severance benefits offered to each Company Employee shall be determined taking into account all service with the Company, its Subsidiaries (and including, on and after the First Effective Time, the Second Surviving Corporation and any of its Affiliates) and without taking into account any reduction after the First Effective Time in compensation paid or benefits provided to such Company Covered Employee and (B) taking into account each Covered Employee’s service with the Sagicor Group (and any predecessor entities) and, after the Effective Time, Alignvest and its Affiliates.

Employee Matters. (a) From Old National, as the Surviving Corporation, shall provide the employees of First Midwest and after its Subsidiaries as of the First Effective Time (the “Continuing Employees”), during the period commencing at the Effective Time and ending on the later of the first anniversary of the Effective Time or December 31, 2022 (the “Continuation Period”), for so long as they are employed following the Effective Time, with the Company shall, and to the extent within its control, Parent shall cause the Company to, honor all Company Benefit Plans in accordance with their terms as in effect immediately before the First Effective Time. For a period of one year following the Control Date, Parent shall provide, or shall cause to be provided, to each current employee of the Company and its Subsidiaries (“Company Employees”) following: (i) annual base compensation and cash and equity salary or wages, as applicable, that are no less than the annual base salary or wages in effect for each such Continuing Employee immediately prior to the Effective Time; (ii) target incentive opportunities that, in each case, (both cash and equity) that are no less favorable than were those provided by First Midwest and its Subsidiaries to each such Continuing Employee immediately prior to the Effective Time; (iii) all employee statutory entitlements; and (iv) 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 Old National and its Subsidiaries; provided, that, with respect to clause (iv), (x) if the Company Employee immediately before Effective Time occurs prior to December 31, 2021, the Surviving Corporation shall continue the health and welfare benefit plans of First Midwest, and the Continuing Employees may continue to participate in such plans, through December 31, 2021, and (y) until such time as Old National fully integrates the Continuing Employees into its plans, participation in the First Effective Time Midwest Benefit Plans (other than severance) shall be deemed to satisfy the foregoing standards, it being understood that the Continuing Employees may commence participating in lieu the plans of equity compensation awards, Parent may provide Company Employees who, as of immediately prior to Old National and its Subsidiaries on different dates following the First Effective Time were eligible with respect to receive Company equity compensation awardsdifferent plans. During the Continuation Period, long-term incentive awards that are settled in cash in each Continuing Employee who is not party to an amount sufficient to replace the grant date value of the Company Employee’s equity compensation opportunity immediately prior to the First Effective Time, provided, that, except individual agreement providing for severance or termination benefits and is terminated under severance qualifying circumstances shall be provided severance benefits as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), and (ii) employee benefits that are no less favorable in the aggregate than the employee benefits provided to the Company Employee immediately before the First Effective Time. Without limiting the generality of the foregoing, (A) Parent shall or shall cause the Second Surviving Corporation to provide to each Company Employee whose employment terminates during the one-year period following the Control Date under circumstances that would give rise to severance benefits under the Company Benefit Plans set forth on Section 5.7(a6.6(a) of the Company First Midwest Disclosure Schedules (the “Company Severance Plans”), severance benefits in accordance with the terms of the applicable Company Severance Plan in which such Company Employee is eligible to participate immediately prior to the First Effective Time and (B) during such one-year period following the Control Date, severance benefits offered to each Company Employee shall be determined taking into account all service with the Company, its Subsidiaries (and including, on and after the First Effective Time, the Second Surviving Corporation and any of its Affiliates) and without taking into account any reduction after the First Effective Time in compensation paid or benefits provided to such Company EmployeeSchedule.

Employee Matters. (a) From During the period commencing at the Effective Time and after ending on the First two (2) year anniversary of the Effective TimeTime (or, if earlier, on the date of termination of employment of the relevant Company shall, and to Employee (as defined below)) (the extent within its control“Continuation Period”), Parent shall cause the Surviving Corporation or its applicable Subsidiary to provide each individual who is employed by the Company to, honor all or a Company Benefit Plans Subsidiary immediately prior to the Effective Time and who remains in accordance with their terms as in effect the employ of the Surviving Corporation or any of its Subsidiaries immediately before the First Effective Time. For a period of one year following the Control DateEffective Time (each, Parent shall provide, or shall cause to be provided, to each current employee of the Company and its Subsidiaries (a “Company EmployeesEmployee”) who is not a Represented Employee (as defined in Section 6.10(c)) with (i) the same or better employment position in the same location as held by the Company Employee immediately prior to the Effective Time, unless either (1) such Company Employee consents to such position or location change or (2) such location change is pursuant to a plan put in place by the Company or a Company Subsidiary prior to the Effective Time, (ii) a base compensation and cash and equity target incentive opportunities that, in each case, are salary or wage rate that is no less favorable than were that provided to the Company Employee immediately before prior to the First Effective Time, (iii) aggregate annual and long-term incentive compensation target opportunities that are no less favorable than those provided to the Company Employee immediately prior to the Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Employees who, as of immediately prior to the First Effective Time were eligible to receive Company equity compensation awards, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value of the Company Employee’s equity compensation opportunity immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), any such long-term incentive compensation opportunities may be in the form of cash or private company incentive awards, including one-time awards shall intended to have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), at least equivalent value) and (iiiv) employee benefits that are no less favorable in the aggregate than the employee benefits those provided to the Company Employee immediately before prior to the First Effective Time. Without limiting During the generality of the foregoingContinuation Period, (A) Parent shall or also shall cause the Second Surviving Corporation to or its applicable Subsidiary to, (i) maintain post-retirement welfare arrangements that are no less favorable than those post-retirement welfare arrangements in place for the Company’s current or former employees as of the Effective Time and (ii) provide to each Company Employee whose who experiences a termination of employment terminates during with the one-year period following the Control Date under circumstances that would give rise to Surviving Corporation (other than for “cause”) severance benefits under that are no less favorable than those provided pursuant to the Company Benefit Plans severance guidelines set forth on in Section 5.7(a6.10(a) of the Company Disclosure Schedules (the “Company Severance Plans”), severance benefits in accordance with the terms of the applicable Company Severance Plan in which such Company Employee is eligible to participate immediately prior to the First Effective Time and (B) during such one-year period following the Control Date, severance benefits offered to each Company Employee shall be determined taking into account all service with the Company, its Subsidiaries (and including, on and after the First Effective Time, the Second Surviving Corporation and any of its Affiliates) and without taking into account any reduction after the First Effective Time in compensation paid or benefits provided to such Company EmployeeLetter.

Employee Matters. (a) From and after At the First Effective Time, Parent and its Subsidiaries will continue the employment of all of the employees who are employed by the Company shall, and or any of its Subsidiaries as of the day immediately prior to the extent within its control, Parent shall cause Effective Time (the Company to, honor all Company Benefit Plans in accordance with their terms as in effect “Affected Employees”) initially at the same salaries and wages of such employees immediately before prior to the First Effective Time. For a During the period of from the Effective Time to and including the one year following anniversary of the Control Closing Date, Parent shall provide, or shall cause to be provided, to each current employee of the Company and its Subsidiaries (“Company Employees”) (i) base compensation and cash and equity target incentive opportunities thatshall provide each Affected Employee with an annual salary rate or hourly wage rate, in each caseas applicable, are that is no less favorable to such Affected Employee than were the salary rate or wage rate provided to the Company such Affected Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Employees who, as of immediately prior to the First Effective Time were eligible to receive Company equity compensation awards, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value of the Company Employee’s equity compensation opportunity immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), and (ii) shall provide Affected Employees who are so employed by the Company or its Subsidiaries as of the day immediately prior to the Effective Time, in the aggregate, with employee compensation and benefits (excluding equity compensation and long-term incentives) that are no less favorable in the aggregate than those provided by the employee Company or its Subsidiaries immediately prior to the Effective Time; provided, however, that Parent may transition Affected Employees to Parent’s bonus and incentive compensation plans at any time in Parent’s discretion and, following the end of the fiscal year or benefit plan year, as applicable, in which the Closing Date occurs, Parent may transition Affected Employees to other compensation and benefit plans providing compensation and benefits that are substantially comparable in the aggregate to those provided to Parent’s other similarly situated employees. Nothing in this Agreement shall be considered a contract between Parent and its Subsidiaries and any Affected Employee or consideration for, or inducement with respect to, any such employee’s continued employment and, without limitation, all such employees are and will continue to be considered to be employees at will pursuant to the applicable employment at will laws or doctrines, subject to any express written agreement to the contrary with such employee. From and after the Effective Time, Parent shall honor, and shall cause its Subsidiaries to honor, each change in control or severance agreement between the Company Employee immediately before and its Subsidiaries and any employee thereof and to perform the First Effective Time. Without limiting the generality of the foregoing, (A) Parent shall or shall cause the Second Surviving Corporation to provide to each Company Employee whose employment terminates during the one-year period following the Control Date under circumstances that would give rise to severance benefits under the Company Benefit Plans set forth on Section 5.7(a) obligations of the Company Disclosure Schedules (the “Company Severance Plans”)thereunder, severance and Parent shall provide, or cause its Subsidiaries to provide, relocation benefits in accordance with Company policy as in effect on the terms date of this Agreement to any Affected Employee who becomes entitled to severance benefits following the applicable Company Severance Plan in which such Company Employee is eligible to participate immediately prior to the First Effective Time and (B) during such one-year period following the Control Date, severance benefits offered pursuant to each any Company Employee shall be determined taking into account all service with the Company, its Subsidiaries (and including, on and after the First Effective Time, the Second Surviving Corporation and any of its Affiliates) and without taking into account any reduction after the First Effective Time in compensation paid or benefits provided to such Company EmployeeBenefit Plan.

Employee Matters. (a) From and after Acquiror hereby agrees that, for a period of at least twelve (12) months following the First Effective TimeTime (or, if earlier, the Company date of termination of the applicable Continuing Employee), it shall, and to the extent within its control, Parent or it shall cause the Company Surviving Corporation to, honor all Company Benefit Plans in accordance with their terms as in effect immediately before the First Effective Time. For a period of one year following the Control Date, Parent shall provide, or shall cause to be provided, to (i) provide each current employee of the Company and or any of its Subsidiaries who continues as of the Effective Time to be employed by Acquiror, the Surviving Corporation or any Subsidiary of Acquiror (each, a “Company EmployeesContinuing Employee”) with (ix) at least the same level of base compensation and cash and equity target incentive opportunities thatsalary or hourly wage rate, in each caseas the case may be, are no less favorable than were that was provided to the Company such Continuing Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Employees who, as of immediately prior to the First Effective Time were eligible Time, and (y) if applicable, an annual target cash bonus amount that is no less than the annual target cash bonus amount in effect with respect to receive Company equity compensation awards, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value of the Company Employee’s equity compensation opportunity such Continuing Employee immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), and (ii) provide the Continuing Employee with other employee benefits that are no less favorable substantially comparable, in the aggregate than the employee benefits aggregate, to those provided to the Company such Continuing Employee immediately before prior to the First Effective Time (excluding equity and equity-based compensation). In addition, for a period of at least twelve (12) months following the Effective Time. Without limiting the generality of the foregoing, (A) Parent shall Acquiror shall, or shall cause the Second Surviving Corporation to to, provide to each Company Employee Continuing Employees whose employment terminates during is terminated by Acquiror or the one-year period following the Control Date under circumstances that would give rise to severance benefits under the Company Benefit Plans set forth on Section 5.7(aSurviving Corporation (or any of their Subsidiaries or Affiliates) of the Company Disclosure Schedules (the “Company Severance Plans”), with severance benefits in accordance with such employee’s individual employment agreement or severance agreement or, in the terms absence of any such agreement, in accordance with the severance policy of the applicable Company Severance Plan in which such Company Employee is eligible to participate effect immediately prior to the First Effective Time and (Bset forth on Section 6.06(a) during such one-year period following of the Control DateDisclosure Letter. In addition, severance benefits offered to each Company Employee Acquiror hereby agrees that it shall, or shall be determined taking into account all service with cause the Company, its Subsidiaries (and including, on and after the First Effective Time, the Second Surviving Corporation to, expressly, absolutely and any unconditionally assume and agree to perform each Executive Retention and Severance Agreement, as amended, which is listed on Section 4.09(a) of its Affiliates) the Disclosure Letter and without taking into account any reduction after in effect immediately prior to the First Effective Time in compensation paid or benefits provided to such Company EmployeeClosing Date.

Employee Matters. (a) From the Effective Time and after the First Effective Time, the Company shall, and to the extent within its control, Parent shall cause the Company to, honor all Company Benefit Plans in accordance with their terms as in effect immediately before the First Effective Time. For for a period of one year following no less than 12 months thereafter (the Control Date“Continuation Period”), Parent Nikola shall provide, provide or shall cause to be provided, provided to each current employee of Romeo and each Romeo Subsidiary as of the Company and its Subsidiaries Effective Time (each such an employee, a “Company EmployeesCovered Employee”) ), for so long as such Covered Employee continues to be employed during such period by Romeo or a Romeo Subsidiary, with (i) a base compensation salary or base wage rate and cash and equity target incentive opportunities thatcompensation opportunities, in each case, that are no less favorable than were the lesser of the base salary or base wage rate and cash incentive compensation opportunities provided to the Company such Covered Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Employees who, as of immediately prior to the First Effective Time were eligible and those provided to receive Company equity compensation awards, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value of the Company Employee’s equity compensation opportunity immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), employees of Nikola; and (ii) employee benefits (excluding bonus compensation, equity compensation, long-term incentives or pension plan benefits) that are are, in the aggregate, no less favorable in the aggregate than the employee benefits lesser of those provided to the Company such Covered Employee immediately before prior to the First Effective TimeTime and those provided to similarly situated employees of Nikola, including the recognition of all service of such Covered Employee for purposes of all employee benefits. Without limiting the generality immediately preceding sentence, Nikola shall provide or cause to be provided to each Covered Employee who is an “eligible executive” under Romeo’s Executive Severance and Change in Control Plan as of the foregoingdate of this Agreement, (A) Parent shall or shall cause the Second Surviving Corporation to provide to each Company Employee whose employment terminates during the one-year period following the Control Date under circumstances that would give rise to severance benefits under the Company Benefit Plans such “eligible executives” set forth on Section 5.7(a6.4(d) of the Company Romeo Disclosure Schedules (Schedule, and whose employment is terminated during the “Company Severance Plans”), Continuation Period with severance benefits in accordance with equal to the terms of the applicable Company Severance Plan in severance benefits for which such Company Covered Employee is was eligible to participate immediately prior to the First Effective Time Closing under the applicable written Romeo Employee Plan terms of Romeo’s Executive Severance and Change in Control Plan determined (BA) during such one-year period following the Control Date, severance benefits offered to each Company Employee shall be determined taking into account all service with the Company, its Subsidiaries (and including, on and after the First Effective Time, the Second Surviving Corporation and any of its Affiliates) and without taking into account any reduction after the First Effective Time Closing in compensation paid or benefits provided to such Company Covered Employee, (B) taking into account each Covered Employee’s service with Romeo and the Romeo Subsidiaries (and any predecessor entities) and, after the Effective Time, Nikola and its Affiliates and (C) without taking into account any equity awards granted by Nikola and its Affiliates to such Covered Employees after the Closing.

Employee Matters. (a) From During the period beginning on the Closing Date and ending on the date that is 12 months after the First Effective Time, the Company shall, and to the extent within its control, Parent shall cause the Company to, honor all Company Benefit Plans in accordance with their terms as in effect immediately before the First Effective Time. For a period of one year following the Control Closing Date, Parent shall provideshall, or shall cause to be providedone of its Subsidiaries or Affiliates (including, to the Company, the Surviving Corporation and their respective Subsidiaries) to, provide each current employee of Employee who is employed by the Company and its Subsidiaries or any Company Subsidiary on the Closing Date (each, a “Company EmployeesEmployee”) to the extent that the Company Employee remains employed by the Surviving Corporation, Parent or any of their respective Subsidiaries or Affiliates with (i) a base compensation and cash and equity target incentive opportunities thatsalary or hourly wage rate, in each caseas applicable, are no less favorable than were that is at least equal to the base salary or hourly wage rate provided to the such Company Employee immediately before prior to the First Effective Time Closing Date; (ii) incentive compensation opportunities (including bonus, commission and other incentive compensation opportunities) that are at least equal to the incentive compensation opportunities in effect for such Company Employee immediately prior to the Closing Date (it being understood that Parent will make, or cause one of its Subsidiaries or Affiliates (including the Company, the Surviving Corporation and their respective Subsidiaries) to make, the applicable payment in lieu respect of equity such incentive compensation awards, Parent may provide opportunities that are earned or accrued in the 12-month period after the Closing Date at the time(s) they would be payable in the ordinary course even if such payment date is after the conclusion of such 12-month period); and (iii) employee benefits that are (x) not less favorable than the employee benefits provided to such Company Employees who, as of Employee under the Company Benefit Plans immediately prior to the First Effective Time were eligible Closing Date (or, if a Company 401(k) Plan is terminated, then with respect to receive Company equity compensation awardssuch plan, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value of the Company Employee’s equity compensation opportunity immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have its termination) or (y) on the same terms and conditions as those applicable offered to the equity awards granted by Parent to its similarly situated employees), and employees of Parent (ii) employee benefits that are no less favorable in the aggregate than the employee benefits provided to the Company Employee immediately before the First Effective Time. Without limiting the generality of the foregoing, (A) Parent shall or shall cause the Second Surviving Corporation to provide to each Company Employee whose employment terminates during the one-year period following the Control Date under circumstances that would give rise to severance benefits under the Company Benefit Plans set forth on Section 5.7(a) of the Company Disclosure Schedules (the “Company Severance Plans”), severance benefits in accordance with the terms of the applicable Company Severance Plan in which such Company Employee is eligible to participate immediately prior to the First Effective Time and (B) during such one-year period following the Control Date, severance benefits offered to each Company Employee shall be determined taking into account all service with the Company, its Subsidiaries (and including, on and after the First Effective Time, the Second Surviving Corporation and any of its or Affiliates) and without taking into account any reduction after the First Effective Time in compensation paid or benefits provided to such Company Employee).

Employee Matters. (a) From Unless otherwise mutually agreed by PACW and after BANC prior to the First Effective Time, BANC, as the Company shallSurviving Corporation, shall provide the employees of PACW and to the extent within its control, Parent shall cause the Company to, honor all Company Benefit Plans in accordance with their terms Subsidiaries as in effect immediately before the First Effective Time. For a period of one year following the Control Date, Parent shall provide, or shall cause to be provided, to each current employee of the Company Effective Time who continue to remain employed with the Surviving Corporation and its Subsidiaries (the “Company Continuing Employees”) ), immediately after the Effective Time, with the following: (i) annual base compensation and salary or wages, as applicable, target cash and equity target incentive opportunities that, and target long term incentive opportunities (excluding in each casecase any retention, sign-on or special one-time awards) that are either (1) no less favorable in the aggregate than were those provided to similarly situated employees of the Company Surviving Corporation and its Subsidiaries, or (2) provided in accordance with any employment agreement, offer letter or other compensation arrangement to which any Continuing Employee immediately before the First Effective Time (it being understood that is a party or participant in lieu of equity compensation awards, Parent may provide Company Employees who, as of immediately prior to the First Effective Time were eligible to receive Company equity compensation awards, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value of the Company Employee’s equity compensation opportunity immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), ; and (ii) employee benefits that are no less favorable in the aggregate than the employee benefits those provided to such Continuing Employees immediately prior to the Company Employee immediately before the First Effective Time. Without limiting ; provided that, with respect to clause (ii), if the generality Continuing Employees and employees of BANC and its Subsidiaries are integrated into Benefit Plans of the foregoingSurviving Corporation and its Subsidiaries, which may be done on a plan by plan basis, or if the Surviving Corporation and its Subsidiaries modify any existing plans or adopt new benefit plans with respect to the Continuing Employees and employees of BANC and its Subsidiaries (which plans will, among other things, (A) Parent shall or shall cause 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 PACW Benefit Plans, on the Second Surviving Corporation to provide to each Company Employee whose employment terminates during the one-year period following the Control Date under circumstances that would give rise to severance benefits under the Company one hand, and those covered by BANC Benefit Plans set forth on Section 5.7(athe other, at the Effective Time) of the Company Disclosure Schedules (the “Company Severance New Benefit Plans”), severance benefits participation in accordance with such plans shall be deemed to satisfy the terms of foregoing standards, it being understood that the applicable Company Severance Plan Continuing Employees may commence participating in which such Company Employee is eligible to participate immediately prior to the First PACW Benefit Plans, the BANC Benefit Plans or the New Benefit Plans on different dates following the Effective Time and (B) during such one-year period following the Control Date, severance benefits offered with respect to each Company Employee shall be determined taking into account all service with the Company, its Subsidiaries (and including, on and after the First Effective Time, the Second Surviving Corporation and any of its Affiliates) and without taking into account any reduction after the First Effective Time in compensation paid or benefits provided to such Company Employeedifferent plans.

Employee Matters. (a) From Except for any withdrawal liability, as described in Section 8.1(j), Seller shall retain all liabilities and after obligations in connection with or relating to employees employed by Seller or any agents, contractors or managers of Seller at the First Effective TimeProject, the Company shall, including liabilities and to the extent within its control, Parent shall cause the Company to, honor all Company Benefit Plans obligations in accordance connection with their terms as in effect immediately before the First Effective Time. For a period of one year following the Control Date, Parent shall provide, or shall cause to be provided, to each current employee of the Company and its Subsidiaries (“Company Employees”) (i) base compensation accrued vacation, (ii) health insurance contributions for employees who are on a leave of absence or on COBRA coverage at the time of Closing, and cash and equity target incentive opportunities that, (iii) the Collective Bargaining Agreements set forth on Exhibit 7.2(t) in each case, are no less favorable than were provided with respect to the Company Employee immediately period before the First Effective Time (it being understood that Closing Date. Buyer shall assume or cause its agents, managers and/or contractors to assume all Seller’s liabilities and obligations in lieu of equity compensation awards, Parent may provide Company Employees who, as of immediately prior connection with or relating to the First Effective Time were eligible to receive Company equity compensation awards, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value of the Company Employee’s equity compensation opportunity immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), and (ii) employee benefits that are no less favorable in the aggregate than the employee benefits provided to the Company Employee immediately before the First Effective Time. Without limiting the generality of the foregoing, (A) Parent shall or shall cause the Second Surviving Corporation to provide to each Company Employee whose employment terminates during the one-year period following the Control Date under circumstances that would give rise to severance benefits under the Company Benefit Plans Collective Bargaining Agreements set forth on Section 5.7(aExhibit 7.2(t) of and any successor collective bargaining agreements that are negotiated before the Company Disclosure Schedules (Closing or become effective in the “Company Severance Plans”)2011 calendar year, severance benefits in accordance including compliance with the terms of thereof and with the applicable Company Severance Plan in which such Company Employee is eligible to participate immediately prior compensation, health, welfare and other benefits specified therein with respect to the First Effective Time and (B) during such one-year employees covered thereby in each case with respect to the period following the Control Date, severance benefits offered to each Company Employee shall be determined taking into account all service with the Company, its Subsidiaries (and including, on from and after the First Effective TimeClosing Date. Seller shall indemnify, protect, defend and hold Buyer harmless from and against any and all obligations, liabilities, claims, losses, damages, costs or expenses, including reasonable attorney’s fees, incurred by Buyer arising out of Seller’s failure to comply with the Second Surviving Corporation provisions of this Section 8.1(i). Buyer shall indemnify, protect, defend and hold Seller harmless from and against any and all obligations, liabilities, claims, losses, damages, costs or expenses, including reasonable attorney’s fees, incurred by Seller arising out of Buyer’s failure to comply with the provisions of this Section 8.1(i). Buyer shall have no liability for any “COBRA” continuation with respect to qualifying events occurring before Closing regarding employees (and their beneficiaries) of Seller and its Affiliatesaffiliates and Seller’s agents, managers and/or contractors. The provisions of this Section 8.1(i) and without taking into account any reduction after the First Effective Time in compensation paid or benefits provided to such Company Employeeshall survive Closing.

Employee Matters. (a) From Xxxxxxx, as the Surviving Corporation, shall provide the employees of Sterling and after its Subsidiaries as of the First 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, with the Company shall, and to the extent within its control, Parent shall cause the Company to, honor all Company Benefit Plans in accordance with their terms as in effect immediately before the First Effective Time. For a period of one year following the Control Date, Parent shall provide, or shall cause to be provided, to each current employee of the Company and its Subsidiaries (“Company Employees”) following: (i) annual base compensation and salary or wages, as applicable, that are no less than the annual base salary or wages in effect for each such Continuing Employee immediately prior to the Effective Time; (ii) target cash and equity target incentive opportunities that, in each case, that are no less favorable than were those provided to similarly situated employees of Xxxxxxx and its Subsidiaries; provided, that, if the Company 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 before prior to the First Effective Time 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 Xxxxxxx and its Subsidiaries; provided, that, with respect to clause (iii), until such time as Xxxxxxx 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 the Continuing Employees may commence participating in lieu the plans of equity compensation awards, Parent may provide Company Employees who, as of immediately prior to Xxxxxxx and its Subsidiaries on different dates following the First Effective Time were eligible with respect to receive Company equity compensation awardsdifferent plans. During the Continuation Period, long-term incentive awards that are settled in cash in each Continuing Employee who is not party to an amount sufficient to replace the grant date value of the Company Employee’s equity compensation opportunity immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards individual agreement providing for severance or termination benefits and is terminated under severance qualifying circumstances shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), and (ii) employee benefits that are no less favorable in the aggregate than the employee benefits be provided to the Company Employee immediately before the First Effective Time. Without limiting the generality of the foregoing, (A) Parent shall or shall cause the Second Surviving Corporation to provide to each Company Employee whose employment terminates during the one-year period following the Control Date under circumstances that would give rise to severance benefits under the Company applicable Sterling Benefit Plans Plan set forth on in Section 5.7(a6.6(a) of the Company Sterling Disclosure Schedules (the “Company Severance Plans”)Schedule, severance benefits in accordance with the terms of the applicable Company Severance Plan in which subject to such Company Employee is eligible to participate immediately prior to the First Effective Time and (B) during such one-year period following the Control Date, severance benefits offered to each Company Employee shall be determined taking into account all service with the Company, its Subsidiaries employee’s execution (and including, on and after the First Effective Time, the Second Surviving Corporation and any non-revocation) of its Affiliates) and without taking into account any reduction after the First Effective Time in compensation paid or benefits provided to such Company Employeea release of claims.

Employee Matters. (a) From and after the First Effective Time, Parent and the Company shall, and to the extent within its control, Parent shall cause the Company to, Surviving Corporation will honor all Company Benefit Plans and compensation arrangement and agreements, including those set forth in the Company Disclosure Letter, in accordance with their terms as in effect immediately before the First Effective TimeTime or as required by applicable Law to the extent necessary to avoid adverse consequences to the employment of any non-U.S. employee. For a period of one year following From and after the Control DateEffective Time and until December 31, 2017, Parent shall will provide, or shall will cause to be provided, to each current employee of the Company and its Subsidiaries who remains employed following the Closing (each, a “Continuing Employee”) and whose terms and conditions of employment were not, and do not become, subject to a collective bargaining agreement (the “Company Non-Union Employees”) (i) base compensation and cash and equity target incentive opportunities thatbenefits (excluding equity-based compensation) that are no less favorable, in the aggregate, than the compensation and benefits provided to each casesuch Company Non-Union Employee immediately before the Effective Time, are except that each such Company Non-Union Employee’s annual base salary or wage rate will be no less favorable than were that provided to the Company Employee immediately before the First Effective Time (it being understood that in lieu Time. From and after the Effective Time, for purposes of equity compensation awardsequity-based compensation, Parent may provide will treat each Company Employees whoNon-Union Employee, as of immediately prior to the First Effective Time were eligible to receive Company equity compensation awards, long-term incentive awards that are settled other than those listed in cash in an amount sufficient to replace the grant date value Section 6.9(a) of the Company Employee’s equity compensation opportunity immediately prior Disclosure Letter solely with respect to grants made in 2017, in a manner consistent with its treatment of similarly situated employees of Parent and its Subsidiaries under the First Parent Stock Plans. From and after the Effective Time and until December 31, 2017, Parent will provide, or will cause to be provided, to each Company Non-Union Employee employed by the Company or its Subsidiaries as of the Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), and (ii) employee severance benefits that are no less favorable in the aggregate than the employee benefits those provided to the each such Company Non-Union Employee immediately before the First Effective Time. Without limiting the generality of the foregoing, (A) Parent shall or shall cause the Second Surviving Corporation to provide As to each Company Continuing Employee whose terms and conditions of employment terminates during the one-year period following the Control Date under circumstances that would give rise were subject to severance benefits under the Company Benefit Plans set forth on Section 5.7(a) of the Company Disclosure Schedules a collective bargaining agreement (the “Company Severance PlansUnion Employees”), severance benefits in accordance Parent will cause the Surviving Corporation to comply with the terms and conditions of the each applicable Company Severance Plan collective bargaining agreement, in which such Company Employee is eligible to participate immediately prior to the First Effective Time and (B) during such one-year period following the Control Date, severance benefits offered to each Company Employee shall be determined taking into account all service a manner consistent with the Company, its Subsidiaries (and including, on and after the First Effective Time, the Second Surviving Corporation and any of its Affiliates) and without taking into account any reduction after the First Effective Time in compensation paid or benefits provided to such Company Employeeapplicable Law.

Employee Matters. (a) From and after the First Effective TimeTime through December 31, 2009, the employees of Wisconsin and the Wisconsin Subsidiaries who are employed by Georgia, the Surviving Company shallor any of their Affiliates as of the Effective Time and who remain employed with Georgia, the Surviving Company or any of their Affiliates thereafter (the “Assumed Employees”) will be offered compensation and employee benefits that are substantially comparable in the aggregate to the extent within its controlcompensation and employee benefits provided to such employees immediately prior to the Effective Time (excluding equity-based compensation (including benefits under an employee stock purchase plan) and subject to Section 6.6(e), Parent shall cause benefits under a tax qualified retirement plan and 401(k) plan); provided that: (i) continued participation and coverage following the Company to, honor all Company Effective Time under the Wisconsin Benefit Plans in accordance with their terms as in effect immediately before prior to the First Effective Time shall be deemed to satisfy the obligations under this sentence, it being understood that the Assumed Employees may commence participating in the comparable Georgia benefit plans on different dates following the Effective Time with respect to different comparable Georgia benefit plans; (ii) the foregoing shall not apply to Assumed Employees who have entered into or will enter into an individual employment agreement with Georgia or any Georgia Subsidiary; (iii) from the Effective Time through the first anniversary of the Effective Time. For a period of one year , Georgia shall, and shall cause the Georgia Subsidiaries (including Wisconsin and the Wisconsin Subsidiaries following the Control DateEffective Time) to, Parent shall provide, or shall cause to be provided, to provide each current employee of Wisconsin and the Company Wisconsin Subsidiaries as of the Effective Time (whether or not such employee is an Assumed Employee) with severance and its Subsidiaries (“Company Employees”) (i) base compensation and cash and equity target incentive opportunities that, in each case, other separation benefits that are no less favorable than were those provided by Wisconsin and the Wisconsin Subsidiaries to employees of Wisconsin and the Wisconsin Subsidiaries as of immediately prior to the Company Employee immediately before the First Effective Time (it being understood that the provision of severance and other separation benefits under and in lieu accordance with the terms of an Wisconsin Benefit Plan applicable to Assumed Employee immediately prior to the Effective Time or as approved by the President and Chief Executive Officer of Georgia (as of the Effective Time) shall be deemed to satisfy the obligations under this Section 6.6(a)(iii)); (iv) there shall be no requirement that such Assumed Employees receive grants of equity compensation awards, Parent may provide Company based compensation; (v) Assumed Employees who, shall become first eligible to participate in the employee stock purchase plan of Georgia as of the first business day in January 2010 in accordance with its terms; and (vi) the Assumed Employees shall be eligible to participate in a Georgia DC Plan on the same basis as similarly-situated employees of Georgia (provided that if an Assumed Employee was eligible to participate in a Wisconsin DC Plan as of immediately prior to the First Effective Time were Closing Date, such Assumed Employee shall be immediately eligible to receive Company equity compensation awards, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value of the Company Employee’s equity compensation opportunity immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), and (ii) employee benefits that are no less favorable in the aggregate than the employee benefits provided to the Company Employee immediately before the First Effective Time. Without limiting the generality of the foregoing, (A) Parent shall or shall cause the Second Surviving Corporation to provide to each Company Employee whose employment terminates during the one-year period following the Control Date under circumstances that would give rise to severance benefits under the Company Benefit Plans set forth on Section 5.7(a) of the Company Disclosure Schedules (the “Company Severance Plans”), severance benefits participate in accordance with its terms in the terms applicable Georgia DC Plan as of the applicable Company Severance Plan Effective Time). Notwithstanding anything in which such Company Employee is eligible to participate immediately prior this Agreement to the First Effective Time and (B) during such one-year period following the Control Datecontrary, severance benefits offered to each Company Employee no provision of this Agreement shall be determined taking into account all service with deemed to guarantee employment for any period of time for, or preclude the Companyability of the Surviving Company to terminate, its Subsidiaries (and including, on and after the First Effective Time, the Second Surviving Corporation and any of its Affiliates) and without taking into account Assumed Employee for any reduction after the First Effective Time in compensation paid or benefits provided to such Company Employeereason.

Employee Matters. (a) From During the period commencing at the Effective Time and after ending on the First first (1st) anniversary of the Effective Time, Time (the Company shall, and to the extent within its control“Continuation Period”), Parent shall cause provide the Company to, honor all Company Benefit Plans in accordance with their terms as in effect immediately before the First Effective Time. For a period employees of one year following the Control Date, Parent shall provide, or shall cause to be provided, to each current employee of the Company and its Subsidiaries as of the Effective Time (the “Company Continuing Employees”) ), for so long as they are employed following the Effective Time, with the following: (i) an annual base compensation salary or wages and target annual cash and equity target incentive opportunities thatopportunities, as applicable, that are, in each case, are no less favorable than were provided to the Company Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Employees whoannual base salary or wages and target annual cash incentive opportunities, as of applicable, in effect for each such Continuing Employee immediately prior to the First Effective Time were eligible to receive Company equity compensation awards, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value of the Company Employee’s equity compensation opportunity immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), and (ii) employee benefits that are no less favorable substantially comparable in the aggregate than the employee benefits to those provided to the Company Employee immediately before the First Effective Timesimilarly situated employees of Parent and its Subsidiaries (excluding any severance benefits, frozen benefit plans of Parent and its Subsidiaries or benefit plans that exclusively provide benefits to grandfathered employees of Parent and its Subsidiaries). Without limiting the generality of the foregoingimmediately preceding sentence, (A) Parent shall shall, or shall cause the Second Surviving Corporation to or one of its Subsidiaries to, provide to each Company Continuing Employee whose employment terminates during the one-year period following the Control Date under circumstances that would give rise to Continuation Period with severance benefits under no less than the Company Benefit Plans severance benefits set forth on in Section 5.7(a6.7(a) of the Company Disclosure Schedules Schedule, determined (the “A) by taking into account such Continuing Employee’s service with Company Severance Plans”), severance benefits in accordance with the terms of the applicable Company Severance Plan in which such Company Employee is eligible to participate immediately and its Subsidiaries (and their predecessor entities) prior to the First Effective Time Closing Date and with Parent and its Subsidiaries on and after the Closing Date, and (B) during such one-year period following the Control Date, severance benefits offered to each Company Employee shall be determined taking into account all service with the Company, its Subsidiaries (and including, on and after the First Effective Time, the Second Surviving Corporation and any of its Affiliates) and without taking into account any reduction after the First Effective Time Closing in the compensation paid or benefits provided to such Company Continuing Employee.

Employee Matters. (a) From and after the First Effective Time, the Company shall, and to the extent within its control, Parent shall cause the Company to, honor all Company Benefit Plans in accordance with their terms as in effect immediately before the First Effective Time. For a period beginning on the Closing Date and continuing thereafter for twelve (12) months or if shorter, the period of one year employment following the Control DateClosing Date of the relevant Employee, Parent shall provide, or shall cause to be provided, to each current employee of the Company Surviving Corporation and its Subsidiaries to provide, each Employee (“Company Employees”excluding any Employees represented by labor unions and/or covered by the Collective Bargaining Agreements) (i) base compensation and cash and equity target incentive opportunities that, in each case, are no less favorable than were provided to the Company Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Employees who, as of immediately prior to the First Effective Time were eligible to receive Company equity who continues employment with Parent or any of its Subsidiaries, including the Surviving Corporation, following the Closing (the “Continuing Employees”), with (i) base salary or other base cash compensation awards, long-term incentive awards that are settled at least the same as, in the aggregate, the base salary or other base cash in an amount sufficient compensation that were provided to replace the grant date value of the Company Employee’s equity compensation opportunity such Continuing Employee immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), and (ii) employee benefits cash incentive compensation opportunities (including short-term annual cash incentive compensation but excluding equity or equity based-compensation) that are no less favorable in the aggregate than the employee benefits aggregate total cash incentive compensation opportunities provided to the Company Continuing Employee (but excluding equity or equity-based compensation opportunities) immediately prior to the Effective Time, (iii) severance and any other termination pay and benefits plans, practices and policies that are no less favorable than such plans, practices and policies that were applicable to such Continuing Employee immediately before prior to the First Effective TimeTime and (iv) other employee benefits that are substantially comparable in the aggregate to those employee benefits that are then provided to similarly situated employees of Parent or its Subsidiaries. Without limiting Notwithstanding the generality foregoing and subject to the requirements of the foregoingSection 6.4(d), (Ax) Parent shall cause to be maintained through December 31 of the year in which the Closing Date occurs those annual (or other short-term) cash incentive award programs covering the Continuing Employees substantially in the form as in effect immediately prior to the Effective Time, and (y) from and after the Effective Time, Parent shall, and shall cause the Second Surviving Corporation to provide to each Company Employee whose employment terminates during and its Subsidiaries to, honor the one-year period following accrued and vested obligations of the Control Date under circumstances that would give rise to severance benefits Surviving Corporation and its Subsidiaries as of the Effective Time under the Company Benefit Plans set forth on Section 5.7(a) of the Company Disclosure Schedules (the “Company Severance Plans”), severance . The compensation and benefits for Continuing Employees who are covered by a Collective Bargaining Agreement shall be provided in accordance with the applicable Collective Bargaining Agreement as amended, extended or terminated from time to time in accordance with its terms of the and applicable Company Severance Plan in which such Company Employee is eligible to participate immediately prior to the First Effective Time and (B) during such one-year period following the Control Date, severance benefits offered to each Company Employee shall be determined taking into account all service with the Company, its Subsidiaries (and including, on and after the First Effective Time, the Second Surviving Corporation and any of its Affiliates) and without taking into account any reduction after the First Effective Time in compensation paid or benefits provided to such Company EmployeeLaw.

Employee Matters. (a) From and after the First Effective Time, the Company shall, and to the extent within its control, Parent shall cause the Company to, honor all Company Benefit Plans in accordance with their terms as in effect immediately before the First Effective Time. For a period of one year following the Control Date, Parent shall provide, or shall cause to be provided, to each current employee of the Company and its Subsidiaries (“Company Employees”) (i) base compensation and cash and equity target incentive opportunities that, in each case, are no less favorable than were provided to the Company Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Employees who, as of immediately prior to the First Effective Time were eligible to receive Company equity compensation awards, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value of the Company Employee’s equity compensation opportunity immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), and (ii) employee benefits that are no less favorable in the aggregate than the employee benefits provided to the Company Employee immediately before the First Effective Time. Without limiting the generality of the foregoing, (A) Parent shall or shall cause the Second Surviving Corporation to provide to each Company Employee whose employment terminates during the one-year period following the Control Date under circumstances that would give rise to severance benefits under the Company Benefit Plans set forth on Section 5.7(a) of the Company Disclosure Schedules (the “Company Severance Plans”), severance benefits in accordance with the terms of the applicable Company Severance Plan in which such Company Employee is eligible to participate immediately prior to the First Effective Time and (B) during such one-year period following the Control Date, severance benefits offered to each Company Employee shall be determined taking into account all service with the Company, its Subsidiaries (and including, on and after the First Effective Time, the Second Surviving Corporation and any of its Affiliates) and without taking into account any reduction after the First Effective Time in compensation paid or benefits provided to such Company Employee.

Employee Matters. (a) From and after the First Effective Time, the Company shall, and to the extent within its control, Parent shall cause the Company to, honor all Company Benefit Plans in accordance with their terms as in effect immediately before the First Effective Time. For a period employees of one year following the Control Date, Parent shall provide, or shall cause to be provided, to each current employee of the Company Sky and its Subsidiaries who are employed by the Surviving Company as of the Effective Time (the “Company Assumed Employees”) (i) base compensation and cash who remain employed with the Surviving Company thereafter will be offered participation and equity target incentive opportunities that, in each case, coverage under Huntington Benefit Plans that are no less favorable than were provided the plans generally in effect for similarly situated employees of Huntington and its Subsidiaries; provided, that continued participation and coverage following the Effective Time under the Sky Benefit Plans as in effect immediately prior to the Company Employee immediately before the First Effective Time (shall be deemed to satisfy the obligations under this sentence, it being understood that the Assumed Employees may commence participating in lieu the comparable Huntington Benefit Plans on different dates following the Effective Time with respect to different comparable Huntington Benefit Plans. Notwithstanding any provision of equity compensation awards, Parent may provide Company Employees who, as of immediately prior this Section 6.7(a) to the First Effective Time were eligible to receive Company equity compensation awardscontrary, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value each Assumed Employee (other than those with individual agreements providing for severance or “change of the Company Employee’s equity compensation opportunity immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), and (iicontrol” benefits) employee benefits that are no less favorable in the aggregate than the employee benefits provided to the Company Employee immediately before the First Effective Time. Without limiting the generality of the foregoing, (A) Parent shall or shall cause the Second Surviving Corporation to provide to each Company Employee whose employment terminates during the one12-year month period following from and after the Control Date under circumstances that would give rise to Effective Time shall receive the greater of the severance pay and benefits under (i) the Company Benefit Plans set forth on Section 5.7(a) of the Company Disclosure Schedules (the “Company Severance Plans”)Huntington Transition Pay Plan, severance benefits in accordance with the terms of thereof as in effect from time to time, or (ii) the applicable Company Sky Severance Plan Pay Plan, in which such Company Employee is eligible to participate accordance with the terms thereof as in effect immediately prior to the First Effective Time Time, in either case to be calculated, on the basis of the Assumed Employee’s service at the time of termination of employment and the greater of the Assumed Employee’s compensation (A) at the time of termination of employment or (B) during such one-year period following as in effect immediately prior to the Control Date, Effective Time. Such severance benefits offered to each Company Employee shall be determined taking into account provided in all service cases under the terms and procedures set forth in the Huntington Transition Pay Plan, except with regard to the Company, its Subsidiaries (and including, on and after the First Effective Time, the Second Surviving Corporation and any of its Affiliates) and without taking into account any reduction after the First Effective Time in compensation paid or benefits provided to such Company Employeebenefit formula as stated above.

Employee Matters. (a) From and after the First Effective Time, the Company shall, and to the extent within its control, Parent shall cause the Company to, honor all Company Benefit Plans in accordance with their terms as in effect immediately before the First Effective Time. For a period of one year following the Control DateEffective Time (the “Continuation Period”), Parent shall provide, or shall cause to be provided, to each current employee of the Company and its Subsidiaries who continues to be employed by Parent or its Subsidiaries following the Effective Time (the “Company Continuing Employees”) ), for so long as such Continuing Employee is employed following the Effective Time, (i) an annual base compensation and salary or wage rate that is no less favorable to such Continuing Employee than the annual base salary or wage rate provided to such Continuing Employee immediately prior to the Effective Time; (ii) an annual cash and bonus opportunity that is no less than the annual cash bonus opportunity that was provided to such Continuing Employee immediately prior to the Effective Time; (iii) long-term equity target incentive opportunities that, in each case, that are no less favorable than were those provided to the Company Employee immediately before the First Effective Time similarly situated employees of Parent and its Subsidiaries; and (it being understood that in lieu of equity compensation awards, Parent may provide Company Employees who, as of immediately prior to the First Effective Time were eligible to receive Company equity compensation awards, iv) other employee benefits (excluding long-term equity incentive awards that are settled in cash in an amount sufficient to replace the grant date value of the Company Employee’s equity compensation opportunity immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), and (iiopportunities) employee benefits that are no less favorable in the aggregate than those provided to similarly situated employees of Parent and its Subsidiaries, provided that, for purposes of this clause (iv), the employee benefits generally provided to the Company Employee immediately before the First Effective Time. Without limiting the generality of the foregoing, (A) Parent shall or shall cause the Second Surviving Corporation to provide to each Company Employee whose employment terminates during the one-year period following the Control Date under circumstances that would give rise to severance benefits under the Company Benefit Plans set forth on Section 5.7(a) employees of the Company Disclosure Schedules (the “Company Severance Plans”), severance benefits in accordance with the terms and its Subsidiaries as of the applicable Company Severance Plan in which such Company Employee is eligible to participate immediately prior to the First Effective Time and (B) during such one-year period following the Control Date, severance benefits offered to each Company Employee shall be determined taking into account all service with deemed to be no less favorable in the Companyaggregate to those provided to similarly situated employees of Parent and its Subsidiaries, it being understood that the Continuing Employees may commence participation in the “employee benefit plans,” as defined in Section 3(3) of ERISA (whether or not subject to ERISA), maintained by Parent or any of its Subsidiaries (and including, on and after the First Effective Timecollectively, the Second Surviving Corporation and “New Plans”) at such times as are determined by Parent. For the avoidance of doubt, nothing in this Agreement shall require Parent or any of its Affiliates) and without taking into account Subsidiaries to employ any reduction after the First Effective Time in compensation paid or benefits provided to such Company EmployeePerson.

Employee Matters. (a) From For the period commencing with the Effective Time and after the First Effective Timeending December 31, the Company shall, and to the extent within its control2007, Parent shall cause the Company to, honor all Company Benefit Plans in accordance with their terms as in effect immediately before the First Effective Time. For a period of one year following the Control Date, Parent shall provide, or shall cause to be provided, to each current employee of individual who is employed by the Company and its Subsidiaries (“Company Employees”) (i) base compensation and cash and equity target incentive opportunities that, in each case, are no less favorable than were provided to the Company Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Employees who, as of immediately prior to the First Effective Time were eligible (other than those individuals covered by collective bargaining agreements) and who remain employed with the Surviving Corporation or any of Parent’s Subsidiaries (each an “Affected Employee”), base salary and bonus opportunity no less than that provided to receive Company equity compensation awards, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value of the Company Employee’s equity compensation opportunity such Affected Employee immediately prior to the First Effective Time, and until September 30, 2008, with respect to such Affected Employee, Parent shall use reasonable efforts to maintain such Affected Employee’s aggregate compensation. For the period ending not earlier than twelve (12) months after the Effective Time, Parent shall cause to be provided, thatto Affected Employees, in the aggregate, employee benefits substantially comparable in the aggregate (except as set forth noted below) to the benefits, including without limitation severance benefits, provided to the Affected Employees under the Employee Plans immediately prior to the Effective Time, and after such period, the benefits provided by Parent under the plans and programs generally made available to similarly situated employees of Parent and its Subsidiaries. Notwithstanding the foregoing, for the calendar year in this Section 5.7(awhich the Effective Time occurs, Parent shall (x) cause to be paid to each Affected Employee his or her target bonus for such year, and (y) cause to be made to the Company’s tax-qualified profit sharing plan (or credited to a non-qualified plan to the extent not permitted by the terms of such tax-qualified profit sharing plan or applicable law), on behalf of each Affected Employee who (i) completes a "Year of Service" (as defined in such longtax-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), qualified profit sharing plan) during such calendar year and (ii) employee benefits that are no less favorable is employed on December 15 of such calendar year (or who died, became totally and permanently disabled, or retired after age 65 or is involuntarily terminated without cause during such calendar year) a profit sharing contribution equal to 10% of base salary plus target bonus which is paid during a period in such calendar year when the aggregate than the employee benefits provided to the Company Affected Employee immediately is an "Active Participant" under such tax-qualified profit sharing plan. Immediately before the First Effective Time. Without limiting the generality of the foregoing, (A) Parent shall or shall cause the Second Surviving Corporation to provide to each Company Employee whose employment terminates during the one-year period following the Control Date under circumstances that would give rise to severance benefits under the Company Benefit Plans set forth on Section 5.7(a) of the Company Disclosure Schedules (the “Company Severance Plans”), severance benefits in accordance with the terms of the applicable Company Severance Plan in which such Company Employee is eligible to participate immediately prior to the First Effective Time and (B) during such one-year period following the Control Date, severance benefits offered to each Company Employee shall be determined taking into account all service with the Company, its Subsidiaries (and including, on and after the First Effective Time, the Second Surviving Corporation and Company shall cause the tax-qualified profit sharing plan to be amended (in a manner acceptable to Parent) to reflect the obligation described herein. No provision herein is intended to confer upon any of its Affiliates) and without taking into account employee rights as a third-party beneficiary hereunder or to act as an amendment to any reduction after the First Effective Time in compensation paid or benefits provided to such Company EmployeeEmployee Plan.

Employee Matters. (a) From and after the First Effective Time, the Company shall, and to the extent within its control, Parent shall cause the Company to, honor all Company Benefit Plans hereby agrees that individuals identified as continuing employees ("Continuing Employees") in accordance with their terms as in effect immediately before the First Effective Time. For a period of one year following the Control Date, Parent shall provide, or shall cause to be provided, to each current employee of the Company and its Subsidiaries (“Company Employees”) (i) base compensation and cash and equity target incentive opportunities that, in each case, are no less favorable than were provided to the Company Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Employees who, as of immediately prior to the First Effective Time were eligible to receive Company equity compensation awards, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value of the Company Employee’s equity compensation opportunity immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), and (ii) employee benefits that are no less favorable in the aggregate than the employee benefits provided to the Company Employee immediately before the First Effective Time. Without limiting the generality of the foregoing, (A) Parent shall or shall cause the Second Surviving Corporation to provide to each Company Employee whose employment terminates during the one-year period following the Control Date under circumstances that would give rise to severance benefits under the Company Benefit Plans set forth on Section 5.7(a5.06(a)(1) of the Company Disclosure Schedules Schedule and who are employed by the Company as of the Closing shall continue to be employed by the Surviving Corporation immediately following the Closing. Upon request of Parent, Company shall terminate the employment or services of all individuals not identified as a Continuing Employee as soon as practicable following the earlier to occur of (i) the “consummation of the Offer or (ii) Parent's waiver of the conditions to the Offer set forth in Annex A upon an extension of the Offer. Each such terminated employee shall receive the severance pay as determined pursuant to Section 5.06(c) of the Company Severance Plans”Disclosure Schedule with respect to such employee. Each Continuing Employee identified as a transition employee in Section 5.06(a)(1) of the Company Disclosure Schedule (a "Transition Employee") shall receive the severance pay as determined pursuant to Section 5.06(c) of the Company Disclosure Schedule with respect to such employee upon the earlier to occur of (i) termination of the Transition Employee's employment by Parent or the Surviving Corporation (other than a termination for cause as defined in Section 5.06(c) of the Company Disclosure Schedule), severance benefits or (ii) the completion of the respective Transition Employee's transition period set forth in accordance Section 5.06(a)(1) of the Company Disclosure Schedule. Prior to the consummation of the Offer, the Company shall assist Parent in causing, and Parent shall reasonably endeavor to cause, each Continuing Employee who is identified in Section 5.06(a)(1) of the Company Disclosure Schedule as key employee ("Key Employee") to enter an employment agreement substantially in the form as set forth 5.06(a)(2) of the Company Disclosure Schedule which shall provide for base salary equal to or exceeding the respective employee's salary on the date hereof (which base salary the Company represents has not been increased since April 15, 2002). Except as modified or amended with the consent of a Continuing Employee, or actions taken in furtherance thereof, Parent hereby agrees, and agrees to cause the Surviving Corporation, to comply with the terms and make required payments when due under (and not to attempt to invalidate), each of the applicable contracts and agreements identified in Section 3.01(i) of the Company Severance Plan in which such Disclosure Schedule. Neither this Section 5.06 nor any other provision of this Agreement shall limit the ability or right of the Company Employee is eligible to participate immediately prior to terminate the First Effective Time and (B) during such one-year period following the Control Date, severance benefits offered to each Company Employee shall be determined taking into account all service with the Company, its Subsidiaries (and including, on and after the First Effective Time, the Second Surviving Corporation and employment of any of its Affiliates) and without taking into account any reduction employees after the First Effective Time in compensation paid Closing (subject to any rights of any such employee pursuant to a written contract or benefits provided to such Company Employeeagreement).

Employee Matters. (a) From Subject to the requirements of applicable Law and after the terms of any applicable Collective Bargaining Agreement, from the First Effective Time until the later of December 31, 2017 or the first anniversary of the First Effective Time, the Company shall, and to the extent within its control, Parent shall cause the Company to, honor all Company Benefit Plans in accordance with their terms as in effect immediately before the First Effective Time. For a period of one year following the Control Date, Parent shall provide, or shall cause to be provided, to each current employee of the Company and its Subsidiaries who continues to be employed by Parent or its Subsidiaries (including the Surviving Company and its Subsidiaries) immediately following the First Effective Time (each, a “Company EmployeesContinuing Employee”) while such employee is so employed, with (i) base salary or wages and (subject to the terms of Section 7.06(a) of the Company Disclosure Letter) annual cash incentive compensation and cash and equity target incentive opportunities opportunity that, in each case, are no less favorable than were provided to the Company Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Employees who, as of immediately prior to the First Effective Time were eligible to receive Company equity compensation awards, long-term base salary or wages and annual cash incentive awards that are settled in cash in an amount sufficient to replace the grant date value of the Company Employee’s equity compensation opportunity available to such Continuing Employee immediately prior to the First Effective Time, provided, that, except (ii) severance benefits to each Continuing Employee that are no less favorable than those that would have been provided to such Continuing Employee under the Company Plans that provide severance benefits as set forth in effect on the date of this Agreement and identified in Section 5.7(a4.17(a) of the Company Disclosure Letter (it being understood that upon the expiration of the change-in-control protection period in effect as of the date hereof under the Thoratec Corporation and Subsidiaries Separation Benefits Plan (whether prior to or after the Closing Date), any individuals who were eligible participants in such longplan who become Continuing Employees will cease to be covered by such plan and will instead be covered by the broad-term incentive awards shall have the same terms and conditions as those based Company severance plan applicable to the equity awards granted by Parent to its similarly situated employeesContinuing Employees), and (iiiii) employee health and welfare and retirement benefits that are no less favorable in the aggregate than the employee benefits those provided to the Company Employee immediately before the First Effective Time. Without limiting the generality of the foregoing, (A) Parent shall or shall cause the Second Surviving Corporation to provide to each Company Employee whose employment terminates during the one-year period following the Control Date under circumstances that would give rise to severance benefits under the Company Benefit Plans set forth on Section 5.7(a) employees of the Company Disclosure Schedules (the “Company Severance Plans”), severance benefits in accordance with the terms and its Subsidiaries as of the applicable Company Severance Plan in which such Company Employee is eligible to participate immediately prior to the First Effective Time and (BTime. In addition, unless the Company has granted the awards contemplated by Item 4 of Section 6.01(b)(xii) during such oneof the Company Disclosure Letter, Parent shall provide, or cause to be provided, a long-year period following the Control Date, severance benefits offered term incentive award opportunity in 2017 to each Company Continuing Employee shall be determined taking into account all service with the Company, employed by Parent or its Subsidiaries (and includingat the time annual long-term incentive awards are made by Parent generally, on a basis consistent with Parent’s practices (including with respect to eligibility) for awarding long-term incentive awards to similarly situated employees of Parent and after the First Effective Time, the Second Surviving Corporation and any of its Affiliates) and without taking into account any reduction after the First Effective Time in compensation paid or benefits provided to such Company EmployeeSubsidiaries generally.

Employee Matters. (a) From and after the First Effective Time, the Company shall, and to the extent within its control, Parent shall cause the Company to, honor all Company Benefit Plans in accordance with their terms as in effect immediately before the First Effective Time. For a period of one (1) year following the Control DateEffective Time (but not beyond the date on which the applicable individual’s employment with the Company, the Surviving Corporation or their respective Subsidiaries terminates), Parent shall provide, or shall cause to be provided, to each current (as of the Effective Time) employee of the Company and or its Subsidiaries (collectively, the “Company Employees”) ), other than Company Employees covered by a collective bargaining agreement (i) base compensation salary or hourly wage (as applicable) and target cash and equity target incentive bonus opportunities that, that are substantially similar in each case, are no less favorable than the aggregate to those that were provided to the Company Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Employees who, as of immediately prior to the First Effective Time were eligible to receive Company equity compensation awards, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value of the Company Employee’s equity compensation opportunity immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), and (ii) employee all other compensation and benefits (excluding equity-based compensation, change in control benefits and any defined benefit pension plans) that are no less favorable substantially similar in the aggregate than to the employee compensation and benefits that were provided to the Company Employee immediately before the First Effective Time (excluding equity-based compensation, change in control benefits and any defined benefit pension plans). Notwithstanding the foregoing, if providing such benefits would result in a violation of applicable law or adverse tax consequences, then such benefits will not be required to be provided and will not be taken into account in determining whether post-closing compensation and benefits are substantially similar in the aggregate to compensation and benefits immediately before the Effective Time. Without limiting Notwithstanding any other provision of this Agreement to the generality of the foregoingcontrary, (Ax) Parent shall shall, or shall cause the Second Surviving Corporation to or its Subsidiaries to, provide to each Company Employee (other than those who are entitled to severance benefits under a collective bargaining agreement) whose employment terminates involuntarily during the one-year period following the Control Date under circumstances that would give rise to Effective Time severance benefits (other than relating to equity awards) equal to (and on the same terms as) the severance benefits provided for under the Company Benefit Plans set forth on Section 5.7(a) of the Company Disclosure Schedules (the “Company Severance Plans”), severance benefits in accordance with the terms of the applicable Company Severance Plan in which covering such Company Employee is eligible to participate immediately prior to that are severance arrangements (disregarding the First Effective Time vesting, settlement, exercisability or other features regarding equity awards), as in effect on the date of this Agreement and (By) during such one-year period following the Control DateEffective Time, severance benefits offered to each Company Employee shall be determined taking into account all service with the Company, its Subsidiaries (and including, on and after the First Effective Time, the Second Surviving Corporation and any of its Affiliates) and without taking into account any reduction after the First Effective Time in compensation base salary paid or benefits provided to such Company Employee.

Employee Matters. 6.5.1 Purchaser will lease from Seller all Business Employees set forth on Schedule 6.5.1 for the period (athe “Leasing Period”) From commencing on the Closing Date and continuing until the later of (i) sixty (60) days after the First Effective TimeClosing Date or (ii) the last day of the month in which such sixty-day period ends (the “Leasing End Date”). Purchaser agrees to offer employment to the Business Employees set forth on Schedule 6.5.1 who remain employed by the Business as of the Leasing End Date, on an “at will” basis commencing on the first day following the Leasing End Date, and otherwise subject to Purchaser’s standard conditions for new employment; provided, however, that any such Business Employee listed on Schedule 6.5.1 who is absent from work on the first day following the Leasing End Date, due to injury, disability or approved leave of absence, shall be offered employment hereunder effective upon such Business Employee’s return to active employment, if such Business Employee returns to active employment no later than (i) if on a short-term disability or on an approved leave of absence under the Family and Medical Leave Act of 1993, as amended (“FMLA”) or under the Uniformed Services Employment and Reemployment Rights Act of 1994 (“USERRA”), the Company shalllast day on which such Business Employee may return to work under the provisions of the applicable Seller short-term disability plan, and to FMLA or USERRA, or (ii) for all other approved leaves of absence including workers’ compensation leave, within six (6) months after the extent within its controlLeasing End Date. Business Employees who accept such offers of employment from the Purchaser shall become employees of the Purchaser as of the first day following the Leasing End Date or, Parent shall cause for Business Employees who are absent from work on the Company first day following the Leasing End Date due to, honor all Company Benefit Plans injury, disability or approved leave of absence, as of the date of their return to active employment as described in accordance with their terms as in effect immediately before the First Effective Timeprevious sentence (the “Transferred Employees”). For a period of one year following Following the Control Leasing End Date, Parent Purchaser shall provide, provide or shall cause to be providedprovided to all Transferred Employees compensation (other than equity-based compensation), employee benefits, and terms and conditions of employment that are substantially similar, in the aggregate, to each current employee those of the Company and its Subsidiaries (“Company Employees”) (i) base compensation and cash and equity target incentive opportunities that, Seller as in each case, are no less favorable than were provided to the Company Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Employees who, as of effect immediately prior to the First Effective Time were eligible Closing Date. Following the Leasing End Date, 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 best efforts of Purchaser, each Transferred Employee shall receive Company equity compensation awardsservice credit for purposes of eligibility to participate and vesting (but not for benefit accrual purposes) for employment, long-term incentive awards that are settled in cash in an amount sufficient to replace compensation, and employee benefit plan purposes with the grant date value of the Company Employee’s equity compensation opportunity immediately Seller prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have Closing. Notwithstanding any of the same terms and conditions as those applicable foregoing to the equity awards granted by Parent contrary, none of the provisions contained herein shall operate to its similarly situated employees), and (ii) employee benefits that are no less favorable in the aggregate than the employee benefits duplicate any benefit provided to any Transferred Employee or the Company Employee immediately before the First Effective Timefunding of any such benefit. Without limiting the generality of the foregoing, Purchaser will also cause all (A) Parent shall or shall cause the Second Surviving Corporation to provide to each Company Employee whose employment terminates during the onepre-year period following the Control Date under circumstances existing conditions and proof of insurability provisions, for all conditions that would give rise to severance benefits under the Company Benefit Plans set forth on Section 5.7(a) all Transferred Employees and their covered dependents have as of the Company Disclosure Schedules (the “Company Severance Plans”)Closing, severance benefits in accordance with the terms of the applicable Company Severance Plan in which such Company Employee is eligible to participate immediately prior to the First Effective Time and (B) during waiting periods under each plan that would otherwise be applicable to newly hired employees to be waived in the case of clause (A) or clause (B) with respect to Transferred Employees to the same extent waived or satisfied under the Seller Plans; provided, however, that nothing in this sentence shall limit the ability of Purchaser from amending or entering into new or different employee benefit plans or arrangements provided such one-year period following plans or arrangements treat the Control DateTransferred Employees in a substantially similar manner as employees of Purchaser are treated. Except as otherwise specifically provided herein, severance benefits offered Seller shall retain, and Purchaser shall not assume, any employer or employment related obligations or Liabilities to each Company the Transferred Employees arising before the date they become Transferred Employees. Seller shall retain, and Purchaser shall not assume, all obligations and Liabilities relating to Business Employees who do not accept Purchaser’s offer of employment or who otherwise do not become a Transferred Employee shall be determined taking into account all service with pursuant to the Company, its Subsidiaries (and includingterms of Section 6.5.1. Subject to applicable Laws, on and after the First Effective TimeLeasing End Date, Purchaser shall have the Second Surviving Corporation right to dismiss any or all Transferred Employees at any time, with or without cause, and any to change the terms and conditions of its Affiliates) their employment (including compensation and without taking into account any reduction after the First Effective Time in compensation paid or employee benefits provided to such Company Employeethem).

Employee Matters. (a) From and after the First Effective TimeTime until the first anniversary of the Effective Date (or until the applicable Continuing Employee’s employment is terminated, if earlier), the Company shall, and Purchaser shall provide or cause its Subsidiaries to the extent within its control, Parent shall cause the Company to, honor all Company Benefit Plans in accordance with their terms as in effect immediately before the First Effective Time. For a period of one year following the Control Date, Parent shall provide, or shall cause provide (i) to be provided, to each current employee individuals who are employees of the Company and its Subsidiaries (“or any Company Employees”) (i) base compensation and cash and equity target incentive opportunities that, in each case, are no less favorable than were provided to the Company Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Employees who, as of Subsidiary immediately prior to the First Effective Time were eligible to receive Company equity compensation awards, long-term incentive awards that are settled in cash in an amount sufficient to replace and who continue employment with the grant date value Purchaser or any Subsidiary of the Company Purchaser following the Effective Time (including, upon their return to active employment, employees who are not actively at work on account of illness, disability, workers’ compensation or leave of absence) (each, a “Continuing Employee’s equity compensation opportunity immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a”), such long-term incentive awards shall have the same terms annual base salary and conditions AIP Opportunity (as those applicable to the equity awards granted by Parent to its similarly situated employees), and (iidefined below) employee benefits that in each case that are no less favorable in the aggregate than the annual base salary and AIP Opportunity that in each case provided to such Continuing Employees immediately prior to the Effective Time; provided, that, for the avoidance of doubt, (x) the Purchaser shall not be required to issue equity or equity-based compensation and may instead provide Continuing Employees with substitute cash-based long-term incentive compensation opportunities and (y) a portion of the AIP Opportunity equal to or less than the portion of the AIP Opportunity settled in equity or equity-based awards with respect to the Company’s fiscal year 2023 annual incentive plan may be granted on terms and conditions (including vesting and forfeiture terms) that are substantially similar to such equity or equity-based awards issued with respect to the Company’s fiscal year 2023 annual incentive plan, and (ii) to the Continuing Employees employee benefits (including benefits provided under the Employee Benefit Plans, severance benefits and vacation entitlement but excluding any Special Compensation) that are substantially comparable, in the aggregate, to the employee benefits (including benefits provided under the Employee Benefit Plans, severance benefits and vacation entitlement but excluding any Special Compensation) provided to the Company Employee Continuing Employees, collectively, immediately before prior to the First Effective Time. Without limiting the generality For purposes of the foregoingthis Section 4.8, (A) Parent shall or shall cause the Second Surviving Corporation to provide to each Company Employee whose employment terminates during the one-year period following the Control Date under circumstances that would give rise to severance benefits under the Company Benefit Plans set forth on Section 5.7(a) of the Company Disclosure Schedules (the “Company Severance Plans”), severance benefits in accordance with the terms of the applicable Company Severance Plan in which such Company Employee is eligible to participate immediately prior to the First Effective Time and (B) during such one-year period following the Control Date, severance benefits offered to each Company Employee shall be determined taking into account all service with the Company, its Subsidiaries (and including, on and after the First Effective Time, the Second Surviving Corporation and any of its Affiliates) and without taking into account any reduction after the First Effective Time in compensation paid or benefits provided to such Company Employee.

Employee Matters. (a) From and after As of the First Effective Time, Parent shall assume and honor or cause the Company shall, Surviving Corporation to assume and to honor the extent within its controlCollective Bargaining Agreements. During the one (1)-year period commencing at the Effective Time, Parent shall cause the Company to, honor all Company Benefit Plans in accordance with their terms as in effect immediately before the First Effective Time. For a period of one year following the Control Date, Parent shall provide, provide or shall cause the Surviving Corporation to be provided, provide to each current employee employees of the Company and any of its Subsidiaries subsidiaries whose terms and conditions of employment are not governed by any Collective Bargaining Agreements (“Non-Union Company Employees” and, collectively with employees of the Company and any of its subsidiaries whose terms and conditions of employment are governed by Collective Bargaining Agreements, the “Company Employees”) (i) a base compensation and cash and equity target incentive opportunities that, in each case, are no less favorable than were provided salary or wage rate at least equal to the Non-Union Company Employee immediately before the First Effective Time (it being understood that Employees’ base salary or wage rate in lieu of equity compensation awards, Parent may provide Company Employees who, effect as of immediately prior to the First Effective Time were eligible and compensation and benefits (excluding equity-based compensation and benefits provided under any defined benefit pension plan) that are, in the aggregate for all such employees as a group, no less favorable than to receive the compensation and benefits being provided to Non-Union Company equity compensation awards, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value of the Company Employee’s equity compensation opportunity Employees immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), and (ii) employee benefits that are no less favorable in the aggregate than the employee benefits provided to the Company Employee immediately before the First Effective Time. Without limiting the generality of the foregoing, (A) Parent shall pay or shall cause the Second Surviving Corporation to provide pay to each Company Employee whose employment terminates during who is otherwise entitled to an annual cash bonus for the one-2013 bonus year period following an annual cash bonus (or, if applicable, pro rata bonus) for the Control Date under circumstances that 2013 bonus year at the time such annual cash bonus would give rise to severance benefits under otherwise be paid in the Company Benefit Plans set forth on Section 5.7(a) ordinary course of the Company Disclosure Schedules (the “Company Severance Plans”), severance benefits business in accordance with the terms of the applicable Company Benefit Plan, at a level based on the Company’s or applicable business unit’s full year performance, as established and calculated by the Company for financial statement purposes as of June 29, 2013; provided that any Company Employee whose employment with the Company, Parent or their affiliates is terminated following the Effective Time but prior to December 31, 2013 without “Cause” (within the meaning of the Company’s Severance Plan as in which effect immediately before the date hereof) shall receive an annual cash bonus, prorated based on the number of full months employed during the 2013 bonus year, no later than the second (2nd) payroll period after the date of such termination (except to the extent that the receipt of such pro-rated bonus would duplicate benefits such Company Employee is eligible otherwise entitled to participate immediately pursuant to (i) or (ii) below or pursuant to another severance plan or agreement), and except as otherwise provided under any applicable Company Benefit Plan any Company Employee who resigns or is terminated by the Company for “Cause” prior to December 31, 2013 shall not be entitled to receive any bonus payment. In addition, notwithstanding the First Effective Time and (B) during such one-year period following the Control Dateforegoing, certain Company Employees shall be eligible for severance benefits offered as set forth in Section 5.10(a)(i) of the Company Disclosure Letter. The Company shall take all actions necessary, including amending the applicable annual bonus plan(s), to each Company Employee shall be determined taking into account all service with effect the Company, its Subsidiaries (and including, on and after the First Effective Time, the Second Surviving Corporation and any provisions of its Affiliates) and without taking into account any reduction after the First Effective Time in compensation paid or benefits provided to such Company Employeethis Section 5.10(a).

Employee Matters. (a) From Parent agrees that, during the period commencing at the Effective Time and after the First Effective Timeending on December 31, the Company shall, and to the extent within its control, Parent shall cause the Company to, honor all Company Benefit Plans in accordance with their terms as in effect immediately before the First Effective Time. For a period of one year following the Control Date2016, Parent shall provide, or shall cause to be provided, with respect to each current employee the employees of the Company and its Subsidiaries (“Company Employees”) (i) base compensation and cash and equity target incentive opportunities that, in each case, are no less favorable than were provided to the Company Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Employees who, Subsidiaries who are employed as of immediately prior to the First Effective Time were eligible to receive (each, a “Company equity compensation awardsEmployee”), long-term incentive awards that other than any Company Employee covered by a collective bargaining (or similar) agreement, (A) base salary and annual cash bonus opportunities which are settled in no less favorable than the base salary and annual cash in an amount sufficient to replace the grant date value of bonus opportunities provided by the Company Employee’s equity compensation opportunity and its Subsidiaries immediately prior to the First Effective TimeTime to each such Company Employee, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms (B) pension and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), and welfare benefits (iiexcluding benefits under any defined benefit pension plan) employee benefits that are no less favorable in the aggregate than to those provided by the employee benefits provided Company and the Company Subsidiaries immediately prior to the Effective Time to the Company Employees and (C) severance benefits that are no less favorable than the severance benefits provided by the Company and the Company Subsidiaries immediately prior to the Effective Time; provided, however, that nothing in this Agreement shall prohibit the Surviving Corporation from terminating the employment of any Company Employee. (b) For purposes of vesting, level of benefits, vacation and sick time credit and eligibility to participate (but, for the avoidance of doubt, not for benefit accrual purposes) under the 54 employee benefit plans, programs and policies of Parent and its Subsidiaries providing benefits to any Company Employee immediately after the Effective Time (including the Company Benefit Plans) (the “New Plans”), each Company Employee shall be credited with his or her years of service with the Company and the Company Subsidiaries and their respective predecessors before the First Effective Time, to the same extent as such Company Employee was entitled, before the Effective Time, to credit for such service under any similar Company Benefit Plan in which such Company Employee participated or was eligible to participate immediately prior to the Effective Time; provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits with respect to the same period of service. Without In addition, and without limiting the generality of the foregoing, (A) Parent shall or shall use commercially reasonable efforts to cause the Second Surviving Corporation to provide to (i) each Company Employee whose employment terminates during to be immediately eligible to participate, without any waiting time, in any and all New Plans to the one-year period following the Control Date extent coverage under circumstances that would give rise to severance benefits such New Plan is replacing comparable coverage under the a Company Benefit Plans set forth on Section 5.7(a) of the Company Disclosure Schedules (the “Company Severance Plans”), severance benefits in accordance with the terms of the applicable Company Severance Plan in which such Company Employee is eligible participated immediately before the Effective Time (such plans, collectively, the “Old Plans”), and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to participate immediately prior any Company Employee, any evidence of insurability requirements, all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such Company Employee and his or her covered dependents, to the First extent such conditions were inapplicable or waived under the comparable Old Plan. Parent shall use commercially reasonable efforts to cause any eligible expenses incurred by any 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 applicable plan year. The provisions of this Section 8.7(b) shall not apply to any Company Employee covered by a collective bargaining (or similar) agreement. (c) Immediately following the Closing, Parent shall pay, or shall cause one of its Subsidiaries to pay, Company Employees a pro-rata bonus under the annual incentive plans listed in Section 5.16(a) of the Company Disclosure Letter for the fiscal year in which the Effective Time and occurs based on the accrual rate based on actual performance through the date of this Agreement (Bwhich is 125% of the target) during with the bonus amounts to be the pro-rated portion of a full annual bonus based on the number of days that have elapsed in such one-fiscal year period following as of the Control Date, severance benefits offered Effective Time; provided that the amount of such pro rata bonus actually paid shall be offset against any other pro rata bonus to each which the Company Employee shall be determined taking into account all service with may become entitled for the Company, its Subsidiaries year in which the Closing occurs under any Company Benefit Plan. (and including, on d) Parent hereby acknowledges that a “change in control” or “change of control” within the meaning of the Company Benefit Plans will occur upon the Effective Time. From and after the First Effective Time, Parent shall, and shall cause the Second Surviving Corporation to, honor and assume in accordance with their terms as in effect immediately before the Effective Time each Company Benefit Plan set forth on Section 8.7(d) of the Company Disclosure Letter. 55 (e) Parent and the Company agree to take the actions set forth on Section 8.7(e) of the Company Disclosure Letter. (f) No later than three (3) Business Days prior to its distribution, the Company shall provide Parent with a copy of any material written or broad based oral communication intended to be made to the Company Employees regarding the compensation, benefits or other treatment they will receive in connection with the transactions contemplated by this Agreement, and will provide Parent with a reasonable opportunity to review and comment on such communication. (g) Nothing in this Agreement (i) is intended to create any third-party beneficiary rights in any employee of the Company or any of its Affiliates) the Company Subsidiaries, any beneficiary or dependent thereof, or any collective bargaining representative thereof, with respect to the compensation, terms and without taking into account any reduction after the First Effective Time in compensation paid or conditions of employment and/or benefits that may be provided to such any Company Employee.Employee by Parent or the Company or under any benefit plan which Parent or the Company may maintain, (ii) shall be treated as an amendment to any Company Benefit Plan, (iii) shall, subject to compliance with the other provisions of this Section 8.7, obligate Parent to maintain any particular benefit plan or arrangement or (iv) shall prevent Parent or the Surviving Corporation from amending or terminating any benefit plan or arrangement. Section 8.8

Employee Matters. (a) From During the period commencing at the Effective Time and after ending on the First Effective Timelater of the first (1st) anniversary of the Closing Date and June 30, 2018 (the Company shall, and to the extent within its control“Continuation Period”), Parent shall cause the Company toSurviving Corporation (or its Subsidiaries, honor all Company Benefit Plans in accordance with their terms as in effect immediately before the First Effective Time. For a period of one year following the Control Date, Parent shall provide, or shall cause appropriate) to be provided, provide to each current employee of the Company Surviving Corporation and its Subsidiaries (other than any employee represented by a labor organization or covered by any Collective Bargaining Agreement, whose compensation and benefits shall be governed by the applicable Collective Bargaining Agreement) as of the Effective Time (each such an employee, a “Company EmployeesCovered Employee”) ), for so long as such Covered Employee continues to be employed during the Continuation Period by the Surviving Corporation or any of its Subsidiaries, with (i) a base salary or base wage rate, short-term incentive compensation opportunities, and cash and equity target long-term incentive opportunities thatcompensation opportunities, in each case, that are no less favorable than were the base salary or base wage rate, short-term incentive compensation opportunities, and long-term incentive compensation opportunities provided to the Company such Covered Employee immediately before prior to the First Effective Time (it being expressly understood that in lieu of equity no equity-based compensation awards, Parent may provide Company Employees who, as of immediately prior will be required to be provided to the First Effective Time were eligible to receive Company equity compensation awards, long-term incentive awards that are settled in cash in an amount sufficient to replace Covered Employees after the grant date value of the Company Employee’s equity compensation opportunity immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), and (ii) other compensation and employee benefits that are are, in the aggregate, no less favorable in the aggregate than the employee benefits those provided to the Company such Covered Employee immediately before prior to the First Effective Time. Without limiting the generality of the foregoingimmediately preceding sentence, (A) Parent shall or shall cause the Second Surviving Corporation (or its Subsidiaries, as appropriate) to provide to each Company Covered Employee whose employment terminates is terminated during the one-year period following the Control Date under circumstances that would give rise to Continuation Period with severance benefits under that are no less than the Company Benefit Plans set forth on Section 5.7(a) of the Company Disclosure Schedules (the “Company Severance Plans”), severance benefits in accordance with the terms of the applicable Company Severance Plan in for which such Company Covered Employee is was eligible to participate immediately prior to the First Effective Time and Closing under the applicable Company Benefit Plan or Foreign Benefit Plan, determined (B1) during such one-year period following the Control Date, severance benefits offered to each Company Employee shall be determined taking into account all service with the Company, its Subsidiaries (and including, on and after the First Effective Time, the Second Surviving Corporation and any of its Affiliates) and without taking into account any reduction after the First Effective Time Closing in compensation paid or benefits provided to such Covered Employee and (2) taking into account each Covered Employee’s service with the Company Employeeand its Subsidiaries (and any predecessor entities) and, after the Closing, Parent and its Affiliates.

Employee Matters. (a) From During the period commencing at the Effective Time and after ending on the First eighteen (18) month anniversary of the Effective Time, the Company Parent shall, and to the extent within its control, Parent shall cause the Company to, honor all Company Benefit Plans in accordance with their terms as in effect immediately before the First Effective Time. For a period of one year following the Control Date, Parent shall provide, or shall cause to be providedthe Surviving Corporation to, to provide each current employee of who is actively employed by the Company and its Subsidiaries on the Closing Date (each, a “Company EmployeesContinuing Employee”) while employed by Parent or any of its Subsidiaries following the Effective Time with: (i) base compensation salary no less favorable than the base salary provided to such Continuing Employees immediately prior to the Effective Time; (ii) annual cash bonus opportunities no less favorable than annual cash bonus opportunities provided by Parent to similarly situated employees of Parent; and cash and equity target incentive opportunities that(iii) employee benefits which, in each casethe aggregate, are no less favorable than were employee benefits provided by Parent to similarly situated employees of Parent; provided, however, that until such time as Parent shall cause Continuing Employees to participate in the Company benefit plans of Parent, a Continuing Employee’s continued participation in the Employee immediately before Benefit Plans shall be deemed to satisfy the First Effective Time foregoing provision of this sentence (it being understood that participation in lieu of equity compensation awardsParent benefit plans may commence at different times with respect to each Employee Benefit Plan). From and after the Effective Time, Parent may provide Company Employees whoshall honor and make the payments provided for, as required by the terms of, all written employment agreements and change in control agreements with employees of the Company or any of its Subsidiaries in effect immediately prior to the First Effective Time were eligible Closing Date, subject to receive Company equity compensation awards, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value of the Company Employee’s equity compensation opportunity immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those any limitations imposed under applicable to the equity awards granted Law or by Parent to its similarly situated employees), and (ii) employee benefits that are no less favorable in the aggregate than the employee benefits provided to the Company Employee immediately before the First Effective Timeany regulatory authority. Without limiting the generality of the foregoing, during the period commencing at the Effective Time and ending on the eighteen (A18) month anniversary of the Effective Time, Parent shall shall, or shall cause the Second Surviving Corporation Company to provide each Continuing Employee who is not party to each Company Employee an individual employment, severance or change of control agreement at the time of his or her termination of employment whose employment terminates during the one-year period following the Control Date is involuntarily terminated (other than under circumstances that would give rise constitute a termination for “cause”) with the severance payments and/or benefits, if any, to severance benefits which the Continuing Employee is entitled under the Company Benefit Plans set forth on Section 5.7(a) 6.6 of the Company Disclosure Schedules (Schedule. Parent shall take, or shall cause the “Surviving Company Severance Plans”)to take, severance benefits other actions in accordance with the terms Section 6.6 of the applicable Company Severance Plan in which such Company Employee is eligible to participate immediately prior to the First Effective Time and (B) during such one-year period following the Control Date, severance benefits offered to each Company Employee shall be determined taking into account all service with the Company, its Subsidiaries (and including, on and after the First Effective Time, the Second Surviving Corporation and any of its Affiliates) and without taking into account any reduction after the First Effective Time in compensation paid or benefits provided to such Company EmployeeDisclosure Schedule.

Employee Matters. Lilly will (a) From and after the First Effective Time, the Company shall, and to the extent within its control, Parent shall or will cause the Company Surviving Corporation to), honor all Company Benefit Plans in accordance with their terms as in effect immediately before the First Effective Time. For for a period of one year following the Control DateEffective Time (the “Continuation Period”), Parent shall provide, or shall cause to be provided, provide to each current employee individual who is employed by DICE or any DICE Subsidiary immediately prior to the Effective Time and who continues employment with Xxxxx or the Surviving Corporation or any of their respective subsidiaries or affiliates as of immediately following the Company and its Subsidiaries Effective Time (each, a “Company EmployeesEmployee”) (i) a base compensation salary or wage rate and target cash and equity target incentive opportunities that, opportunity that are at least as favorable in each case, are no less favorable than were the aggregate to those provided to the such Company Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awardsby DICE or either DICE Subsidiary, Parent may provide Company Employees whoas applicable, as of immediately prior to the First Effective Time were eligible to receive Company equity compensation awards, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value of the Company Employee’s equity compensation opportunity immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), and (ii) employee benefits (excluding cash incentive opportunities, severance (except as provided in the following sentence), equity and equity based awards and change in control plans, programs and arrangements) that are no less favorable substantially comparable in the aggregate than the employee benefits to those provided to the Company Employee immediately before the First Effective Time. Without limiting the generality of the foregoing, (A) Parent shall or shall cause the Second Surviving Corporation to provide to each Company Employee whose employment terminates during the one-year period following the Control Date under circumstances that would give rise to severance benefits under the Company Benefit Plans set forth on Section 5.7(a) of the Company Disclosure Schedules (the “Company Severance Plans”), severance benefits in accordance with the terms of the applicable Company Severance Plan in which such Company Employee is eligible to participate by DICE or either DICE Subsidiary under DICE’s benefit plans or DICE’s benefit agreements that are disclosed in the Disclosure Letter, as applicable, as of immediately prior to the First Effective Time and (Bor, to the extent a Company Employee becomes covered by an employee benefit plan or program of Lilly (or one of its affiliates other than the Surviving Corporation) during such one-year period following period, substantially comparable to those benefits maintained for and provided to similarly situated employees of Lilly (or its relevant affiliate)). Notwithstanding the Control Dateforegoing, during the Continuation Period, Xxxxx will (or will cause the Surviving Corporation to) provide any Company Employee who experiences a termination of employment under the circumstances set forth in the Disclosure Letter with severance benefits offered no less favorable than under the DICE policies set forth in the Disclosure Letter, subject to each the Company Employee shall be determined taking into account all service with Employee’s execution of a general release of claims in favor of DICE, Xxxxx and related persons. Following the Company, its Subsidiaries (and including, on and time in which the Company Employees no longer participate in a benefit plan of DICE after the First Effective Time, the Second Company Employees will be eligible to participate in the corresponding plan of Lilly, the Surviving Corporation or their respective affiliates (“Surviving Corporation Plans”) to the same extent as other similarly-situated employees of Lilly and its affiliates. Following the Effective Time, each Company Employee will be immediately eligible to participate, without any waiting time, in any and all plans of its Affiliates) and without taking into account any reduction after the First Effective Time in compensation paid or benefits provided to such Company Employee.Surviving

Employee Matters. In the Merger Agreement, we have agreed with Xxxxxx Xxxx that through the end of 2012, we will cause the surviving corporation to provide individuals employed by Xxxxxx Xxxx on the date of the Merger Agreement (a"Current Employees") From with (i) the benefit of certain employee benefit plans identified in the Merger Agreement at benefit levels that are no less than those in effect on May 2, 2012 and (ii) salary and employee benefits (excluding any equity based compensation) in the aggregate no less favorable than those benefits currently provided by Xxxxxx Xxxx and its subsidiaries to such employees (in case of benefits, such employees are considered as a group). The Merger Agreement provides that from and after the First Effective Time, the Company shall, and to surviving corporation shall honor the extent within its control, Parent shall cause the Company to, honor all Company Benefit Plans in accordance with their terms as employee benefit plans that Xxxxxx Xxxx has in effect immediately before prior to May 2, 2012. Services rendered by Current Employees to Xxxxxx Xxxx prior to the First Effective Time will be taken into account by the employee benefit plans of Purchaser and its subsidiaries in which such Current Employees participate in the same manner as such services were taken into account by Xxxxxx Xxxx, for vesting and eligibility purposes (but not for benefit accrual), under such employee benefit plans. If the Effective Time occurs prior to the payment of bonuses under Xxxxxx Xxxx'x fiscal year 2012 employee bonus plan covering the period from July 1, 2011 through June 30, 2012 (the "2012 Bonus Plan"), then effective as of the Effective Time, the surviving corporation shall assume and continue the 2012 Bonus Plan and pay to the Current Employees no later than the earlier of 30 days after the Effective Time and October 1, 2012, any amounts due but not yet paid thereunder as of the Effective Time. For a period Such amounts shall be determined by the Xxxxxx Xxxx Board no later than the earlier of one year following the Control Date, Parent shall provide, or shall cause to be provided, to each current employee of the Company and its Subsidiaries (“Company Employees”) (i) base compensation and cash and equity target incentive opportunities that, in each case, are no less favorable than were provided to the Company Employee immediately before the First Effective Acceptance Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Employees who, as of immediately prior to the First Effective Time were eligible to receive Company equity compensation awards, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value of the Company Employee’s equity compensation opportunity immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), and (ii) employee benefits that are no less favorable June 21, 2012, based on the criteria disclosed to DSM in the aggregate than Xxxxxx Xxxx employee benefit plans as in effect on May 2, 2012 in a manner that is consistent with past practice, based on actual Xxxxxx Xxxx performance results for the period beginning on July 1, 2011 through May 31, 2012 and a good faith determination of forecasted results for the period beginning June 1, 2012 through June 30, 2012; provided, that in all events, such bonus payments shall not exceed $2 million, in the aggregate. The Merger Agreement further provides that the foregoing obligations shall not prevent the amendment or termination of any employee benefits provided to the Company Employee immediately before the First Effective Time. Without limiting the generality of the foregoing, (A) Parent shall or shall cause the Second Surviving Corporation to provide to each Company Employee whose employment terminates during the one-year period following the Control Date under circumstances that would give rise to severance benefits under the Company Benefit Plans set forth on Section 5.7(a) of the Company Disclosure Schedules (the “Company Severance Plans”), severance benefits benefit plan in accordance with its terms or if required by applicable law or limit the right of Purchaser, the surviving corporation or any of their subsidiaries to terminate the employment of any Current Employee, and that the applicable provisions of the Merger Agreement are not intended to create any third-party beneficiary rights in any Current Employee or former employee, service provider, or any such person's alternate payees, dependents or beneficiaries, whether in respect of continued employment or resumed employment, compensation, benefits, terms of the applicable Company Severance Plan in which such Company Employee is eligible to participate immediately prior to the First Effective Time and (B) during such one-year period following the Control Dateemployment, severance benefits offered to each Company Employee shall be determined taking into account all service with the Company, its Subsidiaries (and including, on and after the First Effective Time, the Second Surviving Corporation and any of its Affiliates) and without taking into account any reduction after the First Effective Time in compensation paid or benefits provided to such Company Employeeotherwise.

Employee Matters. (a) From Effective as of the Effective Time and after until the First first anniversary of the Effective Time, Time (the Company shall, and to the extent within its control, Parent shall cause the Company to, honor all Company Benefit Plans in accordance with their terms as in effect immediately before the First Effective Time. For a period of one year following the Control Date“Continuation Period”), Parent shall provide, or shall cause the Surviving Company to be providedprovide, to each current employee employees of the Company and or its Subsidiaries who continue to be employed by Parent or the Surviving Company or any of their respective Subsidiaries following the Effective Time (the “Company Employees”) ), other than any Company Employees who are covered by Collective Bargaining Agreements, with (i) an annual base compensation salary or wage rate and cash and equity target incentive compensation opportunities (including cash incentive compensation opportunities but excluding equity-based incentive compensation opportunities) that, in each case, are no less favorable than were those provided to the each such Company Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Employees who, as of immediately prior to the First Effective Time were eligible to receive Company equity compensation awards, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value of the Company Employee’s equity compensation opportunity immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), and (ii) employee benefits that are no less favorable in the aggregate than the employee benefits provided to the each such Company Employee immediately before prior to the First Effective Time. Without limiting the generality of the foregoing; provided, (A) that with respect to each Company Employee who is covered by a Collective Bargaining Agreement, Parent shall shall, or shall cause the Second Surviving Company to, comply with the terms and conditions of the Collective Bargaining Agreements as in effect from time to time; provided, further, that in respect of any Company Employee who is based outside of the United States, Parent shall, or shall cause the Surviving Company to take any other additional actions as required by applicable Law. Notwithstanding anything contained herein to the contrary, during the Continuation Period, Parent shall provide, or shall cause the Surviving Corporation to provide to provide, each Company Employee whose employment terminates during with severance payments and benefits that are no less favorable than the one-year period following severance payments or benefits that such Company Employee would have received under the Control Date under circumstances Company severance plan applicable to such Company Employee immediately prior to the Effective Time (provided, however, that would give rise if any such Company Employee is entitled to severance benefits under the Company Benefit Plans set forth on Section 5.7(a) of the Company Disclosure Schedules (the “Company Severance Plans”)an individual severance, severance benefits in accordance with employment, or similar agreement, the terms of the applicable Company Severance Plan in which such Company Employee is eligible to participate immediately prior to the First Effective Time agreement and (Bnot this Section 5.5(a) during such one-year period following the Control Date, severance benefits offered to each Company Employee shall be determined taking into account all service with the Company, its Subsidiaries (and including, on and after the First Effective Time, the Second Surviving Corporation and any of its Affiliates) and without taking into account any reduction after the First Effective Time in compensation paid or benefits provided to such Company Employeegovern).

Employee Matters. (a) From For purposes of vesting, eligibility to participate and accrual and level of benefits under the employee benefit plans of Parent and its Subsidiaries providing benefits to any Company Employees after the First Effective TimeTime (the “New Plans”), the each Company shall, and to the extent within its control, Parent Employee shall cause the Company to, honor all Company Benefit Plans in accordance be credited for his or her years of service with their terms as in effect immediately before the First Effective Time. For a period of one year following the Control Date, Parent shall provide, or shall cause to be provided, to each current employee of the Company and its Subsidiaries (“Company Employees”) (i) base compensation and cash and equity target incentive opportunities thattheir respective predecessors before the Effective Time, in each case, are no less favorable than were provided to the same extent as such Company Employee immediately was entitled, before the First Effective Time (it being understood that Time, to credit for such service under any similar Company employee benefit plan in lieu of equity compensation awards, Parent may provide which such Company Employees who, as of Employee participated or was eligible to participate immediately prior to the First Effective Time were eligible to receive Company equity compensation awards, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value of the Company Employee’s equity compensation opportunity immediately prior to the First Effective Time, provided, thathowever, except as set forth in this Section 5.7(a), such long-term incentive awards that the foregoing shall have the same terms and conditions as those applicable not apply to the equity awards granted by Parent extent that its application would result in a duplication of benefits or to its similarly situated employees)benefit accrual under a defined benefit pension plan. In addition, and (ii) employee benefits that are no less favorable in the aggregate than the employee benefits provided to the Company Employee immediately before the First Effective Time. Without without limiting the generality of the foregoing, (A) Parent shall or shall cause the Second Surviving Corporation to provide to each Company Employee whose employment terminates during to be immediately eligible to participate, without any waiting time, in any and all New Plans to the one-year period following the Control Date extent coverage under circumstances that would give rise such New Plan is comparable to severance benefits under the a Company Benefit Plans Plan set forth on Section 5.7(a3.10(a) of the Company Disclosure Schedules (the “Company Severance Plans”), severance benefits in accordance with the terms of the applicable Company Severance Plan Schedule in which such Company Employee is eligible participated immediately before the Effective Time (such plans, collectively, the “Old Plans”) and (B) for purposes of each New Plan providing medical, dental, pharmaceutical or vision benefits to participate 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 plans of Parent or its Subsidiaries in which such employee participated immediately prior to the First Effective Time and (B) during such one-year period following the Control Date, severance benefits offered to each Company Employee shall be determined taking into account all service with the Company, its Subsidiaries (and including, on and after the First Effective Time, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents during the Second Surviving Corporation and any portion of its Affiliates) and without taking 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 any reduction after the First Effective Time in compensation paid or benefits provided under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Company Employee.employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan. 66

Employee Matters. (ai) From and after the First Effective Time, Parent and the Company shall, and to the extent within its control, Parent Surviving Corporation shall cause the Company to, honor all Company Benefit Plans and Company Foreign Plans and compensation arrangements and agreements in accordance with their terms (it being understood that nothing herein shall limit or preclude the amendment or termination of any such Company Benefit Plan or Company Foreign Plan in accordance with its terms). For a period of one (1) year following the Effective Time, Parent and the Surviving Corporation shall provide, or shall cause to be provided, to each employee of the Company and its Subsidiaries who continues in employment with Parent or one of its affiliates following the Effective Time (each, a “Company Employee”), (A) an annual base salary or wage rate, as applicable, at least equal to the annual base salary or wage rate, as applicable, provided to such Company Employee immediately prior to the Effective Time, (B) cash incentive opportunities (excluding any equity or equity-linked incentive opportunities) that are no less favorable in effect the aggregate than the cash incentive opportunities provided to such Company Employee as of immediately before prior to the First Effective Time, and (C) health, welfare and retirement benefits (excluding any defined benefit pension benefits (whether or not tax-qualified) in the United States and any excess benefit or supplemental executive retirement benefits) that are no less favorable in the aggregate than the health, welfare and retirement benefits provided to such Company Employee as of immediately prior to the Effective Time. For a period of one (1) year following the Control DateEffective Time, Parent shall provide, or shall cause to be provided, to each current employee of the Company and its Subsidiaries (“Company Employees”) (i) base compensation and cash and equity target incentive opportunities that, in each case, are no less favorable than were provided to the Company Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Employees excluding each Continuing Employee who, as of immediately prior to the First Effective Time were eligible Time, is party to receive an individual agreement or arrangement with the Company equity compensation awardsor any of its Subsidiaries that entitles such Continuing Employee to superior severance payments or benefits, longincluding any Change in Control Agreement (as defined in the Company Disclosure Schedule)) whose employment is terminated by Parent or one of its Subsidiaries (including the Company) in a severance-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value qualifying termination as set forth on Section 5.5(c)(i) of the Company Employee’s equity compensation opportunity immediately prior to the First Effective TimeDisclosure Schedule during such one (1)-year period, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms severance payments and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), and (ii) employee benefits that are no less favorable in the aggregate than the employee applicable severance payments and benefits provided to the Company Employee immediately before the First Effective Time. Without limiting the generality of the foregoing, (A) Parent shall or shall cause the Second Surviving Corporation to provide to each Company Employee whose employment terminates during the one-year period following the Control Date under circumstances that would give rise to severance benefits under the Company Benefit Plans set forth on Section 5.7(a5.5(c)(i) of the Company Disclosure Schedules Schedule (the “Company Severance Plans”), severance benefits subject to timely execution of an effective release in accordance with the terms of a form prescribed by Parent (provided that such form shall not impose non-competition or customer non-solicitation covenants on the applicable Company Severance Plan Employee, or any other material restrictions, that would not have applied under the Company’s standard form of release of claims in which such effect as of the date hereof for the applicable Company Employee is eligible to participate immediately prior to the First Effective Time Employee), and (B) during such one-year period following the Control Date, severance benefits offered to each Company Employee shall be determined taking into account all the service with the Company, its Subsidiaries (and including, on and after the First Effective Time, the Second Surviving Corporation and any crediting provisions of its Affiliates) and without taking into account any reduction after the First Effective Time in compensation paid or benefits provided to such Company EmployeeSection 5.5(c)(ii)).

Employee Matters. (a) The Surviving Corporation shall, during the period commencing at the Effective Time and ending on the 12-month anniversary of the Effective Time, provide to (x) each non-union represented employee who is employed by the Company or any of its Subsidiaries (including any such employee who is not actively at work on account of illness, disability or leave of absence) immediately prior to the Effective Time (each, an “Affected Non-Union Employee”) a base salary and target bonus opportunity under annual cash incentive plans that are no less favorable than the base salary and target bonus opportunity provided to such Affected Non-Union Employee by the Company and its Subsidiaries immediately prior to the Effective Time and (y) Affected Non-Union Employees, in the aggregate, employee benefits (excluding equity and equity-based awards, executive welfare benefits, perquisites and quarterly discretionary contribution payments) that are no less favorable, in the aggregate, than those provided to Affected Non-Union Employees by the Company and its Subsidiaries immediately prior to the Effective Time. With respect to union-represented employees of the Company and each of the Company's Subsidiaries (“Affected Union Employees”), the Surviving Corporation shall comply with the terms and conditions of all applicable collective bargaining agreements as in effect as of the Effective Time. From and after the First Effective Time, the Company shall, and to the extent within its control, Parent Surviving Corporation shall or shall cause the Company toone of its Subsidiaries to assume and honor, honor all Company Benefit Plans in accordance with their terms as its terms, each Company Benefit Plan disclosed in effect immediately before Section 4.12(a) of the First Effective TimeCompany Disclosure Letter. For a period Notwithstanding any other provision of one year following this Agreement to the Control Datecontrary, Parent but subject to any employment agreements existing on the date of this Agreement, (i) the Surviving Corporation shall provide, or shall cause to be provided, to each current employee of the Company and its Subsidiaries (“Company Employees”) (i) base compensation and cash and equity target incentive opportunities that, in each case, are no less favorable than were provided to the Company Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Affected Non-Union Employees who, as of immediately prior to the First Effective Time were eligible to receive Company equity compensation awards, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value of the Company Employee’s equity compensation opportunity immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), and (ii) employee benefits that are no less favorable in the aggregate than the employee benefits provided to the Company Employee immediately before the First Effective Time. Without limiting the generality of the foregoing, (A) Parent shall or shall cause the Second Surviving Corporation to provide to each Company Employee whose employment terminates during the one12-year month period following the Control Date under circumstances that would give rise Effective Time, severance benefits, if any, at the levels and pursuant to the terms of the Company’s severance benefits under program and guidelines as in effect immediately prior to the Company Benefit Plans set forth on Effective Time and disclosed in Section 5.7(a4.12(a) of the Company Disclosure Schedules (the “Company Severance Plans”), severance benefits in accordance with the terms of the applicable Company Severance Plan in which such Company Employee is eligible to participate immediately prior to the First Effective Time Letter and (Bii) during such one12-year month period following the Control DateEffective Time, severance benefits offered to each Company Employee Affected Non-Union Employees shall be determined taking into account all service with the Company, its Subsidiaries (and including, on and after the First Effective Time, the Second Surviving Corporation and any of its Affiliates) and without taking into account any reduction after the First Effective Time in compensation paid to Affected Non-Union Employees. Nothing contained in this Section 6.12 shall (x) be deemed to grant any Affected Non-Union Employee or benefits provided Affected Union Employee (together, “Affected Employees”) the right to such continued employment after the Effective Time or affect the right of the Company Employeeor its Subsidiaries (or, following the Effective Time, the Surviving Corporation and its Subsidiaries) to terminate the employment of the Affected Employees for any reason, subject to Applicable Law and the terms and conditions of any applicable collective bargaining agreements or (y) prevent the amendment or termination of any Company Benefit Plans in accordance with their respective terms.

Employee Matters. (a) From and after the First Effective Time, the Company shall, and to the extent within its control, Parent shall cause the Company to, honor all Company Benefit Plans in accordance with their terms as in effect immediately before the First Effective Time. For a period of one year at least twelve (12) months following the Control DateEffective Time (or, Parent shall provideif earlier, the date of termination of the applicable Continuing Employee), Acquiror shall, or it shall cause to be providedthe Surviving Corporation to, to (i) provide each current employee of the Company and or any of its Subsidiaries who continues as of the Effective Time to be employed by Acquiror, the Surviving Corporation or any Affiliate of Acquiror (each, a “Company EmployeesContinuing Employee”) with at 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 Effective Time, and (iii) base provide the Continuing Employees with other compensation and cash and equity target incentive opportunities thatemployee benefits substantially comparable in value, in each casethe aggregate, are no less favorable than were to those provided to such Continuing Employees immediately prior to the Company Employee immediately before the First Effective Time (including the grant date accounting value of target equity and equity-based compensation received in 2016, but excluding the value of any supplemental executive retirement plans and consulting agreements) (it being understood that in lieu any long-term cash incentive, retention or severance grants, awards or other rights granted by Venice or any of equity compensation awards, Parent may provide Company Employees who, as of immediately its Subsidiaries after the date hereof prior to the First Effective Time were eligible to receive Company equity compensation awards, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value excess of the Company Employee’s equity compensation opportunity immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), and (ii) employee benefits that are no less favorable in the aggregate than the employee benefits provided to the Company Employee immediately before the First Effective Time. Without limiting the generality of the foregoing, (A) Parent shall or shall cause the Second Surviving Corporation to provide to each Company Employee whose employment terminates during the one-year period following the Control Date under circumstances that would give rise to severance benefits under the Company Benefit Plans amount set forth on Section 5.7(a6.4(a)(i) of the Company Disclosure Schedules Schedule shall be credited against Acquiror’s obligations hereunder). At the first regularly scheduled payroll date of the Company occurring more than three (3) Business Days after the “Effective Time, Acquiror shall, or shall cause the Surviving Corporation to, pay bonuses with respect to the 2016 fiscal year under the VCA Inc. 2015 Annual Cash Incentive Plan to the extent not previously paid by the Company. In addition, Acquiror shall cause the Surviving Corporation to perform each obligation of the Company Severance Plans”), severance benefits under each Contract set forth on Section 6.4(a)(ii) of the Company Disclosure Schedule in accordance with each such Contract’s respective terms if, and to the terms of extent, not performed by the applicable Company Severance Plan in which such Company Employee is eligible to participate immediately prior to the First Effective Time and (B) during such one-year period following the Control Date, severance benefits offered to each Company Employee shall be determined taking into account all service with the Company, its Subsidiaries (and including, on and after the First Effective Time, the Second Surviving Corporation and any of its Affiliates) and without taking into account any reduction after the First Effective Time in compensation paid or benefits provided to such Company Employee.

Employee Matters. (a) From and after the First Effective Time, the Company shall, and to the extent within its control, Parent shall cause the Company to, honor all Company Benefit Plans in accordance with their terms as in effect immediately before the First Effective Time. For a period of one year following beginning on the Control DateClosing Date and continuing thereafter for 12 months (the “Continuation Period”), Parent shall provide, or shall cause the VH Companies to be providedprovide, to each current employee of the Company and its Subsidiaries VH Companies as of the Closing Date, for so long as such employee remains an employee of any of the VH Companies (collectively, “Company Continuing Employees”) or becomes an employees of Parent or any of their respective Affiliates (collectively, “Transferring Employees”), with (i) base compensation salary or hourly wage rate and cash and equity target incentive compensation opportunities that, in each casethe aggregate, are no not less favorable than were the aggregate salary or hourly wage rate and cash incentive compensation opportunities provided to the Company such Continuing Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Employees who, as of or Transferring Employee immediately prior to the First Effective Time were eligible to receive Company equity compensation awards, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value of the Company Employee’s equity compensation opportunity immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees)Closing Date, and (ii) employee benefits, fringe benefits and perquisites, that are no less favorable comparable, in the aggregate than aggregate, with the employee benefits, fringe benefits and perquisites (other than equity incentive awards) provided under (A) for Continuing Employees, the Company Benefit Plans in which such Continuing Employees participated immediately prior to the Company Employee immediately before Closing Date or (B) for Transferring Employees, the First Effective Timeemployee benefit arrangements provided by Parent and its Affiliates to its similarly situated employees. Without limiting the generality of the foregoing, (A) Parent shall will provide, or shall will cause the Second Surviving Corporation VH Companies to provide provide, severance pay and benefits to each Company any Continuing Employee or Transferring Employee whose employment terminates is terminated (other than for cause, as reasonably determined in good faith by Parent) by Parent, the VH Companies or any of their respective Affiliates during the one-year period following Continuation Period on terms and in amounts no less favorable than the Control Date under circumstances severance pay and benefits that would give rise to severance benefits under the Company Benefit Plans set forth on Section 5.7(a) of the Company Disclosure Schedules (the “Company Severance Plans”), severance benefits in accordance with the terms of the have been applicable Company Severance Plan in which such Company Employee is eligible to participate immediately prior to the First Effective Time and (B) during such one-year period following the Control Date, severance benefits offered to each Company Employee shall be determined taking into account all service with the Company, its Subsidiaries (and including, on and after the First Effective Time, the Second Surviving Corporation and any of its Affiliates) and without taking into account any reduction after the First Effective Time in compensation paid or benefits provided to such Company Employee.to

Employee Matters. (a) From and after During the First one-year period beginning at the Effective Time, the Company shall, and to the extent within its control, Parent shall will cause the Company to, honor all Company Benefit Plans in accordance with their terms surviving corporation and each RC2 subsidiary to provide to those individuals employed by the surviving corporation or by one or more of RC2’s subsidiaries as in effect immediately before the First Effective Time. For a period of one year following the Control Date, Parent shall provide, or shall cause to be provided, to each current employee of the Company and its Subsidiaries (“Company Employees”) (i) base compensation and cash and equity target incentive opportunities that, in each case, are no less favorable than were provided to the Company Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Employees who, as of immediately prior to the First Effective Time were eligible to receive Company equity compensation awards, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value of the Company Employee’s equity compensation opportunity immediately prior to the First Effective Time, providedsalary and benefits under employees benefit plans (other than defined benefit pension plans, thatplans providing for retiree medical benefits, except as set forth incentive pay plans, plans providing for equity-based compensation and plans providing for payments or benefits upon a change in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), and (iicontrol) employee benefits that are substantially no less favorable in the aggregate than the employee benefits provided to the Company Employee immediately before the First Effective Time. Without limiting the generality of the foregoing, (A) Parent shall or shall cause the Second Surviving Corporation to provide to each Company Employee whose employment terminates during the one-year period following the Control Date under circumstances that would give rise to severance benefits such employees under the Company Benefit Plans set forth on Section 5.7(a) employee benefit plans of the Company Disclosure Schedules (the “Company Severance Plans”), severance benefits RC2 as in accordance with the terms of the applicable Company Severance Plan in which such Company Employee is eligible to participate effect immediately prior to the First Effective Time. Parent agrees that, to the extent any employee benefit plan, program or policy of Parent or a Parent subsidiary is made available to such employees, such employees will receive credit for service with RC2 or its subsidiaries for eligibility, vesting and benefit level purposes to the same extent such service was recognized under analogous plans prior to the Effective Time; provided that such crediting of service does not duplicate any benefit or funding of such benefit under any plan and no service will be credited for benefit accrual purposes under any defined benefit pension plan. Parent will also credit co-payments and deductibles paid in respect of the plan year in which the Effective Time occurs, waive any pre-existing condition 34 Table of Contents exclusions which were waived under the terms of any employee benefit plan of RC2 immediately prior to the Effective Time and waive any waiting periods (B) during such one-year period following other than waiting periods not satisfied under any RC2 welfare benefit plans prior the Control Date, severance benefits offered to each Company Employee shall be determined taking into account all service with the Company, its Subsidiaries (and including, on and after the First Effective Time). None of the above will apply to any employee who is covered by a collective bargaining agreement, as such employee will be subject to the Second Surviving Corporation and applicable collective bargaining agreement. Nothing in the Merger Agreement restricts the right of Parent or any of its Affiliatesaffiliates (including the surviving corporation) and without taking into account to terminate the employment of any reduction employee of RC2 or its subsidiaries after the First completion of the Merger or requires that such employees of RC2 be employed for a period of time following the Effective Time in compensation paid or benefits provided to such Company EmployeeTime. Employees are not third-party beneficiaries of this provision of the Merger Agreement.

Employee Matters. (a) From and after the First Effective Time, the Company shall, and No later than ten (10) Business Days prior to the extent within its controlClosing, Parent shall cause the Company to, honor all Company Benefit Plans in accordance with their terms as in effect immediately before the First Effective Time. For a period ABG will make offers of one year following the Control Date, Parent shall provide, or shall cause to be provided, employment to each current employee of the Company Sellers and the Acquired Companies set forth in Section 5.7(a) of the Sellers Disclosure Schedule (each, an “ABG Employee”). From the Closing Date through December 31, 2019, ABG will provide or cause one of its Subsidiaries (“Company Employees”) Affiliates to provide each ABG Employee who accepts ABG’s offer of employment, for so long as they remain employed by ABG or one of its Affiliates during such period, with (i) an annual base salary or wage rate, as applicable, that is no less than the annual base salary or wage rate provided to the ABG Employee immediately prior to Closing and (ii) all other compensation and cash employee benefits (excluding base salaries and equity target incentive opportunities that, in each case, wage rates) that are no less favorable than were those provided to similarly situated employees of ABG and its Affiliates. In addition, through December 31, 2019, ABG and its Affiliates shall cause each ABG Employee who accepts ABG’s offer of employment that is terminated without cause to receive those severance benefits set forth in Section 5.7(b) of the Company Sellers Disclosure Schedules. For the avoidance of doubt, any ABG Employee immediately before the First Effective Time (it being understood that in lieu who does not accept ABG’s offer of equity compensation awards, Parent may provide Company Employees who, as of immediately employment or continued service prior to the First Effective Time were eligible to receive Company equity compensation awards, long-term incentive awards that are settled in cash in Closing shall be considered an amount sufficient to replace the grant date value “Excluded Employee” for purposes of the Company Employee’s equity compensation opportunity immediately prior to the First Effective Time, provided, thatthis Agreement and, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), and (ii) employee benefits that are no less favorable in the aggregate than the employee benefits provided to the Company Employee immediately before the First Effective Time. Without limiting the generality of the foregoing, (A) Parent shall or shall cause the Second Surviving Corporation to provide to each Company Employee whose employment terminates during the one-year period following the Control Date under circumstances that would give rise to severance benefits under the Company Benefit Plans set forth on Section 5.7(a) of the Company Sellers Disclosure Schedules Schedule, in no event shall Buyers or any Affiliate of either Buyer make any offer of employment or other consulting or similar arrangement to any such Excluded Employee for a period of two (the “Company Severance Plans”), severance benefits in accordance with the terms of the applicable Company Severance Plan in which such Company Employee is eligible to participate immediately prior to the First Effective Time and (B2) during such one-year period years following the Control Closing Date, severance benefits offered to each Company Employee shall be determined taking into account all service with the Company, its Subsidiaries (and including, on and after the First Effective Time, the Second Surviving Corporation and any of its Affiliates) and without taking into account any reduction after the First Effective Time in compensation paid or benefits provided to such Company Employee.

Employee Matters. (a) From and after Parent will cause the First Effective Time, Surviving Corporation to honor the obligations of the Company shallor any of its subsidiaries under the provisions of all employment, consulting, termination, severance, change in control and to the extent within its control, Parent shall cause indemnification agreements between and among the Company toor any of its subsidiaries and any current or former officer, honor all director, consultant or employee of the Company Benefit Plans in accordance with their terms as in effect immediately before or any such subsidiaries. During the First Effective Time. For a period commencing on the Closing Date and ending on the close of one the next fiscal year following ending at least two years from the Control DateClosing Date (the "Continuation Period"), Parent shall provide, or shall cause to be provided, to each the current employee or former employees of the Company and any of its Subsidiaries subsidiaries (“other than employees covered by any collective bargaining agreement) ("Company Employees”") (i) base compensation and cash and equity target incentive opportunities that, in each case, are no less favorable than were provided to the Company Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Employees who, as of immediately prior to the First Effective Time were eligible to receive Company equity compensation awards, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value of the Company Employee’s equity compensation opportunity immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), and (ii) employee benefits that are no less favorable in the aggregate than the employee Applicable Required Benefits, as defined below. "Applicable Required Benefits" shall mean: (i) for Company Employees who are employed by the Company, the compensation and benefits that are provided to the Company Employee immediately before the First Effective Time. Without limiting the generality of the foregoing, (A) Parent shall or shall cause the Second Surviving Corporation to provide to each Company Employee whose employment terminates during the one-year period following the Control Date under circumstances that would give rise to severance benefits under the Company Benefit Plans set forth on Section 5.7(a) of the Company Disclosure Schedules (the “Company Severance Plans”), severance benefits in accordance with the terms of the applicable Company Severance Plan in which such Company Employee is eligible to participate Employees immediately prior to the First Effective Time Closing Date; provided, that beginning on such date, not later than January 1, 2003, as Parent shall determine, the "Applicable Required Benefits" shall mean the compensation and benefits provided to similarly situated employees of Parent (Bdetermined based on position, compensation level and location) during from time to time, if greater (such one-year period following compensation and benefits in the Control aggregate, the "Parent Benefits"); (ii) for all other Company Employees who participate in the employee benefit plans of the Company immediately prior to the Closing Date, severance benefits offered to each Company Employee shall be determined taking into account all service with either the Company, its Subsidiaries (compensation and including, on and after the First Effective Time, the Second Surviving Corporation and any of its Affiliates) and without taking into account any reduction after the First Effective Time in compensation paid or benefits provided to such Company EmployeeEmployees immediately prior to the Closing Date or, at Parent's option, the Parent Benefits provided to similarly situated employees of Parent; (iii) in the case of those Company Employees who do not participate in the employee benefit plans of the Company as of the Closing Date but who are scheduled to begin so participating as of April 2002, (A) until April 2002, the compensation and benefits they are being provided immediately prior to the Effective Time, and from and after April 2002, the compensation and benefits they are scheduled to be provided from and after April 2002, or (B) at Parent's option, the Parent Benefits provided to similarly situated employees of Parent; and (iv) for all other Company Employees, compensation and benefits that are no less favorable in the aggregate than those provided to such Company Employees immediately prior to the Closing Date.

Employee Matters. (a) From and after the First Effective TimeTime until April 29, the Company shall, and to the extent within its control, Parent shall cause the Company to, honor all Company Benefit Plans in accordance with their terms as in effect immediately before the First Effective Time. For a period of one year following the Control Date2018, Parent shall provide, or shall cause its Subsidiaries to be providedprovide, to each current Company employee of who continues to be employed by the Company and Surviving Corporation or its Subsidiaries after the Effective Time (each, a “Company EmployeesEmployee”) (i) base compensation and cash and equity target incentive opportunities that, in each case, are that is no less favorable than were was provided to the Company Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Employees who, as of immediately prior to the First Effective Time were eligible to receive Company equity compensation awards, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value of the Company Employee’s equity compensation opportunity immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), and (ii) employee benefits equity-based incentive opportunities that are no less favorable in than those provided to employees of Parent and its Subsidiaries who are similarly situated to (including with respect to work location) the aggregate applicable Company Employee. In addition, Parent shall provide, or shall cause its Subsidiaries to provide, to each Company Employee (A) from the Effective Time until April 30, 2017, an annual bonus opportunity with bonus targets and related performance metrics that are no less favorable than the employee benefits those provided to the Company Employee immediately before the First Effective Time, and (B) from May 1, 2017 until April 29, 2018, an annual bonus opportunity with bonus targets and related performance metrics that are no less favorable than those applicable to employees of Parent and its Subsidiaries who are similarly situated to (including with respect to work location) the applicable Company Employee. Without limiting Further, Parent shall provide, or shall cause its Subsidiaries to provide, to each Company Employee (1) from the generality Effective Time until April 30, 2017, all other compensation and benefits that, in the aggregate, are no less favorable than those provided to the Company Employee immediately before the Effective Time, and (2) from May 1, 2017 until April 29, 2018, all other compensation and benefits (other than equity-based incentive benefits) that, in the aggregate, are no less favorable than those provided to employees of Parent and its Subsidiaries who are similarly situated to (including with respect to work location) the applicable Company Employee. Notwithstanding any other provision of this Agreement to the contrary and subject to Section 5.9 of the foregoingCompany Disclosure Letter, (A) from the Effective Time until April 29, 2018, Parent shall or shall cause the Second Surviving Corporation to provide to each Company Employee whose employment terminates during the one-year period following the Control Date under circumstances that would give rise to severance benefits who is eligible under the Company Benefit Plans CST Brands, Inc. Severance Plan effective as of February 25, 2016 (a copy of which is set forth on in Section 5.7(a) 5.9 of the Company Disclosure Schedules (Letter, the “Company Severance PlansPlan”)) as of the Effective Time, severance benefits in accordance with equal to the terms greater of (I) the applicable Company Severance Plan in severance benefits to which such Company Employee is eligible to participate immediately prior to then entitled under the First Effective Time and (B) during such one-year period following Severance Plan as described in Section 5.9 of the Control DateCompany Disclosure Letter, severance benefits offered to each Company Employee shall be determined taking into account all service with the Company, its Subsidiaries (and including, on and whether before or after the First Effective Time, and (II) the Second Surviving Corporation severance benefits provided to employees of Parent and its Subsidiaries who are similarly situated to (including with respect to work location) the applicable Company Employee under the severance arrangements of Parent and its Subsidiaries, in each case without duplication of benefits under any of its Affiliates) other Contract or arrangement applicable to such Company Employee and without taking into account any reduction after the First Effective Time in base compensation paid or benefits provided to such Company Employee.

Employee Matters. (a) From Effective as of the Effective Time and after during the First one (1)-year period immediately following the Effective Time, the Company shall, and to the extent within its control, Parent shall cause the Company to, honor all Company Benefit Plans in accordance with their terms as in effect immediately before the First Effective Time. For a period of one year following the Control Date, Parent shall provide, or shall cause the Surviving Company or one of its Subsidiaries to be providedprovide, to each current employee of the Company and or its Subsidiaries as of immediately prior to the Effective Time (collectively, “Company Employees”) ), while the applicable employee remains employed by Parent or the Surviving Company or any of their respective Subsidiaries following the Effective Time, (i) base compensation, target short-term incentive compensation opportunities and cash and target equity target incentive compensation opportunities that, that in each case, are no less favorable than were provided to the applicable Company Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Employees who, as of immediately prior to the First Effective Time were eligible (provided that Parent may elect to receive Company substitute cash incentive compensation opportunities of equivalent value for equity compensation awards, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value of the Company Employee’s equity compensation opportunity immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employeesopportunities), and (ii) all other compensation and employee benefits (other than any defined benefit pension, retiree, medical or life insurance, retention, change in control or equity incentive compensation opportunities) that are no less favorable substantially comparable in the aggregate than the employee benefits to those that were provided to the Company Employee immediately before prior to the First Effective Time. Without limiting the generality of the foregoingIn addition, (A) Parent shall provide, or shall cause the Second Surviving Corporation Company or one of its Subsidiaries to provide provide, to each Company Employee whose employment terminates is involuntarily terminated without cause by the Company during the one-year one (1)-year period following the Control Date under circumstances Effective Time, severance benefits no less favorable than the greater of the severance benefits that would give rise have been provided to severance benefits the Company Employee under the Company Benefit Plans Company’s severance arrangements in effect immediately prior to the Effective Time and set forth on Section 5.7(a5.5(a) of the Company Disclosure Schedules Letter and the severance benefits due under the applicable severance plan of Parent (it being understood that this sentence does not limit the “obligations of Parent or the Surviving Company Severance Plans”or one of its Subsidiaries to honor the terms of any Company Benefit Plan providing severance benefits), severance benefits in accordance with each case, (x) subject to the execution of a release of claims to the extent both permitted by the terms of the applicable Company Severance Plan severance arrangement and applicable Laws and customary in the applicable jurisdiction (which such release of claims shall not include restrictive covenants not applicable to the employee as of the date hereof or terms more onerous to the applicable Company Employee is eligible to participate immediately prior to than those contemplated by the First Effective Time severance arrangement) and (By) during such one-year period following the Control Date, severance benefits offered to each Company Employee shall be determined taking into account all each Company Employee’s service with the Company, Company and its Subsidiaries (and includingany predecessor entities) and, on and after the First Effective TimeClosing, the Second Surviving Corporation Parent and any of its Affiliates) and without taking into account any reduction after the First Effective Time in compensation paid or benefits provided to such Company EmployeeSubsidiaries.

Employee Matters. (a) From and after For the First Effective Time, the Company shall, and to the extent within its control, Parent shall cause the Company to, honor all Company Benefit Plans in accordance with their terms as in effect one (1) year period immediately before the First Effective Time. For a period of one year following the Control Closing Date, Parent shall provide, or shall cause its Subsidiaries to be providedprovide, to each current employee of the Company and or any of its Subsidiaries as of the Closing, to the extent that each such employee remains employed with Parent or any of its Affiliates (including the Surviving Company) as of and following the Closing (any such employee, a “Company EmployeesContinuing Employee”) with: (i) at least the same annual base compensation and salary or wage rate as in effect immediately prior to the Closing Date, (ii) at least the same cash and equity target bonus or other short-term cash incentive opportunities that(excluding any equity-based incentive opportunities) provided to such Continuing Employee by the Company in respect of the fiscal year in which the Closing Date occurs, in each case, are (iii) equity-based incentive compensation opportunities on terms no less favorable than were provided those that Parent provides to the Company Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Employees who, as of immediately prior to the First Effective Time were eligible to receive Company equity compensation awards, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value of the Company Employee’s equity compensation opportunity immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees)employees of Parent, and (iiiv) employee benefits that are no less favorable in the aggregate than the those employee benefits provided to such Continuing Employee by the Company Employee immediately before prior to the First Effective TimeClosing Date until December 31, 2017 and, for the remainder, the same employee benefits as are provided to similarly situated employees of Parent. Without limiting the generality of the foregoingimmediately preceding sentence, (A) Parent shall provide, or shall cause the Second Surviving Corporation its Subsidiaries to provide to provide, each Company Continuing Employee whose employment terminates is terminated by Parent or its Subsidiaries without cause during the one-one (1) year period immediately following the Control Closing Date under circumstances that would give rise to with severance benefits under on the Company Benefit Plans terms and conditions and at the levels set forth on Section 5.7(a6.7(a) of the Company Disclosure Schedules Letter, determined (the “Company Severance Plans”), severance benefits in accordance with the terms of the applicable Company Severance Plan in which such Company Employee is eligible to participate immediately prior to the First Effective Time and (BA) during such one-year period following the Control Date, severance benefits offered to each Company Employee shall be determined taking into account all service with the Company, its Subsidiaries (and including, on and after the First Effective Time, the Second Surviving Corporation and any of its Affiliates) and without taking into account any reduction after the First Effective Time Closing in compensation paid or benefits provided to such Continuing Employee and (B) by taking into account each Continuing Employee’s service with the Company Employeeand its Subsidiaries (and any predecessor entities) and, after the Closing, Parent and its Subsidiaries.

Employee Matters. (a) From During the period commencing at the Effective Time and after ending on the First first anniversary thereof, Xxxxxxx Xxxxxxx shall, or shall cause the Surviving Company to, provide the employees of MidSouth and its Subsidiaries as of the Effective Time (the “Continuing Employees”), for so long as they are employed following the Effective Time, with (i) annual base salary and wages that are no less than the Company shall, and annual base salary or wages in effect for such employee immediately prior to the extent within Effective Time and (ii) incentive compensation opportunities (including equity-based awards) and employee benefits that are substantially comparable to those provided to similarly situated employees of Xxxxxxx Xxxxxxx and its controlSubsidiaries (excluding any frozen benefit plans of Xxxxxxx Xxxxxxx and its Subsidiaries or benefit plans that exclusively provide benefits to grandfathered employees of Xxxxxxx Xxxxxxx and its Subsidiaries); provided that until such time as Xxxxxxx Xxxxxxx fully integrates the Continuing Employees into its plans (which shall occur as soon as reasonably practicable following the Effective Time), Parent shall cause participation in the Company to, honor all Company MidSouth Benefit Plans in accordance with their terms as in effect as of the Effective Time shall be deemed to satisfy the foregoing standard, it being understood that the Continuing Employees may commence participating in the plans of Xxxxxxx Xxxxxxx on different dates following the Effective Time with respect to different benefit plans. For the avoidance of doubt, no Continuing Employee shall be entitled to incentive compensation from Xxxxxxx Xxxxxxx or the Surviving Company in respect of a period prior to the Effective Time, and Xxxxxxx Xxxxxxx and the Surviving Company may proportionately reduce the incentive compensation opportunities contemplated by the immediately before preceding sentence to account for the First portion of any applicable performance period elapsed as of the Effective Time. For a period of one year following beginning at the Control Date, Parent shall provide, or shall cause to be provided, to each current employee of the Company and its Subsidiaries (“Company Employees”) (i) base compensation and cash and equity target incentive opportunities that, in each case, are no less favorable than were provided to the Company Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awardsand continuing through the first anniversary thereof, Parent may provide Company Employees who, as of immediately prior to the First Effective Time were eligible to receive Company equity compensation awards, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value of the Company Employee’s equity compensation opportunity immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), and (ii) employee benefits that are no less favorable in the aggregate than the employee benefits provided to the Company Employee immediately before the First Effective Time. Without limiting the generality notwithstanding any of the foregoing, (A) Parent Xxxxxxx Xxxxxxx or its Subsidiaries shall or shall cause the Second Surviving Corporation to provide severance to each Company Continuing Employee whose employment terminates during of MidSouth and its Subsidiaries pursuant to the one-year period following terms and conditions of the Control Date under circumstances that would give rise severance plan or policy of MidSouth and its Subsidiaries applicable to severance benefits under such Continuing Employees as of the Company Benefit Plans date hereof (as set forth on Section 5.7(a6.6(a) of the Company MidSouth Disclosure Schedules (the “Company Severance Plans”Schedule), severance benefits in accordance with the terms of the applicable Company Severance Plan in which such Company Employee is eligible to participate immediately prior to the First Effective Time and (B) during such one-year period following the Control Date, severance benefits offered to each Company Employee shall be determined taking into account all service with the Company, its Subsidiaries (and including, on and after the First Effective Time, the Second Surviving Corporation and any of its Affiliates) and without taking into account any reduction after the First Effective Time in compensation paid or benefits provided to such Company Employee.

Employee Matters. (a) From Citizens and after its Subsidiaries shall employ as of the First Closing Date those employees who are employed by Republic or its Subsidiaries as of the Effective TimeTime (collectively, the Company shall, and to the extent within its control, Parent shall cause the Company to, honor all Company Benefit Plans in accordance with their terms as in effect immediately before the First Effective Time"COVERED EMPLOYEES"). For a the period of one year following commencing at the Control DateEffective Time and ending on December 31, Parent shall provide2006, the Surviving Corporation shall, or shall cause to be providedits applicable Subsidiaries to, to each current employee of the Company and its Subsidiaries (“Company Employees”) (i) base compensation and cash and equity target incentive opportunities that, in each case, are no less favorable than were provided provide to the Company Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Covered Employees who, as of immediately prior to the First Effective Time were eligible to receive Company equity compensation awards, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value of the Company Employee’s equity compensation opportunity immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), and (ii) employee benefits that are no less favorable substantially comparable in the aggregate than to the employee benefits provided to the Company Employee immediately before the First Effective Time. Without limiting the generality of the foregoing, (A) Parent shall or shall cause the Second Surviving Corporation to provide to each Company Employee whose employment terminates during the one-year period following the Control Date under circumstances that would give rise to severance benefits such Covered Employees under the Company Republic Benefit Plans set forth on Section 5.7(a) of the Company Disclosure Schedules (the “Company Severance Plans”), severance benefits as in accordance with the terms of the applicable Company Severance Plan in which such Company Employee is eligible to participate effect immediately prior to the First Effective Time; PROVIDED that severance benefits will be provided to such Covered Employees under the new severance plan to be implemented as of the Effective Time and in connection with the transactions contemplated by this Agreement. It is the intention of Citizens, to the extent permitted by applicable law, to develop new benefit plans (Bor amend existing benefit plans of Citizens and/or Republic) during (the "New Benefit Plans"), as soon as reasonably practicable after the Effective Time. Once established, on a going forward basis, such one-year period following the Control Datenew benefit plans shall (i) treat similarly situated employees on a substantially equivalent basis, severance benefits offered to each Company Employee shall be determined taking into account all service with relevant factors, including duties, geographic location, tenure, qualifications and abilities and (ii) not discriminate between the Company, its Subsidiaries (and includingSurviving Corporation Employees who were covered by Republic benefit plans, on the one hand, and after those covered by Citizens benefit plans on the First other, at the Effective Time. In order to avoid a lapse in participation, prior to the Second Surviving Corporation and time that any such New Benefit Plans are established, Covered Employees shall either continue to participate in the Republic Benefit Plans or shall participate in one or more of its Affiliates) and without taking into account any reduction after the First Effective Time Citizens Benefit Plans, it being understood that the Covered Employees may commence participating in compensation paid or benefits provided to such Company Employeethe New Benefit Plans on different dates following the Closing Date.

Employee Matters. Subject to the requirements of the Employee Retirement Income Security Act of 1974 (a"ERISA") From and the Code, neither Parent nor the Surviving Entity shall be required to maintain any Company Plan after the First Effective Time. At the Effective Time, each of the Company shall, Stock Plans shall be terminated. To the extent the Surviving Entity elects to terminate a Company Plan after the Effective Time and to the extent within its control, Parent shall cause the V-ONE Corporation 401(k) Plan (the "Company to, honor all Company Benefit Plans in accordance with their terms as in effect immediately before 401(k) Plan") is terminated prior to the First Effective Time. For a period , as determined by Transition Committee (as hereinafter defined), each employee of one year following the Control Date, Parent shall provide, or shall cause to be provided, to each current Surviving Entity at such time who was an employee of the Company and its Subsidiaries (“Company Employees”) (i) base compensation and cash and equity target incentive opportunities that, in each case, are no less favorable than were provided to the Company Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Employees who, as of immediately prior to the First Effective Time ("Company Employee") and entitled to participate in such terminated Company Plan that is employed by SteelCloud (a) shall be entitled to participate in the comparable plan maintained by Parent (the "Parent Plans") to the same extent as similarly situated employees of Parent, (b) shall receive credit for such employee's past service with the Company as of the Effective Time for purposes of determining eligibility, participation and vesting (but not for purposes of benefit accrual under a defined benefit pension plan) under the Parent Plans to the extent such service was credited under the Company Plans on the Closing Date, and (c) shall not be subject to any waiting periods limitations on benefits for pre-existing conditions, active employment requirements or requirements to show evidence of good health under the Parent Plans, including any group health and disability plans, except to the extent such employees were eligible subject to receive such limitations under the Company equity compensation awardsPlans; provided, long-term incentive awards however, that in the case of any Parent Plans that are settled welfare plans that require a waiting period until the first day of a calendar month, such employees shall continue to participate in cash in an amount sufficient to replace a comparable Company Plan until such waiting period has expired. A transition committee (the grant date value "Transition Committee") comprised of directors and/or officers of each of the Company Employee’s equity compensation opportunity immediately prior and Parent has been established to determine the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), and (ii) employee employment benefits that are no less favorable in the aggregate than the employee benefits provided to the Company Employee immediately before the First Effective Time. Without limiting the generality of the foregoing, (A) Parent shall or shall cause the Second Surviving Corporation to provide to each Company Employee whose employment terminates during the one-year period following the Control Date under circumstances that would give rise to severance benefits under the Company Benefit Plans set forth on Section 5.7(a) of the Company Disclosure Schedules (Employees after the “Company Severance Plans”), severance benefits in accordance with the terms of the applicable Company Severance Plan in which such Company Employee is eligible to participate immediately prior to the First Effective Time and (B) during such one-year period following shall in good faith negotiate mutually acceptable terms for the Control Date, severance benefits offered to each Company Employee shall be determined taking into account all service with the Company, its Subsidiaries (and including, on and after the First Effective Time, the Second Surviving Corporation and any of its Affiliates) and without taking into account any reduction after the First Effective Time in compensation paid or benefits provided to such Company EmployeeEmployees.

Employee Matters. (a) From and after For the First one-year period beginning at the Yankees Effective Time, Time (the Company shall, and to the extent within its control“Benefit Continuation Period”), Parent shall cause the Company to, honor all Company Benefit Plans in accordance with their terms as in effect immediately before the First Effective Time. For a period of one year following the Control Date, Parent shall provide, provide or shall cause to be provided, provided to each current employee individual who is employed as of the Yankees Effective Time by Yankees and its Subsidiaries and who remains employed by the Yankees Surviving Company and its Subsidiaries (such employees collectively, the “Company Affected Employees”) (i) base compensation and cash and equity target incentive opportunities thatsalary in an amount no less than the base salary provided to the Affected Employee immediately prior to the Yankees Effective Time, in each case, are (ii) an annual bonus opportunity that is no less favorable than were the annual bonus opportunity provided to the Company Affected Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Employees who, as of immediately prior to the First Yankees Effective Time were eligible to receive Company equity compensation awards, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value of the Company Employee’s equity compensation opportunity immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), and (iiiii) other compensation and employee benefits that are no less favorable in the aggregate than the employee benefits those provided to the Company Affected Employee immediately before prior to the First Yankees Effective Time. Without limiting the generality of the foregoing, during the Benefit Continuation Period, Braves shall (x) provide or cause to be provided to each Affected Employee (A) Parent shall who suffers a termination of employment by the Yankees Surviving Company or shall cause the Second Surviving Corporation to provide to each Company Employee whose employment terminates during the one-year period following the Control Date under circumstances that would give rise to severance benefits under the Company Benefit Plans set forth on Section 5.7(a) any of the Company Disclosure Schedules (the “Company Severance Plans”)its Subsidiaries, severance benefits in accordance with amounts and on terms and conditions no less favorable in the terms aggregate to such Affected Employee than such Affected Employee would have received under the severance plans, programs, policies and arrangements applicable to such Affected Employee as of the applicable Company Severance Plan in which such Company Employee is eligible to participate immediately prior to the First Effective Time date hereof and (B) during such one-year period following defined contribution retirement plan benefits that are no less favorable than the Control Date, severance benefits offered to each Company Employee shall be determined taking into account all service with the Company, its Subsidiaries (and including, on and after the First Effective Time, the Second Surviving Corporation and any of its Affiliates) and without taking into account any reduction after the First Effective Time in compensation paid or defined contribution retirement plan benefits provided to such Company EmployeeAffected Employees on the date hereof, (y) maintain (or caused to be maintained) the same level of employer matching contributions as in effect on the date of this Agreement under the Company’s 401(k) investment savings plan and (z) maintain the Company’s Retirement Accumulation Plan employer contribution levels for existing participants. Notwithstanding the foregoing, the provisions of this Section 4.12(a) shall not apply with respect to Affected Employees whose employment is governed by a collective bargaining or similar agreement.

Employee Matters. (a) From Buyer has issued, or has caused its Affiliate to issue, written offers of employment to all Employees. All employment offers issued by Buyer or its Affiliate under this Section 7.9 shall be effective from and after the First Effective TimeExecution Date and shall provide for the same regular salary or hourly rate, as applicable, as each Employee had with Cardinal III immediately before the Company shallExecution Date for at least one (1) year following the Execution Date, plus equivalent other terms and conditions of employment (including without limitation position, title, duties, responsibilities, insurance and other employee benefits, bonus, incentive opportunity (excluding equity-based compensation), vacation, sick, or other paid leave) substantially comparable, in the aggregate, to the extent within terms and conditions of employment that Buyer or its control, Parent shall cause Affiliates provide to similarly situated employees. Prior to the Company to, honor all Company Benefit Plans Execution Date and in accordance with their the terms and provisions of the Option Agreement, Buyer has previously notified Seller in writing as in effect to the identities of such Employees who have accepted Buyer’s offers of employment (the “Hired Employees”). Seller has caused Cardinal III to accept the resignation or terminate the employment of the Hired Employees effective as of the date immediately before the First Effective TimeExecution Date. For a period of one year following On and after the Control Execution Date, Parent shall provide, or Buyer shall cause each Hired Employee to be providedreceive full credit for such Employee’s service with Cardinal III and any predecessor for purposes of eligibility, benefit level and accrual (but not for purposes of benefit accruals under qualified or non-qualified defined benefit pension plans), and vesting under any benefit plans made available to each current employee employees of Buyer or any Affiliate of Buyer that employs the Company and its Subsidiaries (“Company Employees”) (i) base compensation and cash and equity target incentive opportunities that, Hired Employees in each case, are no less favorable than were provided which a Hired Employee participates to the Company Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Employees who, as of same extent recognized by Cardinal III immediately prior to the First Effective Time were Execution Date; provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits with respect to the same period of service. On and after the Execution Date, Buyer shall or shall cause any Affiliate that employs the Hired Employees to make reasonable efforts to (a) waive any preexisting condition limitations otherwise applicable to Hired Employees and their eligible dependents under any plan of Buyer or its Affiliate that provides health benefits in which Hired Employees may be eligible to receive Company equity compensation awardsparticipate on and after the Closing and (b) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Hired Employee and his or her eligible dependents on or after the Execution Date, long-term incentive awards that are settled in cash in each case to the extent such Hired Employee or eligible dependent had satisfied any similar limitation or requirement under an amount sufficient to replace the grant date value analogous employee plan of the Company Employee’s equity compensation opportunity Cardinal III or Insperity immediately prior to the First Effective Time, Execution Date; provided, thathowever, except as set forth that with respect to any insured plan the obligations of Buyer or its Affiliate hereunder shall be limited to (i) requesting in this Section 5.7(a), good faith that the applicable insurer implement such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees)actions, and (ii) employee benefits that incurring any reasonable administrative costs related thereto, if necessary. The provisions of this Section 7.9 are no less favorable intended to benefit the Parties and nothing in this Agreement, express or implied, is intended or shall be construed to confer upon or give to any other Person (including, for the aggregate avoidance of doubt, any Employees) other than the employee benefits provided to the Company Employee immediately before the First Effective Time. Without limiting the generality Parties and their respective permitted successors and assigns, any legal or equitable or other rights or remedies under or by reason of the foregoing, (A) Parent shall or shall cause the Second Surviving Corporation to provide to each Company Employee whose employment terminates during the one-year period following the Control Date under circumstances that would give rise to severance benefits under the Company Benefit Plans set forth on Section 5.7(a) any provision of the Company Disclosure Schedules (the “Company Severance Plans”), severance benefits in accordance with the terms of the applicable Company Severance Plan in which such Company Employee is eligible to participate immediately prior to the First Effective Time and (B) during such one-year period following the Control Date, severance benefits offered to each Company Employee shall be determined taking into account all service with the Company, its Subsidiaries (and including, on and after the First Effective Time, the Second Surviving Corporation and any of its Affiliates) and without taking into account any reduction after the First Effective Time in compensation paid or benefits provided to such Company Employeethis Agreement.

Employee Matters. (a) From and after the First Effective Time, the Company shall, and to the extent within its control, Parent shall cause the Company to, honor all Company Benefit Plans in accordance with their terms as in effect immediately before the First Effective Time. For a period of one year following the Control DateEffective Time (the “Continuation Period”), Parent Raven shall provide, or shall cause to be provided, to each current employee of the Company Eagle and its Subsidiaries who continues to be employed by Raven or its Subsidiaries following the Effective Time (the “Company Continuing Employees”) ), for so long as such Continuing Employee is employed following the Effective Time, (i) an annual base compensation and cash and equity target incentive opportunities that, in each case, are salary or wage rate that is no less favorable to such Continuing Employee than were the annual base salary or wage rate provided to the Company such Continuing Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Employees who, as of immediately prior to the First Effective Time were eligible Time; (ii) an annual cash bonus opportunity that is no less than the annual cash bonus opportunity that was provided to receive Company equity compensation awards, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value of the Company Employee’s equity compensation opportunity such Continuing Employee immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), ; and (iiiii) employee benefits that are no less favorable in the aggregate than those provided to similarly situated employees of Raven and its Subsidiaries, provided that, for purposes of this clause (iii), the employee benefits generally provided to employees of Eagle and its Subsidiaries as of immediately prior to the Company Employee immediately before Effective Time shall be deemed to be no less favorable in the First Effective Timeaggregate to those provided to similarly situated employees of Raven and its Subsidiaries, it being understood that the Continuing Employees may commence participation in the “employee benefit plans,” as defined in Section 3(3) of ERISA (whether or not subject to ERISA), maintained by Raven or any of its Subsidiaries (collectively, the “New Plans”) at such times as are determined by Raven. Without limiting the generality of Notwithstanding the foregoing, subject to such Continuing Employee executing (Aand not revoking during the applicable revocation period) Parent a release of claims in favor of Raven and its Subsidiaries (including Eagle and its Subsidiaries), Raven shall provide, or shall cause the Second Surviving Corporation to provide be provided, to each Company Continuing Employee (excluding any employee with an individual agreement providing for severance) whose employment terminates during the one-year period following the Control Date Continuation Period under circumstances that would give rise to severance benefits under the Company Benefit Plans set forth on Section 5.7(a5.6(a) of the Company Eagle Disclosure Schedules (the “Company Severance Plans”), Letter severance benefits in accordance with the terms that are set forth on Section 5.6(a) of the applicable Company Severance Plan in which such Company Employee is eligible to participate immediately prior to Eagle Disclosure Letter, and, for the First Effective Time and (B) during such one-year period following the Control Dateavoidance of doubt, severance benefits offered to each Company Employee shall be determined taking into account all of the Continuing Employee’s service with the Company, Eagle and its Subsidiaries (and includingtheir predecessors) for purposes of determining the levels of severance benefits to be provided to such Continuing Employee. For the avoidance of doubt, on and after the First Effective Time, the Second Surviving Corporation and nothing in this Agreement shall require Raven or any of its Affiliates) and without taking into account Subsidiaries to employ any reduction after the First Effective Time in compensation paid or benefits provided to such Company EmployeePerson.

Employee Matters. (a) From and after the First Effective Time, the Company shall, and to the extent within its control, Parent Purchaser shall cause the Company to, honor all Company Benefit Plans and compensation arrangements and agreements in accordance with their terms as in effect immediately before the First Effective TimeTime and shall expressly assume the Change of Control Agreements listed in Section 7.5 of the Company Disclosure Schedule (each a “Change of Control Agreement”), provided that, subject to the balance of this Section 7.5 including the next two sentences, nothing in this Agreement shall prohibit the amendment or termination of any such Company Benefit Plans, arrangements and agreements in accordance with their terms and applicable Law. For a period of one year following after the Control DateEffective Time, Parent Purchaser shall provide, or shall cause to be provided, to each current employee of the Company and its Subsidiaries (each a “Company EmployeesContinuing Employee”) base salary or wages (iinclusive of sales commissions under the commission plans listed in Section 7.5(a) base compensation and cash and equity target incentive opportunities that, in each case, are no less favorable than were provided to the Company Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Employees who, as of immediately prior to the First Effective Time were eligible to receive Company equity compensation awards, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value of the Company Employee’s equity compensation opportunity immediately prior to Disclosure Schedule for sales made before the First Effective Time, provided, that, except as set forth in this Section 5.7(aClosing Date (“Sales Commissions”), such long-term but exclusive of any other bonuses or incentive awards shall have the same terms compensation) and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), and (ii) employee benefits that are no less favorable favorable, in the aggregate aggregate, than the employee base salary or wages (inclusive of Sales Commissions, but exclusive of any other bonuses or incentive compensation) and benefits provided to the Company such Continuing Employee immediately before the First Effective Time. Without limiting Notwithstanding any other provision of this Agreement to the generality of the foregoing, contrary: (Ai) Parent Purchaser shall or shall cause the Second Surviving Corporation and the Surviving Corporation’s Subsidiaries to provide to each Company Employee Continuing Employees whose employment terminates during the one-year period following after the Control Date under circumstances that would give rise to Effective Time with severance benefits under (to the Company Benefit Plans set forth extent such Continuing Employee is not party to a Change of Control Agreement that is in effect at the time of termination) in accordance with the Company’s established past practice and guidelines concerning severance in existence on the date hereof and as disclosed in Section 5.7(a7.5(a) of the Company Disclosure Schedules (the “Company Severance Plans”), severance benefits in accordance with the terms of the applicable Company Severance Plan in which such Company Employee is eligible to participate immediately prior to the First Effective Time Schedule; and (Bii) during such AGREEMENT AND PLAN OF MERGER 42 one-year period following the Control Dateperiod, severance benefits offered to each Company Employee Continuing Employees shall be determined taking into account all service with not less than they would be if such termination occurred as of the Company, its Subsidiaries (and including, on and after the First Effective Time, the Second Surviving Corporation and any of its Affiliates) and without taking into account any reduction after the First Effective Time in compensation paid or benefits provided to such Company Employeedate hereof.

Employee Matters. (a) From and after the First Effective Time, the Company shall, and to the extent within its control, Parent shall cause the Company to, honor all Company Benefit Plans in accordance with their terms as in effect immediately before the First Effective Time. For a period beginning on the Closing Date and continuing thereafter for six (6) months or if shorter, the period of one year employment following the Control DateClosing Date of the relevant Continuing Employee, Parent shall provide, or shall cause to be provided, to each current employee of the Company Surviving Corporation and its Subsidiaries (“Company Employees”) to provide, each Continuing Employee with (i) base salary or other base cash compensation and that are at least the same as the base salary or other base cash and equity target incentive opportunities that, in each case, are no less favorable than compensation that were provided to the Company such Continuing Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Employees who, as of immediately prior to the First Effective Time were eligible to receive Company equity Time, (ii) cash incentive compensation awards, opportunities (including short-term annual cash incentive compensation but excluding long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value of the Company Employee’s or equity compensation opportunity immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such longbased-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), and (iicompensation) employee benefits that are no less favorable in the aggregate than the employee benefits aggregate total cash incentive compensation opportunities provided to the Company Continuing Employee (but excluding long-term cash or equity-based compensation opportunities) immediately prior to the Effective Time, (iii) severance and any other termination pay and benefits plans, practices and policies (excluding any defined benefit pension and retiree medical plans, practices and policies) that are no less favorable than such plans, practices and policies that were applicable to such Continuing Employee immediately before prior to the First Effective Time and (iv) other employee benefits (excluding any defined benefit pension and retiree medical plans, practices and policies and excluding long-term cash or equity-based compensation opportunities)) that are no less favorable in the aggregate than such plans, practices and policies (A) that were applicable to such Continuing Employee immediately prior to the Effective Time, including employer matching contributions under the Company’s 401(k) plan if such plan continues in effect after the Effective Time or (B) then provided to similarly situated employees of Parent or its Subsidiaries. Without limiting the generality of Notwithstanding the foregoing, (Ax) Parent shall shall, or shall cause the Second Surviving Corporation to provide to each Company Employee whose employment terminates and its Subsidiaries to, maintain through the end of the applicable bonus period during which the oneClosing Date occurs those annual (or other short-year period following the Control Date under circumstances that would give rise to severance benefits under the Company Benefit Plans term) cash incentive award programs set forth on Section 5.7(a6.4(a)(i) of the Company Disclosure Schedules (Letter substantially in the “Company Severance Plans”)form as in effect immediately prior to the Effective Time; provided, severance benefits that, for the avoidance of doubt, Parent shall distribute any amounts due under such plans to eligible participants following the end of the applicable bonus period based on actual performance achieved during the applicable performance period as determined based on methodology reasonably approved by the Compensation Committee of the Matrix Board in accordance with the terms of the applicable Company Severance Plan such plans, and such bonus target amounts have been made available to Parent as provided in which such Company Employee is eligible to participate immediately prior to the First Effective Time and Section 3.17(c) (By) during such one-year period following the Control Date, severance benefits offered to each Company Employee shall be determined taking into account all service with the Company, its Subsidiaries (and including, on from and after the First Effective Time, Parent shall, or shall cause the Second Surviving Corporation and its Subsidiaries to, honor the accrued and vested obligations of the Surviving Corporation and its Subsidiaries as of the Effective Time under the Company Plans (including but not limited to any accrued, unused paid time off of Continuing Employees) and (z) from and after the Effective Time, Parent shall, or shall cause the Surviving Corporation to perform all of Company’s obligations under the Employee Matters Agreement pursuant to the terms thereof, including but not limited to continuing obligations owed to current and former RemainCo Service Providers (as defined therein) set forth on Section 6.4(a)(ii) of the Company Disclosure Letter (the “Assumed RemainCo Service Providers”). Following the Closing, Parent shall, or shall cause the Surviving Corporation to, take all actions necessary to perform all of the obligations of the Company or any SpinCo Entity, as applicable, under the agreements listed on Section 6.4(a)(iii) of the Company Disclosure Letter. Parent shall provide, or shall cause the Surviving Corporation and its Subsidiaries to provide, Employees who are covered by a Collective Bargaining Agreement and who continue employment with Parent or any of its Affiliates) Subsidiaries, including the Surviving Corporation, following the Closing with compensation and without taking into account any reduction after benefits in accordance with the First Effective Time applicable Collective Bargaining Agreement as amended, extended or terminated from time to time in compensation paid or benefits provided to such Company Employee.accordance with its terms and applicable Law. 57

Employee Matters. (a) From and after the First Effective Time, the Company shall, and to the extent within its control, Parent shall cause the Company to, honor all Company Benefit Plans in accordance with their terms as in effect immediately before the First Effective Time. For a period of one year twelve (12) months following the Control Effective Time (or, if shorter, the applicable employee’s period of employment following the Closing Date), Parent shall provide, or shall cause to be provided, to each current employee of the Company and its the Company’s Subsidiaries who is employed immediately prior to the Effective Time and who remains employed following the Effective Time (each, a “Company Employee”, and collectively, the “Company Employees”) (i) a base compensation salary or wage rate (as applicable) and an annual target cash incentive opportunity (excluding, for the avoidance of doubt, severance, any change in control, retention or transaction bonus payments, and any equity target or equity-based incentive opportunities opportunity or arrangement) that, in each case, are is no less favorable than were that provided to the Company Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Employees who, as of immediately prior to the First Effective Time were eligible to receive Company equity compensation awards, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value of the Company Employee’s equity compensation opportunity immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), and (ii) broad-based employee health, welfare, and retirement benefits (excluding, for the avoidance of doubt, defined benefit pension, non-qualified deferred compensation, and retiree or other post-employment health and welfare benefits, the “Excluded Benefits”) that are no less favorable substantially similar, in the aggregate than the employee benefits aggregate, to those provided to the Company Employee Employees immediately before the First Effective Time. Without limiting the generality of the foregoingimmediately preceding sentence, (A) Parent shall or shall cause the Second Surviving Corporation to provide to each Company Employee whose employment terminates during the one-year one (1)-year period following the Control Date under circumstances Effective Time severance benefits equal to the severance benefits that would give rise have been provided to severance benefits the Company Employee under the Company Benefit Plans Company’s severance arrangements in effect immediately prior to the Effective Time and set forth on Section 5.7(a4.16(e) of the Company Disclosure Schedules (Letter. Notwithstanding the “foregoing, compensation and employee benefits for Company Severance Plans”), severance benefits Employees covered by a Collective Bargaining Agreement shall be provided in accordance with the applicable Collective Bargaining Agreement as in effect from time to time and shall not be covered by this Section 6.6. For the avoidance of doubt, Parent shall not be prohibited by this Section 6.6(a) from terminating the employment of or changing or modifying the terms and conditions of the applicable Company Severance Plan in which such employment for any Company Employee is eligible to participate immediately prior to the First Effective Time and (B) during such one-year period following the Control Closing Date, severance benefits offered to each Company Employee shall be determined taking into account all service with the Company, its Subsidiaries (and including, on and after the First Effective Time, the Second Surviving Corporation and any of its Affiliates) and without taking into account any reduction after the First Effective Time in compensation paid or benefits provided to such Company Employee.

Employee Matters. (a) From Parent hereby covenants and after the First Effective Timeagrees that, the Company shall, and to the extent within its control, Parent shall cause the Company to, honor all Company Benefit Plans in accordance with their terms as in effect immediately before the First Effective Time. For for a period of commencing upon the Closing Date and ending one year following the Control DateClosing Date (or if shorter, during the period of employment), Parent shall provideshall, or it shall cause to be provided, to each current employee of the Surviving Company and its Subsidiaries (“Company Employees”including the Company) to, (i) provide each employee of the Company as of the Closing Date who is then employed by the Company, the Surviving Company or its Subsidiaries (each, an “Employee”) with at least the same level of base compensation and cash and equity target incentive opportunities that, in each case, are no less favorable than were salary that was provided to the Company each such Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Employees who, as of immediately prior to the First Effective Time were eligible to receive Company equity compensation awardsClosing Date, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value of (ii) provide each Employee who has been with the Company Employee’s equity for at least one year prior to the Closing Date with an incentive compensation opportunity that is at least equal to that provided to such Employee immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), Closing Date and (iiiii) provide the Employees with employee benefits that are no less favorable in the aggregate than the employee benefits provided to the Company Employee immediately before the First Effective Time. Without limiting the generality of the foregoing, (A) Parent shall or shall cause the Second Surviving Corporation to provide to each Company Employee whose employment terminates during the one-year period following the Control Date under circumstances that would give rise to severance benefits under the Company Benefit Plans set forth on Section 5.7(a) of the Company Disclosure Schedules (the “Company Severance Plans”), severance benefits in accordance with the terms of the applicable Company Severance Plan in which such Company Employee is eligible to participate Employees immediately prior to the First Effective Time Closing Date. Employees shall receive credit for their service on or prior to the Closing Date with the Company for all purposes (including, for purposes of eligibility to participate, vesting, benefit accrual and (Beligibility to receive benefits, but excluding the vesting of awards granted pursuant to Section 5.9) during under any employee benefit plan, program or arrangement established or maintained by Parent, the Company, the Surviving Company or any of their respective Subsidiaries under which each Employee may be eligible to participate on or after the Closing Date to the same extent recognized by the Company under comparable plans immediately prior to the Closing Date. Such plan, program or arrangement shall credit each such one-year period following Employee for service accrued or deemed accrued on or prior to the Control Date, severance benefits offered to each Company Employee shall be determined taking into account all service Closing Date with the Company. As soon as is practicable following the Closing Date, its Subsidiaries (Parent shall cause the Company to, and includingRepresentative shall, on negotiate in good faith with respect to the terms of a consulting agreement between such parties. As soon as is practicable following the Closing Date, Parent shall cause the Company to, and after Xxxxx Xxxxxx and Xxxx Xxxxxxxxxx shall, negotiate in good faith with respect to the First Effective Timeterms of employment agreements between such respective parties. For the avoidance of doubt, no Employee or any other current or former employee of the Second Surviving Corporation and any of its Affiliates) and without taking into account any reduction after the First Effective Time in compensation paid Company shall be guaranteed employment hereby or benefits provided be a third-party beneficiary with respect to such Company Employeethis Section 5.11.

Employee Matters. (a) From and after the First Effective Time, the Company shall, and to the extent within its control, Parent shall cause the Company to, honor all Company Benefit Plans in accordance with their terms as in effect immediately before the First Effective Time. For a period of one year following beginning on the Control DateClosing Date and continuing thereafter for twelve (12) months (the “Continuation Period”), Parent shall provide, or shall cause the Surviving Corporation and its Subsidiaries to be providedprovide, to each current employee employees of the Company and its Subsidiaries (“Company Employees”) (i) base compensation and cash and equity target incentive opportunities that, in each case, are no less favorable than were provided to the Company Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Employees who, as of immediately prior to the First Effective Time were eligible who continue employment with Parent or any of its Subsidiaries, including the Surviving Corporation, immediately following the Closing (the “Continuing Employees”) with (i) base salary or other base cash compensation that is at least the same as, in the aggregate, the base salary or other base cash compensation that was provided to receive Company equity compensation awards, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value of the Company Employee’s equity compensation opportunity such Continuing Employee immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), and (ii) employee benefits short-term target cash incentive compensation opportunities (including short-term annual cash incentive compensation but excluding equity or equity-based compensation) that are no less favorable in the aggregate than the employee benefits aggregate total short-term cash incentive compensation opportunities provided to the Company Continuing Employee immediately before the First Effective Time. Without limiting the generality of the foregoing, (A) Parent shall or shall cause the Second Surviving Corporation to provide to each Company Employee whose employment terminates during the one-year period following the Control Date under circumstances that would give rise to severance benefits under the Company Benefit Plans set forth on Section 5.7(a) of the Company Disclosure Schedules (the “Company Severance Plans”), severance benefits in accordance with the terms of the applicable Company Severance Plan in which such Company Employee is eligible to participate immediately prior to the First Effective Time, (iii) severance and any other termination pay and benefits plans, practices and policies that are no less favorable than such plans, practices and policies that were applicable to such Continuing Employee immediately prior to the Effective Time and (iv) other employee benefits (other than any defined benefit pension, retiree welfare, short-term and long-term bonus and short-term and long-term incentive opportunities, change in control and equity or equity-based compensation) that are substantially comparable in the aggregate to those employee benefits (other than any defined benefit pension, retiree welfare, short-term and long-term bonus and short-term and long-term incentive opportunities, change in control and equity or equity-based compensation) in effect for such Continuing Employees immediately prior to the Effective Time. The terms and conditions of employment for any Continuing Employees who are covered by a Collective Bargaining Agreement shall be governed by the applicable Collective Bargaining Agreement subject to the expiration, modification or termination of such Collective Bargaining Agreement in accordance with its terms or applicable Law. Nothing herein shall be deemed to limit the right of Parent or any of their respective Affiliates to (A) terminate the employment of any Continuing Employee at any time for any or no reason, (B) during change or modify the terms or conditions of employment for any Continuing Employee to the extent such one-year period following the Control Date, severance benefits offered to each Company Employee shall be determined taking into account all service change is not inconsistent with the Companyprovisions of this Section 6.3 or (C) adopt, terminate, change or modify any Company Plan or other employee benefit plan or arrangement in accordance with its Subsidiaries (and including, on and after terms; provided that such change or modification does not otherwise violate the First Effective Time, the Second Surviving Corporation and any requirements of its Affiliates) and without taking into account any reduction after the First Effective Time in compensation paid or benefits provided to such Company Employeethis Section 6.3.

Employee Matters. (a) From Purchaser hereby covenants and after the First Effective Timeagrees that, the Company shall, and to the extent within its control, Parent shall cause the Company to, honor all Company Benefit Plans in accordance with their terms as in effect immediately before the First Effective Time. For for a period of commencing upon the Closing Date and ending one year following the Control DateClosing Date (or if shorter, Parent shall provideduring the period of employment), Purchaser shall, or it shall cause to be provided, to each current employee of the Company and its Subsidiaries (“Company Employees”) to, (i) provide each employee of the Company as of the Closing Date who is then employed by the Company or its Subsidiaries (each, an “Employee”) with at least the same level of base compensation and cash and equity target incentive opportunities that, in each case, are no less favorable than were salary that was provided to the Company each such Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Employees who, as of immediately prior to the First Effective Time were eligible to receive Company equity compensation awardsClosing Date, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value of (ii) provide each Employee who has been with the Company Employee’s equity for at least one year prior to the Closing Date with an incentive compensation opportunity that is at least equal to that provided to such Employee immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), Closing Date and (iiiii) provide the Employees with employee benefits that are no less favorable in the aggregate than the employee benefits provided to the Company Employee immediately before the First Effective Time. Without limiting the generality of the foregoing, (A) Parent shall or shall cause the Second Surviving Corporation to provide to each Company Employee whose employment terminates during the one-year period following the Control Date under circumstances that would give rise to severance benefits under the Company Benefit Plans set forth on Section 5.7(a) of the Company Disclosure Schedules (the “Company Severance Plans”), severance benefits in accordance with the terms of the applicable Company Severance Plan in which such Company Employee is eligible to participate Employees immediately prior to the First Effective Time Closing Date. Employees shall receive credit for their service on or prior to the Closing Date with the Company for all purposes (including, for purposes of eligibility to participate, vesting, benefit accrual and (Beligibility to receive benefits, but excluding the vesting of awards granted pursuant to the Merger Agreement) during under any employee benefit plan, program or arrangement established or maintained by Purchaser, the Company or any of their respective Subsidiaries under which each Employee may be eligible to participate on or after the Closing Date to the same extent recognized by the Company under comparable plans immediately prior to the Closing Date. Such plan, program or arrangement shall credit each such one-year period following Employee for service accrued or deemed accrued on or prior to the Control Date, severance benefits offered to each Company Employee shall be determined taking into account all service Closing Date with the Company. For the avoidance of doubt, its Subsidiaries (and including, on and after no Employee or any other current or former employee of the First Effective Time, the Second Surviving Corporation and any of its Affiliates) and without taking into account any reduction after the First Effective Time in compensation paid Company shall be guaranteed employment hereby or benefits provided be a third-party beneficiary with respect to such Company Employeethis Section 5.8.

Employee Matters. (a) From and after No later than the First Effective Timefirst Business Day following the Closing Date, the Company shall, and to the extent within its control, Parent Buyer shall cause the Company to, honor all Company Benefit Plans in accordance with their terms as in effect immediately before the First Effective Time. For a period of one year following the Control Date, Parent shall providemake an offer, or shall cause one of its respective Subsidiaries to be providedmake an offer of, employment to each current employee Business Employee; provided that with respect to any Business Employee who is, as of the Company Closing, on long-term leave from his or her employment, including long-term disability or other approved leave of absence, Buyer shall not be required to extend such Business Employee an offer of employment unless and its Subsidiaries (“Company Employees”) until such Business Employee returns to active employment status within six months following the Closing Date. Any offers of employment with Buyer or an Affiliate of Buyer may be subject to such reasonable conditions as Buyer or such Affiliate may designate. All such offers of employment to Business Employees shall provide for employment with the Buyer or a Subsidiary of the Buyer to commence effective as of 12:00 a.m., local time, on the day immediately following the Closing Date. Unless otherwise agreed by the Parties, such offers of employment will provide for a period of 12 months following the Closing Date (i) annual base compensation salary or base wages and short-term cash and equity target incentive bonus opportunities that(other than long term incentives, change in control, transaction, retention or other special one-time bonuses), that in each case, case are no less favorable than were substantially comparable to #93878383v22 annual base salary or base wages and short-term cash incentive bonus opportunities provided to the Company such Business Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Employees who, as of immediately prior to the First Effective Time were eligible to receive Company equity compensation awards, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value of the Company Employee’s equity compensation opportunity immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees)Closing, and (ii) employee benefits (excluding equity compensation, defined benefit pension benefits or retiree medical benefits and severance) that are no less favorable in the aggregate than the employee are substantially comparable to those benefits that are provided to the Company Employee immediately before the First Effective Time. Without limiting the generality similarly situated employees of the foregoing, (A) Parent shall Buyer or shall cause the Second Surviving Corporation to provide to each Company Employee whose employment terminates during the one-year period following the Control Date under circumstances that would give rise to severance benefits under the Company Benefit Plans set forth on Section 5.7(a) one of the Company Disclosure Schedules (the “Company Severance Plans”), severance benefits in accordance with the terms of the applicable Company Severance Plan in which such Company Employee is eligible to participate its Subsidiaries immediately prior to the First Effective Time Acquisition. The Parent, Seller and (B) during such one-year period following the Control Datetheir respective Affiliates shall not interfere with any attempt by Buyer or its Subsidiaries to employ any Business Employee, severance benefits offered including by discouraging any Business Employee from accepting an offer of employment with Buyer or its Subsidiaries, by making a competing offer or by any other action reasonably expected to each Company dissuade any Business Employee from accepting any offer of employment with Buyer or its Subsidiaries. Each Business Employee who accepts an offer of employment and commences active employment with Buyer or its Subsidiaries shall be determined taking into account all service with the Company, its Subsidiaries (and including, on and after the First Effective Time, the Second Surviving Corporation and any of its Affiliates) and without taking into account any reduction after the First Effective Time in compensation paid or benefits provided referred to such Company herein as a “Transferred Employee.”

Employee Matters. As set forth in the Merger Agreement, Wonder will (a) From and after the First Effective Time, the Company shall, and to the extent within its control, Parent shall or will cause the Company Surviving Corporation to), honor all Company Benefit Plans in accordance with their terms as in effect immediately before the First Effective Time. For for a period of one year following the Control Date, Parent shall provideEffective Time, or shall cause to be providedsuch shorter period as a Blue Apron employee remains employed,(the “Continuation Period”), provide to each current employee of the Company and its Subsidiaries Blue Apron or Blue Apron Subsidiary (each, a “Company EmployeesBlue Apron Employee”) (i) a base compensation and cash and equity target incentive opportunities that, in each case, are salary or wage rate no less favorable than were the base salary or wage rate provided to the Company Employee such employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Employees who, as of immediately prior to the First Effective Time were eligible to receive Company equity compensation awards, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value of the Company Employee’s equity compensation opportunity immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), and (ii) commission opportunities and annual cash bonus opportunities, in each case no less favorable than the commissions and annual cash bonus opportunities, respectively, provided to such employee immediately before the Effective Time and (iii) other employee benefits that are no less favorable favorable, in the aggregate aggregate, than the employee other benefits provided to the Company Employee such employee immediately before the First Effective Time. Without For all purposes (including purposes of vesting, eligibility to participate and level of benefits) under any employee benefits plan sponsored, maintained, contributed to (or required to be contributed to) by Wonder or any of its subsidiaries used by Wonder or any of its subsidiaries to provide benefits to any Blue Apron Employee after the Effective Time (such plans, “New Plans”), each Blue Apron Employee will, subject to applicable law and applicable tax qualification requirements, be credited with his or her years of service with Blue Apron and the Blue Apron Subsidiaries and their respective predecessors before the Effective Time, to the same extent as such Blue Apron Employee was entitled, before the Effective Time, to credit for such service by Bule Apron or a Blue Apron Subsidiary; provided that the foregoing will not apply to the extent that its application would result in a duplication of benefits or provide credit under a defined benefit or frozen plan of Wonder and its affiliates. In addition, and without limiting the generality of the foregoing, (Ai) Parent shall each Blue Apron Employee will 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 an existing Blue Apron employee benefit plan (“Company Employee Plans”) in which such Blue Apron Employee participated immediately before the Effective Time and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical or shall vision benefits to any Blue Apron Employee, Wonder will cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such Blue Apron Employee and his or her covered dependents. If any Blue Apron Employee (who is not otherwise a party to an employment agreement, offer letter or similar agreement or arrangement or any amendment or supplement of any of the foregoing, in each case that provides for a different treatment with respect to severance) whose employment is terminated on or prior to the first anniversary of the Effective Time under circumstances under which such Blue Apron Employee would have received severance benefits under Blue Apron’s existing severance guidelines, Wonder will cause the Second Surviving Corporation to provide to each Company that such Blue Apron Employee whose employment terminates during the one-year period following the Control Date under circumstances that would give rise will be entitled to severance benefits under from the Company Benefit Plans set forth on Section 5.7(a) of the Company Disclosure Schedules (the “Company Severance Plans”), severance benefits Surviving Corporation determined in accordance with the terms Merger Agreement and Disclosure Letter. Nothing in the foregoing will otherwise prohibit Wonder, Blue Apron or any of their subsidiaries from amending or terminating (in accordance with any applicable terms), or will be construed as creating, amending or terminating any employee benefit plan, Company Employee Plan, New Plan or any other compensation or benefit plan, program, policy, practice, agreement and arrangement sponsored or maintained by Blue Apron, Wonder or any of their subsidiaries, and nothing in the Merger Agreement will otherwise require Blue Apron, Wonder or any of their respective subsidiaries to create or continue any particular compensation or benefit plan, program, policy, practice, agreement or arrangement after the Effective Time TABLE OF CONTENTS or to employ any particular person on any particular terms. The foregoing provisions do not apply to individuals who are covered by collective bargaining, works council or other collective representation agreements and are solely for the benefit Blue Apron, Wonder and Purchaser, and no current or former employee, officer, director, manager or consultant, or any other individual, will be regarded for any purpose as a third party beneficiary of the applicable Company Severance Plan in which such Company Employee is eligible to participate immediately prior to the First Effective Time and (B) during such one-year period following the Control Date, severance benefits offered to each Company Employee shall be determined taking into account all service with the Company, its Subsidiaries (and including, on and after the First Effective Time, the Second Surviving Corporation and any of its Affiliates) and without taking into account any reduction after the First Effective Time in compensation paid or benefits provided to such Company Employeeforegoing.

Employee Matters. (a) From TreeHouse and after its Affiliates shall ensure that all Contributor Employees are employed by a Group Company prior to the First Effective TimeClosing. During the period commencing on the Closing Date and ending on the first anniversary of the Closing Date, or, if earlier, the Company termination date of an applicable Continuing Employee (the “Continuation Period”), the Buyer shall, and to the extent within its control, Parent shall cause the Company to, honor all Company Benefit Plans in accordance with their terms as in effect immediately before the First Effective Time. For a period of one year following the Control Date, Parent shall provide, or shall cause its Affiliate to be provided, to provide each current employee of a Group Company immediately after the Company and its Subsidiaries Closing (each, a “Company EmployeesContinuing Employee”) ), during the Continuation Period, with (i) a base salary or wage level and a target annual cash incentive compensation and cash and equity target incentive opportunities that, in each case, opportunity at rates that are no less favorable than were the base salary or wage level and target annual cash incentive compensation opportunity provided to the Company such Continuing Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Employees who, as of immediately prior to the First Effective Time were eligible to receive Company equity compensation awards, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value of the Company Employee’s equity compensation opportunity immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), Closing and (ii) employee benefits (excluding any equity or equity-based, nonqualified deferred compensation, retention, severance, incentive, bonus, change in control or transaction compensation or arrangements or defined benefit pension or post-termination or retiree health or welfare benefits (together, the “Excluded Benefits”)) that are substantially comparable, in the aggregate, to those provided to the Continuing Employees (as a group) immediately prior to the Closing (other than the Excluded Benefits). In addition, with respect to any Continuing Employee whose employment is involuntarily terminated by the Buyer without “cause” (and not due to the Continuing Employee’s death or “disability”) during the Continuation Period, unless otherwise agreed to between the Continuing Employee and Buyer or its Affiliate, the Buyer shall, or shall cause its Affiliate to, provide severance and termination benefits (excluding equity or equity-based acceleration) that are no less favorable in the aggregate than than, and are on the employee same terms and conditions (i.e., subject to execution and non-revocation of a release) as, the severance and termination benefits provided (excluding equity or equity-based acceleration) to the Company which such Continuing Employee immediately before the First Effective Time. Without limiting the generality of the foregoing, (A) Parent shall or shall cause the Second Surviving Corporation would have been entitled to provide receive upon such termination pursuant to each Company Employee whose employment terminates during the one-year period following the Control Date under circumstances that would give rise to severance benefits under the Company Benefit Plans set forth on Section 5.7(a) of the Company Disclosure Schedules (the “Company Severance Plans”), severance benefits in accordance with the terms of the applicable Company Severance Employee Plan set forth on Section 3.10(a) of the Disclosure Schedules, as in which such Company Employee is eligible effect on, and in the form provided to participate the Buyer prior to, the day immediately prior to the First Effective Time date hereof; provided that, notwithstanding the foregoing, in no case will a Continuing Employee located in Canada be provided with less than their termination and severance entitlements as required under applicable Laws, regardless of whether their employment ceased on a voluntary or involuntary basis or for any other reason. Notwithstanding any other provision of this Agreement, Sellers and their Affiliates (Bexcluding any Group Company) during shall be solely responsible for the provision of long-term disability benefits for any Continuing Employee who: (x) is or will be in receipt of long-term disability benefits under a Seller Plan as of the Closing Date or, if applicable, the end of the applicable services period under the Transition Services Agreement or (y) is or will be in receipt of (or in a runout period to become eligible to receive) short-term disability benefits or workers’ compensation benefits as of the Closing Date or, as applicable, the end of the applicable service period under the Transition Services Agreement and subsequently becomes eligible for long-term disability benefits with respect to such onedisabling event that occurs prior to the Closing Date or the end of the applicable service period under the Transition Services Agreement. To the extent necessary to enable the relevant Continuing Employee to continue receiving long-year term disability benefits, Seller or one of its Affiliates (excluding any Group Company) shall retain or accept the transfer of the employment of such Continuing Employee and be solely responsible for the provision of benefits and compensation to and all other costs and liabilities relating to such Continuing Employee unless and until such individual is able to return to active employment with a Group Company. The Buyer shall cause a Group Company to offer employment to any such Continuing Employee to the extent such Person is subsequently able to commence active employment within a six-month period immediately following the Control Date, severance benefits offered to each Company Employee shall be determined taking into account all end of the applicable service with period under the Company, its Subsidiaries (and including, on and after the First Effective Time, the Second Surviving Corporation and any of its Affiliates) and without taking into account any reduction after the First Effective Time in compensation paid or benefits provided to such Company EmployeeTransition Services Agreement.

Employee Matters. (a) From During the period commencing at the Effective Time and after for twelve (12) months following the First Effective TimeTime (the “Continuation Period”), the Company Parent shall, and to the extent within its control, Parent shall cause the Company Surviving Corporation to, honor all provide the individuals who are employed by the Company Benefit Plans in accordance with their terms as in effect or a Company Subsidiary immediately before prior to the First Effective Time. For a period of one year following Time and who remain employed thereafter by the Control DateSurviving Corporation, Parent shall provide, or shall cause to be provided, to each current employee any of the Company and its their Subsidiaries (each, a “Company EmployeesEmployee”) with (i) a base compensation and cash and equity target incentive opportunities that, in each case, are salary or wage rate that is no less favorable than were that provided to the Company Employee immediately before prior to the First Effective Time Time, (it being understood ii) target annual cash incentive compensation opportunities that in lieu of equity are no less favorable to those target annual cash incentive compensation awards, Parent may provide opportunities provided to the Company Employees who, as of Employee immediately prior to the First Effective Time were eligible to receive Company equity Time, (iii) solely for Key Personnel, target equity-based incentive compensation awards, long-term incentive awards opportunities that are settled no less in cash in an dollar amount sufficient than those target equity-based incentive compensation opportunities provided to replace the grant date value of the Company Employee’s equity compensation opportunity Key Personnel immediately prior to the First Effective TimeTime (excluding, for the avoidance of doubt, any retention grants); provided, that, except as set forth in this Section 5.7(a), such longthat the Company and Parent acknowledge and agree that any equity-term based incentive awards shall have provided to the same Company Employees following the Effective Time may (A) vest in accordance with terms and conditions as those applicable or subject to performance criteria that differ from such terms and conditions or performance criteria that applied to awards held by Company Employees prior to the equity awards granted by Parent to its similarly situated employees)Closing Date and (B) be payable solely in cash, and (iiiv) employee benefits that are substantially comparable, in the aggregate, to those provided to the Company Employees immediately prior to the Effective Time; provided, that Parent shall, and shall cause the Surviving Corporation to (A) continue to maintain the Retirement Plan for Salaried Employees, as in effect on the date hereof (the “Retirement Plan”), without modification, through December 31, 2024, in accordance with those communications previously issued to the Company Employees regarding the same, and (B) maintain those certain Company Benefit Plans, as they exist as of the date of this Agreement, for those Company Employees who are currently eligible to participate in such Company Benefit Plans, as are listed in Section 6.09(a)(i) of the Company Disclosure Schedule. During the Continuation Period, Parent shall, and shall cause the Surviving Corporation to, provide each Company Employee who experiences a termination of employment with the Surviving Corporation, Parent or any of their Subsidiaries severance benefits that are no less favorable in the aggregate than the employee benefits provided to the Company Employee immediately before the First Effective Time. Without limiting the generality of the foregoing, (A) Parent shall or shall cause the Second Surviving Corporation to provide to each Company Employee whose employment terminates during the one-year period following the Control Date under circumstances that would give rise to severance benefits under the Company Benefit Plans those set forth on in Section 5.7(a6.09(a)(ii) of the Company Disclosure Schedules (the “Company Severance Plans”), severance benefits in accordance with the terms of the applicable Company Severance Plan in which such Company Employee is eligible to participate immediately prior to the First Effective Time and (B) during such one-year period following the Control Date, severance benefits offered to each Company Employee shall be determined taking into account all service with the Company, its Subsidiaries (and including, on and after the First Effective Time, the Second Surviving Corporation and any of its Affiliates) and without taking into account any reduction after the First Effective Time in compensation paid or benefits provided to such Company EmployeeSchedule.

Employee Matters. (a) From and after the First Effective Time, the Company shall, and to the extent within its control, Parent shall cause the Company to, honor all Company Benefit Plans in accordance with their terms as in effect immediately before the First Effective Time. For a period of one year twelve (12) months following the Control DateEffective Time (or, if earlier, until the date of termination of the relevant Continuing Employee) (the “Continuation Period”), Parent shall provide, provide or shall cause to be provided, to each current employee of the Company and its Subsidiaries (“Company Employees”) (i) base compensation and cash and equity target incentive opportunities that, in each case, are no less favorable than were provided to the Company Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Employees who, as of immediately prior to the First Effective Time were eligible to receive Company equity compensation awards, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value of the Company Employee’s equity compensation opportunity immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), and (ii) employee benefits that are no less favorable in the aggregate than the employee benefits provided to the Company Employee immediately before the First Effective Time. Without limiting the generality of the foregoing, (A) Parent shall or shall cause the Second Surviving Corporation to provide to each individual who is a Company Employee whose employment terminates during immediately prior to the one-year period Effective Time and continues to be employed immediately following the Control Date under circumstances Effective Time by Parent or the Surviving Corporation or any Subsidiary thereof (each, a “Continuing Employee”), (i) salary and target annual cash incentive opportunities that are each no less favorable than those provided to such Continuing Employee immediately prior to the Effective Time, (ii) severance benefits on a severance-qualifying termination of employment that are no less favorable than those that would give rise be provided to severance benefits such Continuing Employee on a severance-qualifying termination of employment under the Employee Plan applicable to such Continuing Employee as in effect immediately prior to the Effective Time, in each case as identified on Section 4.17(a) of the Company Benefit Disclosure Schedule and (iii) other employee benefits (excluding any equity or equity-based, nonqualified deferred compensation, retention, incentive, bonus, change in control, transaction, defined benefit and post-employment welfare benefits) that are substantially comparable in the aggregate to those provided to such Company Employee by the Company or the applicable Subsidiary immediately prior to the Effective Time under the Employee Plans set forth on Section 5.7(a4.17(a) of the Company Disclosure Schedules Schedule. Parent shall use reasonable best efforts to ensure that each Continuing Employee shall be immediately eligible to participate, without any waiting time, in any and all benefit plans of Parent, the Surviving Corporation or their respective Subsidiaries (the “Company Severance Surviving Corporation Plans”), severance benefits in accordance with ) to the terms of same extent coverage under any such Surviving Corporation Plan replaces coverage under the applicable Company Severance corresponding Employee Plan in which such Company Continuing Employee is eligible to participate participates immediately prior to the First Effective Time and (B) during to the same extent such one-year period following waiting time requirements were satisfied under the Control Datecorresponding Employee Plan. For the avoidance of doubt, severance benefits offered to each Company Employee shall be determined taking into account all service with any termination or modification of the Company, its Subsidiaries ’s Executive Severance Plan (and including, on and after whether during the First Effective Time, Continuation Period or thereafter) must comply with Section 17 of such plan as in effect immediately prior to the Second Surviving Corporation and any of its Affiliates) and without taking into account any reduction after the First Effective Time in compensation paid or benefits provided to such Company Employeedate hereof.

Employee Matters. (a) From During the period beginning on the Closing and after ending on the First Effective Time, the Company shall, and to the extent within its control, Parent shall cause the Company to, honor all Company Benefit Plans in accordance with their terms as in effect immediately before the First Effective Time. For a period of one year following anniversary of the Control Closing Date, Parent Buyer (or any member of the Buyer Group) shall provide, or shall cause to be provided, to each current employee provide employees of the Company and its Subsidiaries (other than the Sellers), who remain employed by the Buyer (or any member of the Buyer Group) following the Closing (each, a “Company EmployeesContinuing Employee”) (i) with base compensation salaries or wages and annual cash and equity target incentive opportunities that, in each case, are no less favorable than were provided to the Company Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Employees who, as of immediately prior to the First Effective Time were eligible to receive Company equity compensation awards, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value of the Company Employee’s equity compensation opportunity immediately prior to the First Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), and (ii) employee benefits that are no less favorable in the aggregate than the base salaries or wages and annual cash incentive opportunities, provided to such Continuing Employees immediately prior to the Closing Date, and (ii) with employee benefits (including severance and excluding equity arrangements, phantom equity arrangements, retiree health and welfare benefits and defined benefit pension plans) that are substantially comparable in the aggregate to such benefits provided to such Continuing Employees under the Company Employee applicable Plans immediately before prior to the First Effective TimeClosing Date. Without limiting the generality of the foregoingThe Buyer shall not, (A) Parent shall or and shall cause the Second Surviving Corporation Company not to, terminate or materially modify the Company’s bonus plan for 2019, and the Buyer shall, and shall cause the Company to, pay on or prior to provide December 31, 2019 all amounts earned under the Company’s bonus plan for 2019 in accordance therewith and in the mediums prescribed in the applicable offer letters delivered to Continuing Employees, upon attainment of the applicable performance measures (which shall not be materially modified by the Buyer) and subject to the terms of the Company’s bonus plan for 2019. For purposes of determining (i) eligibility to participate, (ii) level of benefits and vesting, and (iii) benefit accruals under any severance or paid time off policies or plans, in each case, under any “employee benefit plan,” as defined in Section 3(3) of ERISA or any other benefit plan or arrangement maintained by the Buyer Group in which any Continuing Employee is eligible to participate on or after the Closing Date (including any vacation, sick pay and severance program), each Continuing Employee’s service with the Company Employee whose employment terminates during (as well as service with any predecessor employer) prior to the one-year period following Closing Date shall be treated as service with the Control Buyer Group as of the Closing Date to the same extent that such service was recognized prior to the Closing Date under circumstances a comparable Plan in which such Continuing Employee participated; provided that the foregoing shall not apply to the extent that it would give rise result in any duplication of analogous benefits for the same period of service or the crediting of service under a newly established plan of the Buyer Group for which prior service is not taken into account for similarly situated employees of the Buyer Group generally. From and after the Closing, the Buyer shall continue to severance benefits under the Company Benefit Plans set forth on Section 5.7(a) honor, pay, perform and satisfy any and all liabilities, obligations and responsibilities to, or in respect of, each Continuing Employee, and each employee, officer, director, or consultant of the Company Disclosure Schedules (whether current, former or retired) or their dependents, spouses, or beneficiaries, arising under the “Company Severance Plans”)terms of, severance benefits or in connection with, any Plan in accordance with the terms thereof. Following the Closing, none of the applicable Company, Buyer or any other member of the Buyer Group shall be required to make any payment to or on behalf of any Seller or GP Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other payment owed by such Seller to any GP Entity or FP Fund. Following the Closing, the Company Severance Plan or the Buyer (or any member of the Buyer Group) shall be responsible for any contributions required to be made by any Continuing Employee (but not, for the avoidance of doubt, any Seller) to any GP Entity in existence on the Closing Date, to be funded in such a manner as determined by the Company, the Buyer or such member of the Buyer Group, including by way of any management fee offset permitted under the limited partnership agreement or limited liability company (or equivalent) of any FP Fund. With respect to any group health plan maintained by the Buyer Group in which such Company any Continuing Employee is eligible to participate immediately prior on or after the Closing Date, Buyer shall (or shall cause the Buyer Group to) use commercially reasonable efforts to waive preexisting conditions, limitations, exclusions, evidence of insurability, required physical exams, actively-at-work requirements, waiting periods and similar limitations and requirements with respect to participation by and coverage of such Continuing Employee (and his or her eligible dependents). This Section 9.3(a) shall be binding upon and inure solely to the First Effective Time benefit of each of the parties to this Agreement, and (B) during such one-year nothing in this Section 9.3(a), express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 9.3(a). Nothing contained herein, express or implied, is intended to confer upon any employee of the Company any right to continued employment for any period following the Control Dateor continued receipt of any specific employee benefit, severance benefits offered shall constitute an amendment to each Company Employee shall be determined taking into account all service with the Companyor any other modification of any Plan, its Subsidiaries (and including, on and after the First Effective Time, the Second Surviving Corporation and or create any of its Affiliates) and without taking into account any reduction after the First Effective Time in right to compensation paid or benefits provided to such Company Employeeof any nature or kind whatsoever.

Employee Matters. (a) From Effective as of the Teton Merger Effective Time and after during the First Effective Time, the Company shall, and to the extent within its control, Parent shall cause the Company to, honor all Company Benefit Plans in accordance with their terms as in effect one-year period immediately before the First Effective Time. For a period of one year following the Control DateTeton Merger Effective Time (the “Continuation Period”), Parent shall provide, or shall cause the Surviving Company to be providedprovide, to each current employee of the Company and or its Subsidiaries who continues to be employed by Parent or the Surviving Company or any of their respective Subsidiaries following the Teton Merger Effective Time (collectively, the “Company Employees”), (a) a total target compensation opportunity (i) composed of base compensation and cash short- and equity long-term incentive target incentive opportunities opportunity) that, in each casethe aggregate, are is no less favorable than were that provided to the Company Employee immediately before the First Teton Merger Effective Time (it being understood Time, provided that in lieu of equity compensation awards, Parent may provide Company Employees who, as of immediately prior to the First Effective Time were eligible to receive Company equity compensation awards, long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value of the a Company Employee’s equity base compensation opportunity shall not be reduced from that in effect immediately prior to before the First Teton Merger Effective Time, provided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), Time and (iib) all other compensation and employee benefits that are no less favorable in the aggregate than the employee benefits were provided to the Company Employee immediately before the First Teton Merger Effective TimeTime (in each case without regard to sign-on bonuses, retention bonuses, or transaction-based compensation). Without limiting the generality of the foregoingIn addition, (A) Parent shall provide, or shall cause the Second Surviving Corporation Company to provide provide, to each Company Employee whose employment terminates is involuntarily terminated by the Company during the Continuation Period, severance benefits no less favorable than the greater of the severance benefits that would have been provided to the Company Employee under the Company’s severance arrangements or practices in effect immediately prior to the Teton Merger Effective Time or the severance benefits due under the applicable severance plan of Parent (it being understood that this sentence does not limit the obligations of Parent or the Surviving Company to honor the terms of any Company Benefit Plan providing severance benefits as then in effect). In addition, effective as of the Teton Merger Effective Time and during the one-year period immediately following the Control Date under circumstances that would give rise to severance benefits under Teton Merger Effective Time, Parent shall, or shall cause the Surviving Company Benefit Plans set forth on to, comply with the terms of Section 5.7(a6.5(a) of the Company Disclosure Schedules (the “Company Severance Plans”), severance benefits in accordance with the terms of the applicable Company Severance Plan in which such Company Employee is eligible to participate immediately prior to the First Effective Time and (B) during such one-year period following the Control Date, severance benefits offered to each Company Employee shall be determined taking into account all service with the Company, its Subsidiaries (and including, on and after the First Effective Time, the Second Surviving Corporation and any of its Affiliates) and without taking into account any reduction after the First Effective Time in compensation paid or benefits provided to such Company EmployeeSchedule.

Employee Matters. (a) From and after the First Company Merger Effective Time, Time and for the period ending on the first anniversary of the Company shallMerger Effective Time (or, and to the extent within its controlif shorter, during any applicable period of employment), Parent shall provide or cause the Company to, honor all Company Benefit Plans in accordance with their terms as in effect immediately before the First Effective Time. For a period of one year following the Control Date, Parent shall its Subsidiaries to provide, or shall cause to be provided, to each current employee of individual who was employed by the Company and its Subsidiaries (“or any Company Employees”) (i) base compensation and cash and equity target incentive opportunities that, in each case, are no less favorable than were provided to the Company Employee immediately before the First Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Employees who, Subsidiary as of immediately prior to the First Company Merger Effective Time were eligible (each, a “Company Employee”), (i) a base salary or wage rate, as applicable, that is no less favorable than the base salary or wage rate in effect with respect to receive such Company equity Employee immediately prior to the Company Merger Effective Time, (ii) an annual cash bonus opportunity that is no less favorable than the annual cash bonus opportunity provided to such Company Employee immediately prior to the Company Merger Effective Time, and (iii) other compensation awardsand benefits (including severance benefits, paid-time off, and health insurance, but excluding equity-based compensation and long-term incentive awards compensation) that are settled substantially comparable, in cash in an amount sufficient the aggregate, to replace the grant date value of the other compensation and benefits provided to such Company Employee’s equity compensation opportunity Employee immediately prior to the First Company Merger Effective Time. Parent shall, providedor shall cause its designated Subsidiary to, that, except as assume and honor the terms of the severance arrangements set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), and (ii) employee benefits that are no less favorable in the aggregate than the employee benefits provided to the Company Employee immediately before the First Effective Time. Without limiting the generality of the foregoing, (A) Parent shall or shall cause the Second Surviving Corporation to provide to each Company Employee whose employment terminates during the one-year period following the Control Date under circumstances that would give rise to severance benefits under the Company Benefit Plans set forth on Section 5.7(a5.9(a) of the Company Disclosure Schedules (the “Company Severance Plans”)Letter, severance benefits without amendment, in accordance with the terms of Section 5.9(a) of the applicable Company Severance Plan in which such Disclosure Letter. The foregoing shall not require that any Company Employee is eligible remain employed for any period after Closing nor that any compensation or benefits be provided after a Company Employee ceases to participate immediately prior be employed (other than vested rights and benefits in effect at the time of such cessation of employment and the severance benefits set forth in Section 5.9(a) of the Company Disclosure Letter). For the employee benefit plans of Parent and its Subsidiaries providing any benefits to any Company Employee after the First Company Merger Effective Time and (B) during such one-year period following the Control Date“Parent Plans”), severance benefits offered to each Company Employee shall be determined taking into account all credited with his or her years of service with the Company, Company and its Subsidiaries (and includingtheir respective predecessors as if such service were with Parent or an applicable Subsidiary, on and after provided that the First Effective Timeforegoing shall not apply for purposes of benefit accrual under defined benefit plans or to the extent that its application would result in a duplication of benefits or to the extent the Company did not provide such service credit under any comparable plan, the Second Surviving Corporation and any of its Affiliates) and without taking into account any reduction after the First Effective Time in compensation paid program or benefits provided to such Company Employeebenefit.