Common use of Employee Matters Clause in Contracts

Employee Matters. (a) With respect to those individuals who are employees of a TGE Entity immediately prior to the Closing Date, who do not have an employment agreement with any TGE Entity immediately prior to the Closing Date and who remain employed by an Acquiror or any of its Affiliates immediately following the Closing (the “Continuing Employees”), Acquirors or an Affiliate of Acquirors shall, for a period of 12 months following the Closing, except with the prior written consent of the Chief Executive Officer of TGE GP, (i) continue to employ each Continuing Employee in a position and with a title substantially similar to the position and title that such Continuing Employee held immediately prior to the Closing; (ii) continue to provide the Continuing Employees with annualized base salaries (or hourly wages, as applicable) and annual incentive compensation opportunities that are at least substantially similar to those provided to the Continuing Employees immediately prior to the Closing; and (iii) continue to provide the Continuing Employees with employee benefits that are not, in the aggregate, less favorable than the employee benefits that were available to Continuing Employees immediately prior to the Closing under the TGE Benefit Plans (excluding defined benefit pensions and supplemental retirement benefits, retiree medical or other retiree welfare benefits); provided, however, that any obligation in clauses (ii) and (iii) above to provide Continuing Employees with equity compensation shall not apply if equity securities of TGE (or equity securities of any successor entity) are not listed on a national securities exchange; and provided, further, that, for the avoidance of doubt, notwithstanding the foregoing proviso, Acquirors shall cause to be awarded all equity compensation contemplated by Schedule 6.3(h) when and as provided on Schedule 6.3(h) to the extent not awarded prior to the Closing Date, and such equity compensation shall be subject to the terms of the applicable award agreement and equity incentive plan.

Employee Matters. (a) With respect to those individuals who are employees of a TGE Entity immediately The Parties agree that, prior to the Closing DateClosing, who do not have an employment agreement the Parties shall cooperate in reviewing, evaluating and analyzing the Ohm Benefit Plans and Firefly Benefit Plans with any TGE Entity immediately prior a view toward developing appropriate new Employee Benefit Plans or maintaining appropriate Ohm Benefit Plans or Firefly Benefit Plans (in either case, the “New Plans”) with respect to the Closing Date and who remain employed by an Acquiror each employee of Ohm or any of its Affiliates immediately Subsidiaries (following the Closing Closing, including, for the avoidance of doubt, employees of the Surviving Corporation, LLC Sub or any of its Subsidiaries) (the collectively, “Continuing Employees”), Acquirors or an Affiliate of Acquirors shallwhich New Plans will, to the extent permitted by applicable Law, and among other things, (i) treat similarly-situated employees on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilities, and (ii) following the Company Merger Effective Time, not discriminate between employees who were covered by Ohm Benefit Plans, on the one hand, and those covered by Firefly Benefit Plans, on the other hand. In addition, the Parties agree that for a period of 12 months following the ClosingCompany Merger Effective Time (the “Continuation Period”), except with and subject to the prior written consent last sentence of this Section 6.9(b), Ohm shall, or shall cause the Chief Executive Officer applicable Subsidiary of TGE GPOhm, (i) continue including Firefly and its Subsidiaries, to employ provide each Continuing Employee in a position compensation and with a title substantially similar to the position and title that such Continuing Employee held immediately prior to the Closing; (ii) continue to provide the Continuing Employees with annualized base salaries (or hourly wages, as applicable) and annual incentive compensation opportunities that are at least substantially similar to those provided to the Continuing Employees immediately prior to the Closing; and (iii) continue to provide the Continuing Employees with employee benefits that are not, in the aggregate, less favorable than the employee benefits that were available to Continuing Employees immediately prior to the Closing under the TGE Benefit Plans (excluding defined benefit pensions and supplemental retirement benefits, retiree medical or other retiree welfare benefits); provided, however, that any obligation in clauses (ii) and (iii) above to provide Continuing Employees with equity compensation shall not apply if equity securities of TGE (or equity securities of any successor entity) are not listed on a national securities exchange; and provided, further, thatincluding, for the avoidance of doubt, notwithstanding severance payments and benefits) that are (i) substantially the foregoing proviso, Acquirors shall cause to be awarded all equity compensation contemplated by Schedule 6.3(h) when and as provided on Schedule 6.3(h) same in the aggregate to the extent not awarded compensation and employee benefits to which such Continuing Employee was entitled immediately prior to the Closing DateCompany Merger Effective Time, and such equity compensation shall be subject (ii) substantially the same in the aggregate to the terms compensation and employee benefits provided to similarly-situated Continuing Employees employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time, (iii) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time or (iv) a combination of the applicable award agreement and equity incentive planforegoing. For the avoidance of doubt, nothing in this Section 6.9(b) shall prevent Ohm or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versa.

Employee Matters. (a) With respect to those individuals who are employees of a TGE Entity immediately prior to the Closing Date, who do not have an employment agreement with any TGE Entity immediately prior to the Closing Date and who remain employed by an Acquiror or any of its Affiliates immediately following the Closing (the “Continuing Employees”), Acquirors or an Affiliate of Acquirors shall, Parent agrees that for a period of 12 months following the ClosingCompany Merger Effective Time (or, except with if an applicable employee’s employment earlier terminates, through such date of termination) (the prior written consent “Continuation Period”), and subject to the last sentence of this Section 6.9(a), Parent shall, or shall cause the applicable Subsidiary of Parent to, provide each employee of the Chief Executive Officer Company and its Subsidiaries who is an employee of TGE GP, (i) continue to employ each Continuing Employee in a position the Company and with a title substantially similar to the position and title that such Continuing Employee held immediately prior to the Closing; (ii) continue to provide the Continuing Employees with annualized base salaries (or hourly wages, as applicable) and annual incentive compensation opportunities that are at least substantially similar to those provided to the Continuing Employees immediately prior to the Closing; and (iii) continue to provide the Continuing Employees with employee benefits that are not, in the aggregate, less favorable than the employee benefits that were available to Continuing Employees its Subsidiaries immediately prior to the Closing under and who continues in employment with Parent following the TGE Benefit Plans Closing (excluding defined benefit pensions each, a “Continuing Employee”): (i) base salary or hourly wage rate, as applicable, and supplemental retirement benefitsa target annual cash bonus opportunity, retiree medical or other retiree welfare benefits); provided, however, that any obligation in clauses (ii) severance and termination benefits that are no less favorable than those applicable to such Continuing Employee (if applicable) immediately before the Company Merger Effective Time, and which severance and termination benefits are set forth in Schedule 6.9(a)(i) of the Company Disclosure Letter and (iii) above employee benefits (excluding severance and termination benefits, defined benefit pension, post-employment health and welfare benefits, and change of control, retention or other one-off awards (collectively, “Excluded Benefits”)) that are (A) substantially the same in the aggregate to provide the compensation and employee benefits to which such Continuing Employees with equity Employee was entitled immediately prior to the Company Merger Effective Time, (B) substantially the same in the aggregate to the compensation shall not apply if equity securities and employee benefits provided to similarly-situated employees employed by Parent or any of TGE its Subsidiaries, or (or equity securities C) a combination of any successor entity) are not listed on a national securities exchange; and provided, further, that, for the foregoing. For the avoidance of doubt, notwithstanding nothing in this Section 6.9(a) shall prevent Parent or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versa. Parent hereby acknowledges that the transactions contemplated by this Agreement shall constitute a “change in control,” “change of control” or term or concept of similar import of the Company and its Subsidiaries under the terms of the Company Benefit Plans. From and after the Company Merger Effective Time, the Surviving Corporation shall honor all obligations and rights under the Company Benefit Plans in accordance with their terms and under all employment, severance, change in control, retention and other agreements, if any, between the Company (or a Subsidiary thereof) and a Continuing Employee, including, but not limited to, those Company Benefit Plans set forth on Schedule 6.9(a)(ii) of the Company Disclosure Letter, it being understood that the foregoing proviso, Acquirors shall cause not be construed to be awarded all equity compensation contemplated limit any amendments or terminations otherwise permitted by Schedule 6.3(h) when and as provided on Schedule 6.3(h) to the extent not awarded prior to the Closing Date, and such equity compensation shall be subject to the terms of the applicable award agreement and equity incentive planarrangements.

Employee Matters. (a) With respect to those individuals who are employees From and after the Effective Time, Parent shall, and shall cause the Surviving Entity or any employing Subsidiary to, provide any person employed by the Company or any of a TGE Entity its Subsidiaries as of the day immediately prior to the Closing Date, who do not have an employment agreement Effective Time (the “Affected Employees”) employee benefits that are no less favorable in the aggregate than those provided by the Company (with any TGE Entity the exception of the Company ESPP and its supplemental executive retirement plans) immediately prior to the Closing Date Effective Time or, in the sole discretion of Parent, those provided by Parent or its Subsidiaries to similarly situated employees of Parent or its applicable Subsidiary. From and after the Effective Time, with respect to the year ended December 31, 2011, Affected Employees shall be eligible to participate in such annual bonus plans as are sponsored by Parent or its Subsidiaries for similarly situated employees of Parent or the applicable Subsidiary and shall have a bonus opportunity under such plan that is no less than that of similarly situated employees of Parent or the applicable Subsidiary who remain employed by an Acquiror are eligible to participate in such plan but only with respect to the portion of the calendar year in which such Affected Employees are employees of Parent or its Subsidiaries. From and after the Effective Time, the Affected Employees who are working for the Company or any of its Affiliates immediately following Subsidiaries in the Closing (the “Continuing Employees”), Acquirors or an Affiliate of Acquirors shall, for a period of 12 months following the Closing, except with the prior written consent of the Chief Executive Officer of TGE GP, (i) United States will continue to employ each Continuing Employee in a position and with a title substantially similar be considered to be employees at will pursuant to the position applicable employment at-will laws or doctrines, subject to any express written agreement to the contrary with such employee, and title that such Continuing Employee held the Affected Employees who are working for the Company or any of its Subsidiaries outside the United States will remain on his or her terms of employment in place immediately prior to the Closing; (ii) Effective Time. For the sake of clarity, Parent or its Subsidiaries shall have no obligation to continue to provide employ or engage the Continuing Affected Employees following the Effective Time other than obligations in accordance with annualized base salaries (Applicable Law or hourly wagescollective bargaining contracts. From and after the Effective Time, as applicableParent shall honor, and shall cause the Surviving Entity to honor, each compensation and benefit arrangement listed in Section 5.12(a) of the Company Disclosure Schedule and annual incentive compensation opportunities that are at least substantially similar to those provided to perform the Continuing Employees immediately prior to obligations of the Closing; and (iii) continue to provide the Continuing Employees with employee benefits that are not, in the aggregate, less favorable than the employee benefits that were available to Continuing Employees immediately prior to the Closing under the TGE Benefit Plans (excluding defined benefit pensions and supplemental retirement benefits, retiree medical or other retiree welfare benefits); provided, however, that any obligation in clauses (ii) and (iii) above to provide Continuing Employees with equity compensation shall not apply if equity securities of TGE (or equity securities of any successor entity) are not listed on a national securities exchange; and provided, further, that, for Company thereunder. For the avoidance of doubt, notwithstanding the foregoing proviso, Acquirors shall cause to be awarded all equity compensation contemplated by Schedule 6.3(h) when and as provided on Schedule 6.3(h) to the extent not awarded prior to the Closing Date, and such equity compensation nothing in this Agreement shall be subject to the terms considered a contract between Parent and its Subsidiaries and any of the applicable award agreement and equity incentive planAffected Employees or consideration for, or inducement with respect to, any such employee’s continued employment.

Employee Matters. (a) With respect to those All individuals who are employees employed by, or on an authorized leave of a TGE Entity immediately prior to the Closing Dateabsence from, who do not have an employment agreement with any TGE Entity immediately prior to the Closing Date and who remain employed by an Acquiror Yadkin or Vantage or any of their respective Subsidiaries immediately before the Effective Time (collectively, the “Covered Employees”) shall automatically become employees of the Surviving Corporation and its Affiliates immediately affiliates as of the Effective Time. Immediately following the Closing (Effective Time, the “Continuing Employees”), Acquirors or an Affiliate of Acquirors Surviving Corporation shall, for a period or shall cause its applicable Subsidiaries to, provide to those Covered Employees employee benefits, rates of 12 months following the Closing, except with the prior written consent of the Chief Executive Officer of TGE GP, (i) continue to employ each Continuing Employee in a position and with a title substantially similar to the position and title that such Continuing Employee held immediately prior to the Closing; (ii) continue to provide the Continuing Employees with annualized base salaries (salary or hourly wages, as applicable) wage and annual incentive compensation bonus opportunities that are at least substantially similar to those provided to the Continuing Employees immediately prior to the Closing; and (iii) continue to provide the Continuing Employees with employee benefits that are notsimilar, in the aggregate, less favorable than to the aggregate rates of base salary or hourly wage and the aggregate employee benefits that were available and annual bonus opportunities provided to Continuing such Covered Employees immediately prior to the Closing under the TGE Yadkin Benefit Plans (excluding defined benefit pensions and supplemental retirement benefitsor Vantage Benefit Plans, retiree medical or other retiree welfare benefits)as applicable, as in effect immediately before the Effective Time; provided, however, that that, notwithstanding the foregoing, nothing contained herein shall (i) be treated as an amendment of any obligation in clauses particular Yadkin Benefit Plan or Vantage Benefit Plan, (ii) and give any third party any right to enforce the provisions of this Section 7.5, (iii) above limit the right of the Surviving Corporation or any of its Subsidiaries to terminate the employment of any Covered Employee at any time or require the Surviving Corporation or any of its Subsidiaries to provide Continuing Employees with equity compensation shall not apply if equity securities any such employee benefits, rates of TGE base salary or hourly wage or annual bonus opportunities for any period following any such termination, or (iv) obligate Yadkin, Vantage or equity securities any of their respective Subsidiaries to (A) maintain any particular Yadkin Benefit Plan or Vantage Benefit Plans, as applicable, or (B) retain the employment of any successor entity) are not listed on a national securities exchange; and provided, further, that, for the avoidance of doubt, notwithstanding the foregoing proviso, Acquirors shall cause to be awarded all equity compensation contemplated by Schedule 6.3(h) when and as provided on Schedule 6.3(h) to the extent not awarded prior to the Closing Date, and such equity compensation shall be subject to the terms of the applicable award agreement and equity incentive planparticular Covered Employee.

Employee Matters. (a) With respect Except as provided in this Section 7.3, for a period beginning on the Closing Date and continuing thereafter until the end of calendar year 2018 (the “Continuation Period”), Parent shall provide, or shall cause the Surviving Corporation and its Subsidiaries to those individuals who are employees provide, Employees as of a TGE Entity immediately prior to the Closing Date, Effective Time who do not have an continue employment agreement with any TGE Entity immediately prior to the Closing Date and who remain employed by an Acquiror Parent or any of its Affiliates immediately Subsidiaries, including the Surviving Corporation, at or following the Closing (the “Continuing Employees”), Acquirors or an Affiliate of Acquirors shall, for a period of 12 months following the Closing, except ) with the prior written consent of the Chief Executive Officer of TGE GP, employee benefits (excluding compensation and equity-based compensation) that are (i) continue with respect to employ each Continuing Employee employee benefits that were elected for the Continuation Period during the Company’s annual enrollment period recently ended, the same as those in a position and with a title substantially similar to the position and title that effect for such Continuing Employee held Employees immediately prior to the Closing; , and (ii) continue with respect to provide employee benefits that were not elected for the Continuing Employees with annualized base salaries (or hourly wagesContinuation Period during the Company’s annual enrollment period recently ended, as applicable) and annual incentive compensation opportunities that are at least substantially similar comparable in the aggregate to those provided to the in effect for such Continuing Employees immediately prior to the Closing; provided that until the one year anniversary of the Closing Date, Parent and (iiithe Surviving Corporation shall keep in effect all severance plans, practices and policies that are applicable to employees of the Company and its Subsidiaries as of the date hereof and set forth on Section 7.3(a) continue to of the Company Disclosure Letter. During the Continuation Period, Parent shall, or shall cause the Surviving Corporation and its Subsidiaries to, provide the Continuing Employees with employee benefits that are not, coverage under the same Company Plans set forth in Section 7.3(a) of the aggregate, less favorable than the employee benefits that Company Disclosure Letter as were available to Continuing Employees in effect immediately prior to the Closing under Date. Except as set forth in Section 7.3(a) of the TGE Benefit Plans Company Disclosure Letter, nothing herein shall be deemed to limit the right of Parent or any of their respective Affiliates to (excluding defined benefit pensions and supplemental retirement benefitsi) terminate the employment of any Continuing Employee at any time, retiree medical or other retiree welfare benefits); provided, however, that any obligation in clauses (ii) and 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 7.3 or (iii) above to provide Continuing Employees change or modify any Company Plan or other employee benefit plan or arrangement in accordance with equity compensation shall its terms; provided that such change or modification does not apply if equity securities otherwise violate the requirements of TGE (or equity securities of any successor entity) are not listed on a national securities exchange; and provided, further, that, for the avoidance of doubt, notwithstanding the foregoing proviso, Acquirors shall cause to be awarded all equity compensation contemplated by Schedule 6.3(h) when and as provided on Schedule 6.3(h) to the extent not awarded prior to the Closing Date, and such equity compensation shall be subject to the terms of the applicable award agreement and equity incentive planthis Section 7.3.

Employee Matters. Section 2.17 of the Schedule of Exceptions sets forth an accurate list of any material compensation or benefit plan or agreement (a) With respect including any employee benefit plan, program, policy, agreement or contract providing benefits to those individuals who are employees any current or former employee, officer or director of a TGE Entity immediately prior to the Closing Date, who do not have an employment agreement with any TGE Entity immediately prior to the Closing Date and who remain employed by an Acquiror it or any of its Affiliates immediately following Subsidiaries or any beneficiary or dependent thereof that is sponsored or maintained by it or any of its Subsidiaries or to which it or any of its Subsidiaries contributes or is obligated to contribute (other than government-based plans), including any “employee welfare benefit plan” within the Closing meaning of Section 3(1) of ERISA, any “employee pension benefit plan” within the meaning of Section 3(2) of ERISA (whether or not such plan is subject to ERISA), all employment or severance agreements, and any bonus, incentive, deferred compensation, vacation, stock purchase, stock option, severance, change of control or fringe benefit plans, programs or policies (any of the foregoing a “Continuing EmployeesBenefit Plan”) of the Company and its Subsidiaries. There do not now exist, and to the Company’s knowledge, there are no existing circumstances that could reasonably be expected to result in, any liabilities (a) under Title IV of the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder (“ERISA”), Acquirors or an Affiliate (b) under Section 302 of Acquirors shallERISA, for a period of 12 months following the Closing, except with the prior written consent (c) under Sections 412 and 4971 of the Chief Executive Officer of TGE GPCode, (id) continue to employ each Continuing Employee in for violation of the continuation coverage requirements of Section 601 et seq. of ERISA and Section 4980B of the Code or the group health requirements of Sections 9801 et seq. of the Code and Sections 701 et seq. of ERISA, and (e) under corresponding or similar provisions of foreign laws or regulations (any such liability a position and with a title substantially similar “Controlled Group Liability”) to the position and title that such Continuing Employee held immediately prior to the Closing; (ii) continue to provide the Continuing Employees with annualized base salaries (Company or hourly wagesany of its Subsidiaries except for those that, as applicable) and annual incentive compensation opportunities that are at least substantially similar to those provided to the Continuing Employees immediately prior to the Closing; and (iii) continue to provide the Continuing Employees with employee benefits that are not, individually or in the aggregate, less favorable than would not be reasonably likely to have a Material Adverse Effect on the employee benefits that were available Company. No Benefit Plan maintained or contributed to Continuing Employees immediately prior by the Company or any of its Subsidiaries or to which the Closing under Company or any of its Subsidiaries is required to contribute (any such plan a “Company’s Benefit Plan”) is a “multiemployer plan” within the TGE Benefit Plans (excluding defined benefit pensions and supplemental retirement benefits, retiree medical or other retiree welfare benefitsmeaning of Section 4001(a)(3); provided, however, that any obligation in clauses (ii) and (iii) above to provide Continuing Employees with equity compensation shall not apply if equity securities of TGE (or equity securities of any successor entity) are not listed on a national securities exchange; and provided, further, that, for the avoidance of doubt, notwithstanding the foregoing proviso, Acquirors shall cause to be awarded all equity compensation contemplated by Schedule 6.3(h) when and as provided on Schedule 6.3(h) to the extent not awarded prior to the Closing Date, and such equity compensation shall be subject to the terms of the applicable award agreement and equity incentive plan.

Employee Matters. (a) With respect Parent shall, or shall cause another Buyer Party to, offer to all Business Employees (other than those individuals Business Employees who are employees of not employed by a TGE Entity Seller Company immediately prior to the Closing Date, who do not have an Closing) employment agreement with any TGE Entity immediately prior to the Closing Date and who remain employed by an Acquiror or any a starting date effective as of its Affiliates immediately following the Closing (the “Continuing Employees”), Acquirors or an Affiliate of Acquirors shall, for a period of 12 months following the Closing, except with the prior written consent of the Chief Executive Officer of TGE GP, (i) continue to employ each Continuing Employee in a position and with a title substantially similar to the position and title that such Continuing Employee held immediately prior to the Closing; (ii) continue to provide the Continuing Employees with annualized base salaries (or hourly wages, as applicable) and annual incentive compensation opportunities that are at least substantially similar to those provided to the Continuing Employees immediately prior to the Closing; and (iii) continue to provide the Continuing Employees with employee benefits that are not, in the aggregate, less favorable than the employee benefits that were available to Continuing Employees immediately prior to the Closing under the TGE Benefit Plans (excluding defined benefit pensions and supplemental retirement benefits, retiree medical or other retiree welfare benefits); provided, however, that the Buyer Parties may withdraw an employment offer to any obligation in clauses Business Employee prior to such Business Employee beginning work on the job if (i) such Business Employee does not, within ten days of a request made by a Buyer Party prior to Closing, submit to a medical exam (such medical exam to be performed at Parent's cost) (a "Post-Offer Medical Exam") or (ii) a Post-Offer Medical Exam reveals (x) that the Business Employee cannot perform the essential functions of such Business Employee's current job with or without a reasonable accommodation or (y) that the Business Employee would pose a direct and (iii) above substantial threat to provide Continuing Employees with equity compensation shall not apply the health and safety of such Business Employee or other employees of the Buyer Parties if equity securities of TGE (such Business Employee continued to perform his or equity securities of any successor entity) are not listed on a national securities exchangeher current job responsibilities; and provided, further, thatthat if such Business Employee is currently on a workers' compensation leave and his/her condition is not permanent and stationary, such offer may not be withdrawn. The Buyer Parties shall comply with the Americans with Disabilities Act and all other applicable Legal Requirements in connection with any withdrawal by any Buyer Party of an employment offer to a Business Employee pursuant to this Section 6.03(a). ICO shall be responsible for all Liabilities and obligations owed to Business Employees under any contract, agreement, employee benefit plan, stock option plan, bonus plan, incentive plan or similar arrangement of any Seller Company; provided, however, that the avoidance of doubt, notwithstanding the foregoing proviso, Acquirors Buyer Parties shall cause be responsible for all severance payments to be awarded all equity compensation contemplated Business Employees (other than Business Employees who are not employed by Schedule 6.3(h) when and as provided on Schedule 6.3(h) to the extent not awarded a Seller Company immediately prior to the Closing DateClosing) (i) who are not offered employment with the Buyer Parties in accordance with the first sentence of this Section 6.03(a) or (ii) whose employment offer from the Buyer Parties is withdrawn for reasons other than (A) such Business Employee not submitting to a Post-Offer Medical Exam or (B) a Post-Offer Medical Exam revealing that such Business Employee has silicosis, and such equity compensation shall be subject to the terms asbestosis or another respiratory-related affliction or is not capable of the applicable award agreement and equity incentive planwearing a respirator if required in connection with his or her normal work duties.

Employee Matters. (a) With respect Until December 31, 2019 (or, if earlier, an applicable Continuing Employee’s termination date) (the “Continuation Period”), Parent shall, and shall cause the Surviving Entity or LLC Sub to, provide to those individuals who are the employees of Parent and its Subsidiaries who remain as employees of Parent and its Subsidiaries following the Effective Time (each, a TGE Entity “Continuing Employee”), compensation and employee benefits (excluding any defined benefit pension, equity or equity-based, deferred compensation or post-termination or retiree health or welfare benefits) in a manner that neither favors nor disfavors such individual, in whole or in part, on the basis of whether such individual was an employee of Parent or any of its Subsidiaries, on the one hand, or the Company or any of its Subsidiaries on the other hand, immediately prior to the Closing Date, who do not have an employment agreement with any TGE Entity immediately prior to the Closing Date and who remain employed by an Acquiror or any of its Affiliates immediately following the Closing (the “Continuing Employees”), Acquirors or an Affiliate of Acquirors shall, for a period of 12 months following the Closing, except with the prior written consent of the Chief Executive Officer of TGE GP, (i) continue to employ each Continuing Employee in a position and with a title substantially similar to the position and title that such Continuing Employee held immediately prior to the Closing; (ii) continue to provide the Continuing Employees with annualized base salaries (or hourly wages, as applicable) and annual incentive compensation opportunities that are at least substantially similar to those provided to the Continuing Employees immediately prior to the Closing; and (iii) continue to provide the Continuing Employees with employee benefits that are not, in the aggregate, less favorable than the employee benefits that were available to Continuing Employees immediately prior to the Closing under the TGE Benefit Plans (excluding defined benefit pensions and supplemental retirement benefits, retiree medical or other retiree welfare benefits)Effective Time; provided, however, that this Section 6.13 shall be deemed satisfied in the event Parent should for the Continuation Period, either (i) provide compensation and employee benefits (excluding any obligation defined benefit pension, equity or equity-based, deferred compensation or post-termination or retiree health or welfare benefits) that are substantially comparable in clauses the aggregate to the compensation and employee benefits (excluding any defined benefit pension, equity or equity-based, deferred compensation or post-termination or retiree health or welfare benefits) to which the Continuing Employees were entitled immediately prior to the Effective Time or (ii) provide compensation and employee benefits (iii) above to provide Continuing Employees with equity excluding any defined benefit pension, deferred compensation shall not apply if equity securities of TGE (or equity securities of any successor entity) are not listed on a national securities exchange; and provided, further, that, for the avoidance of doubt, notwithstanding the foregoing proviso, Acquirors shall cause to be awarded all equity compensation contemplated by Schedule 6.3(h) when and as provided on Schedule 6.3(hpost-termination or retiree health or welfare benefits) to the extent not awarded Continuing Employees at the same level as applies to similarly situated individuals employed by the Company its Subsidiaries immediately prior to the Closing DateEffective Time. Nothing herein shall limit the right of Parent or the employing Parent Subsidiary (including the Company and its Subsidiaries) to terminate the employment of any Continuing Employee at any time. During the Continuation Period, Parent will continue to maintain the Parent Severance Plan or a more favorable severance plan for the benefit of Continuing Employees, and such equity compensation Parent shall be subject to ensure the terms ongoing eligibility of any Continuing Employee who is employed by Parent as of December 31, 2019 and who, as of the applicable award agreement and equity incentive planEffective Time, was eligible to receive a payment under such plan based on continued service through December 31, 2019.

Employee Matters. (a) With respect From and after the Effective Time, Parent and the Surviving Corporation shall assume all Collective Bargaining Agreements. For a period of one year following the Effective Time, Parent shall provide, or shall cause to those individuals who are employees be provided, to each active employee (as hereinafter defined) of a TGE Entity the Company and its Subsidiaries as of immediately prior to the Closing Date, who do not have an employment agreement with any TGE Entity immediately prior to the Closing Date and who remain employed by an Acquiror or any of its Affiliates immediately following the Closing Effective Time (the “Continuing Company Employees”), Acquirors or an Affiliate of Acquirors shall, for a period of 12 months following the Closing, except with the prior written consent of the Chief Executive Officer of TGE GP, ): (i) continue salary, wage and bonus opportunity that is no less favorable than the salary, wage and bonus opportunity that was provided to employ each Continuing Employee in a position similarly-situated employees of Parent and with a title substantially similar to the position and title that such Continuing Employee held immediately prior to the Closing; its Subsidiaries, (ii) continue to provide the Continuing Employees with annualized base salaries (or hourly wagesemployee retirement, as applicable) welfare and annual incentive compensation opportunities other benefits that are at least substantially similar to those no less favorable than the employee retirement, welfare and other benefits provided to the Continuing Employees immediately prior to the Closingsimilarly situated employees of Parent and its Subsidiaries; and (iii) continue to provide the Continuing Employees with employee severance benefits that are not, in the aggregate, no less favorable than the employee severance benefits that were available are provided to Continuing Employees immediately prior similarly-situated employees of Parent and its Subsidiaries (taking into account such Company Employee’s service as required pursuant to Section 6.5(a) below); however, to the Closing under extent the TGE Benefit Plans terms of any Collective Bargaining Agreement provide different obligations, the Collective Bargaining Agreement terms control. For purposes of this Agreement, an “active employee” is any employee who (excluding defined benefit pensions i) continues in employment with the Parent Entities and supplemental retirement benefitsthe Surviving Corporation following the Effective Time, retiree medical or other retiree welfare benefits); provided, however, that any obligation in clauses (ii) and is actively at work as of the Effective Time, (iii) above is not actively at work due to provide Continuing Employees a short-term absence of less than one month’s duration, whether paid or unpaid, in compliance with equity compensation shall not apply if equity securities of TGE (or equity securities of any successor entity) are not listed on a national securities exchange; and provided, further, that, for the avoidance of doubt, notwithstanding the foregoing proviso, Acquirors shall cause to be awarded all equity compensation contemplated by Schedule 6.3(h) when and as provided on Schedule 6.3(h) to the extent not awarded prior to the Closing Date, and such equity compensation shall be subject to the terms of the applicable award agreement Company vacation policy, or a long-term absence covered under a long-term disability Company Plan, provided such individual returns to work within six months following the Effective Time, or (iv) any employee who is not actively at work and equity incentive planis receiving workers’ compensation payments as required by Law.

Employee Matters. (a) With respect From the Effective Time through such later date as Fifth Third deems reasonably practicable (such date being referred to those individuals who are herein as the “Benefits Transition Date”), Fifth Third shall provide the employees of a TGE Entity First National Bankshares and its Subsidiaries as of the Effective Time (the “Covered Employees”) with employee benefits and compensation plans, programs and arrangements that are substantially similar, in the aggregate, to the employee benefits and compensation plans, programs and arrangements provided by First National Bankshares or its Subsidiaries, as the case may be, to such employees immediately prior to the Closing Effective Time. From and after the Benefits Transition Date, Fifth Third shall provide the Covered Employees with employee benefits and compensation plans, programs and arrangements (other than Fifth Third’s defined benefit pension plan, which has been frozen) that are substantially similar, in the aggregate, to those provided to similarly situated employees of Xxxxx Xxxxx and its Subsidiaries. Notwithstanding anything contained herein to the contrary, those employees of First National Bankshares and its Subsidiaries (other than temporary and/or co-operative employees) who do not have an employment employment, change in control or severance agreement with any TGE Entity immediately prior to the Closing Date and who remain are not employed by an Acquiror Fifth Third or who are terminated or voluntarily resign after being notified that, as a condition of employment, such employee must work at a location more than thirty (30) miles from such employee’s former location of employment or that such employee’s salary will be materially decreased, in any case and in both cases, within ninety (90) days after the Effective Time, and who sign and deliver a termination and release agreement in a form substantially similar to one of its Affiliates immediately following the Closing (the “Continuing Employees”those attached hereto as Exhibit 6.7(a), Acquirors or an Affiliate of Acquirors shall, for a period of 12 months following the Closing, except with the prior written consent of the Chief Executive Officer of TGE GP, shall be entitled to severance pay: (i) continue in the case of officers of First National Bankshares and all other exempt employees, equal to employ two (2) weeks of pay for each Continuing Employee in complete year of service (and a position and prorated amount for any partial year of service) with a title substantially similar minimum severance pay equal to the position (4) weeks pay; and title that such Continuing Employee held immediately prior to the Closing; (ii) continue in the case of all other employees, equal to one (1) week of pay for each complete year of service (and a prorated amount for any partial year of service) with a minimum severance pay equal to two (2) weeks of pay. For purposes of this Section 6.8, “service” shall include service with subsidiaries of First National Bankshares and service with members of the Affiliated Group of which First National Bankshares was a member prior to January 1, 2004. The severance payment referred to above shall replace the First National Bankshares’ current severance pay plan, if any, and a new severance pay plan will be in effect but in no event shall there be any duplication of severance pay. First National Bankshares shall cooperate with Fifth Third to comply with, and provide notices regarding, the Continuing Employees with annualized base salaries Workers Adjustment and Retraining Act or any similar state or local law, including without limitation, providing notices to employees and government representatives. Nothing contained in this Section shall be construed or interpreted to limit or modify in any way Fifth Third’s at will employment policy. In no event shall severance pay or any severance period be taken into account in determining the amount of any other benefit (including but not limited to, an individual’s benefit under any pension plan). If, by reason of the controlling plan document, controlling law or hourly wagesotherwise, as applicable) and annual incentive compensation opportunities that are at least substantially similar to those provided severance pay or any severance period is taken into account in determining any other benefit, the severance pay otherwise payable shall be reduced by the present value of the additional benefit determined under other benefit plans attributable to the Continuing Employees immediately prior to the Closing; and (iii) continue to provide the Continuing Employees with employee benefits that are not, in the aggregate, less favorable than the employee benefits that were available to Continuing Employees immediately prior to the Closing under the TGE Benefit Plans (excluding defined benefit pensions and supplemental retirement benefits, retiree medical severance pay or other retiree welfare benefits); provided, however, that any obligation in clauses (ii) and (iii) above to provide Continuing Employees with equity compensation shall not apply if equity securities of TGE (or equity securities of any successor entity) are not listed on a national securities exchange; and provided, further, that, for the avoidance of doubt, notwithstanding the foregoing proviso, Acquirors shall cause to be awarded all equity compensation contemplated by Schedule 6.3(h) when and as provided on Schedule 6.3(h) to the extent not awarded prior to the Closing Date, and such equity compensation shall be subject to the terms of the applicable award agreement and equity incentive planperiod.

Employee Matters. (a) With respect Subject to any applicable Labor Agreements and except as otherwise set forth in this Section 5.08(a), for a period of not less than one year following the Effective Time, Parent shall, and shall cause the Surviving Corporation to, provide each individual who was an employee of the Company or any of its Subsidiaries immediately prior to the Effective Time (each, a “Continuing Employee”) with (i) a base salary that is no less favorable than such Continuing Employee’s base salary as in effect immediately prior to the Effective Time, (ii) severance benefits that are no less favorable than those that would have been provided to such Continuing Employee under the applicable severance benefit plans, programs, policies, agreements and arrangements listed in Section 5.08(a) of the Company Disclosure Letter and (iii) employee benefit plans and arrangements (other than base salary, bonus, commissions, annual incentives and severance benefits) that are substantially comparable in the aggregate to those individuals who are employees provided to such Continuing Employee immediately prior to the Effective Time. Notwithstanding the foregoing, on or as soon as practicable after the Effective Time, the Surviving Corporation shall or shall cause any of a TGE Entity immediately its Subsidiaries to pay each Continuing Employee an amount in respect of such Continuing Employee’s annual bonus, commission or incentive plan award for the plan year in which the Closing occurs; provided that the amount of such payment shall be based upon performance achieved from the commencement of the applicable performance period through the Effective Time, as determined by the Company in its sole discretion prior to the Closing Date, and shall be prorated to reflect the number of days elapsed from the commencement of the applicable performance period through the Closing Date. Following the Effective Time, each Continuing Employee who do not have participates in an employment agreement with any TGE Entity annual bonus, commission or incentive plan of the Company immediately prior to the Effective Time shall be entitled to participate in an annual bonus, commission or incentive plan of Parent and/or its relevant Subsidiary(ies) on a basis substantially comparable to similarly situated employees of Parent and/or its relevant Subsidiary(ies) and shall be eligible to receive an annual bonus, commission or incentive plan award for the plan year in which the Closing Date and who remain employed occurs, in each case in an amount to be determined by an Acquiror Parent or any its applicable Subsidiary in accordance with the terms of its Affiliates immediately such plan; provided that the amount of such payment shall be prorated to reflect the number of days elapsed following the Closing (Date through the “Continuing Employees”), Acquirors or an Affiliate of Acquirors shall, for a period of 12 months following the Closing, except with the prior written consent conclusion of the Chief Executive Officer of TGE GPapplicable performance period. In addition, (i) continue to employ each Continuing Employee described in a position and with a title substantially similar the immediately preceding sentence shall be eligible to receive one or more additional payments in an aggregate amount equal to the position and title that shortfall, if any, between (1) the aggregate amount of the annual bonus, commission or incentive plan award or awards such Continuing Employee held immediately prior actually received or is owed under the annual bonus, commission or incentive plan of Parent or a Subsidiary of Parent with respect to the Closing; period from the Effective Time through December 31, 2018 (ii) continue to provide the Continuing Employees with annualized base salaries (or hourly wages, as applicable) and annual incentive compensation opportunities that are at least substantially similar to those provided to the Continuing Employees immediately prior to the Closing; and (iii) continue to provide the Continuing Employees with employee benefits that are not, in the aggregate, less favorable than the employee benefits that were available to Continuing Employees immediately prior to the Closing under the TGE Benefit Plans (excluding defined benefit pensions and supplemental retirement benefits, retiree medical or other retiree welfare benefits); provided, however, that any obligation in clauses (ii) and (iii) above to provide Continuing Employees with equity compensation shall not apply if equity securities of TGE (or equity securities of any successor entity) are not listed on a national securities exchange; and provided, further, thatincluding, for the avoidance of doubt, notwithstanding the foregoing provisoperiod from the Effective Time through December 31, Acquirors shall cause to be awarded all equity compensation contemplated by Schedule 6.3(h2017 if the Effective Time occurs during 2017) when and (2) the annual bonus, commission or incentive plan award or awards such Continuing Employee would have received for such period or periods based on such Continuing Employee’s target annual bonus, commission or incentive plan opportunity and base salary as provided on Schedule 6.3(h) to the extent not awarded in effect immediately prior to the Closing DateEffective Time (such shortfall, the applicable Continuing Employee’s “Aggregate True-Up Amount”); provided that (A) the portion of each Continuing Employee’s Aggregate True-Up Amount that relates to the 2017 performance period (if any) shall be paid as soon as practicable following December 31, 2017, so long as such Continuing Employee remains employed by Parent or a Subsidiary of Parent through such payment date, and such equity compensation (B) the portion of each Continuing Employee’s Aggregate True-Up Amount that relates to the 2018 performance period shall be subject to the terms paid as soon as practicable following December 31, 2018, so long as such Continuing Employee remains employed by Parent or a Subsidiary of the applicable award agreement and equity incentive planParent through such payment date.

Employee Matters. (a) With respect to those For a period beginning at the Effective Time (or, for individuals who are not actively employed as of immediately prior to the Effective Time due to disability or other approved leave, the date such individual presents for active employment) and ending on the one (1) year anniversary thereof (the “Continuation Period”), Parent shall provide, or shall cause its applicable Subsidiaries to provide, each individual who continues to be employed by the Company or any of its Affiliates (including Parent and any of its Subsidiaries) following the Effective Time (each, a “Company Employee”) with (i) base salary, wages and target annual or quarterly cash incentive opportunities that are each no less favorable than the base salary, wages and target annual or quarterly cash incentive opportunities provided to such Company Employee by the Company and any of its Subsidiaries immediately prior to the Effective Time, (ii) long-term incentive opportunities for Company Employees who were eligible for a long-term incentive opportunity under a Company Plan immediately prior to the Effective Time, (iii) employee benefits (other than long-term incentive opportunities) that are substantially comparable in the aggregate to those provided to similarly situated employees of Parent and its Subsidiaries (other than the Company and any of its Subsidiaries) from time to time, and (iv) severance benefits determined using a TGE Entity formula that is no less favorable than the greater of (A) the severance formula applicable to such Company Employee by the Company or any of its Subsidiaries immediately prior to the Effective Time and (B) the severance formula applicable to similarly situated employee of Parent and its Subsidiaries. For a period beginning at the Effective Time and ending on December 31, 2019, Parent shall, or its applicable Subsidiaries shall, ensure that the premium cost for Company Employees in the aggregate of Company sponsored medical, dental and vision coverage is not materially greater than the premium cost for Company Employees in the aggregate of employer-sponsored medical, dental and vision immediately prior to the Effective Time. Prior to the Effective Time, the Company shall, and shall cause all of its Affiliates to, adopt such resolutions and amendments, and use commercially reasonable efforts to take all such other actions as may be required or desirable, to provide that each Company Plan and any other employee benefit plan, program, policy or arrangement (other than any Foreign Plans and except as provided in Section 5.10(b)) shall terminate effective as of immediately prior to the Effective Time and in each case, conditioned upon the Closing; provided, however, that, notwithstanding the foregoing, the Company shall, irrevocably take all actions required to terminate and liquidate The Navigators Group, Inc. Non-Qualified Deferred Compensation Plan in accordance with the terms of the Plan and the provisions of Treas. Reg. § 1.409A-3(j)(4)(ix) immediately prior to the Effective Time and to terminate each Qualified Plan effective as of the day immediately prior to the Closing Date, who do not have an employment agreement with any TGE Entity immediately prior to the Closing Date and who remain employed by an Acquiror or any of its Affiliates immediately following the Closing (the “Continuing Employees”), Acquirors or an Affiliate of Acquirors shall, for a period of 12 months following in each case conditioned upon the Closing, except with the prior written consent of the Chief Executive Officer of TGE GP, (i) continue to employ each Continuing Employee in a position and with a title substantially similar to the position and title that such Continuing Employee held immediately prior to the Closing; (ii) continue to provide the Continuing Employees with annualized base salaries (or hourly wages, as applicable) and annual incentive compensation opportunities that are at least substantially similar to those provided to the Continuing Employees immediately prior to the Closing; and (iii) continue to provide the Continuing Employees with employee benefits that are not, in the aggregate, less favorable than the employee benefits that were available to Continuing Employees immediately prior to the Closing under the TGE Benefit Plans (excluding defined benefit pensions and supplemental retirement benefits, retiree medical or other retiree welfare benefits); provided, however, that any obligation in clauses (ii) and (iii) above to provide Continuing Employees with equity compensation shall not apply if equity securities of TGE (or equity securities of any successor entity) are not listed on a national securities exchange; and provided, further, that, for the avoidance of doubt, notwithstanding the foregoing proviso, Acquirors shall cause to be awarded all equity compensation contemplated by Schedule 6.3(h) when and as provided on Schedule 6.3(h) to the extent not awarded prior to the Closing Date, and such equity compensation shall be subject to the terms of the applicable award agreement and equity incentive plan.

Employee Matters. (a) With respect to those individuals who are employees of a TGE Entity Parent may, in its sole discretion, continue any Company Benefit Plan or employee policy or program in effect immediately prior to the Closing DateEffective Time (each a “Pre-Merger Plan”), who do including a 401(k) plan or medical plan, for any period of time after the Effective Time for the benefit of any Company Employees. To the extent Parent does not have an employment agreement continue a Pre-Merger Plan applicable to a Company Employee, such Company Employee shall be eligible, subject to the provisions herein, to participate in any corresponding Benefit Plan maintained by Parent providing benefits to any Company Employee after the Effective Time (the “Post-Merger Plans”) to the extent such Post-Merger Plan replaces similar coverage under such Pre-Merger Plan. To the extent permitted under such Post-Merger Plans, Parent will, or will cause its Subsidiaries to, give Company Employees full credit under any such Post-Merger Plan for their years of service with the Company or any TGE Entity Company Subsidiary to the same extent recognized by the Company or such Company Subsidiary under the corresponding Pre-Merger Plan immediately prior to the Closing Date Effective Time for purposes of eligibility and who remain employed by an Acquiror vesting (excluding vesting in equity based awards, eligibility for post-employment welfare benefits and benefit accruals). The value of the compensation and benefits provided under the Pre-Merger Plans or any of its Affiliates immediately following the Closing (the “Continuing Employees”)Post-Merger Plans, Acquirors or an Affiliate of Acquirors shall, for a period of 12 months following the Closing, except as applicable in accordance with the prior written consent of foregoing, to Company Employees, taken as a whole, after the Chief Executive Officer of TGE GPEffective Time through December 31, (i) continue to employ each Continuing Employee in a position and with a title 2009, shall be substantially similar to the position value of the compensation and title that such Continuing Employee held benefits provided under the Company Benefit Plans (determined without regard to awards under the Company Incentive Plans) to the Company Employees, taken as a whole, immediately prior to the Closing; (ii) continue to provide the Continuing Employees with annualized base salaries (or hourly wagesEffective time, as applicabledetermined by Parent in good faith after taking into account all facts and circumstances. In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and annual incentive compensation opportunities that are at least substantially similar to those provided all Post-Merger Plans to the Continuing Employees immediately prior to the Closing; and (iii) continue to provide the Continuing Employees with employee benefits that are not, in the aggregate, less favorable than the employee benefits that were available to Continuing Employees immediately prior to the Closing extent coverage under the TGE Benefit Plans (excluding defined benefit pensions and supplemental retirement benefits, retiree medical or other retiree welfare benefits)such Post-Merger Plan replaces coverage under any Pre-Merger Plan; provided, however, that any obligation in clauses (ii) and (iii) above to provide Continuing Employees with equity compensation shall not apply if equity securities of TGE (or equity securities of any successor entity) are not listed on a national securities exchange; and provided, further, that, for the avoidance of doubt, notwithstanding the foregoing proviso, Acquirors shall cause to be awarded all equity compensation contemplated by Schedule 6.3(h) when and as provided on Schedule 6.3(h) to the extent such Company Employee is not awarded covered by a Pre-Merger Plan immediately prior to the Closing DateEffective Time due to failure to satisfy the applicable waiting period, and such equity compensation Company Employee shall be subject to the terms waiting time applicable to a Parent employee with respect to the corresponding Post-Merger Plan that replaces such Pre-Merger Plan (giving full service credit for service by such Company Employee with the Company in satisfying such waiting time); provided further, to the extent a Company Employee is covered by a Pre-Merger Plan but does not satisfy the service requirements for the corresponding Post-Merger Plan, the Post-Merger Plan may allow such Company Employee to participate in such Post-Merger Plan to the extent permitted under such Post-Merger Plan, as determined in good faith by Parent, or Parent shall continue the Pre-Merger Plan for such Company Employee or otherwise provide comparable substitute coverage; and (ii) for purposes of each Post-Merger Plan providing medical, dental, pharmaceutical and/or vision benefits to any Company Employee, Parent shall cause all pre-existing condition exclusions and actively-at-work requirements of such Post-Merger Plan to be waived for such employee and his or her covered dependents to the extent such exclusions and requirements did not apply to such individual under the corresponding Pre-Merger Plan and to the extent permitted under the Post-Merger Plans or otherwise required by applicable Law, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Pre-Merger Plan ending on the date such employee’s participation in the corresponding Post-Merger Plan begins to be taken into account under such Post-Merger Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable award agreement to such employee and equity incentive planhis or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such Post-Merger Plan. Nothing in this Agreement shall constitute an amendment to, or be construed as amending, any Benefit Plan sponsored, maintained or contributed to by the Company, Parent or any of their respective Subsidiaries. No Company Employee or any other Person (other than the parties to this Agreement) is intended to be a beneficiary of the provisions of this Section 5.14.

Employee Matters. (a) With respect Edge has heretofore furnished to those individuals who are Parent a listing of all current employees of a TGE Entity immediately Edge and its subsidiaries, including each employee’s (i) name, (ii) title, position or job description, (iii) current salary or hourly rate, (iv) the location where such employee generally performs services for Edge or an Edge subsidiary, and (v) the date such employee was employed by Edge or an Edge subsidiary (collectively, the “Eligible Employees”). Parent shall have the right to contact the Eligible Employees to discuss their continued employment following the Closing and Parent’s employee policies and procedures, which include pre-employment drug testing. As soon as reasonably practicable following the execution of this Agreement, but in no event less than ten (10) business days prior to the Closing DateClosing, who do not have an Parent shall notify Edge of each Eligible Employee whose employment agreement with any TGE the Surviving Entity immediately prior to the Closing Date and who remain employed by an Acquiror (or any of its Affiliates immediately following with Parent or a Parent subsidiary) will be continued beyond the Closing (the each a “Continuing EmployeesEmployee”), Acquirors or . Although Continuing Employees will be employed on an Affiliate of Acquirors shallat-will basis, for a period of 12 months following at least one year beginning on the ClosingClosing Date, except with the prior written consent of the Chief Executive Officer of TGE GP, Parent shall cause each Continuing Employee: (i) to continue in the employ of Surviving Entity or by Parent or a Parent subsidiary in substantially the same position with similar job responsibilities as such employee’s current position with Edge or an Edge subsidiary (subject to employ each Continuing Employee such employee’s desire to continue in a such position during such period and with a title substantially similar subject to the position and title that satisfactory performance by such Continuing Employee held immediately prior employee of his/her assigned duties, to the Closingsame extent required of Parent’s and Parent’s subsidiaries’ similarly situated employees); (ii) continue to provide the receive salary of not less than such Continuing Employees with annualized base salaries (Employee’s current salary from Edge or hourly wages, as applicable) and annual incentive compensation opportunities that are at least substantially similar to those provided to the Continuing Employees immediately prior to the Closingan Edge subsidiary; and (iii) continue to provide receive the Continuing Employees with employee same benefits (including annual bonuses) on substantially the same basis as that are not, in the aggregate, less favorable than the employee benefits that were available provided by Parent and Parent’s subsidiaries to Continuing Employees immediately prior to the Closing under the TGE Benefit Plans (excluding defined benefit pensions and supplemental retirement benefits, retiree medical or other retiree welfare benefits)its similarly situated employees; provided, however, that this sentence shall not affect any obligation in clauses (ii) severance agreement between Edge or an Edge subsidiary and (iii) above an employee of Edge or such subsidiary. This Section 5.9 shall not be construed to provide limit the ability of Parent and the Surviving Entity to terminate any such at-will employees at any time and Parent and the Surviving Entity shall have no obligations to continue employing such Continuing Employees with equity compensation shall not apply if equity securities for any length of TGE (time thereafter except as required by law or equity securities of pursuant to any successor entity) are not listed agreements, including severance agreements, disclosed on a national securities exchange; and provided, further, that, for the avoidance of doubt, notwithstanding the foregoing proviso, Acquirors shall cause to be awarded all equity compensation contemplated by Schedule 6.3(h) when and as provided on Schedule 6.3(h) to the extent not awarded prior to the Closing Date, and such equity compensation shall be subject to the terms Section 2.11 of the applicable award agreement and equity incentive planEdge Schedule or in the Edge SEC Reports (collectively, the “Employment Agreements”).

Employee Matters. (a) With Schedule 8.1.16(a) lists (and identifies the sponsor of) each "Employee Pension Benefit Plan," as that term is defined in Section 3(2) of ERISA, each "Employee Welfare Benefit Plan," as that term is defined in Section 3(1) of ERISA (such plans being hereinafter referred to collectively as the "ERISA Plans"), and each other retirement, pension, profit-sharing, money purchase, deferred compensation, incentive compensation, bonus, stock option, stock purchase, severance pay, unemployment benefit, vacation pay, savings, medical, dental, post-retirement medical, accident, disability, weekly income, salary continuation, health, life or other insurance, fringe benefit, or other employee benefit plan, program, agreement, or arrangement maintained or contributed to by Seller or its Affiliates in respect of or for the benefit of any Transferred Employee or former employee of Seller, excluding any such plan, program, agreement, or arrangement maintained or contributed to solely in respect of or for the benefit of Transferred Employees or former employees employed or formerly employed by Seller outside of the United States, as of the date hereof (collectively, together with the ERISA Plans, referred to hereinafter as the "Plans"). Schedule 8.1.16(a) also includes a list of each written employment, severance, termination or similar-type agreement between Seller and its Affiliates and any Transferred Employee (the "Employment Agreements"). Seller has delivered to Buyer accurate and complete copies of all Plans and Employment Agreements (or representative samples in the case of form agreements) and, if applicable, summary plan descriptions with respect to those individuals who are employees such Plans and Employment Agreements and summary descriptions of a TGE Entity immediately prior to any such Plan or Employment Agreement that is not otherwise in writing. Except for retention bonuses paid in connection with the Closing Date, who do not have an employment agreement with any TGE Entity immediately prior to closing of the Closing Date transactions contemplated by this Agreement and who remain employed by an Acquiror or any of its Affiliates immediately following the Closing (the “Continuing Employees”except as otherwise disclosed on Schedule 8.1.16(a), Acquirors the execution and delivery of this Agreement by Seller and the performance of this Agreement by Seller will not directly result now or an Affiliate of Acquirors shall, for a period of 12 months following the Closing, except with the prior written consent of the Chief Executive Officer of TGE GP, (i) continue to employ each Continuing Employee in a position and with a title substantially similar to the position and title that such Continuing Employee held immediately prior to the Closing; (ii) continue to provide the Continuing Employees with annualized base salaries (or hourly wages, as applicable) and annual incentive compensation opportunities that are at least substantially similar to those provided to the Continuing Employees immediately prior to the Closing; and (iii) continue to provide the Continuing Employees with employee benefits that are not, any time in the aggregate, less favorable than future in the employee benefits that were available payment to Continuing Employees immediately prior to the Closing under the TGE Benefit Plans (excluding defined benefit pensions and supplemental retirement benefits, retiree medical or other retiree welfare benefits); provided, however, that any obligation in clauses (ii) and (iii) above to provide Continuing Employees with equity compensation shall not apply if equity securities of TGE (or equity securities Transferred Employee of any successor entity) are not listed on a national securities exchange; and providedseverance, furthertermination, that, for the avoidance of doubt, notwithstanding the foregoing proviso, Acquirors shall cause or similar-type payments or benefits being paid to be awarded all equity compensation contemplated by Schedule 6.3(h) when and as provided on Schedule 6.3(h) to the extent not awarded prior to the Closing Date, and such equity compensation shall be subject to the terms of the applicable award agreement and equity incentive planany Transferred Employee.

Employee Matters. (a) With respect to those individuals who are employees each Company Employee whose employment continues after the Closing (each, a “Continuing Employee”), Buyer shall, and shall cause the Company and its Subsidiaries to, provide to the Continuing Employee, while the Continuing Employee is employed by the Company or one of its Subsidiaries, for a TGE Entity period of at least one (1) year following the Closing Date with (i) an annual base salary or wage rate that is no less favorable than that provided to each such Continuing Employee immediately prior to the Closing, (ii) a target annual cash incentive opportunity (excluding specific performance goals) that is no less favorable than that provided to each such Continuing Employee immediately prior to the Closing Date, who do not have an employment agreement with any TGE Entity and (iii) employee benefits that are substantially comparable in the aggregate to those provided to each such Continuing Employee immediately prior to the Closing Date or to similarly situated employees of Buyer and who remain employed by an Acquiror its Affiliates (other than the Company and its Subsidiaries), excluding equity or equity-based arrangements, severance benefits (except as described on Schedule 6.8(a)), change in control, retention (except as described on Schedule 6.8(a)) or similar benefits, nonqualified deferred compensation arrangements, retiree medical and welfare benefits, defined benefit pension plans and specific performance goals for any cash incentive compensation. Nothing in this Section 6.8(a) shall limit Buyer’s ability to terminate any Continuing Employee at any time after the Closing. Notwithstanding the foregoing, Buyer shall not, and it shall cause the Company and its Subsidiaries not to, take any action which would reasonably be expected to subject any Seller or any of its Affiliates immediately following to any liability under WARN. On the Closing Date, Seller shall notify Buyer in writing of any “employment loss” (as defined in WARN) experienced by any employee during the “Continuing Employees”), Acquirors or an Affiliate of Acquirors shall, for a ninety (90)-day period of 12 months following the Closing, except with the prior written consent of the Chief Executive Officer of TGE GP, (i) continue to employ each Continuing Employee in a position and with a title substantially similar to the position and title that such Continuing Employee held immediately prior to the Closing; (ii) continue to provide the Continuing Employees with annualized base salaries (or hourly wages, as applicable) and annual incentive compensation opportunities that are at least substantially similar to those provided to the Continuing Employees immediately prior to the Closing; and (iii) continue to provide the Continuing Employees with employee benefits that are not, in the aggregate, less favorable than the employee benefits that were available to Continuing Employees immediately prior to the Closing Date that would reasonably be expected to be aggregated under the TGE Benefit Plans (excluding defined benefit pensions and supplemental retirement benefits, retiree medical or other retiree welfare benefits); provided, however, that WARN with any obligation in clauses (ii) and (iii) above to provide Continuing Employees with equity compensation shall not apply if equity securities of TGE (or equity securities termination of any successor entity) are not listed on a national securities exchange; and provided, further, that, for the avoidance of doubt, notwithstanding the foregoing proviso, Acquirors shall cause to be awarded all equity compensation contemplated by Schedule 6.3(h) when and as provided on Schedule 6.3(h) to the extent not awarded prior to Continuing Employee that occurs following the Closing Date, and such equity compensation shall be subject to the terms of the applicable award agreement and equity incentive plan.

Employee Matters. (a) With respect Subject to any applicable Labor Agreements and except as otherwise set forth in this Section 5.08(a), for a period of not less than one year following the Effective Time, Parent shall, and shall cause the Surviving Corporation to, provide each individual who was an employee of the Company or any of its Subsidiaries immediately prior to the Effective Time (each, a “Continuing Employee”) with (i) a base salary that is no less favorable than such Continuing Employee’s base salary as in effect immediately prior to the Effective Time, (ii) severance benefits that are no less favorable than those that would have been provided to such Continuing Employee under the applicable severance benefit plans, programs, policies, agreements and arrangements listed in Section 5.08(a) of the Company Disclosure Letter and (iii) employee benefit plans and arrangements (other than base salary, bonus, commissions, annual incentives and severance benefits) that are substantially comparable in the aggregate to those individuals who are employees provided to such Continuing Employee immediately prior to the Effective Time. Notwithstanding the foregoing, on or as soon as practicable after the Effective Time, the Surviving Corporation shall or shall cause any of a TGE Entity immediately its Subsidiaries to pay each Continuing Employee an amount in respect of such Continuing Employee’s annual bonus, commission or incentive plan award for the plan year in which the Closing occurs; provided that the amount of such payment shall be based upon performance achieved from the commencement of the applicable performance period through the Effective Time, as determined by the Company in its sole discretion prior to the Closing Date, and shall be prorated to reflect the number of days elapsed from the commencement of the applicable performance period through the Closing Date. Following the Effective Time, each Continuing Employee who do not have participates in an employment agreement with any TGE Entity annual bonus, commission or incentive plan of the Company immediately prior to the Effective Time shall be entitled to participate in an annual bonus, commission or incentive plan of Parent and/or its relevant Subsidiary(ies) on a basis substantially comparable to similarly situated employees of Parent and/or its relevant Subsidiary(ies) and shall be eligible to receive an annual bonus, commission or incentive plan award for the plan year in which the Closing occurs, in each case in an amount to be determined by Parent or its applicable Subsidiary in accordance with the terms of such plan; provided that the amount of such payment shall be prorated to reflect the number of days elapsed following the Closing Date through the conclusion of the applicable performance period. In addition, each Continuing Employee described in the immediately preceding sentence shall be eligible to receive one or more additional payments in an aggregate amount equal to the shortfall, if any, between (1) the aggregate amount of the annual bonus, commission or incentive plan award or awards such Continuing Employee actually received or is owed under the annual bonus, commission or incentive plan of Parent or a Subsidiary of Parent with respect to the period from the Effective Time through December 31, 2018 (including, for the avoidance of doubt, the period from the Effective Time through December 31, 2017 if the Effective Time occurs during 2017) and who remain (2) the annual bonus, commission or incentive plan award or awards such Continuing Employee would have received for such period or periods based on such Continuing Employee’s target annual bonus, commission or incentive plan opportunity and base salary as in effect immediately prior to the Effective Time (such shortfall, the applicable Continuing Employee’s “Aggregate True-Up Amount”); provided that (A) the portion of each Continuing Employee’s Aggregate True-Up Amount that relates to the 2017 performance period (if any) shall be paid as soon as practicable following December 31, 2017, so long as such Continuing Employee remains employed by an Acquiror Parent or a Subsidiary of Parent through such payment date, and (B) the portion of each Continuing Employee’s Aggregate True-Up Amount that relates to the 2018 performance period shall be paid as soon as practicable following December 31, 2018, so long as such Continuing Employee remains employed by Parent or a Subsidiary of Parent through such payment date. 43 (b) Parent hereby acknowledges that the consummation of the Transactions constitutes a “change in control” or “change of control” (or a term of similar import) for purposes of the Company Plans listed in Section 5.08(b) of the Company Disclosure Letter. (c) With respect to all employee benefit plans of Parent, the Surviving Corporation or any of their Subsidiaries, including any “employee benefit plan” (as defined in Section 3(3) of ERISA) (including any vacation, paid time-off and severance plans), for all purposes (except as set forth below), including determining eligibility to participate, level of benefits, vesting, benefit accruals and early retirement subsidies, each Continuing Employee’s service with the Company or any of its Affiliates immediately following Subsidiaries (as well as service with any predecessor employer of the Closing (Company or any such Subsidiary, to the “Continuing Employees”), Acquirors or an Affiliate of Acquirors shall, for a period of 12 months following the Closing, except extent service with the prior written consent predecessor employer was recognized by the Company or such Subsidiary) shall be treated as service with the Surviving Corporation or any of its Subsidiaries (or in the case of a transfer of all or substantially all the assets and business of the Chief Executive Officer of TGE GPSurviving Corporation, (i) continue to employ each Continuing Employee in a position its successors and with a title substantially similar to the position and title that such Continuing Employee held immediately prior to the Closing; (ii) continue to provide the Continuing Employees with annualized base salaries (or hourly wages, as applicable) and annual incentive compensation opportunities that are at least substantially similar to those provided to the Continuing Employees immediately prior to the Closing; and (iii) continue to provide the Continuing Employees with employee benefits that are not, in the aggregate, less favorable than the employee benefits that were available to Continuing Employees immediately prior to the Closing under the TGE Benefit Plans (excluding defined benefit pensions and supplemental retirement benefits, retiree medical or other retiree welfare benefitsassigns); provided, however, that any obligation in clauses such service need not be recognized (ii) and (iii) above to provide Continuing Employees with equity compensation shall not apply if equity securities of TGE (or equity securities of any successor entity) are not listed on a national securities exchange; and provided, further, that, for the avoidance of doubt, notwithstanding the foregoing proviso, Acquirors shall cause to be awarded all equity compensation contemplated by Schedule 6.3(h) when and as provided on Schedule 6.3(hi) to the extent that such recognition would result in any duplication of benefits for the same period of service, (ii) for any purpose under any defined benefit retirement plan, retiree welfare plan, equity-based incentive plan or long-term incentive plan or (iii) for purposes of any plan, program or arrangement (other than as necessary to comply with Section 5.08(a)(ii) of this Agreement) (x) under which similarly situated employees of Parent and its Subsidiaries do not awarded receive credit for prior service or (y) that is grandfathered or frozen, either with respect to level of benefits or participation. (d) Without limiting the generality of Section 5.08(a), Parent shall, or shall cause the Surviving Corporation to, use commercially reasonable efforts to waive, or cause to be waived, any pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods under any welfare benefit plan maintained by the Surviving Corporation or any of its Subsidiaries in which Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Effective Time, except to the extent that such pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods would not have been satisfied or waived under the comparable Company Plan immediately prior to the Closing DateEffective Time. Parent shall, or shall cause the Surviving Corporation to, use commercially reasonable efforts to recognize the dollar amount of all co-payments, deductibles and similar expenses incurred by each Continuing Employee (and his or her eligible dependents) during the calendar year in which the Effective Time occurs for purposes of satisfying such year’s deductible and co-payment limitations under the relevant welfare benefit plans in which they will be eligible to participate from and after the Effective Time. 44 (e) Nothing in this Agreement shall be construed as requiring the Parent or any of its Subsidiaries (including the Surviving Corporation) to retain the employment of any particular employee of the Company or any of its Subsidiaries following the Effective Time. The provisions of this Section 5.08 are solely for the benefit of the parties to this Agreement, and such equity compensation no provision of this Section 5.08 is intended to, or shall, constitute the establishment or adoption of or an amendment to any employee benefit plan for purposes of ERISA or otherwise and, except as otherwise explicitly provided for in this Agreement, no current or former director, employee, consultant or any other individual associated therewith shall be subject regarded for any purpose as a third party beneficiary of this Agreement or have the right to enforce the terms of the applicable award agreement and equity incentive planprovisions hereof. SECTION 5.09.

Employee Matters. (a) With respect For a period of twelve (12) months following the Effective Time (the “Continuation Period”), Parent shall provide, or shall cause to be provided, to each Continuing Employee, to the extent still employed, (i) base compensation and target annual cash incentive opportunities that, in each case, are no less favorable than were provided to the Continuing Employee immediately before the Effective Time, (ii) equity incentive opportunities that are no less favorable than those individuals who are provided to similarly situated employees of a TGE Entity Parent and its Subsidiaries, as applicable, following the Effective Time, and (iii) employee benefits (excluding any equity or equity based compensation, employee stock purchase benefits, defined benefit pension benefits, retiree health and welfare benefits, severance benefits and change in control, transaction and retention bonuses or payments) that are substantially comparable in the aggregate to such employee benefits provided to the Continuing Employee by the Company and its Subsidiaries immediately prior to the Closing Date, who do not have an employment agreement with any TGE Entity immediately prior to Effective Time. Without limiting the Closing Date and who remain employed by an Acquiror or any of its Affiliates immediately following the Closing (the “Continuing Employees”), Acquirors or an Affiliate of Acquirors shall, for a period of 12 months following the Closing, except with the prior written consent generality of the Chief Executive Officer of TGE GPimmediately preceding sentence, (iA) continue Parent shall or shall cause the Surviving Corporation to employ provide to each Continuing Employee who incurs a qualifying termination of employment in a position and accordance with a title substantially similar Item 34 of Section 5.1(b) of the Company Disclosure Letter during the one (1)-year period following the Effective Time with severance benefits equal to the position greater of (x) the severance benefits set forth on Section 5.6(a) of the Company Disclosure Letter, and title that such Continuing Employee held immediately prior (y) the severance benefits provided to the Closing; (ii) continue to provide the Continuing Employees with annualized base salaries (or hourly wagessimilarly situated employees of Parent and its Subsidiaries, as applicable, following the Effective Time, under the severance arrangements of Parent and its Subsidiaries, and (B) and annual incentive compensation opportunities that are at least substantially similar during such one (1)-year period following the Effective Time, severance benefits offered to those each Continuing Employee shall be determined without taking into account any reduction after the Effective Time in such Continuing Employee’s base salary or wage rate. Notwithstanding anything provided in this Section 5.6(a) or anything else in this this Agreement to the contrary, each Continuing Employees immediately prior to Employee who, at any time during the Closing; Continuation Period, is or becomes covered by a Collective Bargaining Agreement shall solely be provided with compensation, benefits and (iii) continue to provide terms and conditions of employment that meet the Continuing Employees with employee benefits that are not, in the aggregate, less favorable than the employee benefits that were available to Continuing Employees immediately prior to the Closing under the TGE Benefit Plans (excluding defined benefit pensions and supplemental retirement benefits, retiree medical or other retiree welfare benefits); provided, however, that any obligation in clauses (ii) and (iii) above to provide Continuing Employees with equity compensation shall not apply if equity securities requirements of TGE (or equity securities of any successor entity) are not listed on a national securities exchange; and provided, further, that, for the avoidance of doubt, notwithstanding the foregoing proviso, Acquirors shall cause to be awarded all equity compensation contemplated by Schedule 6.3(h) when and as provided on Schedule 6.3(h) to the extent not awarded prior to the Closing Date, and such equity compensation shall be subject to the terms of the applicable award agreement and equity incentive planCollective Bargaining Agreement.

Employee Matters. (a) With respect Parent will or will cause the Surviving Corporation to those individuals who are provide employees of a TGE Entity immediately prior to the Company and its Subsidiaries (“Company Employees”) as of the Closing Date, who do not have an employment agreement Date with any TGE Entity (i) salary and target bonus opportunities no less favorable than those in effect immediately prior to the Closing Date and who remain employed (ii) other employee benefits that are substantially comparable in the aggregate to those provided by an Acquiror or any of Parent to its Affiliates immediately following the Closing (the “Continuing Employees”), Acquirors or an Affiliate of Acquirors shall, similarly situated employees for a period of 12 months following the ClosingClosing Date. Parent further agrees that, except from and after the Closing Date, Parent will, or will cause the Surviving Corporation to, grant all Company Employees credit for any service with the prior written consent Company or any of the Chief Executive Officer of TGE GP, (i) continue to employ each Continuing Employee in a position and with a title substantially similar to the position and title that such Continuing Employee held immediately prior to the Closing; (ii) continue to provide the Continuing Employees with annualized base salaries (or hourly wages, as applicable) and annual incentive compensation opportunities that are at least substantially similar to those provided to the Continuing Employees immediately prior to the Closing; and (iii) continue to provide the Continuing Employees with employee benefits that are not, in the aggregate, less favorable than the employee benefits that were available to Continuing Employees immediately its Subsidiaries earned prior to the Closing Date for eligibility and vesting purposes and for determining the amount of benefits under any benefit or compensation plan, program, agreement or arrangement that may be established or maintained by Parent, the TGE Benefit Plans Surviving Corporation or any of their Affiliates on or after the Closing Date (excluding the “New Plans”), other than with respect to benefit accrual under any defined benefit pensions plans or as would result in a duplication of benefits. In addition, Parent will or will cause the Surviving Corporation to (a) waive all pre-existing condition exclusion and supplemental retirement benefitsactively-at-work requirements and similar limitations, retiree medical or other retiree welfare benefits); provided, however, that eligibility waiting periods and evidence of insurability requirements under any obligation in clauses (ii) and (iii) above to provide Continuing Employees with equity compensation shall not apply if equity securities of TGE (or equity securities of any successor entity) are not listed on a national securities exchange; and provided, further, that, for the avoidance of doubt, notwithstanding the foregoing proviso, Acquirors shall cause to be awarded all equity compensation contemplated by Schedule 6.3(h) when and as provided on Schedule 6.3(h) New Plans to the extent not awarded prior to waived or satisfied by an employee under any Plan as of the Closing Date, and such equity compensation (b) take into account any covered expenses incurred on or before the Closing Date by any Company Employee (or covered dependent thereof) for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions after the Closing Date under any applicable New Plan. Parent and the Surviving Corporation will be solely responsible for any obligations arising under Section 4980B of the Code with respect to all “M&A qualified beneficiaries” as defined in Treasury Regulations Section 54.4980B-9. No provision of this Section 7.03 shall create any third party beneficiary rights in any Company Employee or any other current or former employee, director or consultant of the Company or its Subsidiaries (other than a Party) in respect of continued employment (or resumed employment) or any other matter or shall be subject to the terms deemed an amendment of the applicable award agreement and equity incentive planany Plan, any New Plan or any other employee benefit plan or agreement.

Employee Matters. (a) With respect to those individuals who are employees of a TGE Entity immediately prior to During the period commencing at the Closing Dateand ending on the date which is twelve (12) months from the Closing, or, in the case of clause (ii), December 31, 2011 (or, in either case, if earlier, the date of the employee’s termination of employment with the Company or its Subsidiary), Purchaser shall and shall cause the Company or its Subsidiary to provide each employee who do not have an employment agreement with any TGE Entity remains employed immediately prior to the Closing Date and who remain employed by an Acquiror or any of its Affiliates immediately following after the Closing (hereafter referred to as a “Company Continuing Employee,” whether employed by the “Continuing Employees”), Acquirors Company or an Affiliate of Acquirors shall, for a period of 12 months following the Closing, except with the prior written consent of the Chief Executive Officer of TGE GP, its Subsidiary) with: (i) continue to employ each Continuing Employee in a position and with a title substantially similar to base salary or hourly wages which are no less than the position and title that such Continuing Employee held base salary or hourly wages provided by the Company or its Subsidiary, as applicable, immediately prior to the Closing; (ii) continue target bonus opportunities (excluding equity-based compensation), if any, which are substantially comparable to provide the Continuing Employees with annualized base salaries target bonus opportunities (excluding equity-based compensation) provided by the Company or hourly wagesits Subsidiary, as applicable) and annual incentive compensation opportunities that are at least substantially similar to those provided to the Continuing Employees , immediately prior to the Closing; and (iii) continue to provide the Continuing Employees with employee retirement and welfare benefits that are not, substantially comparable in the aggregateaggregate to those provided by the Company or its Subsidiary, less favorable than the employee benefits that were available to Continuing Employees as applicable, immediately prior to the Closing under the TGE Benefit Plans (excluding defined benefit pensions and supplemental retirement benefits, retiree medical or other retiree welfare benefits), it being agreed and understood that all retirement and welfare benefit plans offered by the Subsidiary shall, as a matter of law, be assumed and continued by Purchaser; provided, however, that any obligation in clauses (ii) and (iiiiv) above severance benefits that are substantially comparable in the aggregate to provide the practice, plan or policy in effect for such Company Continuing Employees with equity compensation Employee immediately prior to the Closing. Purchaser shall not apply if equity securities of TGE (or equity securities of any successor entity) are not listed on a national securities exchange; assume and providedhonor, further, that, for the avoidance of doubt, notwithstanding the foregoing proviso, Acquirors and shall cause the Company and its Subsidiary to be awarded assume and honor, and, if applicable, Seller shall assign to Purchaser all equity compensation contemplated by Schedule 6.3(h) when of Seller’s and its Affiliates’ rights under, all employment agreements, Plans and Other Benefit Obligations of the Company’s Subsidiary, and all liabilities thereunder in accordance with their terms as provided on Schedule 6.3(h) in effect immediately before Closing, to the extent not awarded previously disclosed to Purchaser and, subject to any amendment or termination thereof that may be permitted by such terms or applicable Legal Requirements; provided that under no circumstances shall Purchaser assume any obligation to provide equity, equity-based, or long-term incentive awards and Seller shall retain all such obligations that arise prior to the Closing Dateor otherwise under any Other Benefit Obligation. Purchaser shall also assume and honor the Other Benefit Obligations maintained by the Company for its employees, which are not sponsored or maintained by Seller for any employees other than those of the Company, including but not limited to vacation, sick leave, and such equity compensation shall be other paid leaves of absence and subject to the any amendment or termination thereof that may be permitted by such terms or applicable Legal Requirements. Except as expressly provided for in this Section 7.6, Seller shall retain all other Plans and Other Benefit Obligations in which employees of the applicable award agreement and equity incentive planCompany or its Subsidiary may participate immediately prior to the Closing.

Employee Matters. (a) With respect For the period commencing on the Closing Date until the second anniversary thereof (or, if earlier, the date of termination of the applicable Company Employee (as defined below)), Parent shall provide or shall cause one of its subsidiaries, including the Surviving Corporation or any of its subsidiaries, to those individuals provide to each employee of the Company and any of its subsidiaries who are employees continues his or her employment with Parent or any of a TGE Entity its subsidiaries, including the Surviving Corporation and any of its subsidiaries (collectively, “Company Employees”), following the Closing Date, with: (i) base salary that is not less than the base salary as in effect immediately prior to the Closing DateEffective Time, who do not have an employment agreement with any TGE Entity immediately prior to the Closing Date and who remain employed by an Acquiror or any of its Affiliates immediately following the Closing (the “Continuing Employees”), Acquirors or an Affiliate of Acquirors shall, for a period of 12 months following the Closing, except with the prior written consent of the Chief Executive Officer of TGE GP, (i) continue to employ each Continuing Employee in a position and with a title substantially similar to the position and title that such Continuing Employee held immediately prior to the Closing; (ii) continue to provide the Continuing Employees with annualized base salaries (or hourly wages, as applicable) target annual and annual long-term incentive compensation opportunities that are at least substantially similar to those provided to the Continuing Employees not less favorable than that in effect immediately prior to the Closing; Effective Time (provided that cash compensation may be substituted for equity compensation for purposes of long-term incentive compensation), and (iii) continue to provide the Continuing Employees with employee benefits (excluding, for this purpose, any defined benefit or supplemental pension plan (whether or not tax-qualified), and post-termination health, life or other welfare benefits, in each case, except as required by a Company Benefit Plan or by applicable Legal Requirements) that are notare, in the aggregate, not less favorable than the employee benefits provided to such Company Employee as of the Effective Time; provided that were available a change in employee benefits shall not be deemed to Continuing Employees immediately violate this clause (iii) if such change results from a change in the applicable program for all similarly-situated employees of Parent and its subsidiaries in the applicable jurisdiction so long as (A) Parent and its subsidiaries continue to offer benefits to employees (including Company Employees) that include medical, dental, vision, disability and life insurance, and a matching program comparable to the Company’s 401(k) Plan or, as applicable, a Company subsidiary’s existing defined contribution plan, and (B) the aggregate employee benefits provided to the employee are not less favorable than the aggregate employee benefits provided to similarly-situated employees of Parent and its subsidiaries in the applicable jurisdiction. Without limiting the generality of the foregoing, the Surviving Corporation shall (x) honor or cause to be honored the Xxxxxxxxx Xxxxx, Inc. Xxxxxxxxx Policy in accordance with its terms (in effect on the date hereof, and as it may be amended in accordance with the terms of this Agreement and the Company Disclosure Letter) and (y) with respect to any Company Employee who does not participate in the Xxxxxxxxx Xxxxx, Inc. Severance Policy and whose employment with the Surviving Corporation and its Affiliates terminates prior to the Closing under the TGE Benefit Plans (excluding defined benefit pensions and supplemental retirement benefits, retiree medical or other retiree welfare benefits); provided, however, that any obligation in clauses (ii) and (iii) above to provide Continuing Employees with equity compensation shall not apply if equity securities second anniversary of TGE (or equity securities of any successor entity) are not listed on a national securities exchange; and provided, further, that, for the avoidance of doubt, notwithstanding the foregoing proviso, Acquirors shall cause to be awarded all equity compensation contemplated by Schedule 6.3(h) when and as provided on Schedule 6.3(h) to the extent not awarded prior to the Closing Date, honor or cause to be honored any severance policy or program applicable to such Company Employee as of the date of this Agreement (as set forth in the plans or descriptions of plans in Section 4.15(a) of the Company Disclosure Letter, including the Xxxxxxxxx Xxxxx, Inc. Non-Executive Severance Policy, in each case as in effect on the date of this Agreement, and such equity compensation shall as it may be subject to amended in accordance with the terms of this Agreement and the applicable award agreement Company Disclosure Letter), including by taking into account service and equity compensation following the Effective Time. Parent shall honor or cause the Surviving Corporation to honor any fiscal year 2017 bonus program and any long-term incentive planawards, in each case implemented or granted by the Company in accordance with the terms of this Agreement and the Company Disclosure Letter.

Employee Matters. (a) With respect During the period beginning on the Closing Date and ending twelve (12) months thereafter, the Parent: (i) shall not, without the consent of Xxxxx X. Xxxxx (which consent may not be unreasonably withheld, conditioned or delayed), in his capacity as Chief Executive Officer of the Surviving Company, (A) terminate for a reason other than cause the employment of any employee of the Company who continues to those individuals who are employees be employed by such Surviving Company (each, a “Continuing Employee” and collectively, the “Continuing Employees”), (B) reassign, modify or alter the responsibilities of a TGE Entity the Continuing Employees or the reporting relationships or organizational structure among the Continuing Employees, in each case as in effect immediately prior to the Closing Date, who do not have an employment agreement or (C) subcontract or outsource the responsibilities of the Continuing Employees so as to be performed by third parties; (ii) shall provide, or shall cause the Surviving Company to provide, each Continuing Employee with any TGE Entity (A) at least the same salary or hourly wage rate, as provided to such Continuing Employee immediately prior to the Closing Date and who remain employed by an Acquiror or any of its Affiliates immediately following the Closing (the “Continuing Employees”), Acquirors or an Affiliate of Acquirors shall, for a period of 12 months following the Closing, except with the prior written consent of the Chief Executive Officer of TGE GP, (i) continue to employ each Continuing Employee in a position and with a title substantially similar to the position and title that such Continuing Employee held immediately prior to the Closing; (ii) continue to provide the Continuing Employees with annualized base salaries (or hourly wages, as applicable) and annual incentive compensation opportunities that are at least substantially similar to those provided to the Continuing Employees immediately prior to the Closing; and (iii) continue to provide the Continuing Employees with employee benefits that are not, in the aggregate, less favorable than the employee benefits that were available to Continuing Employees immediately prior to the Closing under the TGE Benefit Plans (excluding defined benefit pensions and supplemental retirement benefits, retiree medical or other retiree welfare benefits)Date; provided, however, that the cash value of any obligation incentive compensation opportunities accrued as of the Closing Date, which is estimated in clauses (ii) Schedule 6.08(a), shall be paid to applicable Company employees at the Closing Date, and (iiiB) above employee benefits that are no less favorable in the aggregate than the employee benefits provided under Parent’s employee benefit plans to provide similarly situated employees. Each Continuing Employees with equity Employee will participate in the Bank’s incentive compensation shall not apply if equity securities opportunities on the same terms as similarly situated Bank employees effective as of TGE the Closing Date. Without limiting the generality of the foregoing (or equity securities of any successor entity) are not listed on a national securities exchange; and provided, further, that, for the avoidance of doubt, notwithstanding the foregoing proviso, Acquirors shall cause to be awarded all equity compensation contemplated by Schedule 6.3(h) when and as provided on Schedule 6.3(h) to the extent not awarded prior to the Closing Date, and such equity compensation shall be subject to the consent of Xxxxx X. Xxxxx referenced in clause (i)), the Parent shall provide, or shall cause the Surviving Company to provide, severance pay and benefits to any Continuing Employee whose employment is involuntarily terminated during the period beginning on the Closing Date and ending twelve (12) months thereafter on terms of and in amounts no less favorable, in the applicable award agreement and equity incentive planaggregate, as listed in Schedule 6.08.

Employee Matters. (a) With respect Acquiror shall provide, or cause to those individuals who are be provided, to the current employees of a TGE Entity immediately prior to the Company and its Subsidiaries who remain employed with the Surviving Corporation or its Subsidiaries following the Closing Date(the “Affected Employees”), who do not have an employment agreement with any TGE Entity for a period of one (1) year following the Closing (and while employed by Surviving Corporation or its Subsidiaries), (i) annual base salary or wage (as applicable) and target annual cash incentive compensation or commission opportunities that are, in each case, no less than the annual base salary or wages and target annual cash incentive compensation or commission opportunities, respectively, provided to each such Affected Employee immediately prior to the Closing Date and who remain employed by an Acquiror or any of its Affiliates immediately following the Closing (the “Continuing Employees”), Acquirors or an Affiliate of Acquirors shall, for a period of 12 months following the Closing, except with the prior written consent of the Chief Executive Officer of TGE GP, (i) continue to employ each Continuing Employee in a position and with a title substantially similar to the position and title that such Continuing Employee held immediately prior to the Closing; (ii) continue to provide the Continuing Employees with annualized base salaries health, welfare and retirement benefits (or hourly wages, as applicable) and annual incentive compensation opportunities that are at least substantially similar to those provided to the Continuing Employees immediately prior to the Closing; and (iii) continue to provide the Continuing Employees with employee benefits that are not, in the aggregate, less favorable than the employee benefits that were available to Continuing Employees immediately prior to the Closing under the TGE Benefit Plans (excluding defined benefit pensions and supplemental retirement benefits, retiree medical or other retiree welfare benefits); provided, however, that any obligation in clauses (ii) and (iii) above to provide Continuing Employees with equity compensation shall not apply if equity securities of TGE (or equity securities of any successor entity) are not listed on a national securities exchange; and provided, further, thatexcluding, for the avoidance of doubt, notwithstanding any post-employment welfare, defined benefit pension and deferred compensation plans) that are either (x) substantially similar in the foregoing proviso, Acquirors shall cause aggregate to be awarded all equity compensation contemplated those currently provided by Schedule 6.3(h) when the Company and as provided on Schedule 6.3(h) its Subsidiaries to the extent not awarded each such Affected Employee immediately prior to the Closing DateDate or (y) the same as those made available to similarly situated employees of Acquiror and its Subsidiaries. Acquiror shall and shall cause the Company and its Subsidiaries, and such equity compensation shall be subject as applicable, to honor the terms of existing employment, severance, change of control and salary continuation agreements between the applicable award agreement Company or any of its Subsidiaries and equity any current or former officer, director, employee or consultant of the Company or any of its Subsidiaries or group of such officers, directors, employees or consultants, in each case, to the extent the Company or any of its Subsidiaries would have been required to perform (and on and prior to the Closing was performing) such agreements and such agreements constitute Company Benefit Plans set forth on Schedule 4.12(a). For the avoidance of doubt, (A) any equity-based incentive plancompensation, retention, change in control, transaction, and similar one-time bonus or special compensation shall not be taken into consideration for the purposes of the requirements of this Section 7.4(a) and (B) this Section 7.4(a) shall not apply to Affected Employees who are covered by a collective bargaining agreement.

Employee Matters. (a) With respect to those individuals who are employees of a TGE Entity immediately prior Unless otherwise agreed between any Continuing Employee and Parent and subject to the Closing Dateterms of any collective bargaining agreement which covers any Continuing Employee, who do not have an employment agreement with any TGE Entity immediately prior to Parent shall, or shall cause the Company or one of its Subsidiaries to, provide (i) from and after the Closing Date and who remain employed by an Acquiror until the first anniversary thereof (or any earlier cessation of its Affiliates immediately following the Closing (the “Continuing Employees”employment, as applicable), Acquirors a base salary or an Affiliate of Acquirors shall, for a period of 12 months following the Closing, except with the prior written consent of the Chief Executive Officer of TGE GP, (i) continue base wages to employ each Continuing Employee in at a position and with a title substantially similar rate that is no less than the annual rate of the base salary or base wages that was provided to the position and title that such Continuing Employee held immediately prior to the Closing; (ii) continue to provide from and after the Continuing Employees with annualized base salaries Closing Date until December 31 of the year in which the Closing occurs (or hourly wagesearlier cessation of employment, as applicable) and ), target annual incentive compensation opportunities cash bonus opportunity to each Continuing Employee that are at least substantially similar to those is no less than the target annual cash bonus opportunity that was provided to the such Continuing Employees Employee immediately prior to the Closing; Closing and (iii) continue to provide from and after the Continuing Employees with Closing Date until the first anniversary thereof (or earlier cessation of employment, as applicable), other employee benefits (but excluding any change of control, sale, retention or similar bonus arrangements, long-term incentive cash bonus opportunity or equity or equity-linked compensation) that are notsubstantially similar, in the aggregate, less favorable than to, in Parent’s sole discretion, either (x) the other employee benefits that were available (but excluding any change of control, sale, retention or similar bonus arrangements, long-term incentive cash bonus opportunity or equity or equity-linked compensation) provided to Continuing Employees employees of the Company or any of its Subsidiaries immediately prior to the Closing under Date or (y) the TGE Benefit Plans other employee benefits (but excluding any change of control, sale, retention or similar bonus arrangements, long-term incentive cash bonus opportunity or equity or equity-linked compensation) provided to similarly-situated employees of Parent and its Subsidiaries (excluding defined benefit pensions any such benefits that similarly-situated employees of Parents and supplemental retirement benefitsits Subsidiaries become entitled to as a result of the transactions contemplated by this Agreement or any Ancillary Agreement). Nothing in this Agreement shall preclude Parent, retiree medical the Surviving Company or other retiree welfare benefits); provided, however, that any obligation in clauses (ii) and (iii) above to provide Continuing Employees with equity compensation shall not apply if equity securities of TGE (or equity securities its Subsidiaries from terminating the employment of any successor entity) are not listed employee at any time on a national securities exchange; and provided, further, that, for the avoidance of doubt, notwithstanding the foregoing proviso, Acquirors shall cause to be awarded all equity compensation contemplated by Schedule 6.3(h) when and as provided on Schedule 6.3(h) to the extent not awarded prior to or after the Closing Date, and or require any payment of compensation or provision of benefits to such equity compensation shall be subject to the terms of the applicable award agreement and equity incentive planperson thereafter.

Employee Matters. (a) With respect Purchaser intends to those individuals who are employees continue the employment of a TGE Entity immediately prior to the Employees after the Closing Date, who do not have an employment agreement with any TGE Entity immediately prior to . For a period commencing on the Closing and ending on the one (1)-year anniversary of the Closing Date and who remain employed by an Acquiror (but not beyond the termination of the relevant employee if sooner), Purchaser shall, or any shall cause one of its Affiliates immediately following the Closing direct or indirect Subsidiaries (the “Continuing Employees”)including, Acquirors or an Affiliate of Acquirors shall, for a period of 12 months following the Closing, except any Company) to, provide the Employees with the prior written consent of the Chief Executive Officer of TGE GP, (i) continue employment at a base salary or wage rate and bonus opportunities (other than change in control, retention, equity or equity-based or one-time bonuses) that are, in the aggregate, no less than the base salary or wage rate and bonus opportunities (other than change in control, retention, equity or equity-based or one-time bonuses) as in effect with respect to employ each Continuing such Employee in a position and with a title substantially similar to the position and title that such Continuing Employee held immediately prior to the Closing; , and (ii) continue benefits to provide the Continuing Employees with annualized base salaries (or hourly wages, as applicable) and annual incentive compensation opportunities that are at least substantially similar comparable to those the benefits provided to the Continuing Employees immediately prior to the Closing; provided, however, that if deemed advisable by Purchaser in response to any global, national or local pandemic or similar event, Purchaser may change the compensation, benefits and/or other terms and/or conditions of employment of any Employee consistent with business needs, and (iii) continue no such action shall be treated as a breach of this Section 6.7(a). For eligibility, vesting, and benefit accrual purposes under the employee benefit plans of Purchaser and its Affiliates providing benefits to provide each Company’s Employees after the Continuing Closing Date, Purchaser shall use commercially reasonable efforts to credit each Company’s Employees with employee benefits that are nothis or her years of service with the Companies before the Closing Date, in the aggregate, less favorable than the employee benefits that were available to Continuing Employees immediately prior to the same extent as such Person was entitled before the Closing Date to such credit under the TGE a corresponding Company Benefit Plans (excluding defined benefit pensions and supplemental retirement benefits, retiree medical or other retiree welfare benefits)Plan; provided, however, that any obligation in clauses (ii) and (iii) above to provide Continuing Employees with equity compensation the foregoing shall not apply if equity securities of TGE (or equity securities of any successor entity) are not listed on a national securities exchange; and provided, further, that, for the avoidance of doubt, notwithstanding the foregoing proviso, Acquirors shall cause to be awarded all equity compensation contemplated by Schedule 6.3(h) when and as provided on Schedule 6.3(hi) to the extent such credit would result in a duplication of benefits, or (ii) with respect to retiree medical, defined benefit pension plans, or for purposes of qualifying for subsidized early retirement benefits. Except as otherwise set forth in this Section 6.7 or as may be specifically required by applicable Law, Purchaser shall not awarded be obligated to require any Company to continue to provide any particular type of employee benefits or compensation to any Employee. To the extent applicable for the plan year in which the Closing occurs, Purchaser shall use or shall cause its Affiliates to use commercially reasonable efforts to (a) waive all waiting periods, pre-existing condition exclusions, actively-at-work and evidence of insurability requirements that would otherwise be applicable to an Employee dependent to the same extent as such requirements were no longer applicable under a corresponding Company Benefit Plan; and (b) provide each Employee and his or her eligible dependents with credit for any co-payments or coinsurance and deductibles paid prior to the Closing under a Company Benefit Plan (to the same extent that such credit was given under the analogous Company Benefit Plan prior to the Closing Date) in satisfying any applicable deductible, and co-payment, coinsurance or maximum out-of-pocket requirements under any benefit plan of Purchaser or its Affiliates in which such equity compensation shall be subject to the terms of the applicable award agreement and equity incentive plan.Employee participates. 41

Employee Matters. Section 3.20(a) of the Portables Disclosure Letter contains a complete and accurate list of the following information for Portables' employees, managers, directors, independent contractors, consultants and agents, including each employee on leave of absence (aincluding, without limitation, short- or long-term disability leave and FMLA leave) With or layoff status, as of June 30, 2011: name; job title; date of hiring or engagement; date of commencement of employment or engagement; current compensation paid or payable and any change in compensation since January 1, 2010; sick and vacation leave that is accrued but unused; and service credited for purposes of vesting and eligibility to participate under any Portables Benefit Plans. There are no Actions pending or, to the knowledge of Portables or CNCG, threatened involving Portables or any Portables Subsidiary and any of their respective employees or former employees (with respect to those individuals who are employees of a TGE Entity immediately prior to the Closing Date, who do not have their status as an employment agreement with any TGE Entity immediately prior to the Closing Date and who remain employed by an Acquiror employee or any of its Affiliates immediately following the Closing (the “Continuing Employees”), Acquirors or an Affiliate of Acquirors shall, for a period of 12 months following the Closing, except with the prior written consent of the Chief Executive Officer of TGE GP, (i) continue to employ each Continuing Employee in a position and with a title substantially similar to the position and title that such Continuing Employee held immediately prior to the Closing; (ii) continue to provide the Continuing Employees with annualized base salaries (or hourly wagesformer employee, as applicable) including any harassment, discrimination, retaliatory act or similar claim. To Portables' or CNCG's knowledge, since January 1, 2008, there has been: (i) no labor union organizing or attempting to organize any employee of Portables or any of the Portables Subsidiaries into one or more collective bargaining units with respect to their employment with Portables or any of the Portables Subsidiaries; and annual incentive compensation opportunities that are at least substantially similar (ii) no labor dispute, strike, work slowdown, work stoppage or lock out or other collective labor action by or with respect to those provided any employees of Portables or any of the Portables Subsidiaries is pending with respect to their employment with Portables or any of the Portables Subsidiaries or threatened against Portables or any of the Portables Subsidiaries. Neither Portables nor any of the Portables Subsidiaries is a party to, or bound by, any collective bargaining agreement or other agreement with any labor organization applicable to the Continuing Employees immediately prior employees of Portables or any of the Portables Subsidiaries and no such agreement is currently being negotiated. Except as set forth on Section 3.20(c) of the Portables Disclosure Letter, Portables and the Portables Subsidiaries (i) are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, health and safety and wages and hours, including laws relating to discrimination, disability, labor relations, hours of work, payment of wages and overtime wages, pay equity, immigration, workers compensation, working conditions, employee scheduling, occupational safety and health, family and medical leave, and employee terminations, and have not received notice, in any form, that there is any Action involving unfair labor practices against Portables or any of the Closing; Portables Subsidiaries pending, (ii) are not liable for any arrears of wages or any penalty for failure to comply with any of the foregoing, and (iii) continue are not liable for any payment to provide the Continuing Employees any trust or to any Governmental Authority with employee respect to unemployment compensation benefits, social security or other benefits that are notor obligations for employees, independent contractors or consultants (other than routine payments to be made in the aggregateordinary course of business and consistent with past practice). Without limiting the foregoing, less favorable neither Portables nor any Portables Subsidiary has any liability with respect to any misclassification of any Person as (i) an independent contractor rather than the employee benefits that were available to Continuing Employees immediately prior to the Closing under the TGE Benefit Plans (excluding defined benefit pensions and supplemental retirement benefitsas an employee, retiree medical or other retiree welfare benefits); provided, however, that any obligation in clauses (ii) and (iii) above an employee exempt from any overtime Law or regulation. There are no Actions pending or, to provide Continuing Employees with equity compensation shall not apply if equity securities the knowledge of TGE (Portables, threatened against Portables or equity securities any Portables Subsidiary brought by or on behalf of any successor entity) are not listed on a national securities exchange; and providedapplicant for employment, furtherany current or former employee, that, for the avoidance of doubt, notwithstanding the foregoing proviso, Acquirors shall cause any Person alleging to be awarded all equity compensation contemplated by Schedule 6.3(h) when and as provided on Schedule 6.3(h) a current or former employee, or any Governmental Authority, relating to any such Law or regulation, or alleging breach of any express or implied contract of employment, wrongful termination of employment, or alleging any other discriminatory, wrongful or tortuous conduct in connection with the extent not awarded prior to the Closing Date, and such equity compensation shall be subject to the terms of the applicable award agreement and equity incentive planemployment relationship.

Employee Matters. (a) With respect to As of the Effective Time, Seller shall terminate all of its employees at the Hospital, and Purchaser shall hire all such employees commencing as of the Effective Time in positions and at compensation levels consistent with those individuals who are employees of a TGE Entity being provided by Seller immediately prior to the Closing Date, who do not have an employment agreement with any TGE Entity immediately prior to the Closing Date and who remain employed by an Acquiror or any of its Affiliates immediately following the Closing (the “Continuing Employees”), Acquirors or an Affiliate of Acquirors shall, Effective Time. Compensation levels will be maintained for a minimum of ninety (90) days after which compensation levels may be adjusted to be consistent with the compensation guidelines of the Purchaser. Nothing herein shall be deemed to affect or limit in any way normal management prerogatives of Purchaser with respect to employees or to create or grant to any such employees third party beneficiary rights or claims of any kind or nature. Within the period of 12 months ninety (90) days before the Closing, Seller shall not, and within the ninety (90) days following the Closing, except with Purchaser shall not: (1) permanently or temporarily shut down a single site of employment, or one or more facilities or operating units within a single site of employment, if the prior written consent shutdown results in an employment loss during any thirty (30) day period at the single site of employment for fifty (50) or more employees, excluding any part-time employees; or (2) have a mass layoff at a single site of employment of at least thirty-three percent (33%) of the Chief Executive Officer active employees and at least fifty (50) employees, excluding part-time employees. The terms “single site of TGE GP, employment,” “operating unit,” “employment loss” and “mass layoff” shall be defined as in the Workers Adjustment Retraining and Notification Act (i) continue the “WARN Act”). With respect to employ each Continuing Employee in a position and with a title substantially similar to the position and title that such Continuing Employee held immediately prior to terminations of employees following the Closing; (ii) continue to , Purchaser shall be responsible for any notification required under the WARN Act. In respect of the employees employed by Purchaser, Purchaser or Purchaser’s employee benefit plans shall provide the Continuing Employees with annualized base salaries (or hourly wages, as applicable) and annual incentive compensation opportunities that are at least substantially similar to those provided to the Continuing Employees immediately prior to the Closing; and (iii) continue to provide the Continuing Employees such employees with employee benefits that consistent with the benefits generally offered to similarly situated employees of Purchaser or its affiliates and, to the extent such benefits are notbased, in whole or in part, on service with Purchaser or its affiliate, Purchaser or Purchaser’s employee benefit plans shall recognize the aggregate, less favorable than existing seniority and service with Seller and Commonly Controlled Entities of all such employees for benefits purposes and shall provide credit under such plans for purposes of determining eligibility and vesting and the employee benefits that were available to Continuing Employees immediately prior to the Closing under the TGE Benefit Plans rate of benefit accrual (excluding defined but not actual benefit pensions and supplemental retirement benefits, retiree medical or other retiree welfare benefitsaccrual); provided, however, that no such credit need be given in respect of any obligation new plan commenced or participated in clauses by Purchaser in which no prior service credit is given or recognized to or for other plan beneficiaries. In extending such benefits, Purchaser shall waive pre-existing conditions limitations in Purchaser’s welfare benefit plans which might otherwise apply to such employees except to the extent employees have not satisfied such limitations under the current welfare benefit plans of Seller. To the extent Purchaser can do so under its existing employee welfare plans, Purchaser will credit such employees for deductibles and co-pays paid under Seller’s welfare plans for the plan year that includes the Closing Date. The existing Purchaser 401(k) defined contribution plan shall accept rollovers by such employees from a Seller plan provided (i) such rollover is in cash (or cash and the employee’s promissory note in the case of an employee with an outstanding participant loan) and (ii) and the Purchaser is provided a written declaration from the administrator of the Seller plan that such distribution is an “eligible rollover distribution” under the Code. Additionally, Purchaser shall credit each Hired Employee with such employee’s accrued extended illness benefit as of the Effective Time (iii“EIB”) above up to provide Continuing Employees with equity compensation shall not apply if equity securities a maximum of TGE (or equity securities 168 hours. All such use of any successor entity) are not listed on a national securities exchange; and provided, further, that, for the avoidance of doubt, notwithstanding the foregoing proviso, Acquirors shall cause to be awarded all equity compensation contemplated by Schedule 6.3(h) when and as provided on Schedule 6.3(h) to the extent not awarded prior to the Closing Date, and such equity compensation Hired Employee’s EIB hours shall be subject to the terms restrictions under Seller’s policy existing as of the applicable award agreement and equity incentive plandate of this Agreement.

Employee Matters. (a) With respect For the period beginning at the Effective Time and ending on December 31 of the year in which the Closing occurs (the “Benefit Continuation Period”), New Holdco shall, to those individuals the fullest extent permitted by applicable Law, provide or cause to be provided to each individual who are is employed as of the Effective Time by Praxair or any of its Subsidiaries or Listed Subsidiaries or by Linde or any of its Subsidiaries or Listed Subsidiaries and who remains employed by Praxair or any of its Subsidiaries or Listed Subsidiaries or by Linde or any of its Subsidiaries or Listed Subsidiaries (such employees of a TGE Entity collectively, the “Affected Employees”) (i) base salary in an amount substantially comparable to the base salary provided to the Affected Employee immediately prior to the Closing DateEffective Time, who do not have (ii) an employment agreement with any TGE Entity annual bonus opportunity that is substantially comparable to the annual bonus opportunity provided to the Affected Employee immediately prior to the Closing Date Effective Time, and who remain employed by an Acquiror or any of its Affiliates immediately following the Closing (the “Continuing Employees”), Acquirors or an Affiliate of Acquirors shall, for a period of 12 months following the Closing, except with the prior written consent of the Chief Executive Officer of TGE GP, (iiii) continue to employ each Continuing Employee in a position and with a title substantially similar to the position and title that such Continuing Employee held immediately prior to the Closing; (ii) continue to provide the Continuing Employees with annualized base salaries (or hourly wages, as applicable) and annual incentive other compensation opportunities and employee benefits that are at least substantially similar comparable in the aggregate to those provided to the Continuing Employees Affected Employee immediately prior to the Closing; and (iii) continue Effective Time. Without limiting the generality of the foregoing, during the Benefit Continuation Period New Holdco shall cause Praxair, its Subsidiaries or its Listed Subsidiaries or Linde, its Subsidiaries or its Listed Subsidiaries to provide the Continuing Employees with employee to each Affected Employee who suffers a termination of employment by Praxair, Linde or their respective Subsidiaries or Listed Subsidiaries severance benefits that are not, in amounts and on terms and conditions no less favorable in the aggregate, less favorable aggregate to such Affected Employee than the employee benefits that were available to Continuing Employees immediately prior to the Closing such Affected Employee would have received under the TGE Benefit Plans (excluding defined benefit pensions severance plans, programs, policies and supplemental retirement benefitsarrangements applicable to such Affected Employee as of Closing. Notwithstanding the foregoing, retiree medical or other retiree welfare benefits); provided, however, that any obligation in clauses (iithe provisions of this Section 6.14(a) and (iii) above to provide Continuing Employees with equity compensation shall not apply if equity securities of TGE (with respect to Affected Employees whose employment is governed by a collective bargaining or equity securities of any successor entity) are not listed on a national securities exchange; and provided, further, that, for the avoidance of doubt, notwithstanding the foregoing proviso, Acquirors shall cause to be awarded all equity compensation contemplated by Schedule 6.3(h) when and as provided on Schedule 6.3(h) to the extent not awarded prior to the Closing Date, and such equity compensation shall be subject to the terms of the applicable award agreement and equity incentive plansimilar agreement.

Employee Matters. (a) With respect to those individuals each employee of the Company or its Subsidiaries who are employees is employed by the Company or any of a TGE Entity its Subsidiaries as of immediately prior to the Closing Date, who do not have Effective Time and continues as an employment agreement with any TGE Entity immediately prior to employee of the Closing Date and who remain employed by an Acquiror Surviving Corporation or any of its Affiliates immediately following the Closing Subsidiaries (the “Continuing Company Employees”), Acquirors or an Affiliate of Acquirors shall, for a period of 12 twelve (12) months following the Closing (or, if earlier, the termination of the applicable Company Employee’s employment with Parent, the Surviving Corporation and their Affiliates) (the “Continuation Period”), Parent shall, or shall cause one of Parent’s Subsidiaries, including the Surviving Corporation to, provide (i) a base salary or wage level, target cash bonus opportunity, and target equity incentive opportunity, as set forth on Section 4.18 of the Company Disclosure Letter, to such Company Employee that, in each case, is not less favorable than the base salary or wage level, target cash bonus opportunity, and target equity incentive opportunity, as set forth on Section 4.18 of the Company Disclosure Letter, provided to the Company Employee immediately prior to the Effective Time and (ii) employee benefits (excluding equity-based compensation, defined benefit pension plan benefits, change in control, retention or severance benefits or awards or any similar compensation or benefit) that are substantially comparable, in the aggregate, to the benefits (excluding equity-based compensation, defined benefit pension plan benefits, change in control, retention or severance benefits or awards or any similar compensation or benefit) provided to such Company Employee under the Company Benefit Plans immediately prior to the Effective Time. Parent agrees that for a period of twenty-four (24) months following the Closing, except with the prior written consent of the Chief Executive Officer of TGE GPfailure or refusal by any Company Employee, (i) continue to employ each Continuing Employee in a position and with a title substantially similar to the position and title that such Continuing Employee held immediately prior to the Closing; (ii) continue to provide the Continuing Employees with annualized base salaries (or hourly wages, as applicable) and annual incentive compensation opportunities that are at least substantially similar to those provided to the Continuing Employees immediately prior to the Closing; and (iii) continue to provide the Continuing Employees with employee benefits that are not, in the aggregate, less favorable other than the employee benefits that were available Specified Executives, to Continuing Employees immediately prior enter into a restrictive covenant agreement with Parent or its Subsidiaries (including the Surviving Corporation), whether as a condition to the Closing under the TGE Benefit Plans (excluding defined benefit pensions and supplemental retirement benefitscontinued employment or otherwise, retiree medical or other retiree welfare benefits); provided, however, that any obligation in clauses (ii) and (iii) above to provide Continuing Employees with equity compensation shall not apply if equity securities of TGE (constitute a basis for terminating such Company Employee for “cause” with respect to any determination relating to a Rollover RSU or equity securities of any successor entity) are not listed on a national securities exchange; and provided, further, that, for the avoidance of doubt, notwithstanding the foregoing proviso, Acquirors shall cause to be awarded all equity compensation contemplated by Schedule 6.3(h) when and as provided on Schedule 6.3(h) to the extent not awarded prior to the Closing Date, and such equity compensation shall be subject to the terms of the applicable award agreement and equity incentive planRollover Stock Option.

Employee Matters. (a) With For a period of one year following the Effective Time (the “Continuation Period”) (or, if earlier with respect to a Company Employee, the date of termination of employment of such Company Employee), Parent shall provide or shall cause the Surviving Corporation to provide to each Company Employee (i) a base salary or wage rate and target cash incentive opportunity that are at least as favorable in the aggregate to those individuals who are employees provided to such Company Employee by the Company or any Company Subsidiary, as applicable, as of a TGE Entity immediately prior to the Closing DateEffective Time and (ii) other employee benefits (excluding cash incentive opportunities, who do not have an employment agreement with any TGE Entity severance (except as provided in the following sentence), equity and equity based awards, change in control plans, retention, transaction, nonqualified deferred compensation, defined benefit pension, and post-termination or retiree health or welfare benefits (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate to those provided to such Company Employee by the Company or a Company Subsidiary under the Company Benefit Plans and Company Benefit Agreements that are disclosed in Section 4.11 of the Company Disclosure Letter (other than the Excluded Benefits), as applicable, as of immediately prior to the Closing Date and who remain employed Effective Time (or, to the extent a Company Employee becomes covered by an Acquiror employee benefit plan or any program of Parent (or one of its Affiliates immediately following other than the Closing Surviving Corporation) during such period, substantially comparable to those benefits maintained for and provided to similarly situated employees of Parent (or its relevant Affiliate)). Notwithstanding the “Continuing Employees”)foregoing, Acquirors or an Affiliate of Acquirors during the Continuation Period, Parent shall, for and shall cause the Surviving Corporation to, provide any Company Employee who experiences a period termination of 12 months following employment under the Closing, except with the prior written consent circumstances set forth in Section 7.03(a) of the Chief Executive Officer of TGE GP, (i) continue to employ each Continuing Employee in a position and Company Disclosure Letter with a title substantially similar to the position and title that such Continuing Employee held immediately prior to the Closing; (ii) continue to provide the Continuing Employees with annualized base salaries (or hourly wages, as applicable) and annual incentive compensation opportunities that are at least substantially similar to those provided to the Continuing Employees immediately prior to the Closing; and (iii) continue to provide the Continuing Employees with employee severance benefits that are not, in the aggregate, no less favorable than those set forth in Section 7.03(a) of the employee benefits that were available to Continuing Employees immediately prior to the Closing under the TGE Benefit Plans (excluding defined benefit pensions and supplemental retirement benefitsCompany Disclosure Letter, retiree medical or other retiree welfare benefits); provided, however, that any obligation in clauses (ii) and (iii) above to provide Continuing Employees with equity compensation shall not apply if equity securities of TGE (or equity securities of any successor entity) are not listed on a national securities exchange; and provided, further, that, for the avoidance of doubt, notwithstanding the foregoing proviso, Acquirors shall cause to be awarded all equity compensation contemplated by Schedule 6.3(h) when and as provided on Schedule 6.3(h) to the extent not awarded prior to the Closing Date, and such equity compensation shall be subject to the terms Company Employee’s execution of a general release of claims in favor of the applicable award agreement Company, Parent and equity incentive plan.related Persons. 55

Employee Matters. (a) With respect to those individuals who are employees For a period commencing at Closing and ending on the one (1)-year anniversary of a TGE Entity immediately prior to the Closing Date, who do not have an employment agreement with any TGE Entity immediately prior to the Closing Date and who remain employed by an Acquiror (but not beyond the termination of the relevant employee if sooner), Purchaser shall, or any shall cause one of its Affiliates immediately direct or indirect Subsidiaries (including, following Closing, the Company) to, provide the employees of the Company and its Subsidiaries as of Closing (collectively, the “Continuing Company Employees”), Acquirors or an Affiliate of Acquirors shall, for a period of 12 months following the Closing, except ) with the prior written consent of the Chief Executive Officer of TGE GP, (i) continue to employ each Continuing Employee a base salary or wage rate and annual cash incentive compensation target that are, in a position and with a title the aggregate, substantially similar comparable to the position and title that such Continuing Employee held immediately prior to the Closing; (ii) continue to provide the Continuing Employees with annualized base salaries (salary or hourly wages, as applicable) wage rate and annual cash incentive compensation opportunities that are at least substantially similar target as in effect with respect to those provided to the Continuing Employees such Company Employee immediately prior to the Closing; and (iiiii) continue to provide the Continuing Employees with employee benefits (excluding any incentive compensation not consistent with historical norms, deferred compensation, defined benefit, retiree or post-termination health or welfare benefit, change in control bonus, transaction bonus, retention and equity or equity-based arrangements) that are notare, in the aggregate, less favorable than the employee benefits that were available substantially comparable to Continuing Employees immediately prior either (x) those provided to the Closing Company Employees under the TGE Company Benefit Plans as of the Closing (excluding any incentive compensation not consistent with historical norms deferred compensation, defined benefit pensions and supplemental retirement benefitsbenefit, retiree medical or other post-termination health or welfare benefit, change in control bonus, transaction bonus, retention and equity or equity-based arrangements), or (y) those provided to employees of Purchaser and its Affiliates (excluding deferred compensation, defined benefit, retiree or post-termination health or welfare benefitsbenefit, change in control bonus, transaction bonus, retention and equity or equity-based arrangements); provided, however, that (A) if deemed advisable by Purchaser in response to any obligation in clauses (iiglobal, national or local pandemic or similar event, Purchaser may change the compensation, benefits and/or other terms and/or conditions of employment of any Company Employee not to satisfy the requirements of this Section 6.7(a) and no such action shall be treated as a breach of this Section 6.7(a) and (iiiB) above to provide Continuing Employees with equity compensation this Section 6.7(a) shall not apply if equity securities of TGE (or equity securities of to any successor entity) are Company Employee who at any time is furloughed, placed on leave, not listed on a national securities exchange; and provided, further, that, actively working for the avoidance Company or any of doubtits Subsidiaries or otherwise laid off. Except as otherwise set forth in this ‎Section 6.7‎ or as may be specifically required by applicable Law, notwithstanding Purchaser shall not be obligated to require the foregoing proviso, Acquirors shall cause Company to be awarded all equity continue to provide any particular type of employee benefits or compensation contemplated by Schedule 6.3(h) when and as provided on Schedule 6.3(h) to the extent not awarded prior to the Closing Date, and such equity compensation shall be subject to the terms of the applicable award agreement and equity incentive planany Company Employee.

Employee Matters. (a) With respect For one (1) year following the Closing Date (or, if earlier, an applicable Company Employee’s termination date), Purchaser shall provide or cause the Company and/or the Company Subsidiaries to those individuals who are employees provide to all Company Employees as of the Closing (“Continuing Employees”) (i) a TGE Entity salary or wage level and target cash bonus opportunity (excluding any equity-based compensation, defined benefit pension benefits, change in control, retention bonuses or similar types of payments and supplemental retirement benefits) substantially equivalent to the salary or wage level and target cash bonus opportunity to which they were entitled immediately prior to the Closing Datedate hereof, who do not have an employment agreement but with any TGE Entity immediately prior to the Closing Date incentive compensation as determined by Purchaser in its sole discretion and who remain employed by an Acquiror or any of its Affiliates immediately following the Closing (the “Continuing Employees”), Acquirors or an Affiliate of Acquirors shall, for a period of 12 months following the Closing, except with the prior written consent of the Chief Executive Officer of TGE GP, (i) continue to employ each Continuing Employee in a position and with a title substantially similar to the position and title that such Continuing Employee held immediately prior to the Closing; (ii) continue to provide the Continuing Employees with annualized base salaries employee benefits (excluding any defined benefit pension, equity or hourly wagesequity-based, as applicableand post-termination or retiree health or welfare benefits) and annual incentive compensation opportunities that are at least substantially similar to those provided to the Continuing Employees immediately prior to the Closing; and (iii) continue to provide the Continuing Employees with employee benefits that are notcomparable, in the aggregate, less favorable than the to such employee benefits that were available provided to Continuing the Company Employees (as a group) immediately prior to the Closing under the TGE Benefit Plans (excluding defined benefit pensions and supplemental retirement benefits, retiree medical or other retiree welfare benefits); provided, however, that any obligation in clauses (ii) and (iii) above to provide Continuing Employees with equity compensation shall not apply if equity securities of TGE (or equity securities of any successor entity) are not listed on a national securities exchange; and provided, further, that, for the avoidance of doubt, notwithstanding date hereof. Notwithstanding the foregoing provisosentence (but not in limitation thereof), Acquirors shall cause to be awarded all equity compensation contemplated by Schedule 6.3(h) when and as provided on Schedule 6.3(h) to the extent not awarded prior to following the Closing Date, the Company may modify or terminate or cause to be modified or terminated the employment of any Company Employee subject to following adequate procedures under applicable Law and payment and satisfaction of severance benefits, notice, termination payments and any other entitlements of such equity compensation Company Employee in connection with such termination to the extent obligated under any applicable employment Contract, collective bargaining agreement or Law. Notwithstanding the preceding provisions, the terms and conditions of employment (including with respect to employee benefits) of any Company Employee whose employment is the subject of a collective bargaining agreement shall be subject to solely controlled by the terms of the applicable award agreement Labor Agreement or Law. Notwithstanding anything in this Agreement to the contrary, the terms and equity incentive plan.conditions of employment for any employees covered by a Labor Agreement shall be governed by the applicable Labor Agreement until the expiration, modification or termination of such Labor Agreement in accordance with its terms or applicable Law. The Company and Company Subsidiaries shall fully and in a timely fashion satisfy any notice, consultation or bargaining obligations owed to their employees or their employees’ representatives under applicable Law, Labor Agreement, or other Contract, in connection with the transactions contemplated by this Agreement. 66

Employee Matters. (a) With respect For a period from the Closing Date until the later of (i) December 31, 2024 and (ii) the first (1st) anniversary of the Closing (or for such longer period as required by applicable Law) (the “Continuation Period”), Purchaser shall, or shall cause its Affiliates to, provide to each Business Employee who is employed by any Business Group Member as of the Closing Date and who is either employed by the Transferred Company or who accepts Purchaser’s or its Affiliates’ offer of employment, in each case effective upon the Effective Time and conditioned on the Closing occurring (each such Business Employee, a “Continuing Employee”), (i) a base salary or wages (as applicable) and variable pay and short-term incentive compensation opportunities, in each case, no less favorable than those individuals who are employees of a TGE Entity provided to such Continuing Employee immediately prior to the Closing Date, who do not have an employment agreement with any TGE Entity (ii) other employee benefits (excluding long-term incentive compensation, retiree benefits (pension and welfare), equity-based compensation and retention or transaction-based compensation), that are substantially comparable in the aggregate to those provided to such Continuing Employee immediately prior to the Closing Date and who remain employed (iii) long-term incentive compensation opportunities and retiree benefits (pension and welfare), in each case, on a substantially similar basis as provided to newly hired similarly-situated non-union employees of Purchaser and its Affiliates, but after taking into account the requirements of the remainder of this Section 5.06(a). In addition, Purchaser shall, or shall cause its Affiliates to, provide to each Continuing Employee, whose employment is terminated by an Acquiror Purchaser or any of its Affiliates immediately following during the Closing (Continuation Period, severance and termination benefits at the “Continuing Employees”), Acquirors or an Affiliate of Acquirors shall, for a period of 12 months following the Closing, except with the prior written consent of the Chief Executive Officer of TGE GP, (i) continue level that would have been applicable to employ each Continuing Employee in a position and with a title substantially similar to the position and title that such Continuing Employee held immediately prior to under the Closing; relevant severance and termination practices set forth on Section 5.06(a) of the Seller Disclosure Letter, taking into account such Continuing Employee’s service with Seller and its Affiliates (ii) continue to provide the Continuing Employees with annualized base salaries (or hourly wages, as applicableincluding any Business Group Member) and annual incentive compensation opportunities that are at least substantially similar to those provided to the Continuing Employees immediately prior to the Closing; and (iii) continue to provide the Continuing Employees with employee benefits that are not, in the aggregate, less favorable than the employee benefits that were available to Continuing Employees immediately any of their respective predecessors prior to the Closing under Date in accordance with the TGE Benefit Plans (excluding defined benefit pensions and supplemental retirement benefits, retiree medical or other retiree welfare benefits); provided, however, that any obligation in clauses (ii) and (iii) above schedule of service provided by Seller to provide Continuing Employees with equity compensation shall not apply if equity securities of TGE (or equity securities of any successor entity) are not listed on a national securities exchange; and provided, further, that, for the avoidance of doubt, notwithstanding the foregoing proviso, Acquirors shall cause to be awarded all equity compensation contemplated by Schedule 6.3(h) when and as provided on Schedule 6.3(h) to the extent not awarded Purchaser prior to the Closing Date, as well as service with Purchaser and its Affiliates following the Closing Date. Effective as of the Closing, the Transferred Company shall cease to be a participating employer in all Benefit Plans, and each Continuing Employee shall cease to participate in any Benefit Plan sponsored by Seller or any of its Affiliates as an active employee. Prior to the Closing, Seller shall cause all Continuing Employees to be fully vested in their accounts under any 401(k) plan sponsored by the Seller or its Affiliates. Seller shall, or shall cause one of its Affiliates (other than the Transferred Company), to pay, as soon as practicable following the Closing, each Continuing Employee a cash amount equal to the fair value (as determined by Seller) of any time-based restricted stock units or performance stock units of Seller that such equity compensation Continuing Employee forfeits as a result of transferring to Purchaser or one of its Affiliates; provided that, in the case of performance stock units, the cash value shall be calculated based on the target number of shares subject to such award, prorated based on the terms portion of the applicable award agreement and equity incentive planvesting period that has elapsed prior to Closing.

Employee Matters. Under the purchase agreement, DLR has agreed that: • for the period beginning on the closing date and ending on December 31 of the calendar year following the calendar year in which the closing date occurs, DLR (aor an affiliate thereof) With respect shall provide to those individuals who are employees of each continuing employee a TGE Entity base salary or hourly wage rate, as applicable, that is no lower than the base salary or hourly wage rate provided to such continuing employee immediately prior to the Closing Dateclosing; • for the period beginning on the closing date and ending on December 31 of the year in which the closing date occurs (subject to the terms of any individual continuing employee contract), who do not have DLR (or an employment agreement with any TGE Entity affiliate thereof) shall provide to each continuing employee (i) an annual cash bonus opportunity that is no lower than the annual cash bonus opportunity provided to such continuing employee immediately prior to the Closing Date and who remain employed by an Acquiror or any of its Affiliates immediately following the Closing (the “Continuing Employees”)closing, Acquirors or an Affiliate of Acquirors shall, for a period of 12 months following the Closing, except with the prior written consent of the Chief Executive Officer of TGE GP, (i) continue to employ each Continuing Employee in a position and with a title substantially similar to the position and title that such Continuing Employee held immediately prior to the Closing; (ii) continue to provide the Continuing Employees with annualized base salaries health and welfare benefits and other broad-based employee benefits (or hourly wages, as applicableexcluding severance benefits) and annual incentive compensation opportunities that are at least substantially similar to those provided to the Continuing Employees immediately prior to the Closing; and (iii) continue to provide the Continuing Employees with employee benefits that are notno less favorable, in the aggregate, less favorable than the those provided to such continuing employee benefits that were available to Continuing Employees immediately prior to the Closing under the TGE Benefit Plans (excluding defined benefit pensions and supplemental retirement benefitsclosing, retiree medical or other retiree welfare benefits); provided, however, that any obligation in clauses (ii) and (iii) above severance benefits that are no less favorable, in the aggregate, than those provided to provide Continuing Employees with equity compensation shall not apply if equity securities of TGE (or equity securities of any successor entity) are not listed on a national securities exchange; and provided, further, that, for the avoidance of doubt, notwithstanding the foregoing proviso, Acquirors shall cause to be awarded all equity compensation contemplated by Schedule 6.3(h) when and as provided on Schedule 6.3(h) to the extent not awarded such continuing employee immediately prior to the Closing Dateclosing or, and if none, than those provided to similarly situated employees of DLR or its affiliates in the jurisdiction where such equity compensation shall be continuing employee works, if any; • with respect to the year following the year in which the closing date occurs (subject to the terms of any individual continuing employee contract), DLR (or an affiliate thereof) will provide to each continuing employee (i) an annual cash bonus opportunity that is no lower than the annual cash bonus opportunity provided to such continuing employee immediately prior to the closing or the annual cash bonus opportunity that is provided to similarly situated employees of DLR or its affiliates in the jurisdiction in which such continuing employee works, if any, (ii) eligibility for long-term incentive awards on substantially the same basis as similarly situated employees of DLR or its affiliates in the jurisdiction where such continuing employee works (if any) or, if there are no such similarly situated employees, eligibility for long-term incentive awards on substantially the same basis as employees of DLR or its affiliates in Europe, (iii) health and welfare benefits and other broad-based employee benefits (excluding severance benefits) that are no less favorable, in the aggregate, than those provided to such continuing employee immediately prior to the closing or those provided to similarly situated employees of DLR or its affiliates in the jurisdiction in which such continuing employee works, if any, and (iv) severance benefits that are no less favorable, in the aggregate, than those provided to such continuing employee immediately prior to the closing or, if none, than those provided to similarly situated employees of DLR or its affiliates in the jurisdiction where such continuing employee works, if any; • each continuing employee who, following the closing date, participates in DLR’s employee benefit plans will generally receive credit under such plans for his or her years of service with INXN before the closing for purposes of eligibility, vesting and level of benefits. In addition, DLR shall generally cause such DLR benefit plans (to the extent permitted by such plans) to (i) waive all preexisting condition exclusions and actively-at-work requirements for each continuing employee and his or her covered dependents, and (ii) credit such continuing employee with any copayments, deductibles and other eligible expenses incurred by such continuing employee and/or his or her covered dependents during the plan year ending on the closing date for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements under the corresponding DLR benefit plan for the applicable plan year; and Table of Contents • DLR shall maintain INXN’s annual cash bonus plans until at least the end of the calendar year in which the closing date occurs, and shall pay to each continuing employee who was a participant in any such bonus plan immediately prior to the closing date an award agreement thereunder for the year in which the closing date occurs, in accordance with the terms of such plan, with such modifications to the performance objectives as DLR deems appropriate to reflect the transactions, subject to such continuing employee’s continued employment with DLR through December 31st of the year in which the closing date occurs; provided that (i), upon a termination of any such continuing employee’s service by DLR or an affiliate thereof without “cause” (as determined by DLR in good faith), such continuing employee’s bonus award will be pro-rated based on the continuing employee’s length of employment with DLR or its affiliates during the year in which the closing date occurs, and equity incentive plan(ii) each such continuing employee’s payout in respect of the calendar year in which the closing date occurs will not be less than his or her target award opportunity (or pro-rated target award opportunity, as applicable) as in effect on the date of the purchase agreement. In addition, DLR will assume INXN’s obligations under INXN’s senior management team employment agreements.

Employee Matters. As of the Closing Date, Purchaser shall, or shall cause its Affiliates to, offer comparable employment as of the Closing Date to each employee who is actively employed by each Seller as of the Closing Date and is set forth on Section 4(o)(i) of the Disclosure Schedules (aincluding employees on vacation, holiday, jury duty or other similar absence) With respect to those individuals who are employees of a TGE Entity immediately prior to the Closing Date. Purchaser also shall, or shall cause its Affiliates to, offer re-instatement or employment, as the case may be, to each employee of each Seller who do is not have an employment agreement with any TGE Entity actively employed immediately prior to the Closing Date and who remain employed by has a right of re-instatement under Law (collectively, “Inactive Business Employees”), in each case promptly upon his or her return from any leave or other absence (the date on which an Acquiror Inactive Business Employee returns to, or commences, active employment with Purchaser or its Affiliates, the “Delayed Transfer Date”). Any Inactive Business Employee shall be treated as a Transferred Employee upon his or her Delayed Transfer Date. For purposes of this Agreement, “successor employer” means an employer who employs all Transferred Employees and provides those employees with comparable pay and benefits. Neither Purchaser nor any of its Affiliates immediately following the Closing (the “Continuing Employees”)shall be obligated, Acquirors or an Affiliate of Acquirors shallhowever, for a period of 12 months following the Closing, except with the prior written consent of the Chief Executive Officer of TGE GP, (i) to continue to employ each Continuing any Transferred Employee for any specific period of time following the Applicable Transfer Date, subject to Law. Each Seller shall assist Purchaser with its efforts to enter into compensation profiles and/or offers with such employees as soon as practicable after the date hereof and in a position and with a title substantially similar to the position and title that such Continuing Employee held immediately any event prior to the Closing; (ii) continue Applicable Transfer Date. Each Seller shall pay any and all Liabilities arising in connection with any termination, notice, severance and similar payments with respect to provide any employee of such Seller or its Affiliates arising out of the Continuing Employees termination by such Seller of such employee’s employment with annualized base salaries (such Seller. Except as otherwise specifically provided in this Agreement, Purchaser and its Affiliates shall not assume any obligations under or hourly wagesLiabilities with respect to, as applicable) and annual incentive compensation opportunities that are at least substantially similar to those provided to the Continuing Employees immediately prior to the Closing; and (iii) continue to provide the Continuing Employees with employee benefits that are notor receive any right or interest in any trusts relating to, in the aggregateany assets of or any insurance, less favorable than the employee benefits that were available to Continuing Employees immediately prior to the Closing under the TGE Benefit Plans (excluding defined benefit pensions and supplemental retirement benefits, retiree medical administration or other retiree welfare benefitscontracts pertaining to any Plans. Each Seller and Purchaser shall cooperate in good faith with one another to effectuate the provisions of this Section 7(i); provided, however, that any obligation in clauses (ii) and (iii) above to provide Continuing Employees with equity compensation shall not apply if equity securities of TGE (or equity securities of any successor entity) are not listed on a national securities exchange; and provided, further, that, for the avoidance of doubt, notwithstanding the foregoing proviso, Acquirors shall cause to be awarded all equity compensation contemplated by Schedule 6.3(h) when and as provided on Schedule 6.3(h) to the extent not awarded prior to the Closing Date, and such equity compensation shall be subject to the terms of the applicable award agreement and equity incentive plan.

Employee Matters. (a) With respect For a period of twelve (12) months following the Effective Time (the “Continuation Period”), Parent shall provide, or shall cause to be provided, to each Continuing Employee, to the extent still employed, (i) base compensation and target annual cash incentive opportunities that, in each case, are no less favorable than were provided to the Continuing Employee immediately before the Effective Time, (ii) equity incentive opportunities that are no less favorable than those individuals who are provided to similarly situated employees of a TGE Entity Parent and its Subsidiaries, as applicable, following the Effective Time, and (iii) employee benefits (excluding any equity or equity based compensation, employee stock purchase benefits, defined benefit pension benefits, retiree health and welfare benefits, severance benefits and change in control, transaction and retention bonuses or payments) that are substantially comparable in the aggregate to such employee benefits provided to the Continuing Employee by the Company and its Subsidiaries immediately prior to the Closing Date, who do not have an employment agreement with any TGE Entity immediately prior to Effective Time. Without limiting the Closing Date and who remain employed by an Acquiror or any of its Affiliates immediately following the Closing (the “Continuing Employees”), Acquirors or an Affiliate of Acquirors shall, for a period of 12 months following the Closing, except with the prior written consent generality of the Chief Executive Officer of TGE GPimmediately preceding sentence, (iA) continue Parent shall or shall cause the Surviving Corporation to employ provide to each Continuing Employee whose employment is involuntarily terminated by Parent and its Subsidiaries (including the Surviving Corporation) without “cause” (as defined in a position and Section 5.6(a) of the Company Disclosure Letter) during the one (1)-year period following the Effective Time with a title substantially similar severance benefits equal to the position greater of (x) the severance benefits set forth on Section 5.6(a) of the Company Disclosure Letter4, and title that such Continuing Employee held immediately prior (y) the severance benefits provided to the Closing; (ii) continue to provide the Continuing Employees with annualized base salaries (or hourly wagessimilarly situated employees of Parent and its Subsidiaries, as applicable, following the Effective Time, under the severance arrangements of Parent and its Subsidiaries, and (B) and annual incentive compensation opportunities that are at least substantially similar during such one (1)-year period following the Effective Time, severance benefits offered to those each Continuing Employee shall be determined without taking into account any reduction after the Effective Time in such Continuing Employee’s base salary or wage rate. Notwithstanding anything provided in this Section 5.6(a) or anything else in this this Agreement to the contrary, each Continuing Employees immediately prior to Employee who, at any time during the Closing; Continuation Period, is or becomes covered by a Collective Bargaining Agreement shall solely be provided with compensation, benefits and (iii) continue to provide terms and conditions of employment that meet the Continuing Employees with employee benefits that are not, in the aggregate, less favorable than the employee benefits that were available to Continuing Employees immediately prior to the Closing under the TGE Benefit Plans (excluding defined benefit pensions and supplemental retirement benefits, retiree medical or other retiree welfare benefits); provided, however, that any obligation in clauses (ii) and (iii) above to provide Continuing Employees with equity compensation shall not apply if equity securities requirements of TGE (or equity securities of any successor entity) are not listed on a national securities exchange; and provided, further, that, for the avoidance of doubt, notwithstanding the foregoing proviso, Acquirors shall cause to be awarded all equity compensation contemplated by Schedule 6.3(h) when and as provided on Schedule 6.3(h) to the extent not awarded prior to the Closing Date, and such equity compensation shall be subject to the terms of the applicable award agreement and equity incentive planCollective Bargaining Agreement.

Employee Matters. (a) With respect to those individuals who are employees of For a TGE Entity immediately prior to the Closing Date, who do not have an employment agreement with any TGE Entity immediately prior to period beginning on the Closing Date and who remain employed by an Acquiror continuing thereafter for twelve (12) months, Buyer shall provide, or any of shall cause the Company and its Affiliates immediately to provide, employees of the Company and its Subsidiaries as of the Closing who continue employment with the Company following the Closing (the “Continuing Company Employees”), Acquirors or an Affiliate of Acquirors shall, for a period of 12 months following the Closing, except ) with the prior written consent of the Chief Executive Officer of TGE GP, (i) continue to employ each Continuing Employee in a position and with a title substantially similar to the position and title that such Continuing Employee held immediately prior to the Closing; (ii) continue to provide the Continuing Employees with annualized annual base salaries (salary, wage levels or hourly wages, as applicable) and annual incentive compensation opportunities commissions that are at least substantially similar to those provided to the Continuing Employees immediately prior to the Closing; and (iii) continue to provide the Continuing Employees with employee benefits that are not, in the aggregate, no less favorable than the employee benefits that were available base salary, wage levels or commissions provided to Continuing Employees each such Company Employee by the Company or its Subsidiaries immediately prior to the Closing under the TGE Benefit Plans (excluding defined benefit pensions and supplemental retirement benefits, retiree medical or other retiree welfare benefits); provided, however, that any obligation in clauses (ii) and employee benefits (iiiexcluding incentive compensation) above that are no less favorable than either (A) the employee benefits (excluding incentive compensation) provided to provide Continuing Employees with equity compensation shall not apply if equity securities of TGE (each such Company Employee by the Company or equity securities of any successor entity) are not listed on a national securities exchange; and provided, further, that, for the avoidance of doubt, notwithstanding the foregoing proviso, Acquirors shall cause to be awarded all equity compensation contemplated by Schedule 6.3(h) when and as provided on Schedule 6.3(h) to the extent not awarded its Subsidiaries immediately prior to the Closing Dateor (B) the employee benefits (excluding incentive compensation) provided by Buyer and its Subsidiaries to similarly situated employees. (b) Under the employee benefit plans, programs and arrangements established or maintained by Buyer, the Company and their respective Affiliates in which Company Employees may be eligible to participate after the Closing (the “New Benefit Plans”), each Company Employee shall be credited for all purposes (including for purposes of eligibility to participate, vesting, benefit accrual and eligibility to receive benefits, but excluding benefit accrual for defined benefit pension plans or retiree medical benefits) for full or partial years of service with the Company and its Subsidiaries (including any of their respective predecessors); provided that such crediting of service shall not operate to duplicate any 34 benefit or the funding of any benefit. In addition, and without limiting the generality of the foregoing, (i) Buyer intends to conduct the enrollment (the timing of which remains in Buyer’s sole discretion) of Company Employees into any New Benefit Plans providing health or welfare benefits that replace coverage under similar or comparable Benefit Plans of the Company or its Subsidiaries (such equity compensation plans, collectively, the “Old Benefit Plans”) in such a manner that there is no gap in Company Employees’ eligibility for such benefits and (ii) for purposes of each New Benefit Plan providing medical, dental, pharmaceutical and/or vision benefits to any Company Employee, Buyer, the Company and its Subsidiaries shall cause all preexisting condition exclusions of such New Benefit Plan to be waived for such Company Employee and his or her covered dependents, to the extent any such exclusions were waived or were inapplicable under any similar or comparable Old Benefit Plan. (c) This Section 4.08 shall be subject binding upon and inure solely to the terms benefit of each of the applicable award agreement parties to this Agreement, and equity incentive plan.nothing in this Section 4.08, express or implied, shall confer upon any employee, or any legal representative or beneficiary thereof, any rights or remedies, including any right to employment or continued employment for any specified period, or compensation or benefits of any nature or kind whatsoever under this Agreement. Nothing in this Section 4.08, express or implied, shall be deemed to limit the right of Buyer, the Company or any of their respective Affiliates to (i) terminate the employment of any Company Employee at any time, or (ii) change or modify any employee benefit plan or arrangement in accordance with their terms, or shall be deemed an amendment of any plan providing benefits to any employee. Section 4.09

Employee Matters. (a) With respect For the one (1)-year period immediately following the Closing Date (or, if shorter, the period of employment of the relevant Continuing Employee), Parent shall provide, or cause its Subsidiaries to those individuals who are employees provide, each employee of the Company or any of its Subsidiaries as of the Closing, to the extent that each such employee remains employed with Parent or any of its Subsidiaries (including the Surviving Corporation) as of and following the Closing (any such employee, a TGE Entity “Continuing Employee”) with: (i) at least the same annual base salary or base wage rate as in effect immediately prior to the Closing Date, who do not have (ii) at least the same level of cash-based short-term incentive target opportunity provided to such Continuing Employee by the Company in respect of the fiscal year in which the Closing Date occurs, (iii) at least the same level of equity-based long-term incentive target opportunity provided by Parent to similarly situated employees of Parent (provided that if an employment agreement with any TGE Entity immediately annual equity or equity-based award is issued to a Continuing Employee following the date hereof and prior to the Closing Date and who remain employed by an Acquiror or any in accordance with Section 6.2(b)(x) of its Affiliates the Company Disclosure Letter, Parent shall not be required to provide a long-term incentive opportunity to such Continuing Employee during the one (1)-year period immediately following the Closing (the “Continuing Employees”Date), Acquirors or an Affiliate of Acquirors shall, for a period of 12 months following the Closing, except with the prior written consent of the Chief Executive Officer of TGE GP, and (iiv) continue as applied to employ each Continuing Employee in a position and with a title substantially similar to the position and title that such Continuing Employee held immediately prior to the Closing; (ii) continue to provide the Continuing Employees with annualized base salaries (or hourly wagesin the aggregate, as applicable) and annual incentive compensation opportunities that are at least substantially similar to those provided to the Continuing Employees immediately prior to the Closing; and (iii) continue to provide the Continuing Employees with other employee benefits that are not, substantially comparable in the aggregate, less favorable than the aggregate to either (A) such employee benefits that were available to Continuing Employees immediately prior to the Closing provided under the TGE Company Benefit Plans (excluding defined benefit pensions and supplemental retirement benefits, retiree medical or other retiree welfare benefits); provided, however, that any obligation in clauses (ii) and (iii) above to provide which the Continuing Employees with equity compensation shall not apply if equity securities of TGE (or equity securities of any successor entity) are not listed on a national securities exchange; and provided, further, that, for the avoidance of doubt, notwithstanding the foregoing proviso, Acquirors shall cause to be awarded all equity compensation contemplated by Schedule 6.3(h) when and as provided on Schedule 6.3(h) to the extent not awarded Employee participated immediately prior to the Closing Date, and such equity compensation or (B) the employee benefits provided by Parent to similarly situated employees of Parent, in each case excluding plans that were closed to new enrollees as of Closing. Without limiting the immediately preceding sentence, Parent shall be subject provide, or shall cause its Subsidiaries to provide, for the one (1)-year period immediately following the Closing Date, each Continuing Employee with severance benefits equal to the terms severance benefits provided for under the Company Benefit Plan that is a severance benefit plan set forth in Section 4.11(a) of the applicable award agreement and equity incentive planCompany Disclosure Letter.

Employee Matters. (a) With respect All individuals employed by, or on an authorized leave of absence from, CB at the Effective Time and thereafter until immediately before the effective time of the Holding Company Merger shall automatically become employees of the Surviving Corporation as of the effectiveness of the Holding Company Merger. All individuals employed by, or on an authorized leave of absence from, Cornerstone Bank immediately before the effective time of the Bank Merger (collectively, the “Covered Employees”) shall automatically become employees of the Surviving Bank as of the Effective Time of the Bank Merger. Immediately following the Effective Time of the Bank Merger, Surviving Bank shall provide to those individuals who are employees Covered Employees employee benefits, rates of a TGE Entity immediately prior to the Closing Date, who do not have an employment agreement with any TGE Entity immediately prior to the Closing Date and who remain employed by an Acquiror or any of its Affiliates immediately following the Closing (the “Continuing Employees”), Acquirors or an Affiliate of Acquirors shall, for a period of 12 months following the Closing, except with the prior written consent of the Chief Executive Officer of TGE GP, (i) continue to employ each Continuing Employee in a position and with a title substantially similar to the position and title that such Continuing Employee held immediately prior to the Closing; (ii) continue to provide the Continuing Employees with annualized base salaries (salary or hourly wages, as applicable) wage and annual incentive compensation bonus opportunities that are at least substantially similar to those provided to the Continuing Employees immediately prior to the Closing; and (iii) continue to provide the Continuing Employees with employee benefits that are notsimilar, in the aggregate, less favorable than to the aggregate rates of base salary or hourly wage and the aggregate employee benefits that were available and annual bonus opportunities provided to Continuing Employees immediately prior to the Closing under the TGE Benefit Plans (excluding defined benefit pensions and supplemental retirement benefits, retiree medical or other retiree welfare benefits)similarly situated employees of Providence Bank; provided, however, that that, notwithstanding the foregoing, nothing contained herein shall (i) be treated as an amendment of any obligation in clauses particular CB Benefit Plan, (ii) and give any third party any right to enforce the provisions of this Section 6.5, (iii) above limit the right of the Surviving Bank to terminate the employment of any Covered Employee at any time or require the Surviving Bank to provide Continuing Employees with equity compensation shall not apply if equity securities any such employee benefits, rates of TGE base salary or hourly wage or annual bonus opportunities for any period following any such termination or (iv) obligate CB, Cornerstone Bank, Holdco or equity securities the Surviving Bank to (A) maintain any particular CB Benefit Plan or (B) retain the employment of any successor entity) are not listed on a national securities exchange; and providedparticular Covered Employee. Each Covered Employee shall be given credit for his or her full years of service with CB or Cornerstone Bank, further, thatas applicable, for the avoidance purposes of doubt(i) entitlement to vacation and sick leave and for participation in all of Holdco’s or Providence Bank’s welfare, notwithstanding the foregoing proviso, Acquirors shall cause to be awarded all equity compensation contemplated by Schedule 6.3(h) when insurance and as provided on Schedule 6.3(h) to the extent not awarded prior to the Closing Dateother fringe benefit plans, and such equity compensation shall be subject to the terms of the applicable award agreement (ii) eligibility for participation and equity incentive planvesting in Holdco’s or Providence Bank’s 401(k) and pension plans.

Employee Matters. (a) With respect Except as provided in this Section 7.3, for a period beginning on the Closing Date and continuing thereafter until the end of calendar year 2018 (the “Continuation Period”), Parent shall provide, or shall cause the Surviving Corporation and its Subsidiaries to those individuals who are employees provide, Employees as of a TGE Entity immediately prior to the Closing Date, Effective Time who do not have an continue employment agreement with any TGE Entity immediately prior to the Closing Date and who remain employed by an Acquiror Parent or any of its Affiliates immediately Subsidiaries, including the Surviving Corporation, at or following the Closing (the 56 “Continuing Employees”), Acquirors or an Affiliate of Acquirors shall, for a period of 12 months following the Closing, except ) with the prior written consent of the Chief Executive Officer of TGE GP, employee benefits (excluding compensation and equity-based compensation) that are (i) continue with respect to employ each Continuing Employee employee benefits that were elected for the Continuation Period during the Company’s annual enrollment period recently ended, the same as those in a position and with a title substantially similar to the position and title that effect for such Continuing Employee held Employees immediately prior to the Closing; , and (ii) continue with respect to provide employee benefits that were not elected for the Continuing Employees with annualized base salaries (or hourly wagesContinuation Period during the Company’s annual enrollment period recently ended, as applicable) and annual incentive compensation opportunities that are at least substantially similar comparable in the aggregate to those provided to the in effect for such Continuing Employees immediately prior to the Closing; provided that until the one year anniversary of the Closing Date, Parent and (iiithe Surviving Corporation shall keep in effect all severance plans, practices and policies that are applicable to employees of the Company and its Subsidiaries as of the date hereof and set forth on Section 7.3(a) continue to of the Company Disclosure Letter. During the Continuation Period, Parent shall, or shall cause the Surviving Corporation and its Subsidiaries to, provide the Continuing Employees with employee benefits that are not, coverage under the same Company Plans set forth in Section 7.3(a) of the aggregate, less favorable than the employee benefits that Company Disclosure Letter as were available to Continuing Employees in effect immediately prior to the Closing under Date. Except as set forth in Section 7.3(a) of the TGE Benefit Plans Company Disclosure Letter, nothing herein shall be deemed to limit the right of Parent or any of their respective Affiliates to (excluding defined benefit pensions and supplemental retirement benefitsi) terminate the employment of any Continuing Employee at any time, retiree medical or other retiree welfare benefits); provided, however, that any obligation in clauses (ii) and 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 7.3 or (iii) above to provide Continuing Employees change or modify any Company Plan or other employee benefit plan or arrangement in accordance with equity compensation shall its terms; provided that such change or modification does not apply if equity securities otherwise violate the requirements of TGE (or equity securities of any successor entity) are not listed on a national securities exchange; and provided, further, that, for the avoidance of doubt, notwithstanding the foregoing proviso, Acquirors shall cause to be awarded all equity compensation contemplated by Schedule 6.3(h) when and as provided on Schedule 6.3(h) to the extent not awarded prior to the Closing Date, and such equity compensation shall be subject to the terms of the applicable award agreement and equity incentive planthis Section 7.3.

Employee Matters. (a) With respect Subject to those individuals who are employees the provisions of a TGE Entity immediately prior the employment contracts listed in Schedule 3.1(p), nothing contained in this Agreement shall be deemed to give any employee of the Company or any of its subsidiaries the right to be retained in the employ of the Company or any of its subsidiaries after the Closing Date, who do not have an employment agreement to retain the same salary, job responsibility or job location, or interfere with the right of the Company to terminate any TGE Entity immediately prior to employee of the Company or any of its subsidiaries at any time. After the Closing Date and who remain employed by an Acquiror subject to Applicable Law and the terms of any Employee Benefit Plan, Buyer may amend, modify, or terminate any Employee Benefit Plan in existence prior to the Closing. Except as specifically provided herein (including in Section 7.7 hereof) and without limiting the obligations and liabilities of the Company or any of its Affiliates immediately following subsidiaries arising by operation of law or under the Closing (the “Continuing Employees”)terms of this Agreement, Acquirors or an Affiliate of Acquirors shall, for a period of 12 months following after the Closing, except with the prior written consent Company and each of its subsidiaries is and shall remain liable for and the Chief Executive Officer Company and each of TGE GPits subsidiaries and Buyer shall be responsible for and shall promptly discharge all liabilities, duties and claims (by or to an Employee, Former Employee, Beneficiary, Governmental Entity or otherwise) arising out of or relating to the employment relationship between the Company or any of its subsidiaries and an Employee or Former Employee, whether made to or imposed upon the Company or any of its subsidiaries, or any Selling Stockholder (or any Affiliate thereof) or Buyer, including, without limitation, liabilities, duties and claims: (i) continue to employ each Continuing Employee in a position for deferred compensation, incentive compensation, retirement benefits, health and with a title substantially similar to the position life benefits, severance arrangements and title that such Continuing Employee held immediately prior to the Closingbenefits, disability benefits and other fringe benefits under any employee benefit plan, fund, program, arrangement, policy or practice; (ii) continue relating to provide continuation health coverage pursuant to ss.4980B of the Continuing Employees with annualized base salaries Code and Title I, Subtitle B, Part 6 of ERISA; (iii) for unemployment and workers' compensation or hourly wages, as applicable) and annual incentive compensation opportunities that are at least substantially similar to those provided to the Continuing Employees immediately prior to the Closingbenefits; and (iiiiv) continue to provide file any and all annual reports, filings or notices that may be required to be filed with Governmental Entities or provided to participants and beneficiaries after the Continuing Employees Closing. In addition, with employee benefits that are notrespect to any welfare benefit plans (as defined in Section 3(1) of ERISA) maintained or established by Buyer, in the aggregate, less favorable than the employee benefits that were available to Continuing Employees immediately prior to the Closing under the TGE Benefit Plans (excluding defined benefit pensions and supplemental retirement benefits, retiree medical Company or other retiree welfare benefits); provided, however, that any obligation in clauses (ii) and (iii) above to provide Continuing Employees with equity compensation shall not apply if equity securities of TGE (its subsidiaries or equity securities any Affiliate of any successor entity) are not listed on a national securities exchange; and provided, further, that, of the foregoing for the avoidance benefit of doubt, notwithstanding the foregoing proviso, Acquirors shall cause to be awarded all equity compensation contemplated by Schedule 6.3(h) when Employees and as provided Beneficiaries on Schedule 6.3(h) to the extent not awarded prior to and after the Closing Date, and such equity compensation Buyer shall cause there to be subject to the terms of the applicable award agreement and equity incentive planwaived any pre-existing condition limitations.

Employee Matters. (a) With respect For a period of twelve months following the Closing (or, if earlier, on the date of termination of employment of the relevant Continuing Employee), Parent shall provide, or shall cause to those individuals who are employees be provided, to each employee of a TGE Entity any of the members of the Company Group immediately prior to the Closing Datewho remains employed by the Company Group immediately following the Closing (each a “Continuing Employee”), who do not have an employment agreement with any TGE Entity (i) annual base salary or base wages, and short-term cash incentive compensation opportunities, in each case, that are no less favorable than such annual base salary or base wages and short-term cash incentive compensation opportunities provided to such Continuing Employee immediately prior to the Closing Date (provided any actions taken in violation or breach of Section 7.2(b) shall not be taken into account), and who remain employed by an Acquiror (ii) employee benefits (other than equity or any equity-based compensation, defined benefit pension, deferred compensation, retention, long-term cash incentive compensation, change of its Affiliates immediately following the Closing control, transaction bonuses or similar arrangements and retiree welfare benefits (the “Continuing EmployeesExcluded Benefits”), Acquirors or an Affiliate of Acquirors shall, for a period of 12 months following ) that are substantially comparable in the Closing, except with aggregate to (A) the prior written consent of employee benefits (other than the Chief Executive Officer of TGE GP, (iExcluded Benefits) continue provided to employ each Continuing Employee in a position and with a title substantially similar to the position and title that such Continuing Employee held immediately prior to the Closing; (ii) continue to provide the Continuing Employees with annualized base salaries (or hourly wages, as applicable) and annual incentive compensation opportunities that are at least substantially similar to those provided to the Continuing Employees immediately prior to the Closing; and (iii) continue to provide the Continuing Employees with employee benefits that are not, in the aggregate, less favorable than the employee benefits that were available to Continuing Employees immediately prior to the Closing under the TGE Benefit Company Plans set forth on Schedule 3.18(a) of the Company Disclosure Schedule, (excluding B) the employee benefits (other than the Excluded Benefits) offered to similarly situated employees of Parent or its Subsidiaries, or (C) a combination of clauses “(A)” and “(B).” For purposes of eligibility, vesting, and with respect to vacation entitlement and severance, level of benefits (but not benefit accrual under defined benefit pensions plans or for any purpose under any Excluded Benefits) under the employee benefit plans of Parent providing benefits to Continuing Employees after the Closing (the “Parent Plans”), Parent shall credit each Continuing Employee with his or her years of service with any member of the Company Group and supplemental retirement benefitsany predecessor entities, retiree medical or other retiree welfare benefits)to the same extent as such Continuing Employee was entitled immediately prior to the Closing to credit for such service under the corresponding Company Plan in which such Continuing Employee participated immediately prior to the Closing; provided, however, that any obligation in clauses (ii) and (iii) above to provide Continuing Employees with equity compensation the foregoing shall not apply if equity securities of TGE (or equity securities of any successor entity) are not listed on a national securities exchange; and provided, further, that, for the avoidance of doubt, notwithstanding the foregoing proviso, Acquirors shall cause to be awarded all equity compensation contemplated by Schedule 6.3(h) when and as provided on Schedule 6.3(h) to the extent not awarded prior to the Closing Date, and such equity compensation shall be subject to the terms that its application would result in a duplication of the applicable award agreement and equity incentive planbenefits or compensation.

Employee Matters. (a) With respect to those individuals who are employees of a TGE Entity immediately prior to During the Closing Date, who do not have an employment agreement with any TGE Entity immediately prior to period commencing on the Closing Date and ending on the first anniversary of the Closing Date (or earlier upon a Continuing Employee’s termination of employment for any reason) and provided that, no less than thirty (30) days prior to the Closing, Seller provides Purchaser with such information as is reasonably necessary for Purchaser to satisfy its obligations pursuant to this clause (a) (and updated as of the Closing Date), the Purchaser shall, or shall cause its Affiliates to, provide to the Business Employees who remain employed by an Acquiror the Company or its Subsidiaries as of the Closing, including employees not actively at work due to injury, vacation, military duty, disability or other leave of absence (but excluding any of its Affiliates immediately following the Closing Business Employee covered by a Collective Bargaining Agreement) (the “Continuing Employees”), Acquirors or an Affiliate of Acquirors shallwith, for a period of 12 months following the Closing, except with the prior written consent of the Chief Executive Officer of TGE GPas to each Continuing Employee, (i) continue at least the same level of base salary or hourly wage rate, as the case may be, that was provided to employ each Continuing Employee in a position and with a title substantially similar to the position and title that such Continuing Employee held immediately prior to the Closing; , (ii) continue to provide the Continuing Employees with annualized base salaries (or hourly wages, as applicable) and target annual incentive compensation cash performance bonus opportunities that are at least substantially similar no less favorable than the target annual cash performance bonus opportunities (but not equity-based or long-term incentive opportunities) in effect with respect to those provided to the such Continuing Employees Employee immediately prior to the Closing; and , (iii) continue eligibility for severance pay and benefits on a termination of employment by the Purchaser and its Affiliates without “cause” pursuant to provide (and subject to the Continuing Employees with employee terms and conditions of) the plan or policy of Purchaser and its Affiliates in effect as of the date of such termination that is generally applicable to similarly-situated employees of Purchaser and its Affiliates, and (iv) other retirement and welfare benefits (excluding defined benefit pension benefits and retiree health and welfare) that are not, substantially comparable in the aggregate, less favorable than the employee benefits that were available aggregate to those provided to Continuing Employees immediately prior to the Closing under the TGE Benefit Plans (excluding defined benefit pensions pension benefits and supplemental retirement benefits, retiree medical or other retiree welfare benefitshealth and welfare); provided, however, that any obligation in clauses (ii) and (iii) above to provide Continuing Employees with equity compensation shall not apply if equity securities of TGE (or equity securities of any successor entity) are not listed on a national securities exchange; and provided, further, that, for the avoidance of doubt, notwithstanding the foregoing proviso, Acquirors shall cause to be awarded all equity compensation contemplated by Schedule 6.3(h) when and as provided on Schedule 6.3(h) to the extent not awarded prior to the Closing Date, and such equity compensation shall be subject to the terms of the applicable award agreement and equity incentive plan.

Employee Matters. (a) With respect to those individuals who are employees Employees of a TGE Entity the Company or its Subsidiaries immediately prior to the Closing Date, who do not have an employment agreement with any TGE Entity immediately prior to the Closing Date and Effective Time who remain employed by an Acquiror employees of Parent, the Surviving Corporation or any of its their Affiliates immediately following the Closing (Effective Time are hereinafter referred to as the “Continuing Employees”. For the period commencing at the Effective Time and ending twelve (12) months from the Effective Time, or such longer time as required by applicable Law (such period, the “Continuation Period”), Acquirors or an Affiliate of Acquirors Parent shall, or shall cause the Surviving Corporation or any of their respective Affiliates to, provide for a period of 12 months following the Closing, except with the prior written consent of the Chief Executive Officer of TGE GP, each Continuing Employee (i) continue at least the same base salary and wage rate provided to employ each Continuing Employee in a position and with a title substantially similar to the position and title that such Continuing Employee held immediately prior to the Closing; Effective Time, (ii) continue to provide the Continuing Employees with annualized base salaries (or hourly wages, as applicable) and annual short-term cash incentive compensation opportunities that are at least substantially similar to those provided to the Continuing Employees immediately prior to the Closing; and (iii) continue to provide the Continuing Employees with employee benefits that are not, in the aggregate, less favorable than the employee benefits that were available to Continuing Employees immediately prior to the Closing under the TGE Benefit Plans (excluding defined benefit pensions and supplemental retirement benefits, retiree medical or other retiree welfare benefits); provided, however, that any obligation in clauses (ii) and (iii) above to provide Continuing Employees with equity compensation shall not apply if equity securities of TGE (or equity securities of any successor entity) are not listed on a national securities exchange; and provided, further, thatexcluding, for the avoidance of doubt, notwithstanding any equity or equity-based incentives) that are no less favorable in the foregoing provisoaggregate than such incentive compensation opportunities provided to each such Continuing Employee immediately prior to the Effective Time and (iii) employee benefits, Acquirors shall cause as determined by Parent in its reasonable discretion, that are either (A) substantially comparable in the aggregate (other than defined benefit pension plans and retiree medical or other post-termination welfare benefits (unless required pursuant to be awarded all equity compensation contemplated by Schedule 6.3(ha collective bargaining agreement or applicable Law) when and as provided on Schedule 6.3(hretention or change in control payments or awards) to the extent not awarded employee benefits provided to such Continuing Employee immediately prior to the Closing DateEffective Time, and such equity compensation shall be subject or (B) substantially similar to the employee benefits provided to similarly-situated employees of Parent. Without limiting the generality of the foregoing, during the Continuation Period, Parent shall provide, or shall cause the Surviving Corporation or any of their respective Affiliates to provide, severance payments and benefits to each Continuing Employee whose employment is terminated during such period that are no less favorable than the severance payments and benefits as set forth in Section 6.9(a) of the Company Disclosure Letter. Notwithstanding the provisions of this Section 6.9(a) or as set forth in the remaining subsections of Section 6.9, to the extent a Continuing Employee is employed in a jurisdiction where applicable Law requires different treatment of such Continuing Employee’s compensation or benefits entitlements, or such Continuing Employee’s terms of employment are governed by a collective bargaining, works council or similar agreement, Parent shall, or shall cause the Surviving Corporation or any of their respective Affiliates to comply with the requirements of any such applicable award agreement and equity incentive planLaws or collective bargaining, works council or similar agreements.

Employee Matters. (a) With respect to those individuals who are employees From the date of a TGE Entity immediately prior to this Agreement until the Closing Date, who do not have an employment agreement with any TGE Entity immediately date that is five days prior to the Closing Date (the “Interview Period”), Parent shall have the right to conduct interviews with respect to all of the Employees. At any time prior to the expiration of the Interview Period, Parent shall, in its sole discretion, determine and inform the Partnership of which Employees Parent will make an offer of employment to effective as of and expressly conditioned upon the completion of the Closing. Any Employee designated to receive an offer of employment from Parent or Parent’s Affiliate shall be deemed an “Offered Employee.” The Parent or Parent’s Affiliate’s offer of employment may be in the form of a Qualified Offer or an Unqualified Offer. Each offer of employment shall be in writing and is expressly subject to an Offered Employee’s satisfaction of Parent’s standard on-boarding process and procedures, including pre-employment drug testing and background check procedures. Parent shall inform the Partnership promptly of the identity of any Offered Employee who does not accept the applicable employment offer of Parent or Parent’s Affiliate. Offered Employees who accept an applicable offer of employment from Parent or Parent’s Affiliate and commence employment with the Parent or Parent’s Affiliate on the Closing Date shall be deemed “Continuing Employees.” If an Employee that Parent or Parent’s Affiliate wishes to offer employment is not actively at work five days prior to Closing Date because the Employee is on workers’ compensation, on an approved leave of absence (including an approved leave of absence with a legal or contractual right to reinstatement, military leave, maternity leave, or leave under the Family and Medical Leave Act of 1993) or absent due to disability, illness or other similar circumstance (each, an “Absent Employee”)), Parent or Parent’s Affiliate shall make such offer of employment to be effective upon the expiration of the approved leave of absence or the Absent Employee’s other return from workers’ compensation, disability, illness or other similar circumstance, provided that such offer of employment shall remain employed by valid no longer than 90 days following the Closing Date. An Absent Employee who does not return to work after the expiration of an Acquiror approved leave of absence or otherwise under the preceding sentence shall not be considered a Continuing Employee hereunder and their offer of employment shall be null and void. The Partnership shall cause the Partnership or its Subsidiary, as applicable, to terminate the employment of all of the Employees effective as of and expressly conditioned upon the completion of the Closing. Except as otherwise provided within this Agreement or a Partnership Employee Benefit Plan, if any Offered Employee elects not to become a Continuing Employee (a “Retiring Employee”), none of the Partnership, Parent or any of its their respective Affiliates immediately following the Closing (the “Continuing Employees”), Acquirors or an Affiliate of Acquirors shall, for a period of 12 months following the Closing, except with the prior written consent of the Chief Executive Officer of TGE GP, (i) continue to employ each Continuing Employee in a position and with a title substantially similar to the position and title that such Continuing Employee held immediately prior to the Closing; (ii) continue to provide the Continuing Employees with annualized base salaries (or hourly wages, as applicable) and annual incentive compensation opportunities that are at least substantially similar to those provided to the Continuing Employees immediately prior to the Closing; and (iii) continue to provide the Continuing Employees with employee benefits that are not, in the aggregate, less favorable than the employee benefits that were available to Continuing Employees immediately prior to the Closing under the TGE Benefit Plans (excluding defined benefit pensions and supplemental retirement benefits, retiree medical or other retiree welfare benefits); provided, however, that shall have any obligation in clauses (ii) and (iii) above to provide Continuing Employees with equity compensation shall not apply if equity securities of TGE (pay severance or equity securities of any successor entity) are not listed on a national securities exchange; and provided, further, that, for the avoidance of doubt, notwithstanding the foregoing proviso, Acquirors shall cause other benefit to be awarded all equity compensation contemplated by Schedule 6.3(h) when and as provided on Schedule 6.3(h) to the extent not awarded prior to the Closing Date, and such equity compensation shall be subject to the terms of the applicable award agreement and equity incentive planRetiring Employee.

Employee Matters. (ai) With On the Closing Date, except with respect to those individuals the Employment Agreements, the Parent shall cause the Buyer to continue to offer employment in a similar position to each employee of the Company and its Subsidiary who are employees on the Closing Date is actively at work or absent from work due to short-term disability, maternity leave, jury duty, military service, vacation, layoff with recall rights, or other short-term leave (the “Employees”) at a rate of a TGE Entity base compensation and commission structure equal to their base compensation and commission structure immediately prior to the Closing Date, who do provided, however, that, except for (i) the annual adjustments to base compensation made in the Ordinary Course of Business on the anniversary date of an Employee’s date of employment with the Company as disclosed on Section 3(h) of the Company Disclosure Schedule, and (ii) with respect to certain of those Employees listed and as indicated on Section 3(h) of the Company Disclosure Schedule, those quarterly adjustments to base compensation made in the Ordinary Course of Business, the Parent and Buyer may, in their sole discretion, elect not have an employment agreement with to give effect to any TGE Entity immediately prior change or adjustment in such base compensation and commission structure which took effect on or after May 31, 2000. The Parent shall also cause the Buyer to offer the Closing Date Employees participation in the benefit plans and who remain employed by an Acquiror or any programs of its Affiliates immediately following the Closing (the “Continuing Employees”)Parent set forth on Exhibit I attached hereto, Acquirors or an Affiliate of Acquirors shall, and for a period of 12 months one (1) year following the Closing, except with the prior written consent of the Chief Executive Officer of TGE GP, (i) continue to employ each Continuing Employee in a position and with a title substantially similar to the position and title that such Continuing Employee held immediately prior to the Closing; (ii) continue to provide the Continuing Employees with annualized base salaries (or hourly wages, as applicable) and annual incentive compensation opportunities that are at least substantially similar to those provided to the Continuing Employees immediately prior to the Closing; and (iii) continue to provide the Continuing Employees with employee benefits that are not, in the aggregate, less favorable than the employee benefits that were available to Continuing Employees immediately prior to the Closing under the TGE Benefit Plans (excluding defined benefit pensions and supplemental retirement benefits, retiree medical or other retiree welfare benefits); provided, however, that any obligation in clauses (ii) and (iii) above to provide Continuing Employees with equity compensation shall not apply if equity securities of TGE (or equity securities of any successor entity) are not listed on a national securities exchange; and provided, further, that, for the avoidance of doubt, notwithstanding the foregoing proviso, Acquirors shall cause to be awarded all equity compensation contemplated by Schedule 6.3(h) when and as provided on Schedule 6.3(h) to the extent not awarded prior to the Closing Date, shall offer Employees terminated without cause severance pay in an amount equal to one (1) week gross pay for each year of service with the Company and the Buyer, up to a maximum of twelve (12) weeks gross pay. For purposes hereof, one (1) week of “gross pay” shall mean 1/52 of an Employee’s annual gross base pay at the time of termination plus an amount equal to 1/52 times the aggregate amount of commissions paid to such equity compensation Employee by the Company during 1999. Except as otherwise set forth in the Employment Agreements and except as set forth on Section 7(e) of the Company Disclosure Schedule, each of the Employees shall be subject offered employment pursuant to the terms of the applicable award agreement and equity incentive planthis Section 7(e) on an at-will basis.

Employee Matters. (a) With respect to those individuals who are employees of a TGE Entity immediately prior to On and after the Closing Date, Parent or an affiliate of Parent shall provide employees of each Acquired Company who do not have an employment agreement with any TGE Entity immediately prior continue to the Closing Date and who remain be employed by an Acquiror Acquired Company or any by Parent or an Affiliate of its Affiliates immediately following Parent on and after the Closing (the “Continuing Employees”)) with base salary, Acquirors or an Affiliate of Acquirors shallbonus opportunity, for a period of 12 months following the Closing, except with the prior written consent of the Chief Executive Officer of TGE GP, (i) continue to employ each Continuing Employee in a position severance and with a title substantially similar to the position and title that such Continuing Employee held immediately prior to the Closing; (ii) continue to provide the Continuing Employees with annualized base salaries (or hourly wages, as applicable) and annual incentive compensation opportunities that are at least substantially similar to those provided to the Continuing Employees immediately prior to the Closing; and (iii) continue to provide the Continuing Employees with employee benefits that are notwhich are, in the aggregate, no less favorable in the aggregate as provided by Parent and its Affiliates to similarly situated employees of Parent and its Affiliates (but that are no worse than such Continuing Employees’ existing compensation and benefits and Employee Plans each such employee is entitled or eligible to receive from any Acquired Company as of the employee benefits that were available Closing Date). Parent further agrees that, from and after the Closing Date, Parent shall and shall cause each Acquired Company and each of its Affiliates to grant all of the Continuing Employees immediately credit for any service with such Acquired Company earned prior to the Closing Date (i) for eligibility and vesting purposes and (ii) for purposes of vacation accrual and severance benefit determinations under any benefit or compensation plan, program, agreement or arrangement that may be established or that is maintained by Parent or the TGE Benefit Plans Surviving Corporation or any of its Subsidiaries on or after the Closing Date (excluding defined benefit pensions and supplemental retirement benefits, retiree medical or other retiree welfare benefitsthe “Parent Plans”); provided, however, that such service shall not be recognized or credited (i) for any obligation in clauses purpose under any equity or quasi-equity compensation plan or defined benefit pension maintained by Parent or Parent’s Affiliates, or (ii) and (iii) above to provide Continuing Employees with equity compensation shall not apply if equity securities of TGE (or equity securities of any successor entity) are not listed on a national securities exchange; and provided, further, that, for the avoidance of doubt, notwithstanding the foregoing proviso, Acquirors shall cause to be awarded all equity compensation contemplated by Schedule 6.3(h) when and as provided on Schedule 6.3(h) to the extent not awarded prior that such recognition would result in a duplication of benefits provided to the Continuing Employee or to the extent that such service was not recognized under any similar Employee Plan of the Company. In addition, for purposes of each Parent Plan providing medical, dental, pharmaceutical, vision and/or other health benefits to any Continuing Employee, Parent shall use commercially reasonable efforts to (A) cause to be waived all pre-existing condition exclusions and actively-at-work requirements and similar limitations, eligibility waiting periods and evidence of insurability requirements to the extent waived or satisfied by a Continuing Employee and his or her covered dependents under any Employee Plan as of the Closing DateDate and (B) cause any deductible, co-insurance and covered out-of-pocket expenses paid by any Continuing Employee (or covered dependent thereof) during the portion of the plan year in which such Continuing Employee participated in an Employee Plan to be taken into account for purposes of satisfying the corresponding deductible, coinsurance and maximum out-of-pocket provisions after the Closing Date under any applicable Parent Plan in the applicable plan year. The provisions of this Section 6.04 are for the sole benefit of Parent and the Company and nothing contained herein, express or implied, is intended to confer upon any employee or former employee of any Acquired Company any right to continued or resumed employment for any period or continued receipt of any specific employee benefit, or shall constitute an amendment to or any other modification of any Parent Plan or Employee Plan (or an undertaking to amend any such plan) or other compensation and benefits plan maintained for or provided to Company employees, including Continuing Employees, prior to, on or following the Closing. No provision of this Section 6.04 shall create any rights in any such persons in respect of any benefits that may be provided under any plan or arrangement which may be established by Parent, or any of Parent’s Affiliates. Nothing contained herein shall be construed as requiring, and such equity compensation the Company, Parent and their Affiliates shall be subject take no action that would have the effect of requiring, the Company, Parent or their Affiliates to the terms of the applicable award agreement and equity incentive plancontinue any specific Employee Plan.

Employee Matters. (a) With respect For the remainder of the calendar year that includes the Effective Time and the following calendar year (the “Continuation Period”), Parent shall provide or cause the Surviving Corporation to those individuals provide to each individual who are employees of a TGE Entity is employed by the Company or any Company Subsidiary immediately prior to the Closing DateEffective Time (each, who do not have an employment agreement with any TGE Entity a “Continuing Company Employee”) (i) annual base salary or base wage and cash incentive opportunities that are each no less favorable than those provided to such Continuing Company Employee by the Company or the Company Subsidiaries immediately prior to the Closing Date Effective Time and who remain employed by an Acquiror or any (ii) other employee benefits (excluding the value of its Affiliates immediately following equity compensation) that are substantially comparable in the Closing (the “Continuing Employees”), Acquirors or an Affiliate of Acquirors shall, for a period of 12 months following the Closing, except with the prior written consent of the Chief Executive Officer of TGE GP, (i) continue aggregate to employ each Continuing Employee in a position and with a title substantially similar those provided to the position and title that such Continuing Company Employee held by the Company or the Company Subsidiaries immediately prior to the Closing; (ii) continue Effective Time. Continuing Company Employees will be eligible to provide participate in Parent equity plans following the Effective Time on the same basis as other similarly situated employees of Parent, the Surviving Corporation and their respective affiliates. Following the Continuation Period, the Continuing Company Employees with annualized base salaries shall be entitled to participate in the plans of Parent, the Surviving Corporation or their respective affiliates (or hourly wages, as applicablethe “Surviving Corporation Plans”) and annual incentive compensation opportunities that are at least substantially similar to those provided to the same extent as other similarly situated employees of Parent, the Surviving Corporation and their respective affiliates. In addition, and without limiting the generality of the foregoing, each Continuing Employees Company Employee shall be immediately eligible to participate, without any waiting time, in any Surviving Corporation Plans providing health or welfare coverage, to the extent coverage under any such plan replaces coverage under a comparable benefit plan in which such Continuing Company Employee participates immediately prior to the Closing; and (iii) continue to provide the Continuing Employees with employee benefits that are not, Effective Time. Nothing in the aggregate, less favorable than the employee benefits that were available to Continuing Employees immediately prior to the Closing under the TGE Benefit Plans (excluding defined benefit pensions and supplemental retirement benefits, retiree medical this Section 6.05 or other retiree welfare benefits); provided, however, that any obligation elsewhere in clauses (ii) and (iii) above to provide Continuing Employees with equity compensation shall not apply if equity securities of TGE (or equity securities of any successor entity) are not listed on a national securities exchange; and provided, further, that, for the avoidance of doubt, notwithstanding the foregoing proviso, Acquirors shall cause to be awarded all equity compensation contemplated by Schedule 6.3(h) when and as provided on Schedule 6.3(h) to the extent not awarded prior to the Closing Date, and such equity compensation this Agreement shall be subject construed to create a right in any Continuing Company Employee to employment with Parent or the terms of the applicable award agreement and equity incentive planSurviving Corporation.

Employee Matters. (a) With respect to those individuals who are employees of a TGE Entity immediately prior Prior to the Closing Date, Parent, in its sole discretion, may offer some or all individuals who do not have were employees of the Company immediately prior to the date of this Agreement employment as regular “at will” employees or transitional “at will” employees of Parent or a subsidiary of Parent (including the Surviving Company). Such “at-will” employment arrangements will (i) be set forth in offer letters in keeping with Parent’s customary practice for similarly situated employees (each, an “Offer Letter”) or a transitional services agreement (each a ‘Transitional Services Agreement”) which shall be in substantially the forms attached as Exhibit E and Exhibit F, respectively, (ii) provide to each such employee base salary that is no less favorable than the employee’s base salary immediately prior to the date of this Agreement and benefits that are no less favorable in the aggregate than the benefits provided to a similarly situated employee of Parent, and (iii) supersede any prior employment agreement agreements and other arrangements with any TGE Entity immediately each such employee in effect prior to the Closing Date (other than any proprietary rights, confidentiality, noncompetition and who remain employed by an Acquiror or any assignment of its Affiliates immediately following the Closing (the “Continuing Employees”inventions agreements), Acquirors or an Affiliate of Acquirors shall, for a period of 12 months following the Closing, except with the prior written consent . Each employee of the Chief Executive Officer Company who executes and delivers his or her acceptance of TGE GPan Offer Letter or Transitional Services Agreement and associated new hire documents and agreements within the reasonable deadline set by the Offer Letter or Transitional Services Agreement, (i) continue to employ each Continuing Employee in a position and with a title substantially similar to the position and title that such Continuing Employee held immediately prior to the Closing; (ii) continue to provide the Continuing Employees with annualized base salaries (or hourly wages, as applicable) and annual incentive compensation opportunities that are at least substantially similar to those provided to the Continuing Employees immediately prior to the Closing; and (iii) continue to provide the Continuing Employees with employee benefits that are not, in the aggregate, less favorable than the employee benefits that were available to Continuing Employees immediately prior to the Closing under the TGE Benefit Plans (excluding defined benefit pensions and supplemental retirement benefits, retiree medical or other retiree welfare benefits); provided, however, that any obligation in clauses (ii) and (iii) above to provide Continuing Employees with equity compensation which shall not apply if equity securities of TGE (or equity securities of any successor entity) are not listed on a national securities exchange; and provided, further, that, for the avoidance of doubt, notwithstanding the foregoing proviso, Acquirors shall cause to be awarded all equity compensation contemplated by Schedule 6.3(h) when and as provided on Schedule 6.3(h) to the extent not awarded prior to the Closing Date, and such equity compensation becomes an employee of Parent or a subsidiary of Parent (including the Surviving Company) shall be subject referred to herein as a “Continuing Employee.” Notwithstanding anything in this Agreement to the terms contrary, no Continuing Employee, and no other Company employee, shall be deemed to be a third party beneficiary of this Agreement. Parent shall amend its qualified employee benefit plans to provide past service credit for purposes of eligibility and vesting for services performed by a Continuing Employee to the Company or any Affiliate of the applicable award agreement Company, shall waive any waiting period for the provision of health and equity incentive planwelfare benefits to a Continuing Employee, and shall provide credit toward the deductible and out-of-pocket maximum of any health or welfare plan maintained by Parent for payments made by a Continuing Employee to a Company Employee Program for health care expenses accrued prior to the Closing Date.

Employee Matters. (a) With Following the Closing Date, Parent shall maintain or cause to be maintained employee benefit plans and compensation opportunities for the benefit of employees (as a group) who are actively employed by Company and its Subsidiaries on the Closing Date ("Covered Employees") that provide employee benefits and compensation opportunities which, in the aggregate, are substantially comparable to the employee benefits and compensation opportunities that are generally made available to similarly situated employees of Parent or its Subsidiaries (other than Company and its Subsidiaries), as applicable; provided, that in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of Parent or its Subsidiaries; provided, further, that until such time as Parent shall cause Covered Employees to participate in the benefit plans and compensation opportunities that are made available to similarly situated employees of Parent or its Subsidiaries (other than Company and its Subsidiaries), a Covered Employee's continued participation in employee benefit plans and compensation opportunities of Company and its Subsidiaries shall be deemed to satisfy the foregoing provisions of this sentence (it being understood that participation in the Parent plans may commence at different times with respect to those individuals who are employees each Parent plan). (b) To the extent that a Covered Employee becomes eligible to participate in an employee benefit plan maintained by Parent or any of a TGE Entity its Subsidiaries (other than Company or its Subsidiaries), Parent shall cause such employee benefit plan to (i) recognize the service of such Covered Employee with Company or its Subsidiaries (or their predecessor entities) for purposes of eligibility, participation, vesting and benefit accrual under such employee benefit plan of Parent or any of its Subsidiaries, to the same extent such service was recognized immediately prior to the Closing Date, who do not have an employment agreement with any TGE Entity Effective Time under a comparable Company Benefit Plan in which such Covered Employee was eligible to participate immediately prior to the Closing Date Effective Time; provided that such recognition of service (A) shall not operate to duplicate any benefits of a Covered Employee with respect to the same period of service and who remain employed by an Acquiror (B) shall not apply for purposes of (1) any plan, program or arrangement under which similarly-situated employees of Parent and its Subsidiaries do not receive credit for prior service, (2) "retirement" eligibility under Parent's equity compensation plans and arrangements, (3) eligibility for subsidized post-retirement, medical or 25 <PAGE> life insurance and (4) grandfathering and/or the level of pay credits under Parent's defined benefit retirement plan or subsidized retiree medical benefits, and (ii) with respect to any health, dental, vision plan or other welfare of Parent or any of its Affiliates Subsidiaries (other than Company and its Subsidiaries) in which any Covered Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, use its reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Parent or Subsidiary plan to be waived with respect to such Covered Employee to the extent such limitation would have been waived or satisfied under the Company Benefit Plan in which such Covered Employee participated immediately following prior to the Effective Time, and (y) recognize any health, dental or vision expenses incurred by such Covered Employee in the year that includes the Closing Date (or, if later, the “Continuing Employees”)year in which such Covered Employee is first eligible to participate) for purposes of any applicable deductible and annual out-of-pocket expense requirements under any such health, Acquirors dental or an Affiliate vision plan of Acquirors Parent or any of its Subsidiaries. (c) From and after the Effective Time, Parent shall, for a period or shall cause its Subsidiaries to, honor, in accordance with the terms thereof as in effect as of 12 months following the Closing, except date hereof or as may be amended or terminated after the date hereof with the prior written consent of Parent, each employment agreement and change in control agreement to which Company or any of its Subsidiaries is a party and the Chief Executive Officer obligations of TGE GPCompany and its Subsidiaries as of the Effective Time under each deferred compensation plan or agreement to which they are a party. (d) Nothing in this Section 6.5 shall be construed to limit the right of Parent or any of its Subsidiaries (including, (i) continue to employ each Continuing Employee in a position and with a title substantially similar to the position and title that such Continuing Employee held immediately prior to the Closing; (ii) continue to provide the Continuing Employees with annualized base salaries (or hourly wages, as applicable) and annual incentive compensation opportunities that are at least substantially similar to those provided to the Continuing Employees immediately prior to the Closing; and (iii) continue to provide the Continuing Employees with employee benefits that are not, in the aggregate, less favorable than the employee benefits that were available to Continuing Employees immediately prior to the Closing under the TGE Benefit Plans (excluding defined benefit pensions and supplemental retirement benefits, retiree medical or other retiree welfare benefits); provided, however, that any obligation in clauses (ii) and (iii) above to provide Continuing Employees with equity compensation shall not apply if equity securities of TGE (or equity securities of any successor entity) are not listed on a national securities exchange; and provided, further, that, for the avoidance of doubt, notwithstanding the foregoing proviso, Acquirors shall cause to be awarded all equity compensation contemplated by Schedule 6.3(h) when and as provided on Schedule 6.3(h) to the extent not awarded prior to following the Closing Date, Company and its Subsidiaries) to amend or terminate any Company Benefit Plan or other employee benefit plan, to the extent such equity compensation shall be subject to amendment or termination is permitted by the terms of the applicable award plan, nor shall anything in this Section 6.5 be construed to require the Parent or any of its Subsidiaries (including, following the Closing Date, Company and its Subsidiaries) to retain the employment of any particular Covered Employee for any fixed period of time following the Closing Date. (e) Without limiting the generality of Section 9.9, the provisions of this Section 6.5 are solely for the benefit of the parties to this Agreement, and no current or former employee, director or independent contractor or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of the Agreement, and nothing herein shall be construed as an amendment to any Company Benefit Plan or other employee benefit plan for any purpose. (f) Prior to the Effective Time, if requested by Parent in writing reasonably in advance of the Effective Time, the Company shall cause the Company employee stock ownership plan ("ESOP"), any or all Company 401(k) plans, any or all Company profit sharing plans and any other qualified plans of the Company to be terminated effective immediately prior to the Effective Time. At the request of Parent, termination of the ESOP will include taking any such action as Parent may reasonably determine to repay each loan thereunder. (g) For purposes of this Agreement, "Company Benefit Plans" means each "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), whether or not subject to ERISA, and each employment, consulting, bonus, incentive or deferred compensation, vacation, stock option or other equity- 26 <PAGE> based, severance, termination, retention, change of control, profit-sharing, fringe benefit or other similar plan, program, agreement and equity incentive plan.or commitment, whether written or unwritten, for the benefit of any employee, former employee, director or former director of Company or any of its Subsidiaries entered into, maintained or contributed to by Company or any of its Subsidiaries or to which Company or any of its Subsidiaries is obligated to contribute, or with respect to which Company or any of its Subsidiaries has any liability, direct or indirect, contingent or otherwise (including any liability arising out of an indemnification, guarantee, hold harmless or similar agreement) or otherwise providing benefits to any current, former or future employee, officer or director of Company or any of its Subsidiaries or to any beneficiary or dependant thereof. 6.6

Employee Matters. (a) With respect Parent or an Affiliate of Parent will offer employment, on such terms and conditions as Parent determines, to those individuals who are employees each employee of a TGE Entity immediately prior the Company listed on Schedule 5.12(a) to the Closing Date, who do not have extent (i) such Person is an employment agreement with any TGE Entity immediately prior to active employee of the Company as of the Closing Date and who remain employed by an Acquiror or any of its Affiliates immediately following the Closing (the “Continuing Employees”), Acquirors ii) Parent intends for such individual to perform services for Parent or an Affiliate of Acquirors shall, for a period of 12 months Parent following the Closing. Each such individual who (A) accepts such offer, except with and (B) executes and delivers the prior written consent Employment Agreement (in the case of Mxxxxxx Xxxxxxx) or the Chief Executive Officer Other On-Boarding Documentation (as defined below) (in the case of TGE GP, (ievery other Newly Hired Employee) continue shall be referred to employ each Continuing Employee in as a position “Newly Hired Employee,” and with a title substantially similar to the position and title that such Continuing Employee held immediately prior to the Closing; (ii) continue to provide the Continuing Employees with annualized base salaries (his or hourly wagesher employment or engagement, as applicable) , shall be effective as of 12:00:00 a.m. on the Closing Date. All Newly Hired Employees who are employed by Parent or another Affiliate of Parent following the Closing Date may, subject to all applicable terms, conditions and annual incentive compensation opportunities eligibility requirements of such employee benefit plans, become participants in the employee benefit plans of Parent or another Affiliate of Parent, as applicable, and receive employee benefits that are at least substantially similar in the aggregate to those provided to similarly-situated employees of Parent. The Newly Hired Employees shall receive credit for their period of service with the Continuing Employees immediately prior Company for purposes of eligibility and vesting (and, solely to the Closing; and (iii) continue extent relating to provide the Continuing Employees with employee benefits that are not, in the aggregate, less favorable than the employee benefits that were available to Continuing Employees immediately prior to the Closing under the TGE Benefit Plans (excluding defined benefit pensions and supplemental retirement benefits, retiree medical or other retiree welfare benefits); provided, however, that any obligation in clauses (ii) and (iii) above to provide Continuing Employees with equity compensation shall not apply if equity securities of TGE (or equity securities of any successor entity) are not listed on a national securities exchange; and provided, further, thatpaid time off, for benefit accrual purposes). For the avoidance of doubt, and notwithstanding the foregoing proviso, Acquirors shall cause to be awarded all equity compensation contemplated by Schedule 6.3(h) when and as provided on Schedule 6.3(h) anything contained herein to the extent not awarded prior contrary, the parties to this Agreement acknowledge and agree that each Newly Hired Employee’s employment shall be “at will,” and nothing herein shall create any obligation on the part of Parent, Merger Sub or any other Affiliate of Parent to continue the employment of any Newly Hired Employee (or the terms of any such employment, including with respect to compensation, principal employment location or benefits) for any fixed period of time following the Closing Date, and such equity compensation shall be subject to the terms of the applicable award agreement and equity incentive plan.. 44

Employee Matters. (a) With For a period of one year following the Effective Time (the “Continuation Period”) (or, if earlier with respect to a Company Employee, the date of termination of employment of such Company Employee), Parent shall provide or shall cause the Surviving Corporation to provide to each Company Employee, except as provided in any agreement between any Company Employee and the Surviving Corporation to be effective following the Effective Time, (i) a base salary or wage rate and target cash incentive opportunity that are at least as favorable in the aggregate to those individuals who are employees provided to such Company Employee by the Company Group, as of a TGE Entity immediately prior to the Closing DateEffective Time and (ii) other employee benefits (excluding cash incentive opportunities, who do not have an employment agreement with any TGE Entity severance (except as provided in the following sentence), equity and equity based awards, change in control plans, retention, transaction, nonqualified deferred compensation, defined benefit pension, and post-termination or retiree health or welfare benefits (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate to those provided to such Company Employee by the Company Group under the Company Benefit Plans and Company Benefit Agreements that are disclosed in Section 4.11 of the Company Disclosure Letter (other than the Excluded Benefits), as applicable, as of immediately prior to the Closing Date and who remain employed Effective Time (or, to the extent a Company Employee becomes covered by an Acquiror employee benefit plan or any program of Parent (or one of its Affiliates immediately other than the Surviving Corporation) during the Continuation Period, substantially comparable to those benefits maintained for and provided to similarly situated employees of Parent (or its relevant Affiliate)). Notwithstanding the foregoing, during the six month period following the Closing (the “Continuing Employees”)Effective Time, Acquirors or an Affiliate of Acquirors Parent shall, for and shall cause the Surviving Corporation to, provide any Company Employee (other than any Engagement Personnel who transition off an engagement) who experiences a period termination of 12 months following employment under the Closing, except with the prior written consent circumstances set forth in Section 7.03(a) of the Chief Executive Officer of TGE GP, (i) continue to employ each Continuing Employee in a position and Company Disclosure Letter with a title substantially similar to the position and title that such Continuing Employee held immediately prior to the Closing; (ii) continue to provide the Continuing Employees with annualized base salaries (or hourly wages, as applicable) and annual incentive compensation opportunities that are at least substantially similar to those provided to the Continuing Employees immediately prior to the Closing; and (iii) continue to provide the Continuing Employees with employee severance benefits that are not, in the aggregate, no less favorable than those set forth in Section 7.03(a) of the employee benefits that were available to Continuing Employees immediately prior to the Closing under the TGE Benefit Plans (excluding defined benefit pensions and supplemental retirement benefitsCompany Disclosure Letter, retiree medical or other retiree welfare benefits); provided, however, that any obligation in clauses (ii) and (iii) above to provide Continuing Employees with equity compensation shall not apply if equity securities of TGE (or equity securities of any successor entity) are not listed on a national securities exchange; and provided, further, that, for the avoidance of doubt, notwithstanding the foregoing proviso, Acquirors shall cause to be awarded all equity compensation contemplated by Schedule 6.3(h) when and as provided on Schedule 6.3(h) to the extent not awarded prior to the Closing Date, and such equity compensation shall be subject to the terms Company Employee’s execution of a general release of claims in favor of the applicable award agreement Company, Parent and equity incentive plan.related Persons. 61

Employee Matters. (a) With respect From the Effective Time through such later date as Fifth Third deems reasonably practicable (such date being referred to those individuals who are herein as the “Benefits Transition Date”), Fifth Third shall provide the employees of a TGE Entity First National Bankshares and its Subsidiaries as of the Effective Time (the “Covered Employees”) with employee benefits and compensation plans, programs and arrangements that are substantially similar, in the aggregate, to the employee benefits and compensation plans, programs and arrangements provided by First National Bankshares or its Subsidiaries, as the case may be, to such employees immediately prior to the Closing Effective Time. From and after the Benefits Transition Date, Fifth Third shall provide the Covered Employees with employee benefits and compensation plans, programs and arrangements (other than Fifth Third’s defined benefit pension plan, which has been frozen) that are substantially similar, in the aggregate, to those provided to similarly situated employees of Fifth Third and its Subsidiaries. Notwithstanding anything contained herein to the contrary, those employees of First National Bankshares and its Subsidiaries (other than temporary and/or co-operative employees) who do not have an employment employment, change in control or severance agreement with any TGE Entity immediately prior to the Closing Date and who remain are not employed by an Acquiror Fifth Third or who are terminated or voluntarily resign after being notified that, as a condition of employment, such employee must work at a location more than thirty (30) miles from such employee’s former location of employment or that such employee’s salary will be materially decreased, in any case and in both cases, within ninety (90) days after the Effective Time, and who sign and deliver a termination and release agreement in a form substantially similar to one of its Affiliates immediately following the Closing (the “Continuing Employees”those attached hereto as Exhibit 6.7(a), Acquirors or an Affiliate of Acquirors shall, for a period of 12 months following the Closing, except with the prior written consent of the Chief Executive Officer of TGE GP, shall be entitled to severance pay: (i) continue in the case of officers of First National Bankshares and all other exempt employees, equal to employ two (2) weeks of pay for each Continuing Employee in complete year of service (and a position and prorated amount for any partial year of service) with a title substantially similar minimum severance pay equal to the position (4) weeks pay; and title that such Continuing Employee held immediately prior to the Closing; (ii) continue in the case of all other employees, equal to one (1) week of pay for each complete year of service (and a prorated amount for any partial year of service) with a minimum severance pay equal to two (2) weeks of pay. For purposes of this Section 6.8, “service” shall include service with subsidiaries of First National Bankshares and service with members of the Affiliated Group of which First National Bankshares was a member prior to January 1, 2004. The severance payment referred to above shall replace the First National Bankshares’ current severance pay plan, if any, and a new severance pay plan will be in effect but in no event shall there be any duplication of severance pay. First National Bankshares shall cooperate with Fifth Third to comply with, and provide notices regarding, the Continuing Employees with annualized base salaries Workers Adjustment and Retraining Act or any similar state or local law, including without limitation, providing notices to employees and government representatives. Nothing contained in this Section shall be construed or interpreted to limit or modify in any way Fifth Third’s at will employment policy. In no event shall severance pay or any severance period be taken into account in determining the amount of any other benefit (including but not limited to, an individual’s benefit under any pension plan). If, by reason of the controlling plan document, controlling law or hourly wagesotherwise, as applicable) and annual incentive compensation opportunities that are at least substantially similar to those provided severance pay or any severance period is taken into account in determining any other benefit, the severance pay otherwise payable shall be reduced by the present value of the additional benefit determined under other benefit plans attributable to the Continuing Employees immediately prior to the Closing; and (iii) continue to provide the Continuing Employees with employee benefits that are not, in the aggregate, less favorable than the employee benefits that were available to Continuing Employees immediately prior to the Closing under the TGE Benefit Plans (excluding defined benefit pensions and supplemental retirement benefits, retiree medical severance pay or other retiree welfare benefits); provided, however, that any obligation in clauses (ii) and (iii) above to provide Continuing Employees with equity compensation shall not apply if equity securities of TGE (or equity securities of any successor entity) are not listed on a national securities exchange; and provided, further, that, for the avoidance of doubt, notwithstanding the foregoing proviso, Acquirors shall cause to be awarded all equity compensation contemplated by Schedule 6.3(h) when and as provided on Schedule 6.3(h) to the extent not awarded prior to the Closing Date, and such equity compensation shall be subject to the terms of the applicable award agreement and equity incentive planperiod.

Employee Matters. (a) With respect to those individuals who are employees Employees of a TGE Entity the Company and its Subsidiaries as of immediately prior to the Closing Date, who do not have an continue their employment agreement with any TGE Entity immediately prior to the Closing Date and who remain employed by an Acquiror Surviving Corporation or any of its Affiliates Subsidiaries immediately following the Closing (are referred to herein as the “Continuing Employees.” For a period of at least twelve (12) months following the Closing Date (or, if earlier, the date of a Continuing Employee’s termination, with respect to such Continuing Employee only) (the “Continuation Period”), Acquirors Parent will or an Affiliate of Acquirors shall, for a period of 12 months following will cause the Closing, except Surviving Corporation to provide Continuing Employees with the prior written consent of the Chief Executive Officer of TGE GP, (i) continue to employ each Continuing Employee base salary and hourly wages no less than those in a position and with a title substantially similar to the position and title that such Continuing Employee held effect immediately prior to the Closing; , (ii) continue to provide the Continuing Employees with annualized base salaries (or hourly wages, as applicable) and annual short-term incentive compensation opportunities (including commissions and annual bonuses, but excluding employee equity incentive compensation and the TAC Acquisition Corp. 2016 Bonus Unit Plan, defined benefit plans, non-qualified retirement plan benefits or post-termination welfare plans or arrangements) that are at least substantially similar comparable in the aggregate to those provided to the Continuing Employees in effect immediately prior to the Closing; and , (iii) continue to provide the Continuing Employees with other employee benefits that are not, substantially comparable in the aggregate, less favorable than the employee benefits that were available aggregate to Continuing Employees those in effect immediately prior to the Closing under the TGE Benefit Plans set forth on Schedule 4.16(a) (excluding other than any long-term incentive and equity-incentive opportunities, nonqualified deferred compensation, defined benefit pensions and supplemental retirement benefitsplans for Continuing Employees outside the U.K., or retiree medical or life insurance programs) (provided, that in the event an employee benefit plan or program described in this clause (iii) cannot be provided for the Continuation Period on the basis that the comparable plan or program offered by Parent and its Affiliates is frozen to new employees or is not available to similarly situated employees of Parent and its Affiliates (an “Unavailable Benefit”), then Parent shall make available to the impacted Continuing Employee an alternative arrangement that provides, or otherwise compensates such impacted Continuing Employee(s) for, a substantially comparable benefit as the Unavailable Benefit (an “Alternative Arrangement”)), and (iv) with respect to any other employee benefits that are not set forth on Schedule 4.16(a) (excluding, in each case, any long-term incentive and equity-incentive opportunities, nonqualified deferred compensation, defined benefit plans for Continuing Employees outside the U.K., or retiree welfare benefitsmedical or life insurance programs), employee benefits that are substantially comparable in the aggregate to such employee benefits as in effect immediately prior to the Closing (provided, that in the event of an Unavailable Benefit (provided, that for this purpose the references to “clause (iii)” in the definition of “Unavailable Benefit” shall be deemed to be references to “clause (iv)”), then Parent shall make available to the impacted Continuing Employee an Alternative Arrangement (provided, that for this purpose the references to “clause (iii)” in the definition of “Alternative Arrangement” shall be deemed to be references to “clause (iv)”)); provided, howeverfurther, that any obligation all employee benefits or arrangements made available under clause (iv) will not, individually or in clauses (ii) and (iii) above to provide Continuing Employees with equity compensation shall not apply if equity securities of TGE (or equity securities of any successor entity) are not listed on a national securities exchange; and providedthe aggregate, further, that, for exceed $200,000 in value)). Without limiting the avoidance of doubt, notwithstanding the foregoing proviso, Acquirors shall cause to be awarded all equity compensation contemplated by Schedule 6.3(h) when and as provided on Schedule 6.3(h) to the extent not awarded prior to the Closing Date, and such equity compensation shall be subject to the terms generality of the applicable award agreement foregoing, from and equity incentive planafter the Closing, Parent will, or will cause the Surviving Corporation to, provide severance pay and benefits to any Continuing Employee whose employment is terminated by Parent or any of its Affiliates (including the Surviving Corporation) during the Continuation Period on terms and in amounts that are no less favorable than the severance pay and benefits that are provided to similarly situated employees of Parent and its Subsidiaries.

Employee Matters. (a) With respect For a period of one year following the Closing Date (or such shorter period of employment, as the case may be), Parent shall provide (or cause to those individuals be provided) to each Acquired Company Employee who are employees is employed by the Acquired Companies as of the Second Merger Effective Time (each, a TGE Entity “Covered Employee”): (i) a base salary or wage rate and an annual bonus opportunity, in each case, that is no less than such Covered Employee’s base salary or wage rate and annual bonus opportunity in effect as of immediately prior to the Closing DateSecond Merger Effective Time and (ii) employee benefits (excluding any change in control, who do not have an employment agreement with any TGE Entity immediately prior retention or transaction-based bonus opportunities, equity, equity-based or other long-term incentive compensation, defined benefit pension benefits, retiree health or welfare benefits or severance pay or benefits) that are substantially comparable in the aggregate to the Closing Date those provided by Parent and who remain employed by an Acquiror its Affiliates to similarly situated employees of Parent and its Affiliates from time to time; provided that, until such time as Parent shall cause such Covered Employee to participate in a welfare benefit plan of Parent or any of its Affiliates immediately following Subsidiaries after the Closing Second Merger Effective Time (the each, a “Continuing EmployeesParent Welfare Plan”), Acquirors or an Affiliate of Acquirors shall, for a period of 12 months following such Covered Employee’s continued participation in the Closing, except with the prior written consent of the Chief Executive Officer of TGE GP, (i) continue Employee Plans shall be deemed to employ each Continuing Employee in a position and with a title substantially similar to the position and title that such Continuing Employee held immediately prior to the Closing; satisfy clause (ii) continue of this Section 8.01 (it being understood that participation in Parent Welfare Plans may commence at different times with respect to provide the Continuing Employees with annualized base salaries (or hourly wages, as applicable) and annual incentive compensation opportunities that are at least substantially similar to those provided each Parent Welfare Plan). Prior to the Continuing Employees immediately prior Condition Satisfaction Date, the Company shall take all actions necessary to the Closing; and (iii) continue to provide the Continuing Employees with employee benefits that are notterminate, in the aggregate, less favorable than the employee benefits that were available to Continuing Employees immediately prior to the Closing under the TGE Benefit Plans (excluding defined benefit pensions and supplemental retirement benefits, retiree medical or other retiree welfare benefits); provided, however, that any obligation in clauses (ii) and (iii) above to provide Continuing Employees with equity compensation shall not apply if equity securities of TGE (or equity securities of any successor entity) are not listed on a national securities exchange; and provided, further, that, for the avoidance of doubt, notwithstanding the foregoing proviso, Acquirors shall cause to be awarded all equity compensation contemplated by Schedule 6.3(h) when and as provided on Schedule 6.3(h) to terminated, effective no later than the extent not awarded prior to Business Day immediately preceding the Closing Date, the Employee Plans listed on Section 8.01 of the Company Disclosure Schedule and such equity compensation shall be subject any other Employee Plan that Parent requests the Company to terminate not less than 10 Business Days prior to the terms of the applicable award agreement and equity incentive planCondition Satisfaction Date.

Employee Matters. (a) With respect to those individuals who are employees During the period commencing at the Effective Time and ending on the first anniversary of a TGE Entity immediately prior to the Closing Date, Parent shall, or shall cause one of its Subsidiaries to, provide each employee of the Company and Company Bank who do not have an employment agreement with any TGE Entity immediately prior continues to the Closing Date and who remain be employed by an Acquiror Parent or any of its Affiliates Subsidiaries (including the Parent Bank and its Subsidiaries) immediately following the Closing Effective Time for so long as such employee is employed following the Effective Time (collectively, the “Continuing Employees”), Acquirors or an Affiliate of Acquirors shall, for a period of 12 months following the Closing, except ) with the prior written consent of the Chief Executive Officer of TGE GP, (i) continue a base salary or base wage rate, as applicable (including commission rate, if applicable), that is no less favorable than such base salary or base wage rate, as applicable, provided by the Company or Company Bank to employ each Continuing Employee in a position and with a title substantially similar to the position and title that such Continuing Employee held immediately prior to the Closing; Effective Time, (ii) continue an annual short-term cash incentive opportunity that is substantially comparable to provide the Continuing Employees with annualized base salaries annual short-term cash incentive opportunity provided by the Parent to its similarly situated employees, and (or hourly wagesiii) other compensation, as applicable) including long-term incentive opportunities, and annual incentive compensation opportunities employee benefits that are at least substantially similar comparable in the aggregate to those either (A) the other compensation, including long-term incentive opportunities, and employee benefits provided by the Company or Company Bank to the such Continuing Employees Employee (other than a Continuing Employee who is a party to an employment, change in control or retention agreement) immediately prior to the Closing; Effective Time or (B) the other compensation, including long-term incentive opportunities, and (iii) continue to provide the Continuing Employees with employee benefits that are not, in the aggregate, less favorable than the employee benefits that were available provided by Parent to Continuing Employees immediately prior to the Closing under the TGE Benefit Plans (excluding defined benefit pensions and supplemental retirement benefits, retiree medical or other retiree welfare benefits)similarly situated employees of Parent; provided, however, that Parent and its Subsidiaries shall have no obligation to provide similar or comparable titles, responsibilities or duties. Without limiting the immediately preceding sentence, Parent shall, or shall cause the Parent Bank or one of its Subsidiaries to, provide to each full-time Continuing Employee whose employment terminates during the twelve- (12-) month period following the Closing Date with severance benefits as provided in Section 6.7(a) of the Company Disclosure Schedule, determined (1) without taking into account any obligation reduction after the Closing in clauses (ii) compensation paid to such Continuing Employee and (iii2) above to provide taking into account each Continuing Employees Employee’s service with equity compensation shall not apply if equity securities of TGE the Company and Company Bank (or equity securities of and any successor entitypredecessor entities) are not listed on a national securities exchange; and, after the Closing, Parent and providedits Subsidiaries, further, that, for the avoidance of doubt, notwithstanding the foregoing proviso, Acquirors shall cause to be awarded all equity compensation contemplated by Schedule 6.3(h) when and as provided on Schedule 6.3(h) to in the extent not awarded prior to the Closing Date, plan document in form and such equity compensation shall be subject to the terms of the applicable award agreement and equity incentive plansubstance as approved by Parent.

Employee Matters. (a) With respect Subject to those individuals any applicable Labor Agreements, until December 31, 2017 (the “Continuation Period”), Parent shall, and shall cause the Surviving Corporation to, provide (i) base salary and annual cash bonus opportunities to each person who are employees is an employee of a TGE Entity the Company or any of its Subsidiaries immediately prior to the Closing DateEffective Time (each, who do not have an employment agreement with any TGE Entity a “Continuing Employee”) that are no less favorable, in each case, than those in effect immediately prior to the Closing Date and who remain employed by an Acquiror or any of its Affiliates immediately following the Closing (the “Continuing Employees”), Acquirors or an Affiliate of Acquirors shall, for a period of 12 months following the Closing, except with the prior written consent of the Chief Executive Officer of TGE GPEffective Time, (iii) continue severance benefits to employ each Continuing Employee in a position and with a title substantially similar that are no less favorable than those that would have been provided to the position and title that such Continuing Employee held immediately prior under the applicable severance benefit plans, programs, policies, agreements and arrangements as in effect on the date hereof and (iii) employee benefit plans and arrangements (other than base salary, annual bonus and long-term incentive opportunities, severance benefits and employee stock purchase plan benefits) to the Closing; (ii) continue to provide the Continuing Employees with annualized base salaries (or hourly wages, as applicable) and annual incentive compensation opportunities that are at least substantially similar comparable in the aggregate to those provided to the Continuing Employees immediately prior to the Closing; Effective Time, in the case of clauses (i) and (iii) continue ), except to the extent such Continuing Employee’s employment with Parent or its Affiliates is terminated prior to the end of the Continuation Period. In addition, Parent shall, and shall cause the Surviving Corporation to, provide a 2017 long-term incentive award to each Continuing Employee employed by Parent or its Subsidiaries at the Continuing Employees with employee benefits time annual long-term awards are made generally that are not, in the aggregate, is no less favorable than the greater of (A) the long-term incentive award made to similarly situated employees of Parent generally or (B) the ordinary course long-term incentive award made by the Company to such employee benefits for 2016, as adjusted in a manner consistent with Parent’s long-term plan for the performance of the Surviving Corporation’s business operations relative to peer group companies. (b) Without limiting the generality of Section 5.08(a), from and after the Effective Time, Parent shall, or shall cause the Surviving Corporation to, honor in accordance with their terms all the Company Plans as in effect at the Effective Time, it being understood that were available the foregoing shall not limit the right of Parent and its Subsidiaries, including the Surviving Corporation, to amend any Company Plan in accordance with its terms. Parent hereby acknowledges that the consummation of the Transactions constitutes a “change in control” or “change of control” (or a term of similar import) for purposes of any Company Plan that contains a definition of “change in control” or “change of control” (or a term of similar import), as applicable. 46 (c) With respect to all employee benefit plans of the Surviving Corporation and its Subsidiaries, including any “employee benefit plan” (as defined in Section 3(3) of ERISA) (including any vacation, paid time-off and severance plans), for all purposes (except as set forth below), including determining eligibility to participate, level of benefits, vesting and benefit accruals, each Continuing Employees immediately prior Employee’s service with the Company or any of its Subsidiaries (as well as service with any predecessor employer of the Company or any such Subsidiary, to the Closing under extent service with the TGE Benefit Plans predecessor employer was recognized by the Company or such Subsidiary) shall be treated as service with the Surviving Corporation or any of its Subsidiaries (excluding defined benefit pensions or in the case of a transfer of all or substantially all the assets and supplemental retirement benefitsbusiness of the Surviving Corporation, retiree medical or other retiree welfare benefitsits successors and assigns); provided, however, that such service need not be recognized (i) to the extent that such recognition would result in any obligation in clauses duplication of benefits for the same period of service, (ii) and for any purpose under any defined benefit retirement plan, retiree welfare plan, equity-based incentive plan or long-term incentive plan, (iii) above to provide Continuing Employees with equity compensation shall not apply if equity securities of TGE (or equity securities of any successor entity) are not listed on a national securities exchange; and provided, further, that, for the avoidance of doubt, notwithstanding the foregoing proviso, Acquirors shall cause to be awarded all equity compensation contemplated by Schedule 6.3(h) when and as provided on Schedule 6.3(h) to the extent not awarded recognized by the Company for similar purposes, or (iv) for purposes of any plan, program or arrangement (x) under which similarly situated employees of Parent and its Subsidiaries do not receive credit for prior service or (y) that is grandfathered or frozen, either with respect to level of benefits or participation. (d) Without limiting the generality of Section 5.08(a), Parent shall, or shall cause the Surviving Corporation to, use commercially reasonable efforts to waive, or cause to be waived, any pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods under any welfare benefit plan maintained by the Surviving Corporation or any of its Subsidiaries in which Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Effective Time, except to the extent that such pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods would not have been satisfied or waived under the comparable Company Plan immediately prior to the Closing DateEffective Time. Parent shall, or shall cause the Surviving Corporation to, use commercially reasonable efforts to recognize the dollar amount of all co-payments, deductibles and similar expenses incurred by each Continuing Employee (and his or her eligible dependents) during the calendar year in which the Effective Time occurs for purposes of satisfying such year’s deductible and co-payment limitations under the relevant welfare benefit plans in which they will be eligible to participate from and after the Effective Time. (e) The provisions of this Section 5.08 are solely for the benefit of the parties to this Agreement, and such equity compensation shall be subject no provision of this Section 5.08 (i) is intended to, or shall, constitute the establishment or adoption of or an amendment to any employee benefit plan for purposes of ERISA or otherwise, (ii) obligates Parent or any of its Subsidiaries (including the terms Surviving Corporation) to retain the employment of any particular employee of the applicable award agreement and equity incentive planCompany or any of its Subsidiaries following the Effective Time or (iii) results in any current or former director, employee, consultant or any other individual associated therewith being regarded for any purpose as a third party beneficiary of this Agreement or have the right to enforce the provisions hereof. 47 SECTION 5.09.

Employee Matters. (a) With respect Until the end of the calendar year in which the Closing Date occurs, but not beyond the date on which a Continuing Employee’s employment with Parent (excluding other employment with Parent for which a Continuing Employee voluntarily applies), the Surviving Corporation, the Company or any of their respective Subsidiaries terminates (the “Continuation Period”), Parent agrees to those individuals who are employees provide, or to cause one of a TGE Entity its Affiliates (including after the Closing, the Company) to provide, each individual employed by the Company immediately prior to the Closing Datewho is retained by Xxxxxx (each, who do not have an employment agreement a “Continuing Employee”) with any TGE Entity (i) the base salary or hourly wages and annual bonus targets that are, in each case no less favorable than those provided to the Continuing Employee immediately prior to the Closing, and (ii) employee benefits that are substantially comparable in the aggregate to either (in the discretion of Parent) (1) the employee benefits provided to the Continuing Employee immediately prior to the Closing Date or (2) employee benefits provided to similarly-situated employees of Parent and who remain employed by an Acquiror its Affiliates (in the case of either clause (1) or (2), excluding any equity, equity-based, change in control or severance benefits or any defined benefit retirement benefits). Nothing herein shall prevent Parent or any of its Affiliates immediately following the Closing (the “Continuing Employees”)including, Acquirors or an Affiliate of Acquirors shall, for a period of 12 months following after the Closing, except the Company or any of its Subsidiaries) from terminating the employment of any Continuing Employee during the Continuation Period in compliance with applicable Law. In addition, Parent shall assume and honor, and shall cause the prior written consent Surviving Corporation and their respective Affiliates to assume and honor, the terms of the Chief Executive Officer Company’s severance guidelines outlined in Section 6.3(a) of TGE GP, (i) continue the Company Disclosure Letter and provide the severance payments and benefits required thereunder to employ each any applicable Continuing Employee that experiences a qualifying termination of employment during the Continuation Period, provided that (1) there shall be no duplication of benefits (it being understood that in a position and with a title substantially similar to no event shall the position and title that such Continuing Employee held immediately payment of any retention amounts, due under an arrangement in effect prior to the Closing; , be duplicative of the payment of any severance amounts hereunder), (ii2) continue to provide Parent may, in its discretion, condition any such severance payments on the Continuing Employees with annualized base salaries execution and non-revocation of a release of claims (or hourly wagesincluding by waiting until such release of claims is effective before initiating any such severance payments), as applicable) and annual incentive compensation opportunities that are at least substantially similar to those provided to the Continuing Employees immediately prior to the Closing; and (iii3) continue to provide the Continuing Employees with employee benefits that are notParent may, in the aggregateits discretion, less favorable than the employee benefits that were available to Continuing Employees immediately prior to the Closing under the TGE Benefit Plans accelerate any such severance payments (excluding defined benefit pensions and supplemental retirement benefits, retiree medical or other retiree welfare benefits); provided, however, that any obligation including by making payment in clauses (ii) and (iii) above to provide Continuing Employees with equity compensation shall not apply if equity securities of TGE (or equity securities of any successor entity) are not listed on a national securities exchange; and provided, further, that, for the avoidance of doubt, notwithstanding the foregoing proviso, Acquirors shall cause to be awarded all equity compensation contemplated by Schedule 6.3(h) when and as provided on Schedule 6.3(hsingle lump sum) to the extent not awarded prior there would be no adverse Tax consequences to the Closing Date, and such equity compensation shall be subject to the terms Continuing Employee under Section 409A of the applicable award agreement and equity incentive planCode. Parent hereby acknowledges that the occurrence of the Effective Time will constitute a “change in control” (or similar phrase) within the meaning of the Company Employee Benefit Plans set forth in Section 4.11(a) of the Company Disclosure Letter that contain provisions triggering payment, vesting or other rights upon a change in control or similar transaction.