Common use of Benefit Plans Clause in Contracts

Benefit Plans. (i) With respect to the Phone Benefit Plans, no event has occurred and there exists no condition or set of circumstances, in connection with which Phone or any of its subsidiaries would be subject to any liability that individually or in the aggregate would have a material adverse effect on Phone under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Code or any other applicable law. (ii) Each Phone Benefit Plan has been administered in accordance with its terms, except for any failures so to administer any Phone Benefit Plan that individually or in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operated, and are, in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) of the Code and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") with respect to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Phone or any of its subsidiaries pending or, to the knowledge of Phone, threatened which may interfere with the respective business activities of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting of any benefits under any Phone Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior to the Closing Date that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect immediately prior to the Closing Date. (viii) Except such as would not have a material adverse effect, there are no material unresolved claims or disputes under the terms of, or in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced with respect to any material claim. (ix) To the knowledge of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise). (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G of the Code, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, or any successor in interest, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute payments.

Benefit Plans. (ia) With respect Parent shall cause the Surviving Corporation to maintain for a period of one year after the Phone Effective Time the Company Benefit Plans, no event has occurred Plans as in effect on the date of this Agreement as set forth on the Company Disclosure Letter (other than the Company Stock Plan and there exists no condition any other Company Benefit Plan that provides benefits based on the value of Company Common Stock) or set to provide benefits (excluding benefits attributable to equity-based plans or grants) to each current employee of circumstances, in connection with which Phone or any of its subsidiaries would be subject to any liability the Company and the Company Subsidiaries that individually or are at least as favorable in the aggregate would have a material adverse to such employees as those in effect on Phone under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Code or any other applicable law. (ii) Each Phone Benefit Plan has been administered in accordance with its terms, except for any failures so to administer any Phone Benefit Plan that individually or in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operated, and are, in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) of the Code and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") with respect to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of the date of this Agreement. (b) From and after the Effective Time, there is no labor disputeParent shall, strike or work stoppage against Phone or any of its subsidiaries pending or, and shall cause the Surviving Corporation to the knowledge of Phone, threatened which may interfere honor in accordance with the their respective business activities of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or terms (as in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement), all the Company's employment, severance and termination agreements, plans and policies disclosed in the Company Disclosure Letter. (c) With respect to any employee benefit plan, program or arrangement maintained by Parent or any Parent Subsidiary (including any severance plan), for all purposes of determining eligibility to participate and vesting but not for purposes of benefit accrual, service with the Company or any Company Subsidiary shall be treated as service with Parent or any Parent Subsidiary; provided, however, that such service need not be recognized to the knowledge extent that such recognition would result in any duplication of Phonebenefits. (d) Parent shall waive, none of Phoneor cause to be waived, any of its subsidiaries or pre-existing condition limitation under any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone welfare benefit plan maintained by Parent or any of its subsidiaries, affiliates (other than the Company) in which employees of the Company and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. Company Subsidiaries (viand their eligible dependents) No employee of Phone or any Phone subsidiary will be entitled eligible to any material paymentparticipate from and after the Effective Time, additional benefits or any acceleration of the time of payment or vesting of any benefits under any Phone Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior except to the Closing Date extent that is not materially in accordance with such pre-existing condition limitation would have been applicable under the written or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect comparable Company welfare benefit plan immediately prior to the Closing Date. Effective Time. Parent shall recognize, or cause to be recognized, the dollar amount of all expenses incurred by each Company employee (viiiand his or her eligible dependents) Except during the calendar year in which the Effective Time occurs for purposes of satisfying such as would not have a material adverse effect, there are no material unresolved claims or disputes year's deductible and co-payment limitations under the terms of, or relevant welfare benefit plans in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefits), which they will be eligible to participate from and no action, legal or otherwise, has been commenced with respect to any material claimafter the Effective Time. (ix) To the knowledge of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise). (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G of the Code, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, or any successor in interest, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute payments.

Benefit Plans. (a) For a period of not less than twelve months after the Effective Time, Parent shall (i) With respect to either (A) maintain or cause the Phone Benefit Plans, no event has occurred and there exists no condition or set of circumstances, in connection with which Phone or any of its subsidiaries would be subject to any liability that individually Surviving Corporation (or in the aggregate would have case of a material adverse effect on Phone under transfer of all or substantially all the Employee Retirement Income Security Act assets and business of 1974the Surviving Corporation, as amended ("ERISA"), its successors and assigns) to maintain the Code or any other applicable law. (ii) Each Phone Benefit Plan has been administered in accordance with its terms, except for any failures so to administer any Phone Benefit Plan that individually or in the aggregate would not have a material adverse effect on Phone. The Phone Company Benefit Plans have been operated, and are, in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) of the Code and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") with respect to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law plans providing for the issuance of Company Common Stock or benefits, based on the full cost value of which is borne by Company Common Stock) at the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of benefit levels in effect on the date of this Agreement, there is no labor dispute, strike Agreement or work stoppage against Phone (B) provide or any of its subsidiaries pending cause the Surviving Corporation (or, in such case, its successors or assigns) to provide benefits to employees of the knowledge of PhoneCompany and the Company Subsidiaries that, threatened which may interfere with the respective business activities of Phone or any of its subsidiariestaken as a whole, except where such dispute, strike or work stoppage individually or are no less favorable in the aggregate would not have to such employees than those provided to similarly situated employees of Eckerd Corporation, a material adverse effect on Phone. As wholly owned subsidiary of Parent ("Eckerd"), (ii) make available plans providing for the date issuance of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting of any benefits under any Phone Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made Parent Common Stock to employees of Phone or any Phone subsidiaries the Company and the Company Subsidiaries that are substantially equivalent to those provided to similarly situated employees of Eckerd (taking into account the Company Employee Stock Options that are issued, outstanding and assumed by an authorized Phone employee prior to Parent on the Closing Date that is not materially in accordance with Date) and (iii) maintain compensation levels of employees of the written or otherwise preexisting terms Company and provisions of such Phone Benefit Plans the Company Subsidiaries, taken as a whole, at least the compensation levels in effect immediately prior to the Closing DateEffective Time. In addition, Parent shall, and shall cause the Surviving Corporation to, satisfy in full all obligations set forth on Schedule 6.05 to the Company Disclosure Letter. (viiib) Except such From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, honor in accordance with their respective terms (as would not have a material adverse effect, there are no material unresolved claims or disputes under in effect on the terms date of, or amended in connection accordance with, this Agreement), (i) all the Company's employment, severance and termination agreements, plans and policies disclosed in the Company Disclosure Letter and all other obligations of the Company and each Company Subsidiary under the Company Benefit Plans listed in the Company Disclosure Letter, (ii) all unused vacation days and all personal and sickness days accrued as of the Effective Time in accordance with the vacation and personnel policies of the Company and the Company Subsidiaries in effect as of the date of this Agreement and (iii) all obligations set forth in the Company Disclosure Letter; provided, however, that nothing herein shall be deemed to limit Parent's ability to amend, modify or terminate any Phone Benefit Plan of the arrangements described in clauses (i)- (iii) above in accordance with the respective terms of such arrangements. (c) With respect to any "employee benefit plan", as defined in Section 3(3) of ERISA, maintained by Parent or any Parent Subsidiary (including any severance plan), for all purposes, including determining eligibility to participate, level of benefits and vesting, service with the Company or any Company Subsidiary shall be treated as service with Parent or the Parent Subsidiaries; provided, however, that such service need not be recognized to the extent that such recognition would result in any duplication of benefits or for benefit accrual purposes under any defined benefit pension plan of Parent or any Parent Subsidiary. (d) Parent shall waive, or cause to be waived, any pre-existing condition limitation under any welfare benefit plan maintained by Parent or any of its affiliates (other than routine undisputed claims the Company) in which employees of the Company and the Company Subsidiaries (and their eligible dependents) will be eligible to participate from and after the Effective Time, except to the extent that such pre-existing condition limitation would have been applicable under the comparable Company welfare benefit plan immediately prior to the Effective Time. Parent agrees to recognize, or cause to be recognized, the dollar amount of all expenses incurred by each Company employee (and his or her eligible dependents) during the calendar year in which the Effective Time occurs for benefitspurposes 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) Parent acknowledges that, for purposes of those Company Benefit Plans listed in the Company Disclosure Letter which are specifically identified in the Company Disclosure Letter as being affected, by their respective terms, as a result of the consummation of the Merger constituting a "Change in Control" of the Company, the consummation of the Merger will constitute a "Change in Control" of the Company (as that term is respectively defined in each of such Company Benefit Plans). Parent shall, and no actionshall cause the Surviving Corporation to (i) pay, legal or otherwisecause to be paid, has been commenced all amounts provided under such Company Benefit Plans as a result of a Change in Control of the Company in accordance with their terms as in effect on the date of this Agreement and (ii) honor all rights and privileges to or with respect to any material claimsuch Company Benefit Plans as in effect on the date of this Agreement which, by their respective terms, became effective as a result of such Change in Control. (ixf) To Parent shall cause the knowledge of Phone, no non-exempt "prohibited transaction" (within Surviving Corporation at the meaning of section 4975(c) Effective Time to continue to employ all employees of the Code) involving Company and the Company Subsidiaries who are employed immediately prior to the Effective Time. Parent shall be under no obligation to cause the Surviving Corporation to continue to employ any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise)such individuals after the Effective Time. (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G of the Code, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, or any successor in interest, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute payments.

Benefit Plans. During the Employment Period, the Executive and the Executive’s spouse and dependents, as the case may be, shall be eligible for participation in all other employee benefit and fringe benefit plans, practices, policies and programs provided by the Company and its affiliates (iincluding, without limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans and programs) on terms and conditions no less favorable than the terms and conditions applicable to similarly situated executives of the Company’s Capital Markets business; provided that such benefit and fringe benefit plans, practices, policies and programs may be amended, revised or eliminated by the Company and/or its affiliates or subsidiaries from time to time in their sole discretion, in accordance with the terms of such plans, practices, policies and programs. For purposes of the Executive’s participation in the employee benefit plans of the Company, the Company shall credit the Executive with full credit for all service credited under each applicable Company Benefit Plan (as defined in the Merger Agreement) including service with SoundView and, where applicable, service with prior or predecessor employers to the extent credit is given for such service under each applicable Company Benefit Plan for purposes of eligibility to participate and receive benefits for purposes of vesting and for purposes of benefit accruals (except where it would result in a duplication of benefits); provided that in no event shall the Company’s sabbatical program be deemed a Company Benefit Plan for purposes of this Agreement and provided further that in no event shall such service credit be credited for purposes of determining the Executive’s eligibility for retirement under the Company’s equity plans. With respect to the Phone Benefit PlansCompany’s health, no event has occurred dental and there exists no condition or set of circumstances, in connection with which Phone or any of its subsidiaries would be subject to any liability that individually or in the aggregate would have a material adverse effect on Phone under the Employee Retirement Income Security Act of 1974, as amended ("ERISA")vision benefit plans, the Code or Company shall cause any other applicable law. (ii) Each Phone Benefit Plan has been administered in accordance with its terms, except for such plan to waive any failures so to administer any Phone Benefit Plan that individually or in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operated, pre-existing condition exclusions and are, in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in actively-at-work requirements under such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) of the Code and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") plans with respect to each such Phone Benefit Plan as the Executive and his eligible dependents (to its qualified status the extent waived under the Codecorresponding SoundView welfare benefit plan). The Company will ensure that any deductibles, co-insurance and out-of-pocket expenses incurred by the Executive on or has remaining a period before the Effective Date shall be taken into account for purposes of time satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter the Company’s medical and make any amendments necessary to obtain a favorable determination, opinion or advisory as dental plans after the Effective Date to the qualified status extent that such expenses are taken into account for similarly situated employees of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since Company’s Capital Markets Business and to the date of any determination opinion or advisory letter from the IRS which extent that such expense information is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As the Company’s Human Resources Department within sixty (60) days of the date of this Agreement, there is no labor dispute, strike or work stoppage against Phone or any of its subsidiaries pending or, to the knowledge of Phone, threatened which may interfere with the respective business activities of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting of any benefits under any Phone Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior to the Closing Date that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect immediately prior to the Closing Effective Date. (viii) Except such as would not have a material adverse effect, there are no material unresolved claims or disputes under the terms of, or in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced with respect to any material claim. (ix) To the knowledge of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise). (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G of the Code, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, or any successor in interest, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute payments.

Benefit Plans. (i1) With respect During the Contract Term, the Company agrees to continue the Company's Annual Incentive Compensation Plan as the same may be modified from time to time but substantially in the form presently in effect (the "Incentive Compensation Plan"). The Company agrees to continue the Executive as a participant in the Incentive Compensation Plan on a basis at least equivalent to the Phone present basis of his participation for the calendar year in which the effective date of this Agreement occurs. (2) During the Contract Term, the Company agrees to continue in effect any perquisite, benefit or compensation plan (in addition to the Incentive Compensation Plan) including its pension plan, excess benefits plans, supplemental retirement program for short service executives, dental plan, life insurance plan, health and accident plan or disability plan in which the Executive is currently participating (but excluding the Company's stock option plan and performance share plan, participation in which shall be at the sole discretion of the Company's Board of Directors, or any applicable committee thereof) (such plans are collectively referred to with the Incentive Compensation Plan as the "Benefit Plans, no event has occurred and there exists no condition or set of circumstances, in connection with which Phone or any of its subsidiaries would be subject to any liability that individually or in the aggregate would have a material adverse effect on Phone under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or to maintain plans providing substantially similar benefits; provided, however, that the Code or any other Company may make modifications in such Benefit Plans so long as such modifications (a) are generally applicable lawto all salaried employees of the Company and (b) do not discriminate against highly-paid employees of the Company. (ii3) Each Phone Benefit Plan has been administered in accordance with its termsDuring the Contract Term, except for any failures so to administer any Phone Benefit Plan that individually or as permitted in the aggregate proviso contained in paragraph (2) above, the Company agrees not to take any action that would not have a material adverse effect on Phone. The Phone adversely affect the Executive's participation in, or materially reduce the benefits under, any of the Benefit Plans have been operatedPlans. (4) Benefits herein provided are in lieu of any severance payment benefit otherwise provided under any other agreement, and arepolicy, or practice provided by the Company and, in compliance with the applicable provisions event of ERISAan effective Notice of Termination hereunder, the Code and all other applicable laws and the terms are also in lieu of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) obligations of the Code and each trust intended to qualify under section 501(a) Company in favor of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") Executive with respect to each vacation or vacation pay. The Executive waives all rights to such Phone Benefit Plan as payments under any such agreement, policy or practice provided, however, that this waiver shall not extend to its qualified status entitlements provided under the Codeany disability insurance plan, retirement plan, excess benefit plan, or has remaining a period of time under applicable Treasury regulations supplemental pension plan or IRS pronouncements in which to apply agreement for such a letter short service executives and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone related Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. Plans (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insuredincluding health and insurance plans), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law those relating to severance or benefits, the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which are not materialvacation. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Phone or any of its subsidiaries pending or, to the knowledge of Phone, threatened which may interfere with the respective business activities of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting of any benefits under any Phone Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior to the Closing Date that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect immediately prior to the Closing Date. (viii) Except such as would not have a material adverse effect, there are no material unresolved claims or disputes under the terms of, or in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced with respect to any material claim. (ix) To the knowledge of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise). (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G of the Code, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, or any successor in interest, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute payments.

Benefit Plans. (ia) With respect to Section 5.15(a) of the Phone Benefit Plans, no event has occurred Disclosure Schedule sets forth an accurate and there exists no condition or set complete list of circumstances, each “employee benefit plan” (as defined in connection with which Phone or any Section 3(3) of its subsidiaries would be subject to any liability that individually or in the aggregate would have a material adverse effect on Phone under the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”)) and each other compensation, bonus, pension, profit sharing, deferred compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, employment, change-in-control, welfare, collective bargaining, severance, disability, death benefit, hospitalization and medical plan, program, policy and arrangement maintained or contributed to (or required to be contributed to) for the Code benefit of any Brand Employee, or former employee, officer or director who primarily performed service for or at the behest of Seller, any other applicable lawBrand Company or their respective Affiliates or with respect to which any Brand Company would reasonably be expected to have direct, indirect, joint and several or contingent liability (the “Company Benefit Plans”). (iib) Each Phone Benefit Plan has been administered in accordance with its terms, except for any failures so to administer any Phone Benefit Plan that individually or in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operated, and are, in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Company Benefit Plan intended to qualify under section Code Section 401(a) is the subject of the Code and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, advisory or opinion or advisory letter from issued by the Internal Revenue Service (the "IRS") with respect to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, advisory or opinion or advisory letter may still be relied upon as to the qualified status of each Phone the Company Benefit Plan. To the knowledge of Phone, and no fact or event has circumstances have occurred since the date of any such favorable determination or opinion or advisory letter from that would result in the IRS which is reasonably likely to affect adversely loss of the tax-qualified status of any such Phone Company Benefit Plan. (c) None of the Company Benefit Plans that are “welfare benefit plans” as defined in ERISA Section 3(1) provide for continuing benefits or coverage for any participant or beneficiary of a participant after such participant’s termination of employment, except to the extent required by Applicable Law. (d) No employee pension benefit plan (as defined under Section 3(2) of ERISA) sponsored, maintained or contributed to, at any time, by Seller, any Brand Company, or any of their respective Affiliates: (i) provides or provided any benefit guaranteed by the Pension Benefit Guaranty Corporation; (ii) is or was a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA; or (iii) is or was subject to the minimum funding standards of Section 412 of the Code or Section 302 of ERISA. (e) Seller has made available to Purchaser, with respect to each Company Benefit Plan: (i) a copy of the Company Benefit Plan and all amendments (including any amendment that is scheduled to take effect in the future) and, in the case of any Company Benefit Plan not set forth in writing, a written description thereof; (ii) a copy of each Contract (including any trust agreement, funding agreement, service provider agreement, insurance agreement, investment management agreement or recordkeeping agreement) relating to the Company Benefit Plan; (iii) a copy of any summary plan description for the Company Benefit Plan; (iv) a copy of any Form 5500 for the last three Company Benefit Plan years; and (v) a copy of any determination, advisory, or opinion letter related to the Company Benefit Plan and any notice or other document that has been issued by, or that has been received by the sponsor of such Company Benefit Plan from any Governmental Entity with respect to the Company Benefit Plan. (f) Each Company Benefit Plan has been operated and administered in all material respects in accordance with its terms and in compliance with Applicable Law, including the Code and ERISA. (g) Each contribution or other payment that is required to have been accrued or made to, under, or with respect to any Company Benefit Plan has been duly accrued or made on a timely basis. (h) No prohibited transaction within the meaning of Code Section 4975 or ERISA Section 406 or 407, and not otherwise exempt under ERISA Section 408, has occurred with respect to a Company Benefit Plan that would reasonably be expected to subject the Company to any material liability. (i) There are no Proceedings pending or threatened with respect to any Company Benefit Plan or the exempt status assets of any such trustCompany Benefit Plan or any related trust (other than routine claims for benefits). (j) Other than in the ordinary course of business, there has been no amendment to, announcement by Seller or any of its Affiliates relating to, or change in employee participation or coverage under, any Company Benefit Plan that would increase the annual expense of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year with respect to any Brand Employee. Other than in the ordinary course of business, Seller does not have any commitment or obligation and has not made any representations to any Brand Employee, whether or not legally binding, to adopt, amend or modify any Company Benefit Plan. (k) Neither the execution and delivery of this Agreement, nor the consummation of the Contemplated Transactions could (i) entitle any Brand Employee to material severance pay or any increase in severance pay, (ii) accelerate the time of payment or vesting, or increase the amount of compensation due to any such Brand Employee, (iii) No Phone directly or indirectly cause Seller to transfer or set aside any assets to fund any benefits under any Company Benefit Plan is subject Plan, (iv) otherwise give rise to Title IV of ERISA any liability under any Company Benefit Plan, or is (v) or require a "multi“gross-employer plan" up” or other payment to any “disqualified individual” within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Phone or any of its subsidiaries pending or, to the knowledge of Phone, threatened which may interfere with the respective business activities of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting of any benefits under any Phone Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior to the Closing Date that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect immediately prior to the Closing Date. (viii) Except such as would not have a material adverse effect, there are no material unresolved claims or disputes under the terms of, or in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced with respect to any material claim. (ix) To the knowledge of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c280G(e) of the Code) involving any Phone Benefit Plan has occurred that could subject Phone Code due to any material tax penalty or other cost or liability (by indemnification or otherwise). (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G the imposition of the Code, and neither is excise tax under Section 4999 of the Code on any payment by a party Brand Company to such disqualified individual or due to the failure of any agreement that under certain circumstances is reasonably likely payment to obligate it, or any successor in interest, such disqualified individual to make any parachute payments that will not be deductible under section Section 280G of the Code. Neither Phone nor There is no Contract to which Seller or the Brand Companies is a party that could, individually or collectively, result (or has resulted) in the payment of any Phone subsidiary is obligated amount that would not be deductible by reason of Section 280G of the Code. (l) Any other representation or warranty contained in this Agreement notwithstanding, the representations and warranties contained in this Section 5.15 constitute the sole representations and warranties of Seller relating to make reimbursement or gross-up payments to any person in respect to excess parachute paymentsemployee benefit plan matters.

Benefit Plans. Parent shall take all reasonable actions necessary to allow eligible employees of the Company that will be employees of the Surviving Corporation (i) With respect “Transitioned Employees”), to participate in benefit programs which are substantially comparable to those maintained for the benefit of, or offered to, similarly situated employees of Parent, as soon as practicable after the Effective Time, to the Phone Benefit Plansextent permitted by the terms of such Parent benefit plan or any insurance contract or agreement applicable thereto; provided, no event has occurred however, that in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan of the Company ceases to be available or is terminated after the Effective Time. Parent will recognize employment services of each Transitioned Employee with the Company for purposes of eligibility and there exists no condition vesting (but not benefit accrual) under any benefit plan of Parent. Each Transitioned Employee’s years of service with the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or set of circumstances, in connection with which Phone paid to a Transitioned Employee by the Company or any of its subsidiaries would be subject to any liability that individually or Subsidiaries in the aggregate would have a material adverse effect on Phone under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Code or any other applicable law. (ii) Each Phone Benefit Plan has been administered in accordance with its terms, except for any failures so to administer any Phone Benefit Plan that individually or in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operated, and are, in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) calendar year of the Code Effective Time. In addition, Parent will (a) waive all limitations as to preexisting conditions, exclusions, waiting periods and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") service requirements with respect to each such Phone Benefit Plan as participation and coverage requirements applicable to its qualified status Transitioned Employees under the Codeany group health plan sponsored by Parent, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as except to the qualified status of each Phone Benefit Plan. To the knowledge of Phoneextent such preexisting conditions, no fact exclusion, waiting period or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of service requirement had not been satisfied by any such Phone Benefit Plan or Transitioned Employee as of the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is Effective Time under a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne group health plan sponsored by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone Company or any of its subsidiaries Subsidiaries; and (b) provide each Transitioned Employee with credit for any deductible, copayment and out-of-pocket limits applicable to which Phone such employees under any such group medical plan sponsored by the Company or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Phone or any of its subsidiaries pending or, to the knowledge of Phone, threatened which may interfere with the respective business activities of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, Subsidiaries and there is no material charge or complaint against Phone or any of its subsidiaries paid by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting of any benefits under any Phone Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee Transitioned Employee prior to the Closing Date that is not materially in accordance with Effective Time during the written or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect immediately prior to the Closing Date. (viii) Except such as would not have a material adverse effect, there are no material unresolved claims or disputes under the terms of, or in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced with respect to any material claim. (ix) To the knowledge of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) calendar year of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise)Effective Time. (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G of the Code, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, or any successor in interest, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute payments.

Benefit Plans. (ia) With respect From the Effective Time through December 31, 2006, except as set forth below, Parent shall provide or cause the Surviving Corporation to provide to employees of the Phone Benefit Plans, no event has occurred Company and there exists no condition or set of circumstances, in connection with which Phone or any of its Subsidiaries who remain employed by the Surviving Corporation and its subsidiaries would be subject to any liability that individually or compensation and employee benefits that, taken as a whole, are comparable in the aggregate would have a material adverse effect on Phone under to those provided to such employees immediately prior to the Employee Retirement Income Security Act of 1974Effective Time; provided, as amended ("ERISA")however, the Code or any other applicable law. (ii) Each Phone Benefit Plan has been administered in accordance with its termsthat for this purpose, all bonus arrangements and equity compensation arrangements shall be disregarded, except for any failures so to administer any Phone Benefit Plan that individually or as set forth in the aggregate would not have a material adverse effect on PhoneSection 5.10(d). The Phone Benefit Plans have been operated, and are, in compliance with the applicable provisions of ERISA, the Code and all other applicable laws Parent and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance Company agree and acknowledge that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) of the Code and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") with respect to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Phone or any of its subsidiaries pending or, to the knowledge of Phone, threatened which may interfere with the respective business activities of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting of any benefits under any Phone Benefit Plan as a result consummation of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as shall constitute a termination "change of employment). (vii) To the knowledge control" for purposes of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone each applicable Company Benefit Plan has been made and Company Benefit Agreement. Nothing herein shall be construed to employees of Phone prohibit Parent or the Surviving Corporation from amending or terminating any Phone subsidiaries by an authorized Phone employee prior to the Closing Date that is not materially Company Benefit Plan in accordance with the written or otherwise preexisting terms thereof and provisions with applicable law, so long as they comply with the requirements of such Phone this Section 5.10. (b) From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, honor in accordance with their respective terms (as in effect on the date of this Agreement), all the Company Benefit Plans and Company Benefit Agreements disclosed in effect the Company Disclosure Schedule (subject, in each case, to the right of Parent or the Surviving Corporation to amend or terminate any Company Benefit Plan or Company Benefit Agreement in accordance with the terms thereof and with applicable law). For purposes of eligibility and vesting (but not benefit accrual) under the employee benefit plans of Parent and its subsidiaries providing benefits after the Effective Time to any employee of the Company or any Subsidiary immediately prior to the Closing DateEffective Time (all such plans, collectively, the "New Plans"), each such employee shall be credited with all years of service for which such employee was credited before the Effective Time under any comparable Company Benefit Plans, except where such crediting would lead to a duplication of benefits or to the extent such service credit is not provided under a newly adopted plan to similarly situated employees of Parent who were never employees of the Company and its affiliates. In addition and without limiting the generality of the foregoing, Parent shall use its commercially reasonable efforts to (i) cause each employee of the Company or any Subsidiary as of the Effective Time to be immediately eligible to participate, without any waiting period, in any and all New Plans to the extent coverage under any such New Plan replaces coverage under a comparable Company Benefit Plan in which such employee participated immediately prior to the Effective Time (all such plans, collectively, the "Old Plans"), (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any such employee, to cause all pre-existing condition exclusions, limitations and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents (to the extent such exclusions, limitations and actively-at-work requirements were waived or satisfied as of the Effective Time under the corresponding Old Plan) and (iii) cause all deductibles, coinsurance and maximum out-of-pocket expenses incurred by such employee and his or her covered dependents under any Old Plan during the portion of the plan year of such Old Plan ending on the date such employee's participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, co-insurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan. (viiic) Except such Nothing contained herein shall be construed as would not have a material adverse effect, there are no material unresolved claims requiring Parent or disputes under the terms of, or in connection with, Surviving Corporation to continue the employment of any Phone Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced with respect to any material claimspecific person. (ixd) To In the knowledge event that the Closing Date occurs prior to payment of Phoneannual bonuses for the 2005 calendar year, no non-exempt Parent shall cause the Surviving Corporation to continue to maintain and honor the Company's 2005 annual bonus plans set forth in the Company Disclosure Schedule (the "prohibited transaction" 2005 Bonus Plans") for the 2005 calendar year and to pay Company employees the bonus amounts due under such 2005 Bonus Plans pursuant to the objective formulae set forth therein (within including formulae approved thereunder by the meaning Company or the Board of section 4975(c) Directors of the Code) involving any Phone Benefit Plan has occurred that could subject Phone Company, or a committee thereof, prior to any material tax penalty or other cost or liability (by indemnification or otherwisethe date of this Agreement and previously provided to Parent). (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G , based on the performance of the CodeCompany and its operating units, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, or any successor in interest, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute paymentswithout adjusting such total for individual performance unless required by such 2005 Bonus Plan.

Benefit Plans. (a) For one year following the Effective Time, Parent either (i) With respect shall maintain or cause the Surviving Corporation to maintain the Phone Company Benefit PlansPlans (other than plans providing for the issuance of Company Common Stock or based on the value of Company Common Stock) at the benefit levels in effect on the date of this Agreement or (ii) shall provide or cause the Surviving Corporation to provide benefits (other than benefits under plans providing for the issuance of Company Capital Stock or based on the value of Company Capital Stock) to employees of the Company and the Company Subsidiaries that, no event has occurred and there exists no condition or set of circumstancestaken as a whole, in connection with which Phone or any of its subsidiaries would be subject to any liability that individually or are not materially less favorable in the aggregate would have a material adverse effect on Phone under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Code or any other applicable law. (ii) Each Phone Benefit Plan has been administered in accordance with its terms, except for any failures so to administer any Phone Benefit Plan that individually or in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operated, and are, in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) of the Code and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") with respect to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously those provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As such employees as of the date of this Agreement. Nothing herein shall be construed to prohibit Parent or the Surviving Corporation from amending or terminating such Company Benefit Plans in accordance with their terms and with applicable Law, there so long as Parent is no labor dispute, strike or work stoppage against Phone in compliance with the other terms of this Section 6.05(a). (b) The service of each employee of the Company and the Company Subsidiaries prior to the Effective Time shall be treated as service with Parent or any of its subsidiaries pending or, to the knowledge for purposes of Phone, threatened which may interfere with the respective business activities each employee benefit plan of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone Parent or any of its subsidiaries by in which such employee is eligible to participate after the National Labor Relations Board or Effective Time, including for purposes of eligibility, vesting, benefit levels and accruals (but not for purposes of benefit accrual under any comparable governmental agency pending or threatened defined benefit pension plans); provided, however, that such service shall not be recognized to the extent that such recognition would result in writingany duplication of benefits. (vic) No employee of Phone Parent shall waive, or cause to be waived, any pre-existing condition limitation under any welfare benefit plan maintained by Parent or any Phone subsidiary of its affiliates (other than the Company and Company Subsidiaries) in which employees of the Company and the Company Subsidiaries (and their eligible dependents) will be entitled eligible to any material paymentparticipate from and after the Effective Time, additional benefits or any acceleration of except to the time of payment or vesting of any benefits extent that such pre-existing condition limitation would have been applicable under any Phone the comparable Company Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior to the Closing Date that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect immediately prior to the Closing DateEffective Time. Parent shall recognize, or cause to be recognized, the dollar amount of all expenses incurred by each employee of the Company and the Company Subsidiaries (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. (viiid) Except such as would The provisions of this Section 6.05 are not have a material adverse effect, there are no material unresolved claims or disputes under the terms of, or in connection with, intended to confer upon any Phone Benefit Plan (person other than routine undisputed claims for benefits), and no action, legal the parties any rights or otherwise, has been commenced with respect to any material claimremedies. (ix) To the knowledge of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise). (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G of the Code, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, or any successor in interest, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute payments.

Benefit Plans. (ia) With respect Parent shall cause the Surviving Corporation to maintain for a period of one year after the Phone Effective Time the Company Benefit Plans, no event has occurred Plans as in effect on the date of this Agreement as set forth on the Company Disclosure Letter (other than the Company Stock Plan and there exists no condition any other Company Benefit Plan that provides benefits based on the value of Company Common Stock) or set to provide benefits (excluding benefits attributable to equity-based plans or grants) to each current employee of circumstances, in connection with which Phone or any of its subsidiaries would be subject to any liability the Company and the Company Subsidiaries that individually or are at least as favorable in the aggregate would have a material adverse to such employees as those in effect on Phone under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Code or any other applicable law. (ii) Each Phone Benefit Plan has been administered in accordance with its terms, except for any failures so to administer any Phone Benefit Plan that individually or in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operated, and are, in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) of the Code and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") with respect to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of the date of this Agreement. (b) From and after the Effective Time, there is no labor disputeParent shall, strike or work stoppage against Phone or any of its subsidiaries pending or, and shall cause the Surviving Corporation to the knowledge of Phone, threatened which may interfere honor in accordance with the their respective business activities of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or terms (as in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement), all the Company’s employment, severance and termination agreements, plans and policies disclosed in the Company Disclosure Letter. (c) With respect to any employee benefit plan, program or arrangement maintained by Parent or any Parent Subsidiary (including any severance plan), for all purposes of determining eligibility to participate and vesting but not for purposes of benefit accrual, service with the Company or any Company Subsidiary shall be treated as service with Parent or any Parent Subsidiary; provided, however, that such service need not be recognized to the knowledge extent that such recognition would result in any duplication of Phonebenefits. (d) Parent shall waive, none of Phoneor cause to be waived, any of its subsidiaries or pre-existing condition limitation under any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone welfare benefit plan maintained by Parent or any of its subsidiaries, affiliates (other than the Company) in which employees of the Company and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. Company Subsidiaries (viand their eligible dependents) No employee of Phone or any Phone subsidiary will be entitled eligible to any material paymentparticipate from and after the Effective Time, additional benefits or any acceleration of the time of payment or vesting of any benefits under any Phone Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior except to the Closing Date extent that is not materially in accordance with such pre-existing condition limitation would have been applicable under the written or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect comparable Company welfare benefit plan immediately prior to the Closing Date. Effective Time. Parent shall recognize, or cause to be recognized, the dollar amount of all expenses incurred by each Company employee (viiiand his or her eligible dependents) Except during the calendar year in which the Effective Time occurs for purposes of satisfying such as would not have a material adverse effect, there are no material unresolved claims or disputes year’s deductible and co-payment limitations under the terms of, or relevant welfare benefit plans in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefits), which they will be eligible to participate from and no action, legal or otherwise, has been commenced with respect to any material claimafter the Effective Time. (ix) To the knowledge of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise). (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G of the Code, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, or any successor in interest, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute payments.

Benefit Plans. (ia) With respect to the Phone Benefit Plans, no event has occurred and there exists no condition or set of circumstances, in connection with which Phone or any of its subsidiaries would be subject to any liability that individually or in the aggregate would have a material adverse effect on Phone under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Code or any other applicable law. (ii) Each Phone Benefit Plan has been administered in accordance with its terms, except for any failures so to administer any Phone Benefit Plan that individually or in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operated, and are, in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) of the Code and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") with respect to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of From the date of this AgreementAgreement through the Closing Date, there is no labor disputein order to afford Buyer the opportunity to determine, strike or work stoppage against Phone or any in its sole discretion, what employee benefits it will provide to the employees of the Operating Company and Stellar Propane after the Closing Date, and under what plans such employee benefits will be provided, subject to applicable privacy and other Laws, the Sellers will (and will cause the Operating Company and Stellar Propane to) use commercially reasonable efforts to afford to Buyer and its subsidiaries pending orRepresentatives full and free access in a reasonable manner, upon reasonable notice and at reasonable times, to each of the knowledge of PhoneSellers’, threatened which may interfere the Operating Company’s and Stellar Propane’s Benefit Plan documents, including access to all files, records, reports and other data and information relating thereto, and all personnel involved with the respective business activities administration of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or in the aggregate would not have Benefit Plans. The Sellers will also make available to Buyer a material adverse effect on Phone. As copy of the date of this Agreementdocuments and instruments governing each Benefit Plan (including, to where applicable, the knowledge of Phoneplan document, none of Phonesummary plan description or other summary, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiariesmost recent actuarial report, and there is no material charge trust or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting of any benefits under any Phone Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employmentfunding arrangement). (viib) To If and to the knowledge extent requested by Buyer, the Sellers and their Affiliates will amend or terminate any Benefit Plan; provided, however, any such amendment or termination will comply with all applicable Laws and will not be required if otherwise prohibited by the terms of Phone, no material oral the Collective Bargaining Agreements. Any such amendment or written representation termination may be made conditional upon the Closing provided that such amendment or commitment with respect termination becomes effective immediately prior to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee the Closing. (c) Buyer will notify the Sellers at least five days prior to the Closing Date as to (i) whether Buyer desires the Sellers to assign and transfer to Buyer (or cause the Operating Company and Stellar Propane to assign and transfer to Buyer) any of the Sellers’, the Operating Company’s or Stellar Propane’s health or other benefit plan policies of insurance and (ii) whether (A) it will continue to sponsor the Operating Company’s 401(k) profit sharing plan either as a merged plan with Buyer’s existing 401(k) profit sharing plan or as a separate plan or (B) it desires that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect immediately Operating Company’s 401(k) profit sharing plan be terminated prior to the Closing DateClosing. (viiid) Except such as would not have a material adverse effectFor purposes of determining (i) eligibility to participate in or vesting under Buyer’s applicable 401(k) profit sharing plan, there (ii) eligibility to participate in applicable health plans and (iii) eligibility to participate in applicable disability plans, individuals who are no material unresolved claims or disputes under the terms of, or in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced with respect to any material claim. (ix) To the knowledge of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) employees of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty Operating Company or other cost Stellar Propane on the Closing Date or liability (by indemnification who are hired within 15 days after the Closing Date will be given credit for all service as an employee of either the Operating Company or otherwise)Stellar Propane. (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G of the Code, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, or any successor in interest, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute payments.

Benefit Plans. (a) Effective as of the Closing Date, and in the discretion of Parent, each full-time Employee shall either continue under the Company Benefit Plans or become eligible for and entitled to participate in Parent’s benefit plans on the same terms and subject to the same conditions as all other similarly-situated employees of Parent and its subsidiaries. To the extent Employees participate in any Parent benefit plans, Employees shall be given credit for amounts paid under a corresponding Benefit Plan during the plan year in which the Closing occurs for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of such Parent benefit plan for the plan year in which the Closing occurs. The Company shall cause its health insurance providers, to the extent permitted under Applicable Law, (i) With respect to provide to Parent a schedule of de-identified information regarding the Phone Benefit Plans, no event has occurred and there exists no condition or set claims experience of circumstances, in connection with which Phone or any of its subsidiaries would be subject to any liability that individually or in the aggregate would have a material adverse effect on Phone insured persons under the Employee Retirement Income Security Act of 1974applicable Benefit Plans for the past three years, as amended ("ERISA"), the Code or any other applicable law. and (ii) Each Phone Benefit Plan has been to provide Parent with de-identified information as to any significant pre-existing conditions of any insured persons that are not reflected in such schedule. Parent shall use its commercially reasonable efforts to cause any pre-existing condition limitations (as administered in accordance with Applicable Law) under Parent’s medical benefit plans to be waived to the extent such conditions have been waived under the Company’s health insurance plans. For purposes of determining eligibility to participate in and, where applicable, vesting under Parent’s applicable retirement savings plan and employee stock purchase plan, Parent’s short-term disability plans and vacation policy, each Employee shall receive past service credit for his or her prior employment with the Company or Company Subsidiary as if such Employee had then been employed by Parent. Parent reserves the right to change or terminate its termsemployee benefit plans at any time. (b) Any Employee who has or is party to any employment agreement, except severance agreement, change in control agreement or any other agreement or arrangement that provides for any failures so payment that may be triggered by the Merger or the Bank Merger (any such payment, a “Transaction Payment”) will receive the Transaction Payment to administer any Phone Benefit Plan the extent it is required to be paid under such agreement, provided that, on or before the Closing, the Company will take all steps necessary to ensure that in the event that the amounts of the Transaction Payment, either individually or in the aggregate would not have conjunction with a material adverse effect on Phone. The Phone Benefit Plans have been operatedpayment or benefit under any other plan, and are, in compliance with the applicable provisions agreement or arrangement that is aggregated for purposes of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or Section 280G (in the aggregate aggregate, “Total Payments”), would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) of the Code and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") with respect to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" constitute an “excess parachute payment” within the meaning of Section 3(37) 280G of ERISAthe Code that is subject to the Tax imposed by Section 4999 of such Code, then the amounts of the Transaction Payment shall be reduced such that the value of the Total Payments that each counterparty is entitled to receive shall be $1.00 less than the maximum amount which the counterparty may receive without becoming subject to the excise tax or resulting in a disallowance of a deduction of the payment of such amount under Section 280G of the Code. (ivc) No Phone Benefit Plan provides medical benefits The Company shall take (whether or not insuredcause to be taken), with respect all actions necessary or appropriate to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefitsterminate, the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As effective as of the date of this Agreement, there is no labor dispute, strike or work stoppage against Phone or any of its subsidiaries pending or, to day immediately preceding the knowledge of Phone, threatened which may interfere with the respective business activities of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiariesClosing Date, and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting of any benefits under any Phone Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior subject to the Closing Date that is not materially in accordance with occurring, the written or otherwise preexisting terms and provisions of such Phone Company Benefit Plans in effect immediately set forth on Schedule 5.1(c). The Company shall deliver to Parent, at least five Business Days prior to the Closing Date. (viii) Except such as would not have a material adverse effect, there are no material unresolved claims or disputes under evidence that the terms ofCompany Board has taken, or in connection withwill take prior to the Closing Date, any Phone the necessary corporate action to terminate such Company Benefit Plan Plans (other the form and substance of which resolutions shall be subject to review and approval of Parent, which approval shall not be unreasonably withheld), effective no later than routine undisputed claims for benefitsthe date required by this Section 5.1(c), and no action, legal or otherwise, has been commenced where necessary such termination action shall provide for settlement and distribution of benefits in accordance with respect to any material claim. (ix) To the knowledge provisions of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwiseTreasury regulation Section 1.409A-3(j)(4)(ix)(B). (xd) Neither Phone nor Following the Effective Time, Parent or the applicable subsidiary of Parent shall cause the Employees to be covered by a severance policy under which any Phone subsidiary is obligated Employees who incur a qualifying involuntary termination of employment within twelve months after the Closing Date will be eligible to make any parachute payments as receive severance pay in accordance with the severance pay schedule set forth on Schedule 5.1(d), subject to the receipt of such term is defined in section 280G severance to be conditioned on the Employee’s execution of a release of claims. In connection with the Codeforegoing, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, the Employees shall receive service credit for years of continuous service with the Company or any successor Company Subsidiary for purposes of determining the amount of any severance pay under such policy. Notwithstanding the foregoing, no Employee eligible to receive severance benefits under an employment or other agreement shall be entitled to participate in interest, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person severance policy described in respect to excess parachute paymentsthis Section 5.1(d).

Benefit Plans. (a) Parent shall from and after the Effective Time, assume and comply with the Benefit Plans and Parent agrees to honor and perform the Company’s and its subsidiaries’ obligations under such plans and agreements in accordance with their terms. Parent shall provide the employees of the Company and its subsidiaries with (1) compensation opportunities and pension and welfare benefits that are no less favorable in the aggregate than those provided by the Company and its subsidiaries on the date hereof, provided that for this purpose benefits under employee benefit plans of Parent applicable to similarly situated employees of Parent (excluding (x) any such plans that are frozen to new participants and (y) any grandfathered benefits provided under such plans) shall be deemed to be no less favorable in the aggregate than those provided by the Company and its subsidiaries on the date hereof and (2) until the first anniversary of the Effective Time, severance benefits that are equal to the severance benefits provided to employees of the Company and its subsidiaries under the severance policy as disclosed in Section 5.11(a) of the Company’s Disclosure Schedule, and with respect to non-employee directors of the Company, equal to the severance benefits under the Company’s Non-Employee Director’s Severance Plan dated as of February 19, 2007. Any such severance benefits shall be subject to the employee’s execution and non-revocation of Parent’s customary severance agreement, and such benefits shall, in any event, be provided pursuant to the procedures and administrative terms and conditions of the M&T Bank Corporation Employee Severance Pay Plan. For purposes of clarity, severance benefits shall be provided under either clause (x) or (y) and there shall not be any combination of benefits under such plans. In addition Parent shall (i) With respect to provide employees of the Phone Benefit Plans, no event has occurred Company and there exists no condition or set its subsidiaries credit for all years of circumstances, in connection service with which Phone the Company or any of its subsidiaries and their predecessors prior to the Effective Time for the purpose of eligibility, vesting and benefit accruals (other than benefit accruals under a defined benefit pension plan and as would be subject to any liability that individually or result in the aggregate would have a material adverse effect on Phone under the Employee Retirement Income Security Act duplication of 1974, as amended ("ERISA"benefits), (ii) cause any and all pre-existing condition limitations (to the Code extent such limitations did not apply to a pre-existing condition under comparable Benefit Plans) and eligibility waiting periods under group health plans of Parent to be waived with respect to employees of the Company and its subsidiaries who remain as employees of Parent or its subsidiaries (and their eligible dependents) and (iii) cause to be credited any other applicable lawdeductibles or out-of-pocket expenses incurred by employees of the Company and its subsidiaries and their beneficiaries and dependents during the portion of the calendar year prior to their participation in Parent’s health plans with the objective that there be no double counting during the year in which the Closing Date occurs of such deductibles or out-of-pocket expenses. Parent and the Company agree to honor, or to cause to be honored, in accordance with their terms, all vested or accrued benefit obligations to, and contractual rights of, current and former employees of the Company and its subsidiaries. (iib) Each Phone Benefit Plan has been administered The Company and the Parent acknowledge that there shall be a “change in accordance with its terms, except for any failures so to administer any Phone Benefit Plan that individually or in control” of the aggregate would not have a material adverse effect on Phone. The Phone Company at the Effective Time under the Company Stock Plans and the Benefit Plans have been operated, and are, in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect specifically identified on Phone. Each Phone Benefit Plan intended to qualify under section 401(aSection 5.11(b) of the Code and each trust intended to qualify under section 501(a) Company’s Disclosure Schedule. The board of directors and/or the compensation committee of the Code has either received a favorable determinationCompany, opinion or advisory letter from the Internal Revenue Service (the "IRS") with respect to each such Phone Benefit Plan as to its qualified status under the Codeapplicable, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments will take all action necessary to obtain ensure that a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As “change in control” of the date of this Agreement, there is no labor dispute, strike or work stoppage against Phone or any of its subsidiaries pending or, to the knowledge of Phone, threatened which may interfere with the respective business activities of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or in the aggregate would Company does not have a material adverse effect on Phone. As of the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice occur in connection with the operation of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting of any benefits under any Phone Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or in conjunction with prior to the Effective Time under any other event such as a termination of employment)the Company Stock Plans and the Benefit Plans identified on Section 5.11(b) of the Company’s Disclosure Schedule. (viic) To This Section 5.11 shall inure exclusively to the knowledge benefit of Phoneand be binding upon the parties hereto and their respective successors, no material oral assigns, executors and legal representatives. Without limiting the generality of Section 8.13, nothing in this Section 5.11, express or written representation implied: (i) is intended to confer on any person other than the parties to this Plan or commitment with respect their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Plan; (ii) shall require the Parent to maintain any specific Benefit Plan or to guarantee employment of any employee for any period of time after the Effective Time; and (iii) shall constitute an amendment to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior to the Closing Date that is not materially in accordance with the written Parent compensation or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect immediately prior to the Closing Datebenefit plan or arrangement. (viii) Except such as would not have a material adverse effect, there are no material unresolved claims or disputes under the terms of, or in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced with respect to any material claim. (ix) To the knowledge of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise). (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G of the Code, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, or any successor in interest, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute payments.

Benefit Plans. (a) For a period of one year after the Effective Time, Parent shall (i) With respect to provide employees of the Phone Benefit Plans, no event has occurred Company and there exists no condition or set of circumstances, the Company Subsidiaries who continue in connection employment with which Phone or any of the Surviving Company and its subsidiaries would be subject to any liability that individually or in (the aggregate would have a material adverse effect on Phone under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Code or any other applicable law. (ii“Continuing Employees”) Each Phone Benefit Plan has been administered in accordance with its terms, except for any failures so to administer any Phone Benefit Plan that individually or in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operated, and are, in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually same base salary or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) of the Code and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") with respect to each such Phone Benefit Plan base wages as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Phone or any of its subsidiaries pending or, to the knowledge of Phone, threatened which may interfere with the respective business activities of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting of any benefits under any Phone Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior to the Closing Date that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect immediately prior to the Closing DateEffective Time, or such lower amount as may be agreed to by the Continuing Employee, (ii) either (A) maintain or cause the Surviving Company (or in the case of a transfer of all or substantially all the assets and business of the Surviving Company, its successors and assigns) to maintain the Company Benefit Plans (other than plans providing for the issuance of Company Capital Stock or based on the value of Company Capital Stock) at the benefit levels in effect on the date of this Agreement or (B) provide or cause the Surviving Company (or, in such case, its successors or assigns) to provide benefits to the Continuing Employees that, taken as a whole, are substantially equivalent to those provided to similarly situated employees of Parent and the Parent Subsidiaries, (iii) make available plans providing for the issuance of Parent Capital Stock to the Continuing Employees that are substantially equivalent to those provided to similarly situated employees of Parent and the Parent Subsidiaries and (iv) provide annual bonus opportunities to the Continuing Employees that are substantially equivalent to those provided to similarly situated employees of Parent and the Parent Subsidiaries. (viiib) Except From and after the Effective Time, Parent shall, and shall cause the Surviving Company to honor in accordance with their respective terms (as in effect on the date of this Agreement), all the Company’s employment, severance and termination agreements, plans and policies set forth in Section 6.05(b) of the Company Disclosure Letter. (c) With respect to any plan, program, agreement or arrangement of Parent or any Parent Subsidiary that provides compensation or employee benefits to any Continuing Employee following the Effective Time (including any severance plan), service of the Continuing Employees with the Company or any Company Subsidiary shall be treated as service with Parent or the Parent Subsidiaries for determining eligibility to participate and vesting; provided, however, that (i) such as service shall also be taken into account for purposes of determining levels of benefits under any severance, paid time off and sick leave plan or program, and (ii) such service need not be recognized to the extent that such recognition would not have a material adverse effect, there are no material unresolved claims or disputes under the terms ofresult in any duplication of benefits. (d) Parent shall waive, or in connection withcause to be waived, any Phone Benefit Plan pre-existing condition limitation under any welfare benefit plan maintained by Parent or any of its Affiliates (other than routine undisputed claims the Company) in which the Continuing Employees and their eligible dependents) commence to participate after the Effective Time, except to the extent that such pre-existing condition limitation would have been applicable under the comparable Company welfare benefit plan immediately prior to such commencement of participation. Parent shall recognize, or cause to be recognized, the dollar amount of all expenses incurred by each Continuing Employee (and his or her eligible dependents) during the plan year in which such commencement of participation occurs for benefits), purposes of satisfying such year’s deductible and no action, legal or otherwise, has been commenced with respect to any material claimco-payment limitations under the relevant welfare benefit plans in which they participate after the Effective Time. (ixe) To Subject to the knowledge foregoing provisions of Phonethis Section 6.05, nothing in this Agreement shall be interpreted as limiting the power of Parent or the Surviving Company to amend or terminate any specific Company Benefit Plan or Company Stock Plan or any other individual employee benefit plan, program, Contract or policy. Nothing in this Agreement shall be interpreted as an amendment or other modification of any Company Benefit Plan or any benefit plan of Parent or any other employee benefit plan, program or arrangement or the establishment of any employee benefit plan, program or arrangement. Nothing herein shall be deemed to be a guarantee of employment for any Continuing Employee, or to restrict the right of the Surviving Company, Parent or any of their respective subsidiaries to terminate or cause to be terminated the employment of any Continuing Employee at any time for any or no non-exempt "prohibited transaction" reason with or without notice. Parent and the Company acknowledge and agree that all provisions contained in this Section 6.05 are included for the sole benefit of Parent, Merger Sub, Merger LLC, the Company, the Surviving Company and their respective subsidiaries, and that nothing in this Section 6.05, whether express or implied, shall create any third party beneficiary or other rights (within the meaning of section 4975(cA) in any other Person, including any employees, former employees, any participant in any employee benefit plan, program or arrangement (or any dependent or beneficiary thereof) of Parent, the CodeCompany or the Surviving Company or any of their respective subsidiaries or (B) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise). (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G of continued employment with Parent, the CodeCompany, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate itthe Surviving Company, or any successor of their respective subsidiaries or continued participation in interestany employee benefit plan, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement program or gross-up payments to any person in respect to excess parachute paymentsarrangement.

Benefit Plans. (a) For one year following the Effective Time, Parent either (i) With respect shall maintain or cause the Surviving Corporation to maintain the Phone Company Benefit PlansPlans (other than plans providing for the issuance of Company Common Stock or based on the value of Company Common Stock) at the benefit levels in effect on the date of this Agreement or (ii) shall provide or cause the Surviving Corporation to provide benefits (other than benefits under plans providing for the issuance of Company Capital Stock or based on the value of Company Capital Stock) to employees of the Company and the Company Subsidiaries that, no event has occurred and there exists no condition or set of circumstancestaken as a whole, in connection with which Phone or any of its subsidiaries would be subject to any liability that individually or are not materially less favorable in the aggregate would have a material adverse effect on Phone under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Code or any other applicable law. (ii) Each Phone Benefit Plan has been administered in accordance with its terms, except for any failures so to administer any Phone Benefit Plan that individually or in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operated, and are, in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) of the Code and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") with respect to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously those provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As such employees as of the date of this Agreement. Nothing herein shall be construed to prohibit Parent or the Surviving Corporation from amending or terminating such Company Benefit Plans in accordance with their terms and with applicable Law, there so long as Parent is no labor dispute, strike or work stoppage against Phone in compliance with the other terms of this Section 6.05(a). (b) The service of each employee of the Company and the Company Subsidiaries prior to the Effective Time shall be treated as service with Parent or any of its subsidiaries pending or, to the knowledge for purposes of Phone, threatened which may interfere with the respective business activities each employee benefit plan of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone Parent or any of its subsidiaries by in which such employee is eligible to participate after the National Labor Relations Board or Effective Time, including for purposes of eligibility, vesting, benefit levels and accruals (but not for purposes of benefit accrual under any comparable governmental agency pending or threatened defined benefit pension plans); provided, however, that such service shall not be recognized to the extent that such recognition would result in writingany duplication of benefits. (vic) No employee of Phone Parent shall waive, or cause to be waived, any pre-existing condition limitation under any welfare benefit plan maintained by Parent or any Phone subsidiary of its affiliates (other than the Company and Company Subsidiaries) in which employees of the Company and the Company Subsidiaries (and their eligible dependents) will be entitled eligible to any material paymentparticipate from and after the Effective Time, additional benefits or any acceleration of except to the time of payment or vesting of any benefits extent that such pre-existing condition limitation would have been applicable under any Phone the comparable Company Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior to the Closing Date that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect immediately prior to the Closing DateEffective Time. Parent shall recognize, or cause to be recognized, the dollar amount of all expenses incurred by each employee of the Company and the Company Subsidiaries (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. (viiid) Except such as would The provisions of this Section 6.05 are not have a material adverse effect, there are no material unresolved claims or disputes under the terms of, or in connection with, intended to confer upon any Phone Benefit Plan (person other than routine undisputed claims for benefits), and no action, legal the parties any rights or otherwise, has been commenced with respect to any material claimremedies. (ix) To the knowledge of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise). (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G of the Code, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, or any successor in interest, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute payments.

Benefit Plans. (ia) With respect to From and after the Phone Benefit PlansEffective Time, no event has occurred and there exists no condition or set Parent agrees that any former employees of circumstances, in connection with which Phone the Company or any of its subsidiaries would Subsidiaries who continue employment with Parent or its Subsidiaries (such employees “Continuing Employees”) will be subject eligible to any liability that individually or participate in the aggregate would have employee benefit plans of Parent (including any severance plan maintained by Parent) on substantially the same terms and conditions of similarly situated employees of Parent. Parent will cause such employee benefit plans to take into account for purposes of eligibility and vesting thereunder service by such Continuing Employees as if such service were with Parent, to the same extent that such service was credited under a material adverse effect on Phone under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Code or any other applicable law. (ii) Each Phone Benefit Plan has been administered in accordance with its terms, except for any failures so to administer any Phone Benefit Plan that individually or in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operated, and are, in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) comparable plan of the Code and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") with respect to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone Company or any of its subsidiaries Subsidiaries (except to which Phone the extent it would result in a duplication of benefits). Nothing herein shall limit the ability of Parent to (i) amend or terminate any of the Benefit Plans in accordance with their terms at any time or (ii) to retain or terminate the employment of any particular Employee. (b) If any of the Continuing Employees of the Company or any of its subsidiaries is Subsidiaries become eligible to participate in a party. No collective bargaining agreement is being negotiated medical, dental or renegotiated by Phone health plan of Parent, Parent shall use commercially reasonable efforts to cause, to the extent practicable, each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, dental or health plans of the Company or any of its subsidiaries. As Subsidiaries, (ii) honor -52- under such plans any deductible, co-payment and out-of-pocket expenses incurred by such Continuing Employees and their beneficiaries during the portion of the date calendar year prior to such participation and (iii) waive any waiting period limitation or evidence of this Agreement, there is no labor dispute, strike insurability requirement which would otherwise be applicable to such employee on or work stoppage against Phone or any of its subsidiaries pending or, after the Effective Time to the knowledge of Phone, threatened which may interfere with the respective business activities of Phone extent such employee had satisfied any similar limitation or any of its subsidiaries, except where such dispute, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement, requirement under an analogous plan prior to the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writingEffective Time. (vic) No employee Effective as of Phone or any Phone subsidiary will be entitled no later than the day immediately preceding the Effective Time, the Company shall provide Parent with evidence that the Bank of Alameda 401(k) Profit Sharing Plan is in the process of being terminated pursuant to any material payment, additional benefits or any acceleration resolutions of the time Company Board that are effective as of payment or vesting no later than the day immediately preceding the Effective Time, provided, however, that the effectiveness of such termination may be conditioned on the consummation of the Merger. The form and substance of such resolutions shall be subject to the review and reasonable and timely approval of Parent. The Company also shall take such other actions in furtherance of terminating the Bank of Alameda 401(k) Profit Sharing Plan as Parent may reasonably require, provided, however, that the effectiveness of any benefits under any Phone Benefit Plan as a result such actions may be conditioned on the consummation of the transactions contemplated by this Agreement Merger. Parent shall, and shall cause its Affiliates to, designate a tax-qualified defined contribution plan of Parent or one of its Affiliates (either alone or in conjunction with any other event such as a termination of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior to the Closing Date that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect immediately prior to the Closing Date. (viii) Except such as would not have a material adverse effect, there are no material unresolved claims or disputes under the terms of, or in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefitsplan(s), and no action, legal or otherwise, has been commenced with respect to any material claim. the “Parent 401(k) Savings Plan”) that either (ixi) To currently provides for the knowledge receipt from Continuing Employees of Phone, no non-exempt "prohibited transaction" “eligible rollover distributions” (within the meaning of section 4975(c) of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise). (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined under Section 402 of the Code) or (ii) shall be amended as soon as practicable following the Effective Date to provide for the receipt from the Continuing Employees of eligible rollover distributions. Each Eligible Employee who is a participant in section 280G the Parent 401(k) Savings Plan shall be given the opportunity to receive a distribution of his or her account balance and shall be given the opportunity to elect to “roll over” such account balance to the Parent 401(k) Savings Plan, subject to and in accordance with the provisions of such plan(s) and applicable law. The Company shall cooperate with Parent to terminate on terms mutually agreeable to the parties hereto and, if consent of participants is required by the applicable agreement or plan document or, in the reasonable judgment of the administrator of such Company program, by applicable Law, the participants in any salary continuation agreements, supplemental executive retirement plans, executive bonus agreements and any other non-qualified deferred compensation plan (collectively “Deferred Compensation Programs”), all Deferred Compensation Programs, whether or not subject to Section 409A of the Code, subject to the prior satisfaction or waiver of all the Company’s conditions set forth in Article VII of this Agreement, on or prior to the Effective Time, including the termination or transfer of any insurance policy obtained in connection therewith and neither is a party shall, at the request of the Parent, cooperate with Parent in seeking from such participants their approval of amendments to any agreement that under certain circumstances is reasonably likely such Deferred Compensation Program to obligate itallow for lump sum payments, or in lieu of any successor in interest, to make any parachute continued payments that will may be required thereunder, on terms agreed upon by the parties and such participants. (d) Immediately prior to the Effective Time, Company shall make or caused to be made a severance payment to each Employee who is identified by Parent as not be deductible under section 280G being a Continuing Employee. The amount of the Codeseverance payment to a non-continuing Employee shall be equal to two weeks of his or her current salary for each full year of service worked by such Employee for Company or Company Bank with a minimum of four weeks of salary. Neither Phone nor No Employee receiving any Phone subsidiary is obligated to make reimbursement or gross-up payments under a Change in Control Agreement shall be entitled to any person in respect to excess parachute paymentspayment under this Section 6.10(d).

Benefit Plans. (ia) With respect From the Effective Time through the first anniversary thereof (the “Continuation Period”), Parent shall provide, or cause to be provided to each employee of the Phone Benefit Plans, no event has occurred and there exists no condition or set of circumstances, in connection with which Phone Company or any of its subsidiaries Subsidiaries as of immediately prior to the Effective Time (such employees “Continuing Employees”) who continues employment with Parent or any of its Subsidiaries following the Effective Time: (i) base salary and incentive compensation opportunities that are no less favorable, in the aggregate, than the base salary and incentive compensation opportunities provided to such Continuing Employee immediately prior to the Effective Time; (ii) employee benefits (other than severance benefits) that are no less favorable, in the aggregate, than the employee benefits provided to similarly situated employees of Parent; and (iii) other than with respect to the employees of the Company set forth on Section 5.12 of the Company Disclosure Schedule, severance payments and benefits that are at a level at least equal to the greater of those to which a Continuing Employee would be subject entitled (taking into account the service crediting provisions of the following sentence and without regard to any liability that individually or reduction after the Effective Time in the aggregate would have a material adverse effect on Phone compensation paid to such Continuing Employee) under the severance plan or policy of the Company or its Subsidiaries applicable to such Continuing Employee Retirement Income Security Act immediately prior to the Effective Time, or under the severance plan or policy of 1974Parent or its Subsidiaries applicable to similarly situated employees of Parent and its Subsidiaries at the time of termination, as amended ("ERISA")if such Continuing Employee experiences, at any time during the Continuation Period, a termination of employment under circumstances that would entitle such Continuing Employee to severance payments and benefits under such severance plan or policy. Parent will cause each of its employee benefit and compensation plans to take into account, for purposes of eligibility, vesting, levels of benefits and benefit accrual thereunder, the Code service of the Continuing Employees with the Company and its Subsidiaries (including without limitation any predecessor entities) as if such service were with Parent, to the same extent that such service was credited under a comparable plan of the Company or any of its Subsidiaries (except to the extent it would result in a duplication of benefits for the same period of service and other applicable lawthan for benefit accrual purposes under any defined benefit pension plan of Parent or its Subsidiaries). (iib) Each Phone Benefit Plan has been administered in accordance with its termsFrom and after the Effective Time, except for any failures so to administer any Phone Benefit Plan that individually or in without limiting the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operated, and are, in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) generality of the Code and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") with respect to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements last sentence in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured5.12(a), with respect to current each Continuing Employee (and their beneficiaries) Parent shall cause each disability medical, dental or former employees after retirement health plan of Parent or other termination its Subsidiaries in which each such Continuing Employee becomes eligible to participate to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable disability medical, dental or health plans of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone Company or any of its subsidiaries to which Phone or Subsidiaries, (ii) honor under such plans any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated deductible, co-payment and out-of-pocket expenses incurred by Phone or any of its subsidiaries. As such Continuing Employees and their beneficiaries during the portion of the date calendar year prior to commencement of this Agreementparticipation in such Parent plan and (iii) waive any waiting period limitation, there is no labor dispute, strike evidence of insurability requirement or actively-at-work stoppage against Phone requirement which would otherwise be applicable to such employee and their beneficiaries on or any of its subsidiaries pending or, after the Effective Time to the knowledge of Phone, threatened which may interfere with the respective business activities of Phone extent such employee or beneficiary had satisfied any of its subsidiaries, except where such dispute, strike similar limitation or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement, requirement under an analogous plan prior to the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writingEffective Time. (vic) No employee Effective as of Phone no later than the day immediately preceding the Effective Time, the Company shall provide Parent with a copy of a resolution or any Phone subsidiary will plan amendment evidencing that the Company’s 401(k) Plan is in the process of being terminated effective as of no later than the day immediately preceding the Effective Time; provided, however, that the effectiveness of such termination may be entitled to any material payment, additional benefits or any acceleration conditioned on the consummation of the time Merger. The form and substance of payment such resolutions or vesting plan amendment shall be subject to the review and reasonable and timely approval of Parent. The Company also may take such other actions in furtherance of terminating the Company’s 401(k) Plan as it determined to be reasonably appropriate; provided, however, that the effectiveness of any benefits under any Phone Benefit Plan as a result such actions may be conditioned on the consummation of the transactions contemplated by this Agreement (either alone Merger. Parent shall, and shall cause its Affiliates to, designate a tax-qualified defined contribution plan of Parent or in conjunction with any other event such as a termination one of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect its Affiliates which provides benefits substantially similar to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior to the Closing Date that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect immediately prior to the Closing Date. (viii) Except such as would not have a material adverse effect, there are no material unresolved claims or disputes those provided under the terms of, or in connection with, any Phone Benefit the Company’s 401(k) Plan (other than routine undisputed claims for benefitssuch plan(s), and no action, legal or otherwise, has been commenced with respect to any material claim. the “Parent 401(k) Savings Plan”) that either (ixi) To currently provides for the knowledge receipt from Continuing Employees of Phone, no non-exempt "prohibited transaction" “eligible rollover distributions” (within the meaning of section 4975(c) of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise). (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G under Section 402 of the Code), and neither including loans, or (ii) shall be amended prior to the Effective Time to provide for the receipt from the Continuing Employees of eligible rollover distributions, including loans. Each Continuing Employee who is a party participant in the Company’s 401(k) Plan shall be eligible beginning on the first day of the month following the Closing Date to commence participation in the Parent 401(k) Savings Plan as of the Closing Date and given the opportunity to receive a distribution of his or her account balance under the Company’s 401(k) Plan and shall be given the opportunity to elect to “roll over” such account balance (including any outstanding loan) to the Parent 401(k) Savings Plan. (d) Nothing herein shall (i) be treated as an amendment to any agreement that under certain circumstances is reasonably likely particular Benefit Plan, (ii) limit the ability of Parent to obligate itamend or terminate any of the Benefit Plans in accordance with their terms at any time, (iii) limit the ability of Parent to retain or terminate the employment of any particular Continuing Employee or (iv) create any third-party beneficiary rights in any employee of the Company or any of its Subsidiaries, any beneficiary or dependent thereof, or any successor in interestcollective bargaining representative thereof, with respect to make any parachute payments the compensation, terms and conditions of employment and/or benefits that will not may be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments provided to any person in respect to excess parachute paymentsContinuing Employee by Parent or its Subsidiaries or under any benefit plan which Parent or its Subsidiaries may maintain.

Benefit Plans. (ia) With respect Each Benefit Plan (and each related trust, insurance contract or fund) sponsored, maintained, provided or contributed to by a Combining Company or any ERISA Affiliate of such Combining Company complies in form and in operation with the Phone requirements of applicable Laws including, where applicable, ERISA and the Code, except as would not reasonably be expected to have a Material Adverse Effect. Such Combining Company and its ERISA Affiliates have substantially performed all obligations, whether arising by operation of applicable Laws or by contract, required to be performed by them in connection with such Benefit Plans, and to the Knowledge of such Combining Company, there have been no event has occurred and there exists no condition defaults or set of circumstances, in connection with which Phone or any of its subsidiaries would be subject to any liability that individually or in the aggregate would have a material adverse effect on Phone under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Code or violations by any other applicable law. (ii) party to such Benefit Plans. Each Phone such Benefit Plan has been administered and operated in compliance with its Organizational Documents and applicable Laws. There are no actions, suits or claims pending (other than routine claims for benefits) or, to the Knowledge of such Combining Company, threatened against, or with respect to, any of such Benefit Plans or their assets. All contributions, premiums or payments required to be made with respect to such Benefit Plans (including those required pursuant to the terms of such Benefit Plans and the provisions of applicable Laws) have been timely made, and all contributions, premiums or payments that are not yet due but should be accrued in accordance with GAAP do not exceed in any material respect the reserve for such amounts on such Combining Company’s Financial Statements. No act, omission or transaction has occurred which would result in imposition on such Combining Company or any of its termsERISA Affiliates of: (i) breach of fiduciary duty liability damages under Section 409 of ERISA; (ii) a civil penalty assessed pursuant to Section 502 of ERISA; or (iii) a tax imposed pursuant to Chapter 43 of Subtitle D of the Code. To the Knowledge of such Combining Company, except for there is no matter pending (other than routine qualification determination filings) with respect to any failures so to administer of such Benefit Plans before the Internal Revenue Service, the Department of Labor or any Phone other Governmental Authority. (b) Each such Benefit Plan that individually or in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operated, and are, in compliance with the applicable provisions is intended to be qualified under Section 401(a) of ERISA, the Code and all other applicable laws and has received a favorable determination or opinion letter from the terms of all applicable collective bargaining agreements, except for any failures Internal Revenue Service with respect to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify its qualified status under section Section 401(a) of the Code and each the exempt status of any related trust intended to qualify under section Section 501(a) of the Code or has either received a favorable determination, opinion pending or advisory letter has time remaining in which to file an application for such determination from the Internal Revenue Service (the "IRS") with respect to each such Phone Benefit Plan as to its qualified status under the CodeService, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determinationand, opinion or advisory as to the qualified status Knowledge of each Phone Benefit Plan. To the knowledge of Phonesuch Combining Company, there is no fact or event has occurred since circumstance that exists that could reasonably be expected to give rise to the date revocation of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the such qualified status of any or exempt status. No such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject funded through a trust that is intended to Title IV be exempt from federal income taxation pursuant to Section 501(c)(9) of the Code. Neither such Combining Company nor any of its ERISA Affiliates contributes to or is has any obligation to contribute to, and no such Benefit Plan is, a "multi-employer “multiemployer plan" ” (within the meaning of Section 3(37) of ERISA) or a plan subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code. (ivc) No Phone Benefit Plan provides medical benefits (whether or not insured)Except as set forth in Section 4.14(c) of the Disclosure Letter, with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefitseach such Benefit Plan, neither the full cost of which is borne by execution nor the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of the date delivery of this Agreement, there is no labor dispute, strike or work stoppage against Phone or any of its subsidiaries pending or, to Agreement nor the knowledge of Phone, threatened which may interfere with the respective business activities of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting of any benefits under any Phone Benefit Plan as a result consummation of the transactions contemplated by this Agreement (will, either alone or in conjunction with any other event (whether contingent or otherwise), (i) result in any payment or benefit becoming due or payable, or required to be provided, to any participant, (ii) increase the amount or value of any benefit or compensation otherwise payable or required to be provided to any participant or (iii) result in the acceleration of the time of payment, vesting or funding of any such as a termination of employment)benefit or compensation. (viid) To Except as set forth in Section 4.14(d) of the knowledge Disclosure Letter or for policies generally available to the employees of Phonesuch Combining Company and its Subsidiaries, no material oral none of such Benefit Plans provides for the payment of separation, severance, termination or written representation or commitment with respect similar-type benefits to any aspect Person or provides for or, except to the extent required by Law, promises retiree medical or retiree life insurance benefits to any current or former employee, officer or director of such Combining Company or any Phone of its Subsidiaries. (e) There has been no amendment to, written interpretation of, announcement (whether or not written) by such Combining Company or any ERISA Affiliate thereof relating to, or change in employee participation or coverage under, any such Benefit Plan has been made that, to employees the Knowledge of Phone or any Phone subsidiaries by an authorized Phone employee such Combining Company, would increase materially the expense of maintaining such Benefit Plan above the level of the expense incurred in respect thereto for the most recent fiscal year ended prior to the Closing Date that is not materially date hereof, other than in accordance with the written or otherwise preexisting terms and provisions ordinary course of such Phone Benefit Plans in effect immediately prior to the Closing Datebusiness. (viiif) Except Each such as would not have a material adverse effect, there are no material unresolved claims or disputes under the terms of, or in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefits), and no action, legal is either not a deferred compensation plan subject to the requirements of Section 409A of the Code or otherwise, has been commenced established, maintained and operated in compliance with respect the provisions of Section 409A of the Code. No Person providing services to such Combining Company or any material claimof its Subsidiaries is entitled to a tax gross-up or similar payment for any tax or interest that may be due under Section 409A of the Code. (ixg) To the knowledge of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) of the Code) involving any Phone Each such Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise). (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments an “employee benefit plan,” as such term is defined in section 280G Section 3(3) of ERISA, may be unilaterally amended or terminated in its entirety, in accordance with the terms thereof, without liability except as to benefits accrued thereunder prior to such amendment or termination. (h) No such Benefit Plan that is a Foreign Plan is a defined benefit pension plan or a similar type of accrual-based plan. With respect to each Benefit Plan of such Combining Company or its ERISA Affiliates that is a Foreign Plan, there are no funded benefit obligations for which contributions have not been made or properly accrued and there are no unfunded benefit obligations which have not been accounted for by reserves, or otherwise properly reflected in accordance with GAAP, on the Financial Statements of such Combining Company or its Subsidiaries. Except as set forth in Section 4.14(h) of the CodeDisclosure Letter, the contribution and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, benefit liabilities of such Combining Company or any successor of its Subsidiaries respecting each such Foreign Plan are fully funded based upon applicable accounting, valuation and/or actuarial methodology contained in interestthe most recent accounting, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute paymentsvaluation and/or actuarial report respecting such Foreign Plan.

Benefit Plans. (ia) With From and after the Effective Time, Holding Company shall, and shall cause its Subsidiaries (including CIMA Surviving Corporation and aaiPharma Surviving Corporation), to cause the Benefit Arrangements maintained by each of them after the Effective Time to recognize, at the least, each Continued Employee's years of service and employment and level of seniority with any one of them prior to the Effective Time for purposes of eligibility, vesting, benefit accrual and benefit determination under such Benefit Arrangements (other than benefit accruals under any defined benefit pension plan) maintained by any one of them after the Effective Time to the same extent that such years of service and employment and level of seniority were recognized by the Continued Employee's employer's substantially similar Benefit Arrangement immediately prior to the Effective Time. Moreover, from and after the Effective Time, Holding Company shall, and shall cause its Subsidiaries (including CIMA Surviving Corporation and aaiPharma Surviving Corporation) to, cause each Benefit Plan maintained by any one of them after the Effective Time that a Continued Employee may be eligible to participate in on or after the Effective Time to waive any preexisting condition exclusion with respect to participation and coverage requirements applicable to Continued Employees to the Phone extent that such exclusion did not apply to the Continued Employee prior to the Effective Time under any similar Benefit PlansPlan in which the Continued Employee participated immediately prior to the Effective Time. If after the Effective Time, no event has occurred and there exists no condition or set of circumstances, in connection with which Phone Holding Company or any of its subsidiaries would be subject Subsidiaries (including CIMA Surviving Corporation and aaiPharma Surviving Corporation) provides coverage under a group health plan for Continued Employees (including their eligible dependents) that is different from the group health plan in which the Continued Employees participated immediately prior to the Effective Time, then Holding Company shall cause, or shall cause the plan sponsor to cause, such group health plan to credit such Continued Employees, for the current year, with any liability that individually or in the aggregate would have a material adverse effect on Phone deductibles and co-payments already incurred during such year under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), group health plan in which the Code or any other applicable lawContinued Employees participated immediately prior to the Effective Time. (iib) Each Phone Benefit Plan has been administered From and after the Effective Time, Holding Company shall honor, fulfill and discharge and shall cause CIMA Surviving Corporation and aaiPharma Surviving Corporation to honor, fulfill and discharge, in accordance with its terms, except for each Benefit Arrangement and each employment and termination agreement (i) between aaiPharma or any failures so to administer of its Subsidiaries and any Phone Benefit Plan that individually officer, director or in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operatedemployee of any of them or (ii) between CIMA and any officer, and aredirector or employee of CIMA, in compliance with each case in place immediately prior to the applicable provisions of ERISAEffective Time, the Code including (A) all legal and contractual obligations pursuant to outstanding retirement plans, salary and bonus deferral plans, vested and accrued benefits and similar employment and benefit arrangements and agreements (specifically including all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) of the Code "change in control" provisions under Benefit Arrangements of aaiPharma or CIMA) and each trust intended to qualify under section 501(a(B) all vacation, personal and sick days accrued by Employees as of the Code has either received a favorable determinationEffective Time. At the Effective Time, opinion or advisory letter from Holding Company shall assume the Internal Revenue Service (the "IRS") with respect to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter employment agreement between aaiPharma and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇ ▇. ▇▇▇▇▇▇▇▇ a copy and shall honor, fulfill and discharge all responsibilities, and accede to all rights, of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a partyaaiPharma thereunder. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As From and after the Effective Time, until the second anniversary of the date of this AgreementEffective Time, there is no labor dispute, strike Holding Company and its Subsidiaries shall not adopt or work stoppage against Phone modify any Benefit Arrangement that would create or enhance any of its subsidiaries pending or, to the knowledge of Phone, threatened which may interfere with the respective business activities of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or disparity in the aggregate would not have a material adverse effect compensation and benefits between similarly situated regular, full time employees of CIMA Surviving Corporation and its Subsidiaries on Phonethe one hand and of aaiPharma Surviving Corporation and its Subsidiaries on the other hand, other than to reflect local and competitive employment market conditions. As However, nothing contained in any of the date foregoing provisions of this AgreementSection 6.11(b) or elsewhere in this Agreement shall (x) require Holding Company or its Subsidiaries (including CIMA Surviving Corporation and aaiPharma Surviving Corporation) to continue (A) any particular compensation or benefits or compensation, benefits or employment agreement for any particular period of time beyond that to which it is contractually bound or (B) any Benefit Arrangement for any particular period of time beyond that to which it is contractually or otherwise legally bound or (y) prevent the knowledge amendment, modification or termination of Phoneany such compensation or benefits, none of Phonecompensation, any of its subsidiaries benefits or any of their respective representatives employment agreement or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries Benefit Arrangement except as may be prohibited by the National Labor Relations Board terms thereof or any comparable governmental agency pending or threatened in writingotherwise by law. (vic) No employee of Phone or any Phone subsidiary will be entitled Prior to any material paymentthe Effective Time, additional benefits or any acceleration of CIMA shall take all action necessary to terminate the time of payment or vesting of any benefits under any Phone Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employment)CIMA Stock Purchase Plan. (viid) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior Prior to the Closing Date that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect Effective Time, CIMA shall take all action necessary to cause all CIMA Stock Options outstanding immediately prior to the Closing DateEffective Time to become fully vested and exercisable immediately prior to the Effective Time. (viii) Except such as would not have a material adverse effect, there are no material unresolved claims or disputes under the terms of, or in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced with respect to any material claim. (ix) To the knowledge of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise). (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G of the Code, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, or any successor in interest, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute payments.

Benefit Plans. (ia) With From and after the Effective Time, Cephalon shall, and shall cause its Subsidiaries (including Surviving Corporation), to cause the Benefit Arrangements maintained by any one of them after the Effective Time to recognize, at the least, each Continued Employee's years of service and employment and level of seniority with any one of them prior to the Effective Time for purposes of eligibility, vesting, benefit accrual and benefit determination under such Benefit Arrangements (other than benefit accruals under any defined benefit pension plan) maintained by any one of them after the Effective Time to the same extent that such years of service and employment and level of seniority were recognized by the Continued Employee's employer's substantially similar Benefit Arrangement immediately prior to the Effective Time. Moreover, from and after the Effective Time, Cephalon shall, and shall cause its Subsidiaries (including Surviving Corporation) to, cause each Benefit Plan maintained by any one of them after the Effective Time that a Continued Employee may be eligible to participate in on or after the Effective Time to waive any preexisting condition exclusion with respect to participation and coverage requirements applicable to Continued Employees to the Phone extent that such exclusion did not apply to the Continued Employee prior to the Effective Time under any similar Benefit PlansPlan in which the Continued Employee participated immediately prior to the Effective Time. If after the Effective Time, no event has occurred and there exists no condition or set of circumstances, in connection with which Phone Cephalon or any of its subsidiaries would be subject Subsidiaries (including Surviving Corporation) provides coverage under a group health plan for Continued Employees (including their eligible dependents) that is different from the group health plan in which the Continued Employees participated immediately prior to the Effective Time, then Cephalon shall cause, or shall cause the plan sponsor to cause, such group health plan to credit such Continued Employees, for the current year, with any liability that individually or in the aggregate would have a material adverse effect on Phone deductibles and co-payments already incurred during such year under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), group health plan in which the Code or any other applicable lawContinued Employees participated immediately prior to the Effective Time. (iib) Each Phone Benefit Plan has been administered From and after the Effective Time, Cephalon shall honor, fulfill and discharge and shall cause Surviving Corporation to honor, fulfill and discharge, in accordance with its terms, except for each Benefit Arrangement and each employment and termination agreement between CIMA and any failures so to administer any Phone Benefit Plan that individually officer, director or in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operated, and areemployee of CIMA, in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be each case in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) of the Code and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") with respect to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Phone or any of its subsidiaries pending or, to the knowledge of Phone, threatened which may interfere with the respective business activities of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting of any benefits under any Phone Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior to the Closing Date that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect place immediately prior to the Closing DateEffective Time, including (A) all legal and contractual obligations pursuant to outstanding retirement plans, salary and bonus deferral plans, vested and accrued benefits and similar employment and benefit arrangements and agreements (specifically including all of the "change in control" provisions under Benefit Arrangements of CIMA) and (B) all vacation, personal and sick days accrued by Employees as of the Effective Time. From and after the Effective Time, until the second anniversary of the Effective Time, Cephalon and Surviving Corporation shall not adopt or modify any Benefit Arrangement that would create or enhance any disparity in the aggregate compensation and benefits between similarly situated regular, full time employees of Cephalon on the one hand and of Surviving Corporation on the other hand, other than to reflect local and competitive employment market conditions. However, nothing contained in any of the foregoing provisions of this Section 6.11(b) or elsewhere in this Agreement shall (x) require Cephalon or its Subsidiaries (including Surviving Corporation) to continue (A) any particular compensation or benefits or compensation, benefits or employment agreement for any particular period of time beyond that to which it is contractually bound or (B) any Benefit Arrangement for any particular period of time beyond that to which it is contractually or otherwise legally bound or (y) prevent the amendment, modification or termination of any such compensation or benefits, compensation, benefits or employment agreement or Benefit Arrangement except as may be prohibited by the terms thereof or otherwise by law. (viiic) Except such as would not have a material adverse effectPrior to the Effective Time, there are no material unresolved claims or disputes under CIMA shall take all action necessary to terminate the terms of, or in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced with respect to any material claimCIMA Stock Purchase Plan. (ixd) To Prior to the knowledge of PhoneEffective Time, no non-exempt "prohibited transaction" (within CIMA shall take all action necessary to cause all CIMA Stock Options outstanding immediately prior to the meaning of section 4975(c) of Effective Time to become fully vested and exercisable immediately prior to the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise)Effective Time. (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G of the Code, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, or any successor in interest, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute payments.

Benefit Plans. For the one (i1) With respect year period following the Effective Time and except as set forth in Section 6.04, Purchaser shall cause the Surviving Corporation to maintain the Phone Company Benefit Plans, no event has occurred Plans in effect on the date of this Agreement or to provide benefits to each current employee of the Company and there exists no condition or set of circumstances, in connection with which Phone or any of its subsidiaries would be subject to any liability Subsidiaries that individually or are not less favorable in the aggregate would have a material adverse to such employees than those in effect on Phone under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Code or any other applicable law. (ii) Each Phone Benefit Plan has been administered in accordance with its terms, except for any failures so to administer any Phone Benefit Plan that individually or in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operated, and are, in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) of the Code and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") with respect to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of the date of this Agreement. (a) From and after the Effective Time, there is no labor disputePurchaser shall, strike or work stoppage against Phone or any of its subsidiaries pending or, and shall cause the Surviving Corporation to the knowledge of Phone, threatened which may interfere honor in accordance with the their respective business activities of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or terms (as in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement), all the Company's employment, severance and termination agreements. (b) With respect to any Purchaser Benefit Plan (including any severance plan), for all purposes, including determining eligibility to participate, level of benefits and vesting, service with the knowledge of Phone, none of Phone, any of its subsidiaries Company or any of their respective representatives or employees has committed any material unfair labor practice in connection Company Subsidiary shall be treated as service with the operation of the respective businesses of Phone Purchaser or any of its subsidiariesSubsidiaries; provided, and there is no material charge or complaint against Phone or however, that such service need not be recognized to the extent that such recognition would result in any duplication of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writingbenefits. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting of any benefits under any Phone Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employment). (viic) To the knowledge of Phoneextent permitted by the applicable Purchaser Benefit Plan, no material oral Purchaser shall waive, or written representation or commitment with respect cause to be waived, any aspect of pre-existing condition limitation under any Phone Purchaser Benefit Plan has been made to in which employees of Phone or any Phone subsidiaries by an authorized Phone employee prior the Company and the Company Subsidiaries (and their eligible dependents) will be eligible to participate from and after the Effective Time, except to the Closing Date extent that is not materially in accordance with such pre-existing condition limitation would have been applicable under the written or otherwise preexisting terms and provisions of such Phone comparable Company Benefit Plans in effect Plan immediately prior to the Closing Date. Effective Time. Purchaser shall recognize, or cause to be recognized, the dollar amount of all expenses incurred by each Company employee (viiiand his or her eligible dependents) Except during the calendar year in which the Effective Time occurs for purposes of satisfying such as would not have a material adverse effect, there are no material unresolved claims or disputes year's deductible and co-payment limitations under the terms of, or relevant Purchaser Benefit Plans in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefits), which they will be eligible to participate from and no action, legal or otherwise, has been commenced with respect to any material claimafter the Effective Time. (ix) To the knowledge of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise). (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G of the Code, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, or any successor in interest, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute payments.

Benefit Plans. (ia) With respect From and after the Acceptance Time, Parent shall cause its Subsidiaries (including the Surviving Corporation) to honor all Company Benefit Plans and Company Benefit Agreements, including all employment agreements with executives of the Phone Benefit Plans, no event has occurred and there exists no condition or set of circumstancesCompany, in connection accordance with which Phone their terms as in effect immediately before the Acceptance Time, except as otherwise specifically provided herein. For the period commencing at the Acceptance Time and ending on December 31, 2017 (or, if shorter, during the period of continued employment of the relevant employee), Parent shall cause its Subsidiaries to provide to each individual who is employed by the Company or any of its subsidiaries would be subject to any liability that individually or Subsidiaries immediately before the Acceptance Time who continues employment with Subsidiaries of Parent immediately following the Effective Time (each, a “Company Employee”) (i) base compensation and cash incentive opportunities that, in each case, are substantially comparable in the aggregate would have a material to what was provided to the Company Employee as of immediately prior to the Effective Time and (ii) all other compensation and employee benefits that are substantially comparable in the aggregate to those provided to the Company Employee as of immediately prior to the Acceptance Time (excluding equity-based compensation); provided, that Parent shall cause its Subsidiaries (including the Surviving Corporation) to honor, without any adverse effect on Phone under the Employee Retirement Income Security Act of 1974, as amended ("ERISA")modification, the Code benefits listed on Section 7.05(a) of the Company Disclosure Letter for the period commencing at the Acceptance Time and ending on the date that is one year following the Effective Time (or, if shorter, during the period of continued employment of the relevant employee). This Section 7.05(a) shall not apply to any Company Employee whose terms and conditions of employment are governed by a collective bargaining, works council or any other applicable lawsimilar agreement. (b) Each Company Employee shall be given credit for all service with the Company and its Subsidiaries and their respective predecessors under any employee benefit plan of Parent, the Surviving Corporation, or any of their Subsidiaries, including any such plans providing vacation, sick pay, severance and retirement benefits maintained by Parent or its Subsidiaries in which such Company Employees participate for purposes of eligibility, vesting and entitlement to benefits, including for severance benefits and vacation entitlement (but not for benefit accruals or participation eligibility under any defined benefit pension plan or plan providing post-retirement medical or other similar benefits), to the extent past service was recognized for such Company Employees under the comparable Company Benefit Plans immediately prior to the Acceptance Time. Notwithstanding the foregoing, nothing in this Section 7.05 shall be construed to require crediting of service that would result in (i) duplication of benefits or (ii) Each Phone Benefit Plan has been administered in accordance with its terms, except service credit for benefit accruals under a defined benefit pension plan. (c) In the event of any failures so to administer any Phone Benefit Plan that individually or change in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operatedwelfare benefits provided to Company Employees following the Acceptance Time, and areParent shall, in compliance with or shall cause the applicable provisions of ERISASurviving Corporation to, use commercially reasonable efforts to cause (i) the Code and all other applicable laws and the terms waiver of all applicable collective bargaining agreementslimitations as to pre-existing conditions, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) of the Code exclusions and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") waiting periods with respect to each such Phone Benefit Plan as participation and coverage requirements applicable to its qualified status the Company Employees (and their eligible dependents) under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements any welfare benefit plans in which to apply for such a letter and make any amendments necessary to obtain a favorable determinationCompany Employees participate following the Acceptance Time, opinion or advisory as to the qualified status extent that such conditions, exclusions or waiting periods would not apply in the absence of such change, and (ii) for the plan year in which the Acceptance Time occurs, the crediting of each Phone Benefit Plan. To the knowledge of Phone, no fact Company Employee (or event has occurred since the date of his or her eligible dependents) with any determination opinion or advisory letter from the IRS which is reasonably likely co-payments and deductibles paid prior to affect adversely the qualified status of any such Phone Benefit Plan change in satisfying any applicable deductible or the exempt status of any out-of-pocket requirements after such trustchange. (iiid) No Phone Benefit Plan is subject to Title IV The Parties acknowledge and agree that all provisions contained in this Section 7.05 are included for the sole benefit of ERISA the Parties, and that nothing in this Agreement, whether express or is a "multi-employer plan" within the meaning of Section 3(37implied, (i) of ERISA. shall create any third party beneficiary or other rights (ivA) No Phone Benefit Plan provides medical benefits (whether or not insured)in any other person, with respect to current including any employees or former employees after retirement of the Company, any of the Company’s Subsidiaries or other termination any Affiliate of service the Company, any Company Employee, or any dependent or beneficiary thereof, or (other than coverage mandated by applicable law or benefits, the full cost of which is borne by the current or former employeeB) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone continued employment with Parent or any of its subsidiaries Affiliates or to which Phone employment or continued employment or to a particular term or condition of employment with Parent or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of the date of this AgreementSubsidiaries, there is no labor dispute, strike or work stoppage against Phone or any of its subsidiaries pending or, to the knowledge of Phone, threatened which may interfere with the respective business activities of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives Affiliates, (ii) shall be treated as an amendment or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting other modification of any benefits under employee benefit plan, or (iii) shall limit the right of Parent or its Subsidiaries to (A) amend, terminate or otherwise modify any Phone Benefit Plan as a result employee benefit plan of Parent or its Subsidiaries following the transactions contemplated by this Agreement Acceptance Time or (either alone B) terminate the employment or in conjunction with any other event such as a termination of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect service of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior to the Closing Date that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect immediately prior to the Closing Date. (viii) Except such as would not have a material adverse effect, there are no material unresolved claims or disputes under the terms of, or in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced with respect to any material claim. (ix) To the knowledge of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost service-provider following the Acceptance Time at any time and for any or liability (by indemnification or otherwise)no reason. (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G of the Code, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, or any successor in interest, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute payments.

Benefit Plans. (ia) With respect to the Phone Benefit Plans, no event has occurred and there exists no condition or set of circumstances, in connection with which Phone or any of its subsidiaries would be subject to any liability that individually or in the aggregate would have a material adverse effect on Phone under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Code or any other applicable law. (ii) Each Phone Benefit Plan has been administered in accordance with its terms, except for any failures so to administer any Phone Benefit Plan that individually or in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operated, and are, in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) of the Code and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") with respect to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining For a period of time under at least through December 31, 1998, Parent shall cause the Surviving Corporation to continue to maintain the Company's existing compensation, severance, welfare and pension benefit plans, programs and arrangements (other than any stock based plans, programs and arrangements) for the benefit of current and former employees of the Company and its subsidiaries (subject to such modification as may be required by applicable Treasury regulations law or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to maintain the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the tax exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of plan which is borne by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided intended to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Phone or any of its subsidiaries pending or, to the knowledge of Phone, threatened which may interfere with the respective business activities of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting of any benefits qualified under any Phone Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior to the Closing Date that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect immediately prior to the Closing Date. (viii) Except such as would not have a material adverse effect, there are no material unresolved claims or disputes under the terms of, or in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced with respect to any material claim. (ix) To the knowledge of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(cSection 401(a) of the Code); provided, however, that (i) involving nothing herein shall prohibit Parent from replacing any Phone Benefit Plan has occurred such existing plan, program or arrangement with a plan, program or arrangement which provide such employees with benefits which are not less favorable in the aggregate than the benefits that could subject Phone would have been provided under such existing plan, program or arrangement to the extent such replacement is permitted under the terms of the applicable plan, program or arrangement and (ii) nothing herein shall obligate Parent to provide such employees with any material tax penalty stock based compensation (including, without limitation, stock options or other cost or liability (by indemnification or otherwise)stock appreciation rights) after the Effective Time. (xb) Neither Phone nor any Phone subsidiary is obligated In light of Parent's desire that the Surviving Corporation provide appropriate employee incentives in the future, Parent agrees to make any parachute payments as such term is defined in section 280G institute during the one-year period following the Effective Time a new performance-based incentive compensation plan for the benefit of employees of the CodeSurviving Corporation and its subsidiaries. (c) All service credited to each employee by the Company through the Effective Time shall be recognized by Parent for all purposes, including for purposes of 40 34 eligibility, vesting and benefit accruals under any employee benefit plan provided by the Surviving Corporation or Parent for the benefit of the employees; provided, however, that, to the extent necessary to avoid duplication of benefits, amounts payable under employee benefit plans provided by the Surviving Corporation or Parent may be reduced by amounts payable under similar Company plans with respect to the same periods of service. (d) Parent hereby agrees to cause the Surviving Corporation to honor (without modification) and assume, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate ithereby guarantees the Surviving Corporation's performance of, or any successor the employment agreements, executive termination agreements and individual benefit arrangements listed in interest, to make any parachute payments that will not be deductible under section 280G Section 4.12(h) of the Code. Neither Phone nor any Phone subsidiary is obligated Disclosure Schedule, all as in effect on the date hereof or as amended after the date hereof with Parent's consent pursuant to make reimbursement or gross-up payments to any person in respect to excess parachute paymentsSection 6.01.

Benefit Plans. (ia) With At the Effective Time, Mutual First or a Mutual First Subsidiary shall be substituted for ▇▇▇▇▇▇ or a ▇▇▇▇▇▇ Subsidiary as the sponsoring employer under those benefit and welfare plans with respect to the Phone Benefit Plans, no event has occurred and there exists no condition or set of circumstances, in connection with which Phone ▇▇▇▇▇▇ or any of its subsidiaries would be subject Subsidiaries is a sponsoring employer immediately prior to any liability that individually or in the aggregate would have a material adverse effect on Phone under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Code or any other applicable law. (ii) Each Phone Benefit Plan has been administered in accordance with its terms, except for any failures so to administer any Phone Benefit Plan that individually or in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operatedEffective Time, and are, in compliance shall assume and be vested with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) of the Code powers, rights, duties, obligations and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion liabilities previously vested in ▇▇▇▇▇▇ or advisory letter from the Internal Revenue Service (the "IRS") its Subsidiary with respect to each such Phone Benefit Plan plan. Except as expressly contemplated by a separate agreement entered into by ▇▇▇▇▇▇ and Mutual First on the date hereof, each such plan shall be continued in effect by Mutual First or any applicable Mutual First Subsidiary after the Effective Time without a termination or discontinuance thereof as a result of the Company Merger or the Bank Merger, subject to the power reserved to Mutual First or any applicable Mutual First Subsidiary under each such plan to subsequently amend or terminate the plan, which amendments or terminations shall comply with applicable law. ▇▇▇▇▇▇, each ▇▇▇▇▇▇ Subsidiary, and Mutual First will use all reasonable efforts (i) to effect said substitutions and assumptions, and such other actions contemplated under this Agreement, and (ii) to amend such plans as to the extent necessary to provide for said substitutions and assumptions, and such other actions contemplated under this Agreement. (b) At or as promptly as practicable after the Effective Time as Mutual First shall reasonably determine, Mutual First shall provide, or cause a Mutual First Subsidiary to provide, to each full time employee of ▇▇▇▇▇▇, and its qualified status wholly-owned Subsidiaries as of the Effective Time ("▇▇▇▇▇▇ Employees") the opportunity to participate in each employee benefit and welfare plan maintained by Mutual First or a Mutual First Subsidiary, whichever is applicable, for similarly-situated employees provided that with respect to such plans maintained by Mutual First or a Mutual First Subsidiary, whichever is applicable, ▇▇▇▇▇▇ Employees shall be given credit for service recognized under the Codecorresponding plan of ▇▇▇▇▇▇ and its Subsidiaries in determining participation in, eligibility for and vesting in benefits thereunder, and only with respect to severance and vacation plans, accrual of benefits; provided further that ▇▇▇▇▇▇ Employees shall not be subject to any waiting periods or has remaining pre-existing condition exclusions under the group health plan of Mutual First or any applicable Mutual First Subsidiary to the extent that such periods are longer or restrictions impose a greater limitation than the periods or limitations imposed under the applicable ▇▇▇▇▇▇ group health plan; and provided further that to the extent that the initial period of coverage for ▇▇▇▇▇▇ Employees under any plan of Mutual First or a Mutual First Subsidiary, whichever is applicable, that is an "employee welfare benefit plan" as defined in Section 3(1) of ERISA is not a full 12- month period of coverage, ▇▇▇▇▇▇ Employees shall be given credit under the applicable welfare plan for any deductibles and co-insurance payments made by such ▇▇▇▇▇▇ Employees under the corresponding ▇▇▇▇▇▇ welfare plan during the balance of such 12- month period of coverage. Nothing in the preceding sentence shall obligate Mutual First or any Mutual First Subsidiary to provide or cause to be provided any benefits duplicative to those provided under any ▇▇▇▇▇▇ benefit or welfare plan continued pursuant to subparagraph (a) above, including, but not limited to, extending participation in any plan which is an "employee pension benefit plan" under ERISA relative to any period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which allocations are not material. (v) Phone has previously provided made to ▇▇▇▇▇▇ Employees under any employee pension benefit plan maintained or sponsored by ▇▇▇.▇▇▇ or a copy Marion Subsidiary. Except as otherwise provided in this Agreement, the power of each collective bargaining Mutual First or any Mutual First Subsidiary to amend or terminate any benefit or welfare plans of ▇▇▇▇▇▇ and its Subsidiaries shall not be altered or affected. Moreover, this subsection 6.13(b) shall not confer upon any ▇▇▇▇▇▇ Employee any rights or remedies hereunder and shall not constitute a contract of employment or create any rights, to be retained or otherwise, in employment at Mutual First or any Mutual First Subsidiary. (c) Any separate agreement entered into by ▇▇▇▇▇▇ and Mutual First on the date hereof relating to employee or other labor union contract applicable to persons employed benefits is incorporated herein by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is reference and shall be deemed a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of the date part of this Agreement, there is no labor dispute, strike or work stoppage against Phone or any of its subsidiaries pending or, to the knowledge of Phone, threatened which may interfere with the respective business activities of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting of any benefits under any Phone Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior to the Closing Date that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect immediately prior to the Closing Date. (viii) Except such as would not have a material adverse effect, there are no material unresolved claims or disputes under the terms of, or in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced with respect to any material claim. (ix) To the knowledge of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise). (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G of the Code, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, or any successor in interest, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute payments.

Benefit Plans. (ia) With As soon as administratively practicable after the Effective Time, Parent shall take all reasonable action so that employees of the Company and its Subsidiaries shall be entitled to participate in each employee benefit plan, program or arrangement of Parent of general applicability (the "Parent Benefits Plans") to the same extent as similarly-situated employees of Parent and its Subsidiaries (it being understood that inclusion of the employees of the Company and its Subsidiaries in the Parent Benefits Plans may occur at different times with respect to the Phone Benefit Plansdifferent plans), no event has occurred and there exists no condition or set of circumstancesprovided, in connection with which Phone however, that nothing contained herein shall require Parent or any of its subsidiaries would be subject Subsidiaries to make any grants to any liability that individually former employee of the Company or its Subsidiaries under any discretionary equity compensation plan of Parent. Parent shall cause each Parent Benefits Plan in which employees of the aggregate would have a material adverse effect on Phone Company and its Subsidiaries are eligible to participate to recognize, for purposes of determining eligibility to participate in, the vesting of benefits and for all other purposes (but not for accrual of pension benefits) under the Employee Retirement Income Security Act of 1974, as amended ("ERISA")Parent Benefit Plans, the Code service of such employees with the Company and its Subsidiaries to the same extent as such service was credited for such purpose by the Company, provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Nothing herein shall limit the ability of Parent to amend or terminate any other applicable lawof the Company's Benefits Plans in accordance with their terms at any time. (iib) Each Phone Benefit Plan has been administered At and following the Effective Time, Parent shall honor, and the Surviving Corporation shall continue to be obligated to perform, in accordance with its their terms, except for any failures so to administer any Phone Benefit Plan that individually or in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operatedall benefit obligations to, and arecontractual rights of, in compliance with current and former employees of the applicable provisions Company existing as of ERISAthe Effective Date, the Code and as well as all other applicable laws and the terms of all applicable collective bargaining employment, severance, deferred compensation or "change-in-control" agreements, except for any failures to be in such compliance that individually plans or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) policies of the Code and Company which are Previously Disclosed, subject in each trust intended to qualify under section 501(a) of case as the Code has either received a favorable determination, opinion same may be modified or advisory letter from the Internal Revenue Service (the "IRS") terminated with respect to each such Phone Benefit Plan as certain executive officers of the Company pursuant to its qualified status under an Executive Agreement. Parent acknowledges that the Code, or has remaining consummation of the Merger will constitute a period "change-in-control" of time under applicable Treasury regulations or IRS pronouncements in which to apply the Company for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date purposes of any determination opinion or advisory letter from employee benefit plans, agreements and arrangements of the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trustCompany. (iiic) No Phone Benefit Plan is subject to Title IV If employees of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone Company or any of its subsidiaries Subsidiaries become eligible to participate in a medical, dental or health plan of Parent, Parent shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions covered under the applicable medical, health or dental plans of Parent, (ii) provide full credit for under such plans any deductibles, co-payment and out-of-pocket expenses incurred by the employees and their beneficiaries during the portion of the calendar year prior to such participation and (iii) waive any waiting period limitation or evidence of insurability requirement which Phone would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Plan prior to the Effective Time. (d) For a period of six months following the Effective Time, Parent shall provide all employees of the Company and its Subsidiaries whose employment was terminated other than for cause, disability or retirement at or following the Effective Time, and who so desires, job counseling and outplacement assistance services in accordance with Parent's employment policies and practices, shall assist such employees in locating new employment and shall notify all such employees who want to be so notified of opportunities for positions with Parent or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated Subsidiaries for which Parent reasonably believes such persons are qualified and shall consider any application for such positions submitted by Phone or such persons, provided, however, that any of its subsidiaries. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Phone or decision to offer employment to any of its subsidiaries pending or, to the knowledge of Phone, threatened which may interfere with the respective business activities of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or person shall be made in the aggregate would not have a material adverse effect on Phone. As sole discretion of the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writingParent. (vie) No All employees of the Company or a Company Subsidiary as of the Effective Time shall become employees of Parent or a Parent Subsidiary as of the Effective Time, and Parent or a Parent Subsidiary will use its reasonable best efforts to give such persons (other than any such person who is party to an employment agreement, a severance agreement or a special termination agreement) at least four weeks prior written notice of any job elimination after the Effective Time for a period of 90 days following the Effective Time. Subject to such four-week notice requirement, Parent or a Parent Subsidiary shall have no obligation to continue the employment of any such person and nothing contained herein shall give any employee of Phone the Company or any Phone subsidiary will a Company Subsidiary the right to continue employment with Parent or a Parent Subsidiary after the Effective Time. An employee of the Company or a Company Subsidiary (other than an employee who is party to an employment agreement, a severance agreement or a special termination agreement) whose employment is involuntarily terminated other than for cause following the Effective Time shall be entitled to any material paymentreceive severance payments in accordance with, additional benefits or any acceleration of the time of payment or vesting of any benefits under any Phone Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior and to the Closing Date that is not materially in accordance with extent provided in, the written or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect immediately prior to the Closing DateCompany Severance Plan. (viii) Except such as would not have a material adverse effect, there are no material unresolved claims or disputes under the terms of, or in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced with respect to any material claim. (ix) To the knowledge of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise). (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G of the Code, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, or any successor in interest, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute payments.

Benefit Plans. (i) With respect For a period of not less than one year after the Effective Time, Parent shall provide, or cause to be provided, to those persons who were employees of the Company or its Subsidiaries immediately prior to the Phone Effective Time and who remain employees of the Surviving Corporation or its Subsidiaries or become employees of Parent following the Effective Time ("CONTINUING EMPLOYEES") employee benefits (other than Parent Option Plans and the Parent ESPP) no less favorable in the aggregate than those currently provided to employees of the Company. Continuing Employees will be eligible to participate in Parent Option Plans and the Parent ESPP in accordance with the terms and conditions of such plans. As promptly as reasonably practicable after the Effective Time, Continuing Employees shall be eligible to participate in (1) Parent's employee benefit plans, programs, policies and arrangements, including any severance plan, medical plan, dental plan, life insurance plan, vacation program and disability plan, to the extent permitted by the terms of the applicable plans, programs, policies and arrangements or (2) such Company Benefit PlansArrangements, no event has occurred and there exists no condition including, but not limited to, any agreements, programs, policies or set of circumstances, in connection with which Phone other programs sponsored by or maintained by the Company or any of its subsidiaries would be subject to any liability Subsidiaries, that individually or in the aggregate would have a material adverse effect on Phone under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Code or any other applicable law. (ii) Each Phone Benefit Plan has been administered in accordance with its terms, except for any failures so to administer any Phone Benefit Plan that individually or in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operated, and are, in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) of the Code and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") with respect to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne are continued by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone Surviving Corporation or any of its subsidiaries to Subsidiaries following the Closing Date, or which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated are assumed by Phone or any of its subsidiaries. As of Parent (for the date purposes of this AgreementSection 5.12(d) only, there is no labor disputeclauses (1) and (2) taken together, strike or work stoppage against Phone or any of its subsidiaries pending orthe "PARENT BENEFIT PLANS"). Continuing Employees shall, to the knowledge extent permitted by Applicable Law receive full credit for purposes of Phoneeligibility, threatened vesting, level of benefits (but not benefit accrual) under the Parent Benefit Plans in which may interfere such Continuing Employees participate for such Continuing Employees' service with the respective business activities of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement, to the knowledge of Phone, none of PhoneCompany, any of its subsidiaries or any Subsidiaries, and either of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will be entitled predecessors. With respect to any material paymentwelfare benefit plans maintained by Parent for the benefit of Continuing Employees on and after the Effective Time, additional benefits Parent shall (1) cause there to be waived, as required by Applicable Law, any eligibility requirements or pre-existing condition limitations and (2) give effect, in determining any acceleration of the time of payment deductible or vesting of any benefits under any Phone Benefit Plan as a result of the transactions contemplated maximum out-of-pocket limitations, amounts paid by this Agreement (either alone or in conjunction with any other event such as a termination of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment Continuing Employees with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries similar plans maintained by an authorized Phone employee prior the Company and its Subsidiaries, subject to the Closing Date that is not materially in accordance with the written or otherwise preexisting terms and provisions conditions of such Phone Benefit Plans the applicable welfare benefit plans maintained by Parent. Depending upon the date of the Effective Time relative to the completion of the then-next ending offer period under the Parent ESPP, and upon the relative benefits and costs, Parent will determine in effect good faith whether to establish a special offering period for Continuing Employees under the Parent ESPP commencing as soon as administratively practicable following the Effective Time and ending immediately prior to the Closing Date. (viii) Except such as would not have a material adverse effect, there are no material unresolved claims or disputes commencement of the next regularly scheduled offering period under the terms of, or in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced with respect to any material claimParent ESPP. (ix) To the knowledge of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise). (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G of the Code, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, or any successor in interest, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute payments.

Benefit Plans. (a) As of the Effective Date but not thereafter, Purchaser shall cause the employees of the Company and its Subsidiaries to be provided with employee benefit plans and arrangements that are substantially equivalent in the aggregate to those provided to such employees under the Benefit Plans immediately prior to the Effective Date; provided, however, that nothing contained herein shall require Purchaser or any of its Subsidiaries to either make any grants to any employee of the Company or its Subsidiaries under any discretionary equity compensation plan of Purchaser, or to establish any equity compensation plan; and provided further, however, that the Purchaser or the Surviving Corporation, as the case may be, shall be permitted to make commercially reasonable changes in insurance carriers, co-pays, deductibles, and participant and employer contribution levels while maintaining the availability of employee benefits of the type provided to the employees immediately prior to the Effective Date. Purchaser shall cause each new benefit plan (the “Purchaser Benefit Plans”) in which employees of the Company and its Subsidiaries are eligible to participate to recognize, for purposes of determining eligibility to participate in, the vesting of benefits and for all other purposes, but not for accrual of any benefits other than vacation benefits, under the Purchaser Benefit Plans, the service of such employees with the Company and its Subsidiaries to the same extent as such service was credited for such purpose by the Company, provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Nothing herein shall limit the ability of Purchaser to amend or terminate any of the Benefit Plans in accordance with and to the extent permitted by their terms or reduce, terminate or not continue any of the benefits under such Benefit Plans following the Effective Date. (b) At and following the Effective Time, Purchaser shall honor, and the Surviving Corporation shall continue to be obligated to perform, in accordance with their terms, all benefit obligations to, and contractual rights of, current and former employees of the Company and its Subsidiaries and current and former directors of the Company and its Subsidiaries existing as of the Effective Date, as well as all employment, executive severance or “change-in-control” or similar agreements, plans or policies of the Company that are set forth on Section 6.9(b) of the Company Disclosure Schedule and which have been provided to Purchaser. The severance or termination payments that are payable pursuant to such agreements, plans or policies of the Company are set forth on Section 6.9(b) of the Company Disclosure Schedule. (c) At such time as employees of the Company and its Subsidiaries become eligible to participate in a medical, dental, or health plan of Purchaser or its Subsidiaries, Purchaser shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions are covered under the applicable medical, health, or dental plans of Purchaser and to the extent permitted by Law, (ii) provide full credit under such plans for any deductibles, co-payment and out-of-pocket expenses incurred by the employees and their dependents during the portion of the calendar year prior to such participation and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to such employee or dependent on or after the Effective Time to the extent such employee or dependent had satisfied any similar limitation or requirement under an analogous Benefit Plan prior to the Effective Time. (d) Immediately prior to the Effective Time, the Company shall, at the written request of Purchaser, terminate such of the Benefit Plans as is requested by Purchaser. (e) With respect to the Phone Benefit PlansPennEngineering Flexible Spending Plan, no event has occurred Purchaser shall either (i) cause the Company’s employees and there exists no condition or set of circumstances, in connection with which Phone or any of its subsidiaries would be subject to any liability that individually or in the aggregate would have a material adverse effect on Phone their unreimbursed contributions credited under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Code or any other applicable law. (ii) Each Phone Benefit PennEngineering Flexible Spending Plan has been administered in accordance with its terms, except for any failures so to administer any Phone Benefit Plan that individually or in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operated, and are, in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually transferred to an equivalent flexible spending plan of Purchaser or in (2) continue to operate the aggregate would not have a material adverse effect on Phone. Each Phone Benefit PennEngineering Flexible Spending Plan intended to qualify under section 401(a) of the Code and each trust intended to qualify under section 501(a) of the Code has either received a favorable determinationthrough December 31, opinion or advisory letter from the Internal Revenue Service (the "IRS") with respect to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust2005. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Phone or any of its subsidiaries pending or, to the knowledge of Phone, threatened which may interfere with the respective business activities of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting of any benefits under any Phone Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior to the Closing Date that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect immediately prior to the Closing Date. (viii) Except such as would not have a material adverse effect, there are no material unresolved claims or disputes under the terms of, or in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced with respect to any material claim. (ix) To the knowledge of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise). (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G of the Code, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, or any successor in interest, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute payments.

Benefit Plans. (ia) With respect Section 4.13(a) of the Company Disclosure Letter sets forth a true, correct and complete list of every Benefit Plan sponsored, maintained or contributed to by the Phone Company, Operating Partnership or any other Company Subsidiary or under which Company, Operating Partnership or any other Company Subsidiary would have any liability (contingent or otherwise, including without limitation due to an ERISA Affiliate) (“Company Benefit PlansPlan”), in each case, other than offer letters, the material terms of which are limited to base salary or wage rate and participation in broad-based benefit plans and which do not provide for severance. Each Company Benefit Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination or opinion letter from the IRS regarding its qualification thereunder and, to Company’s Knowledge, no event has occurred and there exists no condition or set of circumstances, in connection with which Phone or any of its subsidiaries exists that would reasonably be subject expected to any liability that individually or result in the aggregate would have a material adverse effect on Phone under the Employee Retirement Income Security Act revocation of 1974, as amended ("ERISA"), the Code or any other applicable lawsuch determination. (b) With respect to each Company Benefit Plan, Company has provided, or made available, to Parent (if applicable to such Company Benefit Plan): (i) all documents embodying or governing such Company Benefit Plan; (ii) the most recent IRS determination or opinion letter with respect to such Company Benefit Plan that is intended to qualify under Section 401(a) the Code; (iii) the most recently filed IRS Forms 5500 and all schedules thereto; (iv) the summary plan description for such Company Benefit Plan (or other descriptions of such Company Benefit Plan provided to employees); and (v) all non-routine correspondence and documents filed with any Governmental Authority. (c) Each Phone Company Benefit Plan has been administered in accordance with the requirements of applicable Law, including, without limitation, ERISA and the Code, and is being administered and operated in accordance with its terms, except for any failures so as has not had, and would not reasonably be expected to administer any Phone Benefit Plan that have, individually or in the aggregate would not have aggregate, a material adverse effect on PhoneCompany Material Adverse Effect. The Phone Benefit Plans have been operatedNeither Company nor any ERISA Affiliate currently maintains, sponsors, contributes to or is required to contribute to, or has any liability for, and areneither Company nor any ERISA Affiliate has at any time within the previous six years maintained, in compliance with the applicable provisions of ERISAsponsored or contributed to or been required to contribute to, the Code and all other applicable laws and the terms of all applicable collective bargaining agreementsor had any actual or contingent liability under, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Company Benefit Plan intended or any other employee benefit plan that: (i) is subject to qualify under section 401(a) the funding requirements of Section 412 of the Code and each trust intended to qualify under section 501(aor Title IV of ERISA; (ii) is a “multiemployer plan” within the meaning of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") with respect to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. ERISA Section 3(37); (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer “welfare benefit plan" ” within the meaning of Section 3(373(1) of ERISA that provides for post-employment medical, life insurance or other welfare-type benefits to any current or future retiree or former employee of Company (other than as required by Part 6 of Subtitle B of Title I of ERISA or Section 4980B of the Code or under a similar state law regarding medical continuation coverage); (iv) is a “multiple employer plan” within the meaning of Section 413(c) of the Code; or (v) is a “multiple employer welfare arrangement” within the meaning of 3(40)(A) of ERISA. (ivd) No Phone Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, full payment has been made, or otherwise properly accrued on the books and records of Company and any applicable Company Subsidiary, of all amounts that Company and any such Company Subsidiary are required under the terms of the Company Benefit Plan provides medical benefits to have paid as contributions to such Company Benefit Plan on or prior to the date hereof (whether or excluding any amounts not insured)yet due) and the contribution requirements, with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefitson a prorated basis, the full cost of which is borne by for the current year have been made or former employee) other than individual arrangements otherwise properly accrued on the amounts books and records of which are not materialCompany and the Company Subsidiaries through the Closing Date. (ve) Phone Neither Company nor, to the Knowledge of Company, any fiduciary, trustee or administrator of any Company Benefit Plan, has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ engaged in, or in connection with the transactions contemplated by this Agreement will engage in, any transaction that would be a copy non-exempt “prohibited transaction” under Section 406 of each collective bargaining ERISA or other labor union contract applicable to persons employed by Phone or any Section 4975 of its subsidiaries to which Phone or any of its subsidiaries is a partythe Code. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of the date of this AgreementAction has been made, there is no labor dispute, strike or work stoppage against Phone or any of its subsidiaries pending commenced or, to the knowledge Knowledge of PhoneCompany, threatened which may interfere with respect to any Company Benefit Plan (other than for benefits payable in the respective business activities ordinary course of Phone or business). (f) Neither Company nor any Company Subsidiary owes any Taxes imposed by Code Section 4980H. Neither Company nor any Company Subsidiary has incurred, and no condition exists with respect to any Company Benefit Plan that would reasonably be expected to subject any of its subsidiariesthem to, except where such disputeany material Tax, strike fine, interest or work stoppage penalty or other liability imposed by the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended. (g) Except as would not reasonably be expected to have, individually or in the aggregate would not have aggregate, a material adverse effect on Phone. As Company Material Adverse Effect, each Company Benefit Plan that constitutes in any part a “nonqualified deferred compensation plan” within the meaning of Section 409A(d)(1) of the date Code and any award thereunder, in each case that is subject to Section 409A of this Agreementthe Code, (i) has at all times been operated in compliance in all respects with Section 409A of the Code and all applicable Internal Revenue Service guidance promulgated thereunder and (ii) either (A) has at all times been in a form which complies with the requirements of Section 409A of the Code or (B) has been timely amended under guidance issued pursuant to Section 409A of the Code so that its terms and provisions comply in all material respects with the requirements of Section 409A of the Code. No payment to be made under any Company Benefit Plan is, or to the knowledge Knowledge of PhoneCompany, none will be, subject to the penalties of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation Section 409A(a)(1) of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writingCode. (vih) No Except as set forth in Section 4.13(h) of the Company Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation of the Mergers will (either alone or together with any other event) (i) entitle any current or former employee or other service provider of Phone Company or any Phone subsidiary will be entitled a Company Subsidiary to any material payment, additional benefits or any acceleration of accelerate the time of payment or vesting (except to the extent required by applicable law) or trigger any payment of any funding (through a grantor trust or otherwise) of compensation or benefits under any Phone Benefit Plan as a result of under, increase the transactions contemplated by this Agreement (either alone amount payable or in conjunction with trigger any other event such as a termination of employment). (vii) To the knowledge of Phonematerial obligation, no material oral requirement or written representation or commitment with respect restriction pursuant to any aspect of any Phone Company Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior to the Closing Date that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect immediately prior to the Closing Date. (viii) Except such as would not have a material adverse effect, there are no material unresolved claims or disputes under the terms ofPlan, or (ii) result in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefits), and no action, legal payment or otherwise, has been commenced with respect benefit to any material claim. (ix) To the knowledge of Phone, no non-exempt "prohibited transaction" Person which would constitute an “excess parachute payment” (within the meaning of section 4975(c) of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise). (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section Section 280G of the Code). There is no obligation to reimburse, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate itindemnify, or otherwise “gross-up” any successor in interest, to make any parachute payments that will not be deductible current or former employee or other service provider of Company or a Company Subsidiary for the interest or Tax set forth under section 280G Section 409A or Section 4999 of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute payments.

Benefit Plans. (a) For one year after the Effective Time, Parent shall either (i) With respect cause the Surviving Corporation to continue to sponsor and maintain the Employee Plans (except for any Company Stock Plan), or (ii) provide benefits to the Phone Benefit Plansemployees of the Company who continue to be employed by the Surviving Corporation (the "Company Employees") under employee benefit plans, no event has occurred and there exists no condition programs, policies or set of circumstances, in connection with which Phone or any of its subsidiaries would be subject to any liability arrangements that individually or in the aggregate would have a material adverse effect on Phone under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Code or any other applicable law. (ii) Each Phone Benefit Plan has been administered in accordance with its terms, except for any failures so are substantially similar to administer any Phone Benefit Plan that individually or in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operated, and are, in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) of the Code and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") with respect to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as those benefits provided to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne Company Employees by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Phone or any of its subsidiaries pending or, to the knowledge of Phone, threatened which may interfere with the respective business activities of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting of any benefits under any Phone Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee Company immediately prior to the Closing Date (excluding any stock option or other equity compensation plan or program). With respect any employee benefit plan, program, policy or arrangement (other than stock options or stock based compensation) sponsored or maintained by Parent and offered to the Company Employees in addition to or as a substitute for the Employee Plans, Parent shall give the Company Employees service credit for their employment with the Company for eligibility and vesting purposes as if such service had been performed with Parent. If Parent offers health benefits to the Company Employees under a group health plan that is not materially in accordance a Employee Plan, Parent shall waive any pre-existing condition exclusions under such group health plan to the extent coverage exists for such condition under the Employee Plan and shall credit each Company Employee with all deductible payments and co-payments paid by such Company Employee under the written or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect immediately Company's health plan prior to the Closing DateDate during the current plan year for purposes of determining the extent to which any such Company Employee has satisfied his or her deductible and whether he or she has reached the out-of-pocket maximum under any health plan for such plan year. (viiib) Except such as would not have a material adverse effectFollowing the Effective Time, there are no material unresolved claims or disputes Parent shall cause the Surviving Corporation and the Subsidiaries to honor (subject to this Section 6.4 and Section 6.5) all obligations under the terms of, or in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced with respect to any material claim. (ix) To the knowledge of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) all of the Code) involving any Phone Benefit Plan has occurred employment, severance, consulting and similar agreements of the Company and its Subsidiaries existing on the date hereof that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwiseare set forth on Schedule 6.4(b). (xc) Neither Phone nor Nothing herein shall be construed as giving any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G employee of the Code, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, Company or any successor Subsidiary, except as set forth in interestSchedule 6.4(c), any right to make any parachute payments that will not be deductible under section 280G of continued employment following the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute paymentsEffective Time.

Benefit Plans. (a) Following the Effective Time and until the first anniversary of the Closing Date, Parent shall provide, or shall cause the Surviving Corporation to provide, the individuals who are employed by the Company or any of its Subsidiaries immediately before the Effective Time (the “Company Employees”) and who continue employment during such time period with, at the election of Parent (i) compensation and benefits that are comparable in the aggregate to those provided to such Company Employees immediately prior to the Closing or (ii) compensation and benefits that are comparable in the aggregate to those provided to similarly situated employees of Parent and its Affiliates. (b) No provision of this Agreement shall be construed (i) as a guarantee of continued employment of any Company Employee, (ii) to prohibit Parent or the Surviving Corporation from having the right to terminate the employment of any Company Employee, (iii) to prevent the amendment, modification or termination of any Company Benefit Plan after the Closing (in each case in accordance with the terms of the applicable Company Benefit Plan) or (iv) as an amendment or modification of the terms of any Company Benefit Plan. (c) With respect to all plans maintained by Parent, the Phone Benefit PlansSurviving Corporation or their respective Subsidiaries in which the Company Employees are eligible to participate after the Closing Date (including any vacation, no event has occurred paid time-off and there exists no condition severance plans, but excluding any plan frozen to new participants or set any defined benefit pension plan or any plan providing for post-retirement medical benefits), for purposes of circumstancesdetermining eligibility to participate, in connection level of benefits, and vesting, each Company Employee’s service with which Phone the Company or any of its subsidiaries would be subject to Subsidiaries (as well as service with any liability that individually or in predecessor employer of the aggregate would have a material adverse effect on Phone under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Code Company or any other applicable law. (ii) Each Phone Benefit Plan has been administered in accordance with its terms, except for any failures so to administer any Phone Benefit Plan that individually or in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operated, and are, in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) of the Code and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") with respect to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Phone or any of its subsidiaries pending orSubsidiary, to the knowledge of Phone, threatened which may interfere extent service with the respective business activities of Phone predecessor employer is recognized by the Company or any of its subsidiariessuch Subsidiary) shall be treated as service with Parent, except where such dispute, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries Surviving Corporation or any of their respective Subsidiaries, in each case, to the extent such service would have been recognized by the Company or its Subsidiaries under analogous Company Benefit Plans prior to the Effective Time; provided, however, that such service need not be recognized to the extent that such recognition would result in any duplication of benefits for the same period of service. (d) Without limiting the generality of Section 5.04(a), Parent shall use reasonable best efforts to cause to be waived any pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods under any welfare benefit plan maintained by Parent, the Surviving Corporation or any of their respective Subsidiaries in which Company 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 Benefit Plan immediately prior to the Effective Time. Parent shall recognize, or use reasonable best efforts to cause to be recognized, the dollar amount of all co-payments, deductibles and similar expenses incurred by each Company 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) If requested by Parent at least ten (10) Business Days prior to the Effective Time, the Company shall terminate any and all Company Benefit Plans intended to qualify under Section 401(k) of the Code, effective not later than the Business Day immediately preceding the Effective Time. In the event that Parent requests that such 401(k) plan(s) be terminated, the Company shall provide Parent with the evidence that such 401(k) plan(s) have been terminated pursuant to resolution of the Board of Directors of the Company (the form and substance of which shall be subject to review and approval by Parent) not later than two (2) Business Day(s) immediately preceding the Effective Time. (f) With respect to any Company Employee whose principal place of employment is outside of the United States, Parent’s obligations under this Section 5.04 shall be modified to the extent necessary to comply with applicable Law of the foreign countries and political subdivisions thereof in which such Company Employee primarily performs his or her duties. (g) Prior to the Closing, (i) the Company and its Subsidiaries shall comply with any Law or other legal requirement (whether statutory or pursuant to any written agreement with, or the constitution of, any works council or other employee body), to consult with any Company Employees, a relevant trade union, works council or any other employee representatives or employees has committed any material unfair labor practice in connection with the operation of Transactions and (ii) the respective businesses of Phone or Company and Parent shall use commercially reasonable efforts to provide any of its subsidiariesrelevant, required information to, and there is no material charge or complaint against Phone or undertake any required consultation with, representatives of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened Company Employees in writinga timely manner. (vih) No employee The provisions of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration this Section 5.04 are solely for the benefit of the time of payment or vesting of any benefits under any Phone Benefit Plan as a result of the transactions contemplated by parties to this Agreement (either alone or in conjunction with any other event such as a termination of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior to the Closing Date that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect immediately prior to the Closing Date. (viii) Except such as would not have a material adverse effect, there are no material unresolved claims or disputes under the terms of, or in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefits)Agreement, and no action, legal other person (including any Company Employee or otherwise, has been commenced with respect to any material claim. (ixbeneficiary or dependent thereof) To the knowledge shall be regarded for any purpose as a third-party beneficiary of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise). (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G of the Codethis Agreement, and neither is a party to no provision of this Section 5.04 shall create such rights in any agreement that under certain circumstances is reasonably likely to obligate it, or any successor in interest, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute paymentssuch persons.

Benefit Plans. (a) Following the Effective Time and until the first anniversary of the Closing Date, Parent shall provide, or shall cause the Surviving Corporation to provide, the individuals who are employed by the Company or any of its Subsidiaries immediately before the Effective Time (the “Company Employees”) and who continue employment during such time period with (i) annual base compensation and annual target cash incentive amounts that are no less in the aggregate than the annual base compensation and annual target cash incentive amounts provided to such Company Employees immediately prior to the Effective Time, (ii) severance benefits that are no less favorable than the severance benefits provided to such Company Employees immediately prior to the Effective Time and (iii) employee pension and welfare benefits (excluding benefits under any defined benefit pension plan) that are substantially comparable in the aggregate to the employee pension and welfare benefits (excluding benefits under any defined benefit pension plan) provided to such Company Employees immediately prior to the Effective Time. (b) No provision of this Agreement shall be construed (i) as a guarantee of continued employment of any Company Employee, (ii) to prohibit Parent or the Surviving Corporation from having the right to terminate the employment of any Company Employee, (iii) to prevent the amendment, modification or termination of any Company Benefit Plan after the Closing (in each case in accordance with the terms of the applicable Company Benefit Plan) or (iv) as an amendment or modification of the terms of any Company Benefit Plan. (c) With respect to all plans maintained by Parent, the Phone Benefit PlansSurviving Corporation or their respective Subsidiaries in which the Company Employees are eligible to participate after the Closing Date (including any vacation, no event has occurred paid time-off and there exists no condition severance plans, but excluding any plan frozen to new participants or set any defined benefit pension plan or any plan providing for post-retirement medical benefits), for purposes of circumstancesdetermining eligibility to participate, in connection level of benefits, vesting, each Company Employee’s service with which Phone the Company or any of its subsidiaries would be subject to Subsidiaries (as well as service with any liability that individually or in predecessor employer of the aggregate would have a material adverse effect on Phone under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Code Company or any other applicable law. (ii) Each Phone Benefit Plan has been administered in accordance with its terms, except for any failures so to administer any Phone Benefit Plan that individually or in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operated, and are, in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) of the Code and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") with respect to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Phone or any of its subsidiaries pending orSubsidiary, to the knowledge of Phone, threatened which may interfere extent service with the respective business activities of Phone predecessor employer is recognized by the Company or any of its subsidiariessuch Subsidiary) shall be treated as service with Parent, except where such dispute, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries Surviving Corporation or any of their respective Subsidiaries, in each case, to the extent such service would have been recognized by the Company or its Subsidiaries under analogous Company Benefit Plans prior to the Effective Time; provided, however, that such service need not be recognized (i) to the extent that such recognition would result in any duplication of benefits for the same period of service, (ii) for purposes of determining eligibility to receive discretionary contributions under Parent’s Employees’ Savings Plan and (iii) for determining eligibility under the Parent ESPP. (d) Without limiting the generality of Section 5.04(a), Parent shall use commercially reasonable efforts to cause to be waived any pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods under any welfare benefit plan maintained by Parent, the Surviving Corporation or any of their respective Subsidiaries in which Company 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 Benefit Plan immediately prior to the Effective Time. Parent shall recognize, or use commercially reasonable efforts to cause to be recognized, the dollar amount of all co-payments, deductibles and similar expenses incurred by each Company 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) If requested by Parent at least five (5) business days prior to the Effective Time, the Company shall terminate any and all Company Benefit Plans intended to qualify under Section 401(k) of the Code, effective not later than the business day immediately preceding the Effective Time. In the event that Parent requests that such 401(k) plan(s) be terminated, the Company shall provide Parent with the evidence that such 401(k) plan(s) have been terminated pursuant to resolution of the Board of Directors of the Company (the form and substance of which shall be subject to review and approval by Parent) not later than two (2) business day(s) immediately preceding the Effective Time. To the extent that such Company 401(k) plans are terminated, Parent shall use commercially reasonable efforts to permit the roll-over of participant account balances under such 401(k) plans(s) to a benefit plan maintained by Parent intended to qualify under Section 401(k) of the Code, in accordance with applicable law, as soon as practicable following the Effective Time. (f) For the avoidance of doubt and notwithstanding anything to the contrary herein, for purposes of any Company Benefit Plan set forth in Section 3.01(l)(vi) of the Company Disclosure Letter containing a definition of “change in control” or “change of control”, the Closing shall be deemed to constitute a “change in control” or “change of control” (except as would result in the imposition of “additional Taxes” under Code Section 409A). (g) Prior to the Closing, (i) the Company and its Subsidiaries shall comply with any Law or other legal requirement (whether statutory or pursuant to any written agreement with, or the constitution of, any works council or other employee body), to consult with any Company Employees, a relevant trade union, works council or any other employee representatives or employees has committed any material unfair labor practice in connection with the operation of Transactions and (ii) the respective businesses of Phone or Company and Parent shall use commercially reasonable efforts to provide any of its subsidiariesrelevant, required information to, and there is no material charge or complaint against Phone or undertake any required consultation with, representatives of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened Company Employees in writinga timely manner. (vih) No employee of Phone or any Phone subsidiary will be entitled Prior to any material paymentClosing, additional benefits or any acceleration the Company and its Subsidiaries shall take all action necessary to ensure the U.K. Pensions Regulator is notified of the time of payment or vesting of any benefits under any Phone Benefit Plan as a result Merger in accordance with Section 69 of the transactions contemplated by this Agreement (either alone or U.K. Pensions ▇▇▇ ▇▇▇▇, and shall respond in conjunction with any other event a timely manner to all requests of the U.K. Pensions Regulator, and shall keep Parent advised of the status of such as a termination of employment)discussions and correspondence. (viii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior to the Closing Date that is not materially in accordance with the written or otherwise preexisting terms and The provisions of such Phone Benefit Plans in effect immediately prior this Section 5.04 are solely for the benefit of the parties to the Closing Date. (viii) Except such as would not have a material adverse effect, there are no material unresolved claims or disputes under the terms of, or in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefits)this Agreement, and no action, legal other person (including any Company Employee or otherwise, has been commenced with respect to any material claim. (ixbeneficiary or dependent thereof) To the knowledge shall be regarded for any purpose as a third-party beneficiary of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise). (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G of the Codethis Agreement, and neither is a party to no provision of this Section 5.04 shall create such rights in any agreement that under certain circumstances is reasonably likely to obligate it, or any successor in interest, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute paymentssuch persons.

Benefit Plans. (ia) With respect Until January 1, 2011, Parent shall provide or cause the Surviving Corporation (or, in any such case, its successors or assigns) to provide compensation and benefits to the Phone Benefit Plansemployees of the Company and the Company Subsidiaries (“Company Employees”) that, no event has occurred taken as a whole (and there exists no condition or set of circumstancesnot on individual employee basis), in connection with which Phone or any of its subsidiaries would be subject are substantially comparable to any liability that individually or the compensation and benefits received by such Company Employees in the aggregate would have a material adverse effect immediately prior to the Effective Time; provided, however, that until January 1, 2011, Parent shall provide or cause the Surviving Corporation to provide to each Company Employee (on Phone under an individual basis) base salary or base wages that are at least equal to the base salary or base wages payable to such Company Employee Retirement Income Security Act of 1974, as amended ("ERISA"), immediately prior to the Code or any other applicable lawEffective Time. (iib) Each Phone Benefit Plan has been administered From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, honor, in accordance with its terms, except for any failures so to administer any Phone Benefit Plan that individually or in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operated, and are, in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) of the Code and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") with respect to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Phone or any of its subsidiaries pending or, to the knowledge of Phone, threatened which may interfere with the respective business activities of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. terms (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting of any benefits under any Phone Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior to the Closing Date that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect immediately prior to the Closing DateEffective Time), all the Company Benefit Plans and the Foreign Benefit Plans, subject to the rights of Parent and the Surviving Corporation to amend, modify or terminate any such agreements, plans or policies in accordance with their respective terms (as in effect immediately prior to the Effective Time) or as permitted by applicable Law. Notwithstanding any other provision of this Agreement to the contrary, (i) Parent shall or shall cause the Surviving Corporation to provide Company Employees whose employment terminates prior to January 1, 2011, with severance benefits at the levels and pursuant to the terms of the Company’s severance plans and policies as in effect immediately prior to the Effective Time (or under Parent’s plans so long as severance benefits levels are at least as high and on terms at least as favorable as the Company’s plans and policies) and (ii) severance benefits offered to Company Employees shall for terminations prior to January 1, 2011, be determined without taking into account any reduction after the Effective Time in compensation paid to Company Employees. (viiic) Except such as would not have a material adverse effectWith respect to any employee benefit plan maintained by Parent or any Parent Subsidiary (including any severance plan) (the “New Plans”), there are no material unresolved claims or disputes under in which Company Employees participate after the terms ofEffective Time, or in connection with, any Phone Benefit Plan for all purposes (other than routine undisputed claims for benefitsbenefit accrual under any defined benefit pension plan), service with the Company or any Company Subsidiary (and no actiontheir respective predecessors) prior to the Effective Time shall be treated as service with Parent or the Parent Subsidiaries; provided, legal however, that for purposes of a New Plan that is Parent’s retiree medical, dental and group life plans, the prior service credit shall only be counted towards meeting the five years of service eligibility component for such plans and that the Company Employees shall be otherwise treated as newly hired employees with regard to the retiree medical plan coverage resulting in access-only coverage thereunder to the extent the Company Employees otherwise meet the requirements for coverage thereunder; provided further, however, that such service need not be recognized to the extent that such recognition would result in any duplication of benefits with respect to the same period of service. To the extent permitted by the New Plans, each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is comparable to a Company Benefit Plan or otherwiseForeign Benefit Plan in which such Company Employee participated immediately before the consummation of the Merger. (d) Parent shall waive, has been commenced or cause to be waived, any pre-existing condition limitations or actively-at-work requirements under any welfare benefit plan (including with respect to any material claimplan providing for medical, dental, pharmaceutical and/or vision benefits) maintained by Parent or any of its Affiliates (other than the Company) in which Company Employees (and their eligible dependents) will be eligible to participate from and after the Effective Time, except to the extent that such preexisting condition limitation or actively-at-work requirement would have been applicable under the comparable Company welfare benefit plan immediately prior to the Effective Time. Parent shall recognize, or cause to be recognized, the dollar amount of all expenses incurred by each Company 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, maximum out-of-pocket requirements and co-payment limitations under the New Plans in which they will be eligible to participate from and after the Effective Time. (ixe) To Notwithstanding any other provision in this Agreement to the knowledge contrary, Parent agrees to continue or cause the Surviving Corporation to continue, through December 31, 2011, the Company’s retiree welfare programs, including medical prescription drugs and retiree life insurance program (the “Company Retiree Welfare Programs”) on terms and conditions no less favorable in duration, scope, value, participant cost, vesting and otherwise than those in effect as of Phonethe Effective Time (provided, however, that participant costs shall increase on a dollar-for-dollar basis to the extent the current maximum employer costs of $275 per person per month for individuals under age 65 and $59 per person per month for individuals age 65 and over are exceeded) with respect to (i) all individuals who as of the time immediately prior to the Effective Time are receiving benefits under the Company Retiree Welfare Programs and (ii) all Company Employees who retire at any time on or prior to December 31, 2013 and are eligible to receive benefits under the Company Retiree Welfare Programs as of the date of such retirement (clauses (i) and (ii) together, the “Applicable Company Group”). Following December 31, 2011, Parent agrees to provide to the Applicable Company Group welfare programs, including medical prescription drugs and retiree life insurance program, on terms and conditions no nonless favorable in duration, scope, value, participant cost, vesting and otherwise than the lesser of (x) those in effect with respect to the group of Parent retirees eligible to receive subsidized retiree welfare benefits under Parent’s retiree welfare programs as they existed prior to July 1, 2003 and (y) those in effect under the Company Retiree Welfare Program in effect as of the Effective Time (provided, however, that with respect to this clause (y), participant costs shall increase on a dollar-exempt "prohibited transaction" for-dollar basis to the extent the current maximum employer costs of $275 per person per month for individuals under age 65 and $59 per person per month for individuals age 65 and over are exceeded). (f) Notwithstanding any other provision in this Agreement to the contrary, through December 31, 2010, each Company Employee shall continue to accrue benefits under the Pension Plan of Hercules Incorporated, Plan No. 001, and, to the extent applicable, the Company’s excess benefit plan, within the meaning of section 4975(cSection 3(36) of ERISA (the Code“Excess Plan”), each as in effect on the date of this Agreement. Each Company Employee who is a participant in the Pension Plan of Hercules Incorporated immediately before the Effective Time shall have a guaranteed minimum benefit calculated thereunder as of the Effective Time. Following the Effective Time, with respect to each Company Employee who is a participant in the Pension Plan of Hercules Incorporated as of the Effective Time, service with the Parent or any of its Subsidiaries following the Effective Time will be credited under the Pension Plan of Hercules Incorporated and the Excess Plan (to the extent applicable) involving any Phone Benefit Plan has occurred that could subject Phone for eligibility to any material tax penalty or other cost or liability (by indemnification or otherwise)receive benefits under such plans. (xg) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined In accordance with, and not in section 280G limitation of, the provisions of Section 9.07, the parties acknowledge that the provisions of this Section 6.06 are solely for the benefit of the Codeparties, and neither is no current or former employee, director or consultant or any other individual associated therewith (including any beneficiary or dependent thereof) shall be regarded for any purpose as a third-party beneficiary of the Agreement, and no provision of this Section 6.06 shall create such rights in any such persons in respect of any benefits that may be provided, directly or indirectly, under any Company Benefit Plan or Foreign Benefit Plan or any employee benefit or compensation program, plan or arrangement of Parent or any of its Affiliates. No provision of this Agreement shall constitute a limitation on the rights to amend, modify or terminate after the Effective Time and in accordance with their terms any such plans or arrangements of Parent, the Surviving Corporation or any of their respective Affiliates, and nothing in this Agreement shall be construed as an amendment to any agreement that under certain circumstances is reasonably likely to obligate itCompany Benefit Plan or Foreign Benefit Plan for any purpose. No provision of this Section 6.06 shall require Parent, the Surviving Corporation or any successor in interest, of their respective Affiliates to make continue the employment of any parachute payments that will not be deductible under section 280G employee of the Code. Neither Phone nor Company or any Phone subsidiary is obligated to make reimbursement or gross-up payments to of the Company Subsidiaries for any person in respect to excess parachute paymentsspecific period of time following the Effective Date.

Benefit Plans. (i) With respect From the Effective Time until December 31, 1998, Acquiror shall cause the Surviving Corporation and its Subsidiaries to maintain for employees of the Phone Benefit Plans, no event has occurred Company and there exists no condition its Subsidiaries who as of the Effective Time become employed by the Surviving Corporation or set of circumstances, in connection with which Phone the Acquiror or any of its subsidiaries would be subject to any liability that individually or in their Subsidiaries (the aggregate would have a material adverse effect on Phone under the Employee Retirement Income Security Act of 1974, as amended ("ERISACovered Employees"), the Code or any other applicable law., (iia) Each Phone Benefit Plan has been administered salary and bonus opportunities (but explicitly excluding commissions and equity grant opportunities), (b) employee pension benefits in accordance with its terms, except for any failures so to administer any Phone Benefit Plan that individually or in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operated, and are, in compliance with the applicable provisions respect of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures plans intended to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify qualified under section Section 401(a) of the Code Code, (c) employee welfare benefits and each trust intended to qualify under section 501(a(d) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service broad-based severance plans (the items covered in (a) through (d) hereinafter referred to as "IRSDesignated Benefits") with respect to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefitsthat are no less favorable, the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Phone or any of its subsidiaries pending or, to the knowledge of Phone, threatened which may interfere with the respective business activities of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As of aggregate, than the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries Designated Benefits enjoyed by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting of any benefits under any Phone Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior to the Closing Date that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect Covered Employees immediately prior to the Closing Date. Effective Time. For purposes of all employee benefit plans, programs and arrangements maintained or contributed to by the Acquiror and its Subsidiaries (viiiincluding without limitation, the Surviving Corporation), the Acquiror shall, or shall cause its Subsidiaries to, cause each such plan, program or arrangement to treat the prior service with the Company and its Subsidiaries of each Covered Employee (to the same extent such service is recognized under analogous plans, programs or arrangements of the Company or its Subsidiaries immediately prior to the Effective Time) Except as service rendered to the Acquiror or its Subsidiaries, as the case may be, solely for purposes of eligibility to participate and for vesting thereunder. Following the Effective Time, the Acquiror shall cause the Surviving Corporation to cause any and all pre-existing condition limitations (to the extent such as would limitations did not have apply to a material adverse effect, there are no material unresolved claims or disputes pre-existing condition under the terms of, or in connection with, Compensation and Benefit Plans) and eligibility waiting periods under any Phone Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced health plans to be waived with respect to Covered Employees who, immediately prior to the Effective Time, participated in a health plan and their eligible dependents. All discretionary awards and benefits under any material claim. (ix) To the knowledge of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) employee benefit plans of the Code) involving any Phone Benefit Plan has occurred that could Acquiror shall be subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise). (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G the discretion of the Codepersons or committee administering such plans. The Acquiror shall honor, pursuant to the terms of the Company Compensation and Benefit Plans Previously Disclosed, and neither is a party to any agreement that under certain circumstances is reasonably likely the extent consistent with applicable law, all employee benefit obligations to obligate it, or any successor in interest, to make any parachute payments that will not be deductible under section 280G current and former employees of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute paymentsCompany under such plans.

Benefit Plans. (ia) With respect Prior to the Phone Benefit Plans, no event has occurred and there exists no condition or set of circumstances, in connection with which Phone or any of its subsidiaries would be subject to any liability that individually or in the aggregate would have a material adverse effect on Phone under the Employee Retirement Income Security Act of 1974, as amended ("ERISA")Effective Time, the Code or any other applicable law. (ii) Each Phone Benefit Plan has been administered in accordance with its termsCompany and each Company Subsidiary as the sponsoring employer under those employee welfare benefit plans, except for any failures so to administer any Phone Benefit Plan that individually or in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operatedemployee pension benefit plans, and are, in compliance with the applicable provisions of ERISA, the Code fringe benefit arrangements and all other applicable laws and the terms of all applicable collective bargaining agreementsbenefit programs (collectively, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) of the Code and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRSCompany Plans") with respect to each such Phone Benefit Plan as to its qualified status under which the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone Company or any of its subsidiaries to which Phone or any of its subsidiaries Subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Phone or any of its subsidiaries pending or, to the knowledge of Phone, threatened which may interfere with the respective business activities of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting of any benefits under any Phone Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior to the Closing Date that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect sponsoring employer immediately prior to the Closing DateEffective Time, shall adopt resolutions to cancel and terminate all Company Plans except those set forth on Schedule 4.18(a), effective as of the Effective Time so long as vested rights and benefits are not disturbed. Except as set forth on Schedule 4.18(a) or expressly contemplated by a separate agreement entered into by the Company and Mahaska on the date hereof, each Company Plan shall be cancelled and terminated by the Company or an applicable Company Subsidiary prior to the Effective Time without any liability or obligation of Mahaska or its subsidiaries hereafter. (viiib) Except such At or as would not have a material adverse effectpromptly as practicable after the Effective Time, there are no material unresolved claims or disputes under the terms ofMahaska shall provide, or cause an appropriate Mahaska Subsidiary to provide, as eligible in connection withaccordance with such plans, any Phone Benefit Plan (other than routine undisputed claims for benefits)to each employee of the Company, and no actionits wholly-owned Subsidiaries as of the Effective Time ("Company Employees") the opportunity to participate in each employee benefit and welfare plan (including but not limited to employee welfare benefit plans, legal employee pension benefit plans and fringe benefit arrangements) maintained by Mahaska or otherwisean appropriate Mahaska Subsidiary, has been commenced whichever is applicable, for similarly-situated employees provided that with respect to such plans maintained by Mahaska or a Mahaska Subsidiary, whichever is applicable, Company Employees shall be given full credit for their service with the Company and its Subsidiaries in determining participation in, eligibility for and vesting in benefits thereunder, and only with respect to severance and vacation plans, accrual of benefits; provided further, that except as specifically set forth in Section 4.18(c) hereinbelow Company Employees may be subject to any material claimwaiting periods or preexisting condition exclusions under the group health plan of Mahaska or any applicable Mahaska Subsidiary to the extent that such periods are longer or restrictions impose a greater limitation than the periods or limitations imposed under the applicable group health plan of the Company or an applicable Company Subsidiary; and provided further, that to the extent that the initial period of coverage for Company Employees under any plan of Mahaska or a Mahaska Subsidiary, whichever is applicable, that is an employee welfare benefit plan is not a full 12-month period of coverage, Company Employees shall be given credit under the applicable welfare plan for any deductibles and co-insurance payments made by such Company Employees under the corresponding welfare plan of the Company or an applicable Company Subsidiary during the balance of such 12-month period of coverage. Nothing in the preceding sentence shall obligate Mahaska or any Mahaska Subsidiary to provide or cause to be provided any duplicative or equivalent benefits as those provided under any Company Plan that is continued by Mahaska or a Mahaska Subsidiary. Moreover, this subsection 4.18(b) shall not constitute a contract of employment or create any rights of a Company Employee to be retained in employment at Mahaska or any Mahaska Subsidiary. (ixc) To Any separate agreement entered into by the knowledge Company and Mahaska on the date hereof relating to employee or director benefits is incorporated herein by reference and shall be deemed a part of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise)this Agreement. (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G of the Code, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, or any successor in interest, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute payments.

Benefit Plans. (ia) With respect Effective as of the Closing Date, and in the discretion of Parent, each full-time Employee shall either continue under the Company Benefit Plans or become eligible for and entitled to participate in Parent’s or Parent Bank’s benefit plans on the same terms and subject to the Phone Benefit Planssame conditions as all other similarly-situated employees of Parent and its subsidiaries. To the extent Employees participate in any Parent or Parent Bank benefit plans, no event has occurred and there exists no condition Parent shall make, or set of circumstancescause Parent Bank to make, in connection with which Phone or any of its subsidiaries would commercially reasonable efforts to ensure that Employees shall be subject to any liability that individually or in the aggregate would have given credit for amounts paid under a material adverse effect on Phone under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Code or any other applicable law. (ii) Each Phone corresponding Company Benefit Plan has during the plan year in which the Closing occurs for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of such Parent benefit plan for the plan year in which the Closing occurs. Parent shall use, and cause Parent Bank to use, its commercially reasonable efforts to cause any pre-existing condition limitations (as administered in accordance with its termsApplicable Law) under Parent’s and Parent Bank’s medical benefit plans to be waived to the extent such conditions have been waived under the Company’s health insurance plans. For purposes of determining eligibility to participate in and, except where applicable, vesting under any of Parent’s or Parent Bank’s applicable benefit plans or policies, each Employee shall receive past service credit for his or her prior employment with the Company or Company Subsidiary as if such Employee had then been employed by Parent or Parent Bank. Parent and Parent Bank reserve the right to change or terminate their employee benefit plans at any time, provided that such changes or termination apply to all similarly situated employees of Parent and Parent Bank and do not target Employees. (b) Any Employee who has or is party to any employment agreement, severance agreement, change in control agreement, phantom stock agreement or any other agreement or arrangement that provides for any failures so payment that may be triggered by the Merger or the Bank Merger (any such payment, a “Transaction Payment”) will receive the Transaction Payment from the Company to administer any Phone Benefit Plan the extent it is required to be paid under such agreement, provided that, on or before the Closing, to the extent consistent with the terms of the agreement under which the Transaction Payment is provided, the Company will take all steps necessary to ensure that in the event that the amounts of the Transaction Payment, either individually or in the aggregate would not have conjunction with a material adverse effect on Phone. The Phone Benefit Plans have been operatedpayment or benefit under any other plan, and are, in compliance with the applicable provisions agreement or arrangement that is aggregated for purposes of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or Section 280G (in the aggregate aggregate, “Total Payments”), would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) of the Code and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") with respect to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" constitute an “excess parachute payment” within the meaning of Section 3(37) 280G of ERISAthe Code that is subject to the Tax imposed by Section 4999 of such Code, then the amounts of the Transaction Payment shall be reduced such that the value of the Total Payments that each counterparty is entitled to receive shall be $1.00 less than the maximum amount which the counterparty may receive without becoming subject to the excise tax or resulting in a disallowance of a deduction of the payment of such amount under Section 280G of the Code. (ivc) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated If requested by applicable law or benefits, the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Phone or any of its subsidiaries pending or, to the knowledge of Phone, threatened which may interfere with the respective business activities of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting of any benefits under any Phone Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior to the Closing Date that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect immediately Parent at least 10 days prior to the Closing Date. , the Company shall take (viiior cause to be taken) Except all actions necessary or appropriate to terminate, effective as of the day immediately preceding the Closing Date (or such as would not have a material adverse effect, there are no material unresolved claims or disputes under the terms of, or in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefitsdate identified on Schedule 5.1(c)), and subject to delivery to Parent, at least five Business Days prior to the Closing Date, evidence that the Company Board has taken, or will take prior to the Closing Date, the necessary corporate action to terminate such Company Benefit Plans (the form and substance of which resolutions shall be subject to review and approval of Parent, which approval shall not be unreasonably withheld), effective no actionlater than the date required by this Section 5.1(c), legal or otherwise, has been commenced and where necessary such termination action shall provide for settlement and distribution of benefits in accordance with respect to any material claim. (ix) To the knowledge provisions of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwiseTreasury regulation Section 1.409A-3(j)(4)(ix)(B). (xd) Neither Phone nor Following the Effective Time, Parent or the applicable subsidiary of Parent shall cause the Employees to be covered by a severance plan, pursuant to which plan any Phone subsidiary Employees who incur a qualifying involuntary termination of employment within twelve months after the Closing Date will receive severance pay in accordance with the severance pay schedule set forth on Schedule 5.1(d). Notwithstanding the foregoing, no Employee eligible to receive severance benefits under an employment or other agreement shall be entitled to participate in the severance policy described in this Section 5.1(d). In connection with the foregoing, the Employees eligible to participate in the severance policy described in this Section 5.1(d) shall receive service credit for years of continuous service with the Company or any Company Subsidiary for purposes of determining the amount of any severance pay under such policy. (e) No provision of this Agreement is obligated to make any parachute payments as such term is defined in section 280G of the Code, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate itintended to, or does: (i) limit the ability of Company or Company Subsidiary to amend, modify, terminate, or adopt any successor in interestbenefit or compensation plan, program, policy, contract, agreement or arrangement, (ii) confer on any Person any right to make employment or service or continued employment or service or any parachute payments that will not be deductible under section 280G term or condition of employment or service, or (iii) limit Company or Company Subsidiary right to terminate the Code. Neither Phone nor employment or service of any Phone subsidiary is obligated to make reimbursement Person, including any Employee, at any time and for any or gross-up payments to any person in respect to excess parachute paymentsno reason.

Benefit Plans. To the extent permitted by applicable Law, Lova will cause each benefit plan of Lova or an applicable Lova Subsidiary in which any Continuing Employee participates that is a health or welfare benefit plan (collectively, “Lova’s Benefit Plans”) to (i) With waive all limitations as to preexisting conditions, exclusions and service conditions with respect to participation and coverage requirements applicable to Continuing Employees, other than limitations that were in effect with respect to such Continuing Employees as of the Phone Benefit Plans, no event has occurred and there exists no condition or set of circumstances, in connection with which Phone or any of its subsidiaries would be subject to any liability that individually or in the aggregate would have a material adverse effect on Phone Business Transfer Date under the Employee Retirement Income Security Act of 1974corresponding Compensation and Benefit Plan, as amended ("ERISA"), the Code or any other applicable law. (ii) Each Phone honor any payments, charges and expenses of such Continuing Employees (and their eligible dependents) that were applied toward the deductible and out-of-pocket maximums under the corresponding Compensation and Benefit Plan has been administered in accordance with its termssatisfying any applicable deductibles, except for any failures so to administer any Phone out-of-pocket maximums or co-payments under a corresponding Lova’s Benefit Plan that individually or during the same plan year in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operatedwhich such payments, charges and expenses were made, and are, in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) of the Code and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS"iii) with respect to each any medical plan, waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Continuing Employee following the Business Transfer Date to the extent such Phone Benefit Plan as to its qualified status employee had satisfied any similar limitation under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter corresponding Compensation and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Phone or any of its subsidiaries pending orAdditionally, to the knowledge extent that any Continuing Employee has begun a course of Phone, threatened which may interfere treatment with the respective business activities of Phone a physician or any of its subsidiaries, except where such dispute, strike or work stoppage individually or other service provider who is considered “in the aggregate would not have network” under a material adverse effect on Phone. As of the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, Compensation and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting of any benefits under any Phone Benefit Plan as a result and such course of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee treatment is not completed prior to the Closing Date that is not materially in accordance Distribution, Lova will undertake with commercially reasonable diligence to arrange for transition care, whereby such Continuing Employee may complete the applicable course of treatment with the written or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect immediately prior to the Closing Date. (viii) Except such as would not have a material adverse effect, there are no material unresolved claims or disputes under the terms of, or in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced with respect to any material claim. (ix) To the knowledge of Phone, no nonpre-exempt "prohibited transaction" (within the meaning of section 4975(c) of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty transaction physician or other cost or liability (by indemnification or otherwise)service provider at “in network” rates. (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G of the Code, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, or any successor in interest, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute payments.

Benefit Plans. Following the Effective Time, Parent shall cause service performed by current employees for the Company and its Subsidiaries (iand any predecessor entities) With respect to be taken into account for purposes of eligibility and vesting (but not for purposes of pension benefit accrual), and for purposes of determining severance (to the Phone Benefit Plansextent applicable), no event has occurred vacation and there exists no condition other paid time off entitlements (to the extent applicable), under the benefit plans of Parent and its Subsidiaries in which employees of the Company participate to the extent such service was credited by the Company and its Subsidiaries under similar benefit plans; provided, however, that Parent or set its Subsidiaries may provide that such employees continue to participate in any Employee Plan or International Plan following the Effective Time until such practicable date as they commence participation in an applicable benefit plan of circumstances, in connection with which Phone Parent or any of its subsidiaries would be subject to any liability that individually or in Subsidiaries. Company employees who, as of the aggregate would have a material adverse effect on Phone Effective Time, are eligible for sabbaticals under the Employee Retirement Income Security Act Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of 1974absence, to the extent earned as amended of the Effective Time, under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the terms of such policy. When employees of the Company become eligible to participate in a medical, dental or health plan of Parent, to the extent permissible under the applicable benefit plan, Parent shall cause each such plan to ("ERISA")i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health or dental plans of the Code or any other applicable law. Company and (ii) Each Phone Benefit Plan has been administered in accordance with its terms, except for waive any failures so waiting period limitation or evidence of insurability requirement which would otherwise be applicable to administer any Phone Benefit Plan that individually such employee on or in after the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operated, and are, in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) of the Code and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") with respect to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as Effective Time to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact extent such employee had satisfied any similar limitation or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Phone or any of its subsidiaries pending or, to the knowledge of Phone, threatened which may interfere with the respective business activities of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting of any benefits requirement under any Phone Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee analogous Company plan prior to the Closing Date that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect immediately prior to the Closing DateEffective Time. (viii) Except such as would not have a material adverse effect, there are no material unresolved claims or disputes under the terms of, or in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced with respect to any material claim. (ix) To the knowledge of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise). (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G of the Code, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, or any successor in interest, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute payments.

Benefit Plans. (ia) With As soon as administratively practicable after the Effective Time, Parent shall take all reasonable action so that employees of the Company and its Subsidiaries shall be entitled to participate in each employee benefit plan, program or arrangement of Parent of general applicability (the "Parent Benefits Plans") to the same extent as similarly-situated employees of Parent and its Subsidiaries (it being understood that inclusion of the employees of the Company and its Subsidiaries in the Parent Benefits Plans may occur at different times with respect to different plans.) Parent shall cause each Parent Benefits Plan in which employees of the Phone Benefit PlansCompany and its Subsidiaries are eligible to participate to take into account for purposes of eligibility and vesting thereunder the service of such employees with the Company and its Subsidiaries to the same extent as such service was credited for such purpose by the Company. Nothing herein shall limit the ability of Parent to amend or terminate any of the Company's Benefits Plans in accordance with their terms at any time. (b) At and following the Effective Time, no event has occurred Parent shall honor, and there exists no condition or set of circumstancesthe Surviving Corporation shall continue to be obligated to perform, in connection accordance with their terms, all benefit obligations to, and contractual rights of, current and former employees of the Company and its Subsidiaries existing as of the Effective Date, as well as all employment, severance or change-in-control agreements of the Company and its Subsidiaries which Phone are Previously Disclosed to Parent. (c) If employees of the Company or any of its subsidiaries would be subject Subsidiaries become eligible to participate in a medical, dental or health plan of Parent, Parent shall cause each such plan to (i) waive any liability that individually or in preexisting condition limitations to the aggregate would have a material adverse effect on Phone extent such conditions covered under the Employee Retirement Income Security Act applicable medical, health or dental plans of 1974Parent, as amended ("ERISA")ii) honor under such plans any deductible, co-payment and out-of-pocket expenses incurred by the Code employees and their beneficiaries during the portion of the calendar year prior to such participation and (iii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time in each case to the extent such employee had satisfied any other applicable lawsimilar limitation or requirement under an analogous Plan prior to the Effective Time. (iid) Each Phone Benefit Plan has been administered For a period of six months following the Effective Time, Parent or Parent Bank, at their sole cost and expense, shall provide all employees of the Company and its Subsidiaries whose employment was terminated other than for cause, disability or retirement at or following the Effective Time, and who so desires, job counseling and outplacement assistance services in accordance with its termsParent's employment policies and practices, except for any failures so to administer any Phone Benefit Plan that individually or shall assist such employees in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operated, locating new employment and are, in compliance with the applicable provisions of ERISA, the Code and shall notify all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures such employees who want to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) so notified of the Code and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") opportunities for positions with respect to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone Parent or any of its subsidiaries Subsidiaries for which Parent reasonably believes such persons are qualified and shall consider any application for such positions submitted by such persons, provided, however, that any decision to which Phone or offer employment to any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Phone or any of its subsidiaries pending or, to the knowledge of Phone, threatened which may interfere with the respective business activities of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or person shall be made in the aggregate would not have a material adverse effect on Phone. As sole discretion of the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writingParent. (vie) No All employees of the Company or a Company Subsidiary as of the Effective Time shall become employees of a Parent Subsidiary as of the Effective Time, and Parent or a Parent Subsidiary will use its reasonable best efforts to give such persons (other than any such person who is party to an employment agreement or a severance agreement) at least four weeks prior written notice of any job elimination after the Effective Time for a period of 90 days following the Effective Time. Subject to such four-week notice requirement, Parent or a Parent Subsidiary shall have no obligation to continue the employment of any such person and nothing contained herein shall give any employee of Phone the Company or any Phone subsidiary will a Company Subsidiary the right to continue employment with Parent or a Parent Subsidiary after the Effective Time. An employee of the Company or a Company Subsidiary (other than an employee who is party to an employment agreement or a severance agreement) whose employment is involuntarily terminated other than for cause following the Effective Time shall be entitled to any material paymentreceive severance payments in accordance with, additional benefits or any acceleration of and to the time of payment or vesting of any benefits under any Phone Benefit Plan as a result of extent provided in, the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment Parent employee severance plan with respect to any aspect the Transactions, a copy of any Phone Benefit Plan which the Company acknowledges has been made provided to employees of Phone or any Phone subsidiaries it by an authorized Phone employee prior to the Closing Date that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect immediately prior to the Closing DateParent. (viii) Except such as would not have a material adverse effect, there are no material unresolved claims or disputes under the terms of, or in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced with respect to any material claim. (ix) To the knowledge of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise). (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G of the Code, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, or any successor in interest, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute payments.

Benefit Plans. (a) For a period of not less than twelve (12) months after the Effective Time, Parent agrees to cause the Surviving Corporation (i) With respect to maintain the Phone Benefit Plans, base salary or base wages of the employees of the Company and its Subsidiaries that are no event has occurred less favorable than the base salary or base wages in effect for each such employee on the date of this Agreement; and there exists no condition or set of circumstances(ii) to maintain employee benefits (other than equity-based plans) that are, in connection with which Phone or any of its subsidiaries would be subject the aggregate, at least substantially comparable to any liability that individually or either (x) the Employee Benefit Plans (other than equity-based plans) in the aggregate would have a material adverse effect on Phone under the Employee Retirement Income Security Act date of 1974this Agreement or (y) employee benefits (other than equity-based plans) in effect for similarly situated employees of Parent, as amended ("ERISA"), the Code or any other applicable lawat Parent’s election. (iib) Each Phone Benefit Plan has been administered In addition to the agreement set forth in Section 6.6(a), from and after the Effective Time, Parent shall cause the Company or the Surviving Corporation, as applicable, to honor in accordance with its terms, except for any failures so to administer any Phone Benefit Plan that individually or their respective terms (as in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operated, and are, in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) of the Code and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") with respect to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of the date of this Agreement, there is no labor disputeincluding any amendment or termination provisions thereof), strike or work stoppage against Phone or any of its subsidiaries pending orall the Company’s employment, to the knowledge of Phoneseverance, threatened which may interfere with the respective business activities of Phone or any of its subsidiarieschange in control, except where such disputeretention, strike or work stoppage individually or transition and termination agreements, in the aggregate would not have a material adverse effect on Phone. As each case as disclosed in Section 6.6(b)(i) of the date of this AgreementDisclosure Schedule, including any change in control provisions contained therein. In addition, Parent shall cause the Surviving Corporation to honor the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation obligations of the respective businesses Company under the existing indemnification agreements between the Company and its directors and officers set forth on Section 6.6(b)(ii) of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writingDisclosure Schedule. (vic) No In the event that the employment of an employee who was an employee of Phone the Company or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting of any benefits under any Phone Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior to the Closing Date that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect its Subsidiaries immediately prior to the Closing Date. (viii) Except such as would not have a material adverse effect, there are no material unresolved claims Effective Time is terminated by Parent or disputes under the terms of, or in connection with, Surviving Corporation for any Phone Benefit Plan (reason other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced with respect to any material claim. “Cause” (ix) To the knowledge of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise). (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G of the CodeAmended and Restated NetSpend Holdings, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate itInc. 2004 Equity Incentive Plan) within 90 days following the Closing Date, Parent shall or any successor in interestshall cause the Surviving Corporation, as applicable, to make a payment in a single lump-sum, within fifteen (15) days of the date of termination, to such terminated employee equal to the annual cash bonus amount that is properly accrued on the books of the Surviving Corporation in the ordinary course consistent with past practices in accordance with the terms of the NetSpend Holdings, Inc. 2013 Bonus Program with respect to such employee as of the date of termination, subject to applicable withholding taxes. (d) To the extent that employees of the Company and its Subsidiaries become eligible to participate in any parachute payments employee benefit plan, program or arrangement maintained by Parent or any of its Subsidiaries (including any severance plan), then for all purposes, including determining eligibility to participate, vesting, early retirement and benefit accrual, service with the Company or any of its Subsidiaries prior to the Effective Time shall be treated as service with Parent or any of its Subsidiaries; provided, however, that will such service shall not be deductible recognized (i) for purposes of benefit accrual and eligibility for early retirement under section 280G any defined benefit plan, (ii) eligibility for retiree welfare benefit plans, or (iii) to the extent that such recognition would result in any duplication of benefits. In addition, all such plans shall waive any pre-existing conditions, actively-at-work exclusions and waiting periods with respect to participation by and coverage of such employees to the extent such conditions, exclusions and waiting periods were satisfied or waived under the applicable Company plan and shall provide that any expenses, co-payments, and deductibles paid or incurred during the applicable plan year on or before the Effective Time by or on behalf of any such employees shall be taken into account under applicable Parent benefit plans for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions. (e) On and after the date hereof, no future offering periods will be commenced under the Company’s Employee Stock Purchase Plan. The Company shall terminate the Employee Stock Purchase Plan immediately prior to the Effective Time. With respect to the offering period in progress as of the Code. Neither Phone nor any Phone subsidiary date hereof, no new participants shall be permitted to commence participation in the plan, no current participant shall be permitted to increase his or her contributions to the plan, and, at the earlier of the conclusion of the offering period and immediately prior to the Effective Time, accumulated contributions will be applied to the purchase of Common Stock in accordance with the plan’s terms (and such Common Stock will be converted into the Merger Consideration in accordance with Section 2.1). (f) The provisions of this Section 6.6 are for the sole benefit of the parties to this Agreement and nothing herein, expressed or implied, is obligated intended or shall be construed to make reimbursement confer upon or gross-up payments give to any person in Person (including for the avoidance of doubt any employees of the Company and its Subsidiaries), other than the parties hereto and their respective permitted successors and assigns, any legal or equitable or other rights or remedies, with respect to excess parachute paymentsthe matters provided for in this Section 6.6 under or by reason of any provision of this Agreement. Nothing in this Agreement, including the provisions of this Section 6.6, shall be considered, or deemed to be, an amendment to or modification of any Employee Benefit Plans or any other agreements for purposes of ERISA or otherwise. (g) The Company agrees to terminate, immediately prior to the Effective Time, the employment of the executives set forth on Section 6.6(g) of the Disclosure Schedule, and shall provide to Parent for its review and reasonable approval, within a reasonable time prior to termination of the executives, all severance agreements, releases and other documents relating to such termination of employment to the extent they differ from the terms of the employment agreements of the terminated executives in effect prior to the date hereof. Parent agrees to treat, and shall cause the Company to treat, the terminations of employment pursuant to this Section 6.6(g) as “terminations without cause” by the Company for purposes of the employment agreements of the terminated executives. Parent also acknowledges that each Option and Restricted Share held by a terminated executive shall become fully vested immediately prior to the effectiveness of termination of employment in accordance with an amendment to the awards made to such executives.

Benefit Plans. (ia) With respect For a period of one year after the Effective Time, Parent shall provide benefits to employees of the Phone Benefit Plans, no event has occurred Company and there exists no condition or set of circumstances, in connection with which Phone or any of its subsidiaries would be subject to any liability the Company Subsidiaries that individually or are substantially comparable in the aggregate would have a material adverse to those in effect on Phone under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Code or any other applicable law. (ii) Each Phone Benefit Plan has been administered in accordance with its terms, except for any failures so to administer any Phone Benefit Plan that individually or in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operated, and are, in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) of the Code and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") with respect to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of on the date of this Agreement. (b) With respect to any “employee benefit plan”, there is as defined in Section 3(3) of ERISA, maintained by Parent or any Parent Subsidiary in which employees of the Company or any Company Subsidiary participate after the Effective Time, service with the Company or any Company Subsidiary shall be treated as service with Parent or the Parent Subsidiaries for purposes of determining eligibility to participate and vesting (but not for purposes of benefit accrual or level of benefits); provided, however, that such service shall not be recognized to the extent that such recognition would result in any duplication of benefits. For the avoidance of doubt, no labor disputeemployee of the Company or any Company Subsidiary will be entitled to receive benefits or credits under formulae applicable to employees of Parent or any Parent Subsidiary hired prior to January 1, strike 2001. (c) Parent shall waive, or work stoppage against Phone cause to be waived, any pre-existing condition limitation under any welfare benefit plan maintained by Parent or any of its subsidiaries pending oraffiliates (other than the Company) in which employees of the Company and the Company Subsidiaries and their eligible dependents) will be eligible to participate from and after the Effective Time, except to the knowledge of Phone, threatened which may interfere with extent that such pre-existing condition limitation would have been applicable under the respective business activities of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting of any benefits under any Phone Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior to the Closing Date that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect Company welfare benefit plan immediately prior to the Closing Date. Effective Time. Parent shall recognize, or cause to be recognized, the dollar amount of all expenses incurred by each Company employee (viiiand his or her eligible dependents) Except during the calendar year in which the Effective Time occurs for purposes of satisfying such as would not have a material adverse effect, there are no material unresolved claims or disputes year’s deductible and co-payment limitations under the terms of, or relevant welfare benefit plans in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefits), which they will be eligible to participate from and no action, legal or otherwise, has been commenced with respect after the Effective Time to any material claimthe extent such amounts were so recognized under the comparable Company welfare benefit plan immediately prior to the Effective Time. (ix) To the knowledge of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise). (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G of the Code, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, or any successor in interest, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute payments.

Benefit Plans. (i) With respect to The Surviving Corporation shall assume the Phone Company Employee Benefit Plans, no event has occurred Plans as of the Effective Time and there exists no condition or set of circumstances, in connection with which Phone or any of its subsidiaries would be subject to any liability that individually or in the aggregate would have a material adverse effect on Phone under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Code or any other applicable law. (ii) Each Phone Benefit Plan has been administered operate such plans in accordance with its their respective terms, except and the Company shall take any steps necessary to permit such assumption. Acquired Employees shall continue after the Effective Time to participate in such assumed Company Employee Benefit Plans. At such time as determined by Parent or the Surviving Corporation with Parent’s approval, Acquired Employees shall participate in Parent’s compensation, severance, bonus, stock option and other incentive plans for any failures so which they are eligible pursuant to administer any Phone Benefit Plan that individually the terms and conditions of such plans, or in similar plans maintained by the aggregate would not have a material adverse effect on PhoneSurviving Corporation, in each case consistent with the participation offered to Parent’s employees holding similar positions. The Phone Benefit Plans have been operatedEach such plan shall grant credit to each Acquired Employee for all service prior to the Effective Time with the Company (including any predecessors) for purposes of vesting, eligibility to participate, and areeligibility for early retirement subsidies and vacation time, in compliance with the applicable provisions but not for purposes of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreementsbenefit accrual, except for any failures to as provided in Section 5.2(d). No Acquired Employee shall be in such compliance that individually simultaneously covered under similar employee benefit plans of Parent or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) Surviving Corporation and of the Code and each trust intended Company. Nothing in this Section 5.2 shall restrict in any manner the right of Parent or the Surviving Corporation to qualify under section 501(a) of the Code has either received a favorable determination, opinion amend or advisory letter from the Internal Revenue Service (the "IRS") with respect to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make terminate any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone assumed Company Employee Benefit Plan or the exempt status to modify any compensation arrangement of any such trust. Acquired Employee for any reason at any time (iii) No Phone Benefit Plan is in each case subject to Title IV the provisions of ERISA or is a "multiany written employment contracts); provided, however, that the post-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical retirement health benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As plans of the date of this Agreement, there is no labor dispute, strike or work stoppage against Phone or any of its subsidiaries pending or, to Company shall be continued unchanged (except as required by law) at least until the knowledge of Phone, threatened which may interfere with the respective business activities of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As earlier of the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation third anniversary of the respective businesses of Phone Effective Time or any of its subsidiariesthe date on which Parent terminates all post-retirement health benefits plan; and provided, further, that the severance and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration retention benefit plans of the time of payment or vesting of any benefits under any Phone Benefit Plan Company shall be continued unchanged (except as a result required by law) at least until the first anniversary of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employment)Effective Time. (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior to the Closing Date that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect immediately prior to the Closing Date. (viii) Except such as would not have a material adverse effect, there are no material unresolved claims or disputes under the terms of, or in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced with respect to any material claim. (ix) To the knowledge of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise). (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G of the Code, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, or any successor in interest, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute payments.

Benefit Plans. (ia) With respect to Parent will and hereby does, from and after the Phone Effective Time, assume and comply with the Benefit Plans, and Parent agrees to assume, honor and perform the Company’s and its subsidiaries’ obligations under such plans and agreements in accordance with their terms. Parent will (1) for at least one (1) year following the Effective Time, provide then current employees of the Company and its subsidiaries with base salary, wages, or commission rates (as applicable) that are at least at the same levels as the base salary, wages or commission rates in effect with respect to such employees on the date hereof and with employee benefits (excluding any defined benefit pension, and equity-based compensation and benefits) that are no event has occurred and there exists no condition or set of circumstancesless favorable, in connection the aggregate, than those provided by the Company and its subsidiaries on the date hereof, (2) for the fiscal years ending December 31, 2010 and December 31, 2011, provide then current employees of the Company and its subsidiaries with annual cash incentive compensation opportunities that are equal to the annual cash incentive compensation opportunities provided by Parent to its similarly situated employees from time to time and (3) until the second anniversary of the Effective Time, provide severance benefits that are equal to the severance benefits provided by Parent to its similarly situated employees from time to time. (b) In addition, Parent will (1) cause each employee benefit plan or program or service-based policy of Parent and its subsidiaries (including the Company) in which Phone employees of the Company and its subsidiaries are eligible to participate to give credit for all years of service with the Company or any of its subsidiaries and their predecessors prior to the Effective Time for the purpose of eligibility, vesting and benefit accruals (other than benefit accruals under a defined benefit pension plan that would result in duplication of benefits) and levels of benefits thereunder, (2) cause any and all pre-existing condition limitations (to the extent that such limitations did not apply to a pre-existing condition under comparable Benefit Plans) and eligibility waiting periods under group health plans of Parent and its subsidiaries to be subject waived with respect to employees of the Company and its subsidiaries who remain as employees of Parent or its subsidiaries (and their eligible dependents) and (3) cause to be credited any liability co-payments, deductibles or out-of-pocket expenses incurred by employees of the Company and its subsidiaries and their beneficiaries and dependents during the portion of the calendar year prior to their participation in Parent’s or its subsidiaries’ health plans with the objective that individually there be no double-counting during the year in which the Closing Date occurs of such co-payments, deductibles or in the aggregate would have a material adverse effect on Phone under the Employee Retirement Income Security Act of 1974out-of-pocket expenses. Parent agrees to assume and honor, as amended ("ERISA")or to cause to be assumed and honored, the Code or any other applicable law. (ii) Each Phone Benefit Plan has been administered in accordance with its their terms, except for any failures so to administer any Phone Benefit Plan that individually all vested or in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operatedaccrued benefit obligations to, and arecontractual rights of, in compliance with the applicable provisions of ERISA, the Code current and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) former employees of the Code Company and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") with respect to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Phone or any of its subsidiaries pending or, to the knowledge of Phone, threatened which may interfere with the respective business activities of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement, to the knowledge of Phone, none of Phone, including any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting of any benefits under any Phone Benefit Plan rights arising as a result of the transactions contemplated by this Agreement Plan (either alone or in conjunction combination with any other event such as event). It is specifically understood and agreed by the parties that the transactions contemplated by this Plan will constitute a termination “change in control” of employment)the Company for purposes of all Benefit Plans. (viic) To the knowledge of Phone, no material oral or written representation or commitment The Company and Parent acknowledge and agree that all provisions contained herein with respect to employees, officers, directors, consultants, and independent contractors are included for the sole benefit of the Company and Parent and shall not create any aspect of right (1) in any Phone other person, including Benefit Plan has been made to employees of Phone Plans or any Phone subsidiaries by an authorized Phone employee prior beneficiary thereof or (2) to the Closing Date that is not materially in accordance continued employment with the written Parent. Nothing in this section shall constitute an amendment to a benefit or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect immediately prior to the Closing DatePlan. (viii) Except such as would not have a material adverse effect, there are no material unresolved claims or disputes under the terms of, or in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced with respect to any material claim. (ix) To the knowledge of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise). (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G of the Code, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, or any successor in interest, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute payments.

Benefit Plans. (a) Until August 1, 2006, Parent and Opco shall either (i) With respect maintain or cause the Surviving Corporation (or in the case of a transfer of all or substantially all the assets and business of the Surviving Corporation, its successors and assigns) to maintain the Company Benefit Plans (other than plans providing for the issuance of Company Capital Stock or other equity-based compensation) at the benefit levels in effect on the date of this Agreement or (ii) provide or cause the Surviving Corporation (or, in such case, its successors or assigns) to provide benefits to employees of the Company and the Company Subsidiaries that, taken as a whole, are not materially less favorable in the aggregate to such employees than those provided to them prior to the Phone Benefit PlansEffective Time. Following the Effective Time, no event has occurred Parent and there exists no condition Opco shall provide or set cause the Surviving Corporation to provide the benefits described in Section 6.04(a) of circumstances, the Company Disclosure Letter to the persons and on the terms disclosed in connection with which Phone such section of the Company Disclosure Letter. Nothing in this Section 6.04(a) shall be deemed to prevent the Surviving Corporation or any of its subsidiaries would be subject to from making any liability that individually or in the aggregate would have a material adverse effect on Phone under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Code or any other change required by applicable lawLaw. (iib) Each Phone Benefit Plan has been administered From and after the Effective Time, Parent and Opco shall, and shall cause the Surviving Corporation to, honor in accordance with its terms, except for any failures so to administer any Phone Benefit Plan that individually or their respective terms (as in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operatedthe date of this Agreement), all the Company’s existing employment, severance and aretermination agreements, plans and policies. (c) With respect to any “employee benefit plan”, as defined in compliance with the applicable provisions Section 3(3) of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) of the Code and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") with respect to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated maintained by applicable law or benefits, the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone Parent or any of its subsidiaries (including any severance plan), for all purposes, including determining eligibility to which Phone participate, level of benefits and vesting, service with the Company or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone Company Subsidiary shall, to the extent permitted under applicable Law, be treated as service with Parent or any of its subsidiaries. As . (d) To the extent permitted by applicable Law, Parent and Opco shall waive, or cause to be waived, any pre-existing condition limitation under any welfare benefit plan maintained by Parent or any of its affiliates (other than the Company) in which employees of the Company and the Company Subsidiaries (and their eligible dependents) will be eligible to participate from and after the Effective Time, except to the extent that such pre-existing condition limitation would have been applicable under the comparable Company welfare benefit plan immediately prior to the Effective Time. To the extent permitted by applicable Law, Parent and Opco shall recognize, or cause to be recognized, the dollar amount of all expenses incurred by each Company 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) Immediately prior to the Effective Time, if the Effective Time occurs before the date the fiscal year 2005 bonuses for employees of the Company are determined, the Company, in consultation with Parent, may determine the bonuses to be paid to employees of the Company for fiscal year 2005, consistent with past practice, pursuant to any Contract, any Company Benefit Plan, or any amounts (not to exceed the amount specified in Section 6.04(e) of the Company Disclosure Letter) awarded by the Board of Directors prior to the execution of this Agreement, there is no labor dispute, strike or work stoppage against Phone or any of its subsidiaries pending or, to and the knowledge of Phone, threatened which Company may interfere with pay such amounts. If the respective business activities of Phone or any of its subsidiaries, except where Company has not paid such dispute, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting of any benefits under any Phone Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee amounts prior to the Closing Date that is not materially in accordance with Effective Time, then, promptly following the written Effective Time, Opco or otherwise preexisting terms and provisions of the Surviving Corporation shall pay such Phone Benefit Plans in effect immediately prior amounts to the Closing Datesuch employees. (viii) Except such as would not have a material adverse effect, there are no material unresolved claims or disputes under the terms of, or in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced with respect to any material claim. (ix) To the knowledge of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise). (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G of the Code, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, or any successor in interest, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute payments.

Benefit Plans. Prior to the Closing Date, the Company shall have (i) With respect to the Phone Benefit Plans, no event has occurred and there exists no condition or set of circumstances, in connection with which Phone or any of its subsidiaries would be subject to any liability that individually or in the aggregate would have a material adverse effect on Phone under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Code or any other applicable law. (ii) Each Phone Benefit Plan has been administered in accordance with its terms, except for any failures so to administer any Phone Benefit Plan that individually or in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operated, and are, in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) of the Code and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") with respect to each the Benefit Plans sponsored by the Company as set forth in SCHEDULE 3.10(a)(1), (2), (3), (4) AND (11) THROUGH (23) (the "COMPANY PLANS"), terminated the participation in any such Phone Benefit Company Plan as to its qualified status under of any individual who is not an employee of the CodeCompany, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as (ii) with respect to the qualified status of each Phone Benefit Plan. To Company Plan set forth in SCHEDULE 3.10(a)(4), timely amended such Company Plan to lower the knowledge of Phonehealth care spending account maximum annual election for the 2004 plan year to $3,600, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. and (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefitsthe Company Plan set forth in SCHEDULE 3.10(a)(13), the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or prepared and made any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Phone or any of its subsidiaries pending ornecessary 5500 filings and, to the knowledge extent necessary, entered into the Department of PhoneLabor Delinquent Filers Voluntary Compliance Program to assure plan compliance. The Purchaser shall, threatened in its sole discretion, decide (i) whether benefits for the Employees shall be provided under benefit plans designated by the Purchaser which may interfere are maintained by the Purchaser and its Affiliates for their employees (each a "PURCHASER PLAN") or (ii) whether such benefits shall continue to be provided under one or more of the Company Plans. The Shareholder shall cause the Company and the Subsidiaries to cooperate with the respective business activities of Phone or any of its subsidiariesPurchaser, except where such dispute, strike or work stoppage individually or in and the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection Purchaser shall cooperate with the operation of Company and the respective businesses of Phone or any of its subsidiariesSubsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries in making arrangements to terminate on the Closing Date those Company Plans designated by the National Labor Relations Board or Purchaser and any comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting of any benefits under any Phone Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment contracts with respect to any aspect the provision of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior to the Closing Date that is not materially benefits under such Company Plans, in accordance with the written or otherwise preexisting terms and provisions of such Phone Benefit Company Plans and contracts. Notwithstanding the foregoing, in effect immediately prior the event that arrangements cannot be made to ensure that termination of a Company Plan (which is to be replaced in whole or in part by a corresponding Purchaser Plan) cannot occur without a period of non-coverage or interruption in coverage, then arrangements for the termination of such Company Plan shall not occur until it is ensured that there will be no period of non-coverage or interruption of coverage in the transition from the applicable Company Plan to the Closing Date. (viii) Except corresponding Purchaser Plan. The Purchaser shall waive any waiting periods for coverage under a Purchaser Plan which replaces a Company Plan for Employees covered under such as would not have a material adverse effect, there are no material unresolved claims or disputes replaced Company Plan. The Purchaser shall credit the Employees with any amounts credited under the terms Company's medical plan toward an out-of, or in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced -pocket maximum with respect to any material claim. (ix) To satisfaction of an out-of-pocket maximum under Purchaser's medical plan. The Purchaser shall also cause the knowledge of Phone, no non-exempt "prohibited transaction" (within Company and the meaning of section 4975(c) Subsidiaries to continue to recognize and honor each Employee's accrued but unused vacation days as of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise). (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined Closing Date and in section 280G the event of the Code, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, or any successor in interestan Employee's termination of employment, to make provide for payment of any parachute payments that will not be deductible under section 280G such accrued vacation days which remain unused and to which the Employee remains entitled upon termination of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute paymentsemployment.

Benefit Plans. To the extent that any employee benefit plan or arrangement is made available by Buyer or the Company to any Employees following the Closing Date, (i) With respect to Buyer shall, or shall cause the Phone Benefit PlansCompany to, no event has occurred and there exists no condition or set of circumstances, in connection with which Phone or any of its subsidiaries would be subject to any liability that individually or in grant all such Employees after the aggregate would have a material adverse effect on Phone under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Code or any other applicable law. (ii) Each Phone Benefit Plan has been administered in accordance with its terms, except Closing Date credit for any failures so to administer any Phone Benefit Plan that individually or in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operated, and are, in compliance all service with the applicable provisions of ERISA, the Code Company and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) of the Code and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") with respect to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Phone or any of its subsidiaries pending or, to the knowledge of Phone, threatened which may interfere with the respective business activities of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting of any benefits under any Phone Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee predecessors prior to the Closing Date that is not materially in accordance with the written or otherwise preexisting terms for all purposes for which such service was recognized by Seller and provisions of such Phone Benefit Plans in effect immediately prior to the Closing Date. its Affiliates; and (viiiii) Except such as would not have a material adverse effect, there are no material unresolved claims or disputes under the terms of, or in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced with respect to any material claim. (ix) To the knowledge of Phone, no non-exempt "prohibited transactionEmployee Benefit Welfare Plan" (within the meaning of section 4975(c) of the Code) involving any Phone Benefit Plan has occurred as that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise). (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G Section 3(1) of ERISA), Buyer shall, or shall cause the Company to, waive any waiting periods, pre-existing condition exclusions and actively-at-work requirements and provide that any expenses incurred on or before the Closing Date by a covered Employee or a covered Employee's covered dependent shall be taken into account for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions. Buyer expressly agrees that the Company or Buyer shall continue to maintain the Taylor Publishing Company Pension Plan For Hourly Paid Employees (th▇ "▇▇▇rly Pension Plan") on substantially the same terms as it was constituted on the Closing Date, except as may otherwise be required by applicable Law and/or the terms of any applicable collective bargaining agreement, with plan administrators and other fiduciaries as shall be determined and selected by Buyer pursuant to the terms of the CodeHourly Pension Plan. The Hourly Pension Plan shall not be terminated, and neither is a party accruals thereunder may not be halted or frozen, prior to the expiration of the term (and any extensions thereof) of the collective bargaining agreement that under certain circumstances is reasonably likely to obligate itcovering participants in the Hourly Pension Plan who are active employees of the Company on the Closing Date, or any successor in interest, to make any parachute payments that will not be deductible under section 280G the first anniversary of the CodeClosing Date, whichever event last occurs. Neither Phone nor any Phone subsidiary As soon as practicable after the Closing Date, Seller shall cause, or use its best efforts to effectuate, the transfer of the assets of the Hourly Pension Plan out of the Insilco Corporation Master Trust and into a trust newly established by the Company as is obligated to make reimbursement or grossnecessary for the purposes of holding the assets of the Hourly Pension Plan, provided that the Company provides Seller with sufficient evidence of the tax-up payments to any person in respect to excess parachute paymentsexempt status of the newly established trust.

Benefit Plans. (i) With respect At or prior to the Phone Benefit PlansEffective Time, the Company and/or Company Bank shall take all necessary actions to terminate the 1st State Bancorp, Inc. Employee Stock Ownership Plan ("ESOP"). If requested by the Buyer, the Company and/or Company Bank (1) distributed to participants and beneficiaries; or (2) transferred to an eligible individual retirement account. Prior to the Effective Time, the Company and, following the Effective Time, the Buyer shall use their respective reasonable best efforts in good faith to obtain such favorable determination letter (including, but not limited to, making such changes to the ESOP and the proposed allocations described herein as may be requested by the IRS as a condition to its issuance of a favorable determination letter). The Buyer will adopt such additional amendments to the ESOP as may be reasonably required by the IRS subsequent to the Effective Time as a condition to granting such favorable determination and termination letters provided that such amendments do not substantially change the terms outlined herein or would result in an additional material liability to the Buyer. Neither Company nor the Buyer shall make any distributions from the ESOP except as may be required by applicable Law until receipt of such favorable determination letter. Prior to the Effective Time, no event has occurred prepayments shall be made on the ESOP loan; provided, however, that regular contributions to the ESOP and there exists no condition or set of circumstances, in connection payments on the ESOP loan may be made consistent with which Phone or any of its subsidiaries would be subject to any liability that individually or in past practices on the aggregate would have a material adverse effect on Phone under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Code or any other applicable lawregularly scheduled payment dates. (ii) Each Phone Benefit Prior to December 31, 2005 but following the Company's meeting of shareholders at which such shareholders vote to approve this Agreement and the transactions contemplated hereby, including the Merger, the Company shall terminate the 1st State Savings Bank Deferred Compensation Plan has been administered ("DCP") and the 1st State Bancorp, Inc. Management Recognition Plan ("MRP") in accordance with its terms, except for any failures so to administer any Phone Benefit Plan that individually or in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operated, and are, in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) Section 409A of the Code and provide a lump sum payment in the form of Company Shares in an amount equal to each trust intended to qualify under section 501(a) participant's DCP and MRP account balances as of the Code has either received a favorable determinationtermination date of such plans. The Company shall also terminate all existing split-dollar life insurance arrangements with its executive officers prior to the Effective Time. If requested by the Buyer, opinion or advisory letter from Company Bank shall terminate the Internal Revenue Service 1st State Bank, Inc. Employees' Savings and Profit Sharing Plan (the "IRS401(k) Plan") with respect to each such Phone Benefit Plan as to its qualified status under and the Code, or has remaining a period of retiree and part time under applicable Treasury regulations or IRS pronouncements benefits described in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to Schedule 4.13(h) hereto (the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii"Retiree Benefits") No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Phone or any of its subsidiaries pending or, to the knowledge of Phone, threatened which may interfere with the respective business activities of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting of any benefits under any Phone Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior to the Closing Date that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect immediately prior to the Closing DateEffective Time. (viii) Except such as would not have a material adverse effect, there are no material unresolved claims or disputes under the terms of, or in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced with respect to any material claim. (ix) To the knowledge of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise). (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G of the Code, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, or any successor in interest, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute payments.

Benefit Plans. Holdings agrees to permit or cause the Companies and the Subsidiaries to take appropriate action to honor all Benefit Plans in accordance with their terms. Holdings agrees that, except as otherwise specifically provided, all Benefit Plans maintained by the Companies and the Subsidiaries as of the date hereof, will continue at a level of benefits not less than the level currently provided under such Benefit Plans for the period following the Closing until and including November 30, 2005. If employees of the Companies and the Subsidiaries become participants in any welfare or pension plan or program maintained by Holdings or its Affiliates, such plan or program shall take into account for purposes of eligibility and vesting thereunder, but not for purposes of benefit accrual (i) With respect other than for vacation accruals), the service of such employees with the Companies and the Subsidiaries as if such service were with Holdings, to the Phone Benefit Planssame extent that such service was credited under a comparable plan of the Companies and the Subsidiaries. If applicable, no event has occurred employees of the Companies and there exists no condition or set the Subsidiaries as of circumstances, in connection with which Phone or any of its subsidiaries would the Closing Date shall not be subject to any liability that individually waiting periods or in the aggregate would have a material adverse effect on Phone pre-existing condition limitations, and shall receive credit for all payments to satisfy deductibles, contributions, and co-payments under the Employee Retirement Income Security Act medical, dental and health plans of 1974, as amended ("ERISA"), Holdings or its Affiliates in which they may be eligible to participate. Employees of the Code or any other applicable law. (ii) Each Phone Benefit Plan Companies and the Subsidiaries will retain credit for unused sick leave and vacation pay which has been administered in accordance with its terms, except for any failures so to administer any Phone Benefit Plan that individually or in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operated, and are, in compliance with the applicable provisions accrued as of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) of the Code and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") with respect to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Phone or any of its subsidiaries pending or, to the knowledge of Phone, threatened which may interfere with the respective business activities of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting of any benefits under any Phone Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior to the Closing Date that is not materially in accordance with and for purposes of determining the written or otherwise preexisting terms and provisions entitlement of such Phone Benefit Plans in effect immediately prior employees to sick leave and vacation pay following the Closing Date, the service of such employees with the Companies and the Subsidiaries shall be treated as if such service was with Holdings or its Affiliates. (viii) Except such as would not have a material adverse effect, there are no material unresolved claims or disputes under the terms of, or in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced with respect to any material claim. (ix) To the knowledge of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise). (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G of the Code, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, or any successor in interest, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute payments.

Benefit Plans. (ia) With respect Following the Effective Time and until the later of the six month anniversary of the Closing Date and June 30, 2014, Parent shall provide, or shall cause the Surviving Corporation to provide, the Phone Benefit Plans, no event has occurred and there exists no condition or set of circumstances, in connection with which Phone individuals who are employed by the Company or any of its subsidiaries would be subject to any liability Subsidiaries immediately before the Effective Time (the “Company Employees”) and who continue employment during such time period with (i) annual base compensation and annual or quarterly (as applicable) cash incentive opportunities (as a percentage of base salary) that individually or are no less favorable in the aggregate would have a material adverse effect on Phone under than the Employee Retirement Income Security Act of 1974, as amended annual base compensation and cash incentive opportunities ("ERISA"), excluding equity compensation arrangements and any defined benefit pension arrangements) provided to such Company Employees immediately prior to the Code or any other applicable law. Effective Time and (ii) Each Phone Benefit Plan has been administered in accordance with its terms, except for any failures so to administer any Phone Benefit Plan employee benefits that individually or are substantially comparable in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operated, and are, in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) of the Code and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") with respect to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical employee benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Phone or any of its subsidiaries pending or, such Company Employees immediately prior to the knowledge of PhoneEffective Time; provided, threatened which may interfere with that neither Parent nor the respective business activities of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries or Surviving Corporation nor any of their respective representatives Affiliates shall have any obligation to issue, or employees has committed to adopt any material unfair labor practice in connection with plans or arrangements providing for the operation issuance of, shares of the respective businesses of Phone capital stock or any other rights in respect of its subsidiaries, and there is no material charge or complaint against Phone or any shares of its subsidiaries by the National Labor Relations Board or capital stock of any comparable governmental agency pending or threatened in writingentity. (vib) No employee Without limiting the generality of Phone or any Phone subsidiary will be entitled Section 5.04(a), from and after the Effective Time, Parent shall cause the Surviving Corporation and its Subsidiaries to any material paymenthonor all obligations under the Company Benefit Plans and Company Benefit Agreements, additional benefits or any acceleration including all of the time of payment or vesting of any benefits under any Phone Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or Company's employment, severance, retention and termination plans, programs, policies and arrangements, in conjunction with any other event such as a termination of employment). (vii) To the knowledge of Phoneeach case, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior to the Closing Date that is not materially in accordance with the written or otherwise preexisting their terms and provisions of such Phone Benefit Plans as in effect immediately prior to the Closing Date. (viii) Except such as would not have a material adverse effectEffective Time, there are no material unresolved claims or disputes under the terms of, or in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced including with respect to any material claimpayments, benefits or rights arising as a result of the Transactions (either alone or in combination with any other event). No provision of this Agreement shall be construed (i) as a guarantee of continued employment of any Company Employee, (ii) to prohibit Parent or the Surviving Corporation from having the right to terminate the employment of any Company Employee, (iii) to prevent the amendment, modification or termination of any Company Benefit Plan or Company Benefit Agreement after the Closing (in each case in accordance with the terms of the applicable Company Benefit Plan or Company Benefit Agreement) or (iv) as an amendment or modification of the terms of any Company Benefit Plan or Company Benefit Agreement. (ixc) To With respect to all plans maintained by Parent, the knowledge Surviving Corporation or their respective Subsidiaries (including any vacation, paid time-off and severance plans), for all purposes, including determining eligibility to participate, level of Phonebenefits, no non-exempt "prohibited transaction" and vesting (within but excluding benefit accruals), each Company Employee's service with the meaning Company or any of section 4975(c) its Subsidiaries (as well as service with any predecessor employer of the CodeCompany or any such Subsidiary, to the extent service with the predecessor employer is recognized by the Company or such Subsidiary) involving shall be treated as service with Parent, the Surviving Corporation or any Phone of their respective Subsidiaries to the extent such service was recognized under the comparable Company Benefit Plan has occurred immediately prior to the Effective Time; provided, however, that could subject Phone such service need not be recognized to the extent that such recognition would result in any material tax penalty duplication of benefits for the same period of service. (d) Without limiting the generality of Section 5.04(a), Parent shall cause to be waived any pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods under any welfare benefit plan maintained by Parent, the Surviving Corporation or other cost any of their respective Subsidiaries in which Company 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 liability waived under the comparable Company Benefit Plan immediately prior to the Effective Time. Parent shall recognize, or cause to be recognized, the dollar amount of all co-payments, deductibles and similar expenses incurred by each Company Employee (by indemnification and his or otherwiseher 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) For the avoidance of doubt and notwithstanding anything to the contrary herein or in any Company Benefit Plan or Company Benefit Agreement, for purposes of any Company Benefit Plan or Company Benefit Agreement containing a definition of “change in control” or “change of control”, the Closing shall be deemed to constitute a “change in control” or “change of control” (except as would result in the imposition of “additional taxes” under Code Section 409A). (xf) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G The provisions of this Section 5.04 are solely for the benefit of the Codeparties to this Agreement, and neither is a party to no other person (including any agreement that under certain circumstances is reasonably likely to obligate it, Company Employee or any successor beneficiary or dependent thereof) shall be regarded for any purpose as a third-party beneficiary of this Agreement, and no provision of this Section 5.04 shall create such rights in interest, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute paymentssuch persons.

Benefit Plans. (ia) With respect to Effective as of the Phone Benefit PlansClosing, no event has occurred Parent shall provide that all retained employees of IPC and there exists no condition or set of circumstancesits subsidiaries, in connection with which Phone or any of its subsidiaries would be who are not subject to any liability that individually or in the aggregate would have a material adverse effect on Phone under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Code or any other applicable law. (ii) Each Phone Benefit Plan has been administered in accordance with its terms, except for any failures so to administer any Phone Benefit Plan that individually or in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operated, and are, in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for shall participate in IPC's existing employee benefit plans through December 31, 2000, and thereafter, either shall continue to participate in any failures to be or all of such plans or, at the option of the Parent, shall participate in such compliance Parent's benefit plans (other than those plans that individually or are the subject of collective bargaining) on a basis no less favorable in the aggregate than similarly situated employees of Parent and its subsidiaries and, with respect to employees who are the subject of collective bargaining agreements, all benefits and other terms and conditions of employment shall be provided in accordance with the applicable collective bargaining agreement; provided, however, that for purposes of the foregoing, no Stock Plan or other plan, program or arrangement related to the stock of IPC or its subsidiaries shall be considered nor shall Parent or any affiliate thereof have any obligation to issue or provide any benefits related to the stock of IPC or its subsidiaries, other than as provided in Section 2.03. In the event that any employee of IPC or its affiliates is transferred to Parent or any affiliate of Parent or becomes a participant in an employee benefit plan, program or arrangement maintained by or contributed to by the Surviving Corporations or their affiliates, Parent shall cause such plan, program or arrangement to treat the prior service of such employee with IPC or its affiliates, to the extent such prior service is recognized under the comparable plan, program or arrangement of IPC, as service rendered to the Surviving Corporations or their affiliates, as the case may be; provided, however, that Parent may cause a reduction of benefits under any such plans, programs or arrangements to the extent necessary to avoid duplication of benefits with respect to the same covered years of service and with respect to any defined benefit pension plan of Parent or any affiliate of Parent, no such prior service shall be recognized for any purposes other than eligibility to participate or vesting of benefits. (b) To the extent that retained employees of IPC and its subsidiaries become eligible to participate in plans sponsored by Parent and its subsidiaries (other than Companies' benefit plans), Parent shall (i) waive all limitations as to preexisting condition exclusions and waiting periods with respect to participation and coverage requirements applicable to such employees and their respective dependents under any welfare benefit plans that such employees and dependents may be eligible to participate in, effective on or after the Closing Date, but only to the extent that such exclusions and waiting periods were inapplicable or satisfied under the analogous benefit plan of the Companies and (ii) provide each such employee or dependent with credit for any co-payments and deductibles paid prior to the Closing Date in respect of the plan year in progress at the time such participation begins in satisfying any applicable co-payment, deductible or out-of-pocket requirement under any analogous welfare plans that such employees or dependents are eligible to participate in on or after the Closing Date, but only to the extent such co-payment, deductible or out-of-pocket requirements would not have a material adverse be deemed satisfied under the analogous benefit plan of the Companies. (c) Parent shall cause the Surviving Corporations to honor, in accordance with their terms as in effect on Phone. Each Phone Benefit Plan intended the date hereof, any individual employment, change in control, severance, retirement or termination agreement between a Company or any subsidiary thereof, on the one hand, and any current or former officer, director or employee of such Company or subsidiary, on the other hand that has been made available to qualify under section 401(aParent and is listed in Section 5.06(c) of the Code Disclosure Schedule. As soon as practicable following the Closing, Parent will cause to be issued to the officers or employees of IPC and each trust intended IXnet options to qualify under section 501(apurchase Parent Common Stock as set forth in Section 5.06(c) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") with respect to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trustDisclosure Schedule. (iiid) No Phone Benefit Plan is Parent agrees that subject to Title IV the Option Limitation Agreement and the amendments to the Stock Plans referred to in Section 2.04(a) hereof, the approval of ERISA or is this Merger Agreement by the Stockholders of IPC and IXnet shall constitute a "multi-employer planChange of Control" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefitsthe Stock Plans, the full cost of which is borne by IXnet Stock Option Certificate for Executives, and the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to Employment Agreement dated July 1, 1999 between Gera▇▇ ▇▇▇▇▇▇▇▇.▇ ▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of the date of this AgreementInternational Exchange Networks, there is no labor dispute, strike or work stoppage against Phone or any of its subsidiaries pending or, to the knowledge of Phone, threatened which may interfere with the respective business activities of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting of any benefits under any Phone Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior to the Closing Date that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect immediately prior to the Closing Date. (viii) Except such as would not have a material adverse effect, there are no material unresolved claims or disputes under the terms of, or in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced with respect to any material claim. (ix) To the knowledge of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise). (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G of the Code, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, or any successor in interest, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute payments.Ltd.

Benefit Plans. (a) Effective as of the Closing Date, and in the discretion of Parent, each full-time Employee shall either continue under the Company Benefit Plans or become eligible for and entitled to participate in Parent’s benefit plans on the same terms and subject to the same conditions as all other similarly-situated employees of Parent and its subsidiaries. To the extent Employees participate in any Parent benefit plans, Employees shall be given credit for amounts paid under a corresponding Benefit Plan during the plan year in which the Closing occurs for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of such Parent benefit plan for the plan year in which the Closing occurs. The Company shall cause its health insurance providers, to the extent permitted under Applicable Law, (i) With respect to provide to Parent a schedule of de-identified information regarding the Phone Benefit Plans, no event has occurred and there exists no condition or set claims experience of circumstances, in connection with which Phone or any of its subsidiaries would be subject to any liability that individually or in the aggregate would have a material adverse effect on Phone insured persons under the Employee Retirement Income Security Act of 1974applicable Benefit Plans for the past three years, as amended ("ERISA"), the Code or any other applicable law. and (ii) Each Phone Benefit Plan has been to provide Parent with de-identified information as to any significant pre-existing conditions of any insured persons that are not reflected in such schedule. Parent shall use its commercially reasonable efforts to cause any pre-existing condition limitations (as administered in accordance with Applicable Law) under Parent’s medical benefit plans to be waived to the extent such conditions have been waived under the Company’s health insurance plans. For purposes of determining eligibility to participate in and, where applicable, vesting under Parent’s applicable retirement savings plan and employee stock purchase plan, Parent’s short-term disability plans and vacation policy, each Employee shall receive past service credit for his or her prior employment with the Company or the Bank as if such Employee had then been employed by Parent. Parent reserves the right to change or terminate its termsemployee benefit plans at any time. (b) Any Employee who has or is party to any employment agreement, except severance agreement, change in control agreement or any other agreement or arrangement that provides for any failures so payment that may be triggered by the Merger or the Bank Merger (the “Transaction Payment”) will receive the Transaction Payment to administer any Phone Benefit Plan the extent it is required to be paid under such agreement, provided that, on or before the Closing, the Company will take all steps necessary to ensure that in the event that the amounts of the Transaction Payment, either individually or in the aggregate would not have conjunction with a material adverse effect on Phone. The Phone Benefit Plans have been operatedpayment or benefit under any other plan, and are, in compliance with the applicable provisions agreement or arrangement that is aggregated for purposes of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or Section 280G (in the aggregate aggregate, “Total Payments”), would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) of the Code and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") with respect to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" constitute an “excess parachute payment” within the meaning of Section 3(37) 280G of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured)the Code that is subject to the Tax imposed by Section 4999 of such Code, with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne by the current or former employee) other than individual arrangements then the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As the Transaction Payment shall be reduced such that the value of the date of this Agreement, there Total Payments that each counterparty is no labor dispute, strike or work stoppage against Phone or any of its subsidiaries pending or, entitled to receive shall be $1.00 less than the maximum amount which the counterparty may receive without becoming subject to the knowledge excise tax or resulting in a disallowance of Phone, threatened which may interfere with the respective business activities of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As deduction of the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting of any benefits under any Phone Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior to the Closing Date that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect immediately prior to the Closing Date. (viii) Except such as would not have a material adverse effect, there are no material unresolved claims or disputes amount under the terms of, or in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced with respect to any material claim. (ix) To the knowledge of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise). (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section Section 280G of the Code. (c) Following the Effective Time, and neither is Parent or the applicable Parent Subsidiary shall cause the Employees to be covered by a party severance policy under which any Employees who incur a qualifying involuntary termination of employment within twelve months after the Closing Date will be eligible to any agreement that under certain circumstances is reasonably likely receive severance pay in accordance with the severance pay schedule set forth on Schedule 5.1(c), subject to obligate it, a minimum severance pay amount per Employee of two weeks of base weekly salary for each year of service with the Company or any successor Company Subsidiary up to a maximum of twenty-six weeks, the receipt of such severance to be conditioned on the Employee’s execution of a release of claims. In connection with the foregoing, the Employees shall receive service credit for years of continuous service with the Company or any Company Subsidiary for purposes of determining the amount of any severance pay under such policy. Notwithstanding the foregoing, no Employee eligible to receive severance benefits under an employment or other agreement shall be entitled to participate in interestthe severance policy described in this Section 5.1(c). (d) Prior to the Effective Time, to make any parachute payments that will not be deductible under section 280G in accordance with applicable provisions of Section 409A of the Code, the Company shall take any and all action necessary to terminate and liquidate each Salary Continuation Agreement set forth on Schedule 5.1(d) (collectively, the “Salary Continuation Agreements”) unless any such Salary Continuation Agreement has earlier been terminated pursuant to its terms. (e) Prior to the Effective Time, the Company shall take any and all action necessary to terminate and liquidate its Director Deferred Fee Plan (the “Director Plan ”). Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person The Director Plan shall be terminated and liquidated in respect to excess parachute paymentsaccordance with applicable provisions of Section 409A of the Code.

Benefit Plans. (a) If Parent elects not to maintain any Company Employee Plan that is a health, vacation or 401(k) (or similar retirement) plan after the Effective Time, then: (i) With all employees of the Company Entities who continue employment with Parent, the Surviving Corporation or any Subsidiary of Parent or the Surviving Corporation after the Effective Time ("Continuing Employees") shall be eligible to participate in health, vacation and 401(k) (or similar retirement) plans, programs or arrangements, to substantially the same extent as the majority of the similarly situated employees of Parent, Surviving Corporation and the Subsidiaries of Parent; and (ii) for purposes of determining a Continuing Employee's eligibility to participate in such plans, and for purposes of determining a Continuing Employee's vested percentage under such plans, such Continuing Employee shall receive credit under such plans for his or her years of continuous service with each of the Company Entities prior to the Effective Time, except as would result in duplication of benefits provided, however, that such service shall not be recognized to the same extent that such recognition would result in a duplication of benefits with respect to the Phone Benefit Planssame period of service. As of the Effective Time, no event has occurred and there exists no condition Parent shall, or set of circumstances, in connection with which Phone or any of its subsidiaries would be subject to any liability that individually or in shall cause the aggregate would have a material adverse effect on Phone under the Employee Retirement Income Security Act of 1974, as amended Surviving Corporation ("ERISA"), the Code or any other Subsidiary of Parent for which a Continuing Employee is employed after the Effective Time) to, credit to each Continuing Employee the amount of vacation time and paid time off that such individual had accrued under any applicable law. (ii) Each Phone Benefit Company Employee Plan has been administered in accordance with its terms, except for any failures so to administer any Phone Benefit Plan that individually or in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operated, and are, in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) as of the Code and each trust intended Effective Time. If Parent chooses not to qualify under section 501(a) maintain one or more of the Code has either received Company Employee Plans that is a favorable determinationhealth plan or welfare plan, opinion or advisory letter from the Internal Revenue Service (the "IRS") then with respect to each health or welfare benefit plan maintained in lieu of the applicable Company Employee Plan, Parent shall use commercially reasonable efforts to (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under such Phone Benefit plan, and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Employee Plan for the plan year that includes the Effective Time for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of such plans for the plan year in which the Effective Time occurs. (b) Nothing in this Section 6.7 or elsewhere in this Agreement shall be construed to its qualified status under (i) create a right in any Company Associate to continue employment or continue to be maintained by Parent, the CodeSurviving Corporation or any respective Subsidiary of Parent or the Surviving Corporation, or has remaining a period preclude the ability of time under applicable Treasury regulations Parent, the Surviving Corporation or IRS pronouncements in which any respective Subsidiary of Parent or the Surviving Corporation to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to terminate the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status employment of any such Phone Benefit Plan employee for any reason, (ii) require Parent, the Surviving Corporation or any respective Subsidiary of Parent or the exempt status of Surviving Corporation to continue any such trust. Company Employee Plans or to prevent the amendment, modification or termination thereof after the Merger Closing Date, (iii) No Phone Benefit Plan is subject (except for persons indemnified pursuant to Title IV Section 6.6 (to the extent of ERISA or is a "multi-employer plan" within the meaning of their rights pursuant to Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured6.6)), with respect no Company Associate shall be deemed to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ be a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of the date third party beneficiary of this Agreement, there is no labor disputeor (iv) be treated as an amendment to any particular employee benefit plan of Parent, strike or work stoppage against Phone the Company or any respective Subsidiary of its subsidiaries pending or, to Parent or the knowledge of Phone, threatened which may interfere with the respective business activities of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writingCompany. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting of any benefits under any Phone Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior to the Closing Date that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect immediately prior to the Closing Date. (viii) Except such as would not have a material adverse effect, there are no material unresolved claims or disputes under the terms of, or in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced with respect to any material claim. (ix) To the knowledge of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise). (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G of the Code, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, or any successor in interest, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute payments.

Benefit Plans. (a) Immediately following the Effective Time, Parent shall, and shall cause the Surviving Corporation to, provide to those individuals who are employed by the Company or the Company Subsidiaries immediately prior to the Effective Time (the “Company Employees”) for a period of at least one (1) year: (i) base salary and incentive compensation opportunities that is no less favorable in the aggregate to each Company Employee than the aggregate base salary and incentive compensation opportunities provided to such Company Employee by the Company immediately prior to the Effective Time; and (ii) employee benefits that, taken as a whole, are no less favorable to such employees in the aggregate than those provided to such employees under the Company Benefit Plans. Such compensation and employee benefits may be provided through the Surviving Corporation’s continuation of one or more of the Company Benefit Plans, through the admission of the Company Employees to any one or more employee benefit policies, plans or programs maintained by Parent or its affiliates from time to time (each, a “Parent Plan”), or through a combination of the foregoing alternatives, as determined in Parent’s sole and absolute discretion. Nothing herein shall require that Parent grant equity of Parent to any Company Employee or continue to maintain any particular Company Benefit Plan or form of incentive or benefit, after the Effective Time in order to satisfy its obligations hereunder. (b) Without limiting Section 6.05(a), for a period of at least one (1) year following the Effective Time, Parent shall, and shall cause the Surviving Corporation to, provide severance payments and benefits to Company Employees who are terminated by the Surviving Corporation other than for cause (as determined based on the Company’s policies as of the date hereof), which severance payments shall be no less favorable than the greater of (i) the severance payments and benefits based on the Company’s current policies and (ii) the severance payments and benefits provided by Parent and its Subsidiaries to similarly situated employees of Parent and its Subsidiaries, provided that Parent may condition such payments and benefits upon execution by the applicable Company Employee of a commercially standard release of claims in a form reasonably satisfactory to Parent. (c) Parent shall, or shall cause the Surviving Corporation to, assume and honor the obligations of the Company and its Subsidiaries under all Company Benefit Agreement and any consulting, retirement and other compensation contracts, arrangements, commitments or understandings, in accordance with their terms, subject to the right to make amendments or modifications to the extent permitted by such terms. Parent hereby acknowledges that (i) the Merger will constitute a “Change in Control” (or concept of similar import) under the Company Benefit Plans and Company Benefit Agreements and (ii) as a result of the Merger, the individuals identified in Section 6.05(c) of the Company Disclosure Letter will be deemed to have experienced a “Position Diminishment” or a “Good Reason” event (or concept of similar import), as applicable, for all purposes under their Company Benefit Agreements. (d) Parent shall, and shall cause the Surviving Corporation to, give each Company Employee full credit for purposes of eligibility, vesting, benefit accrual and determination of the level of benefits under any employee benefit plans or arrangements that such employees may be eligible to participate in after the Effective Time for such Company Employee’s service with the Company or any Subsidiary of the Company to the same extent recognized by the Company or any Subsidiary of the Company immediately prior to the Effective Time; provided that the foregoing shall not apply (i) for benefit accrual purposes under any defined benefit pension plan, (ii) as would result in the duplication of benefits for the same period of service or (iii) for any newly established plan of Parent for which similarly situated employees of Parent do not receive past service credit. (e) Parent shall, and shall cause the Surviving Corporation to, use commercially reasonable efforts to (i) waive all limitations as to preexisting conditions exclusions and waiting periods with respect to participation and coverage requirements applicable to the Company Employees under any welfare benefit plans that such employees may be eligible to participate in after the Effective Time, other than limitations or waiting periods that are already in effect with respect to such employees and that have not been satisfied as of the Effective Time under any welfare plan maintained for the Company Employees immediately prior to the Effective Time, and (ii) provide each Company Employee with credit for any co-payments and deductibles paid in the plan year in which the Effective Time occurs in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans in which employees are eligible to participate after the Effective Time. (f) Notwithstanding the foregoing provisions of this Section 6.05, the provisions of Section 6.05 shall apply only with respect to Company Employees who are covered under Company Benefit Plans that are maintained primarily for the benefit of employees employed in the United States (including Company Employees regularly employed outside the United States to the extent they participate in such Company Benefit Plans). With respect to the Phone Benefit Plans, no event has occurred and there exists no condition or set of circumstances, in connection with which Phone or any of its subsidiaries would be subject to any liability that individually or Company Employees not described in the aggregate would have a material adverse effect on Phone under preceding sentence, Parent shall, and shall cause the Employee Retirement Income Security Act of 1974Surviving Corporation and its Subsidiaries to, as amended ("ERISA")comply with all applicable laws, the Code or any other directives and regulations relating to employees and employee benefits matters applicable lawto such employees. (g) Notwithstanding anything in this Agreement to the contrary, the Company shall be permitted to establish the terms and conditions of the cash incentive awards relating to calendar year 2013 (the “2013 Incentives”). If the Closing occurs before the payment of the 2013 Incentives, (i) the Company shall be permitted to finally and conclusively determine, in good faith and consistent with the terms and conditions of the applicable Company Benefit Plans (and, to the extent based on business results, based on the most recent forecast available as of the Closing Date) the amount of the 2013 Incentives earned by each Company Employee through the Closing Date (prorated, if the Closing occurs in 2013, for the portion of the year elapsed between January 1, 2013 and the Closing Date) or through December 31, 2013 if the Closing Date occurs on or after December 31, 2013 (the “Earned Portion”) and (ii) Each Phone Benefit Plan has been administered in accordance with its terms, except for any failures so to administer any Phone Benefit Plan that individually Parent shall pay or in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operated, and are, in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures cause to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) of the Code and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") with respect paid to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits Company Employee (whether or not insuredsuch employee remains employed following the Closing) the Earned Portion of such Company Employee’s 2013 Bonus at the same time 2013 annual bonuses are paid to other Parent employees in the United States, but in all events no later than March 15, 2014. If the Closing occurs in 2013, for the balance of the 2013 calendar year following the Closing Date, Parent shall, or shall cause its Affiliates to, determine the incentive opportunities in accordance with Section 6.05(a), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which are not material. (vh) Phone has previously provided This Section 6.05 shall be binding upon and inure solely to ▇▇▇▇▇▇▇▇.▇▇▇ a copy the benefit of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of the date of party hereto, and nothing in this Agreement, there express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Section 6.05. In no labor disputeevent shall the terms of this Agreement be deemed to (i) establish, strike amend, or work stoppage against Phone modify any Company Benefit Plan or any of its subsidiaries pending orother benefit plan, to program, agreement or arrangement maintained or sponsored by Parent, the knowledge of Phone, threatened which may interfere with the respective business activities of Phone Company or any of its subsidiaries, except where such dispute, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As Subsidiary of the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries Company or any of their respective representatives Affiliates, (ii) alter or employees has committed any material unfair labor practice in connection with limit the operation ability of the respective businesses of Phone Parent or any of its subsidiariesSubsidiaries (including, and there is no material charge after the Effective Time, the Surviving Corporation or complaint against Phone any Subsidiary of the Surviving Corporation) to amend, modify or terminate any of the Company Benefit Plans or any other benefit or employment plan, program, agreement or arrangement after the Effective Time, or (iii) confer upon any current or former employee or other service provider of the Company or its Subsidiaries, any right to employment or continued employment or continued service with Parent or any of its subsidiaries by Subsidiaries (including, following the National Labor Relations Board Effective Time, the Surviving Corporation or any comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration Subsidiary of the time of payment or vesting of any benefits under any Phone Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employmentSurviving Corporation). (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior to the Closing Date that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect immediately prior to the Closing Date. (viii) Except such as would not have a material adverse effect, there are no material unresolved claims or disputes under the terms of, or in connection constitute or create an employment or agreement with, any Phone Benefit Plan (other than routine undisputed claims for benefits)or modify the at-will status of any, and no action, legal or otherwise, has been commenced with respect to any material claim. (ix) To the knowledge of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty employee or other cost or liability (by indemnification or otherwise)service provider. (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G of the Code, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, or any successor in interest, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute payments.

Benefit Plans. (i) With respect Following the Effective Time, Parent shall cause service performed by current employees for the Company and its Subsidiaries (and any predecessor entities) to be taken into account for purposes of eligibility and vesting, and for purposes of determining severance, vacation and other paid time off entitlements, under the benefit plans of Parent and its Subsidiaries in which employees of the Company participate to the Phone extent such service was credited by the Company and its Subsidiaries under similar Benefit Plans. Notwithstanding the foregoing, no event has occurred and there exists no condition nothing in this Section 6.10(b)(i) shall be construed to require crediting of service that would result in (A) duplication of benefits, (B) service credit for benefit accruals under a defined benefit pension plan, (C) service credit under a newly established plan for which prior service is not taken into account or set (D) employer contribution for any 401(k) plan. In addition, nothing herein shall limit the ability of circumstances, in connection with which Phone Parent to amend or terminate any of its subsidiaries would be subject to welfare and pension benefit plans in accordance with their terms at any liability that individually or in the aggregate would have a material adverse effect on Phone under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Code or any other applicable lawtime. (ii) Each Phone Benefit Plan has been administered When employees of the Company become eligible to participate in accordance with its termsa medical, except for any failures so dental or health plan of Parent, to administer any Phone Benefit Plan that individually or in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operated, and are, in compliance with extent permissible under the applicable provisions of ERISAbenefit plan, Parent shall cause each such plan to (x) waive any preexisting condition limitations to the Code and all other extent such conditions were covered under the applicable laws and the terms of all applicable collective bargaining agreementsmedical, except for any failures to be in such compliance that individually health or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) dental plans of the Code Company and each trust intended (y) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to qualify under section 501(a) of such employee on or after the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") with respect to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as Effective Time to the qualified status of each Phone Benefit Plan. To extent such employee had satisfied any similar limitation or requirement under an analogous Company plan prior to the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trustEffective Time. (iii) No Phone Benefit Plan is subject Parent shall continue to Title IV provide automobile lease subsidies and/or related payments to the Company’s current and former officers in amounts no less than that provided by the Company to each such current or former officer immediately prior to the Effective Time until the later of ERISA (A) each such officer’s termination of employment with Merger Sub or is a "multi-employer plan" within Parent or (B) the meaning expiration of Section 3(37) of ERISAthe current lease term for such automobile. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect Prior to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefitsthe Effective Time, the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided Company shall take all actions necessary to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As provide that as of the date of this AgreementEffective Time, there is no labor dispute, strike or work stoppage against Phone or any of its subsidiaries pending or, to the knowledge of Phone, threatened which may interfere with the respective business activities of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or each participant in the aggregate would not Interpore International, Inc. Retirement Savings Plan (the “Company 401(k) Plan”) shall have a material adverse effect on Phone. As of the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, fully vested and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting of any benefits under any Phone Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior to the Closing Date that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect immediately prior to the Closing Date. (viii) Except such as would not have a material adverse effect, there are no material unresolved claims or disputes under the terms of, or in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced with respect to any material claim. (ix) To the knowledge of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty forfeitable right in his or other cost or liability (by indemnification or otherwise)her matching contribution account under such plan. (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G of the Code, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, or any successor in interest, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute payments.

Benefit Plans. (ia) With respect to From and after the Phone Benefit PlansEffective Time, no event has occurred and there exists no condition or set Parent agrees that any former employees of circumstances, in connection with which Phone the Company or any of its subsidiaries would Subsidiaries who continue employment with Parent or its Subsidiaries (such employees “Continuing Employees”) will be subject eligible to any liability that individually or participate in the aggregate would have employee benefit plans of Parent (including any severance plan maintained by Parent) on substantially the same terms and conditions of similarly situated employees of Parent. Parent will cause such employee benefit plans to take into account for purposes of eligibility and vesting thereunder service by such Continuing Employees as if such service were with Parent, to the same extent that such service was credited under a material adverse effect on Phone under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Code or any other applicable law. (ii) Each Phone Benefit Plan has been administered in accordance with its terms, except for any failures so to administer any Phone Benefit Plan that individually or in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operated, and are, in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) comparable plan of the Code and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") with respect to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone Company or any of its subsidiaries Subsidiaries (except to which Phone the extent it would result in a duplication of benefits). Nothing herein shall limit the ability of Parent to (i) amend or terminate any of the Benefit Plans in accordance with their terms at any time or (ii) to retain or terminate the employment of any particular Employee. (b) If any of the Continuing Employees of the Company or any of its subsidiaries is Subsidiaries become eligible to participate in a party. No collective bargaining agreement is being negotiated medical, dental or renegotiated by Phone health plan of Parent, Parent shall use commercially reasonable efforts to cause, to the extent practicable, each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, dental or health plans of the Company or any of its subsidiaries. As Subsidiaries, (ii) honor under such plans any deductible, co-payment and out-of-pocket expenses incurred by such Continuing Employees and their beneficiaries during the portion of the date calendar year prior to such participation and (iii) waive any waiting period limitation or evidence of this Agreement, there is no labor dispute, strike insurability requirement which would otherwise be applicable to such employee on or work stoppage against Phone or any of its subsidiaries pending or, after the Effective Time to the knowledge of Phone, threatened which may interfere with the respective business activities of Phone extent such employee had satisfied any similar limitation or any of its subsidiaries, except where such dispute, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement, requirement under an analogous plan prior to the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writingEffective Time. (vic) No employee Effective as of Phone or any Phone subsidiary will be entitled no later than the day immediately preceding the Effective Time, the Company shall provide Parent with evidence that the Fallbrook National Bank 401(k) Profit Sharing Plan is in the process of being terminated pursuant to any material payment, additional benefits or any acceleration resolutions of the time Company Board that are effective as of payment or vesting no later than the day immediately preceding the Effective Time, provided, however, that the effectiveness of such termination may be conditioned on the consummation of the Merger. The form and substance of such resolutions shall be subject to the review and reasonable and timely approval of Parent. The Company also shall take such other actions in furtherance of terminating the Fallbrook National Bank 401(k) Profit Sharing Plan as Parent may reasonably require, provided, however, that the effectiveness of any benefits under any Phone Benefit Plan as a result such actions may be conditioned on the consummation of the transactions contemplated by this Agreement Merger. Parent shall, and shall cause its Affiliates to, designate a tax-qualified defined contribution plan of Parent or one of its Affiliates (either alone or in conjunction with any other event such as a termination of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior to the Closing Date that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect immediately prior to the Closing Date. (viii) Except such as would not have a material adverse effect, there are no material unresolved claims or disputes under the terms of, or in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefitsplan(s), and no action, legal or otherwise, has been commenced with respect to any material claim. the “Parent 401(k) Savings Plan”) that either (ixi) To currently provides for the knowledge receipt from Continuing Employees of Phone, no non-exempt "prohibited transaction" “eligible rollover distributions” (within the meaning of section 4975(c) of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise). (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined under Section 402 of the Code) or (ii) shall be amended as soon as practicable following the Effective Date to provide for the receipt from the Continuing Employees of eligible rollover distributions. Each Eligible Employee who is a participant in section 280G the Parent 401(k) Savings Plan shall be given the opportunity to receive a distribution of his or her account balance and shall be given the opportunity to elect to “roll over” such account balance to the Parent 401(k) Savings Plan, subject to and in accordance with the provisions of such plan(s) and applicable law. The Company shall cooperate with Parent to terminate on terms mutually agreeable to the parties hereto and, if consent of participants is required by the applicable agreement or plan document or, in the reasonable judgment of the administrator of such Company program, by applicable Law, the participants in any salary continuation agreements, supplemental executive retirement plans, executive bonus agreements and any other non-qualified deferred compensation plan (collectively “Deferred Compensation Programs”), all Deferred Compensation Programs, whether or not subject to Section 409A of the Code, subject to the prior satisfaction or waiver of all the Company’s conditions set forth in Article VII of this Agreement, on or prior to the Effective Time, including the termination or transfer of any insurance policy obtained in connection therewith and neither is a party shall, at the request of the Parent, cooperate with Parent in seeking from such participants their approval of amendments to any agreement that under certain circumstances is reasonably likely such Deferred Compensation Program to obligate itallow for lump sum payments, or in lieu of any successor in interest, to make any parachute continued payments that will not may be deductible under section 280G of required thereunder, on terms agreed upon by the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute paymentsparties and such participants.

Benefit Plans. After the Effective Time, all employees of the Company who are employed by Parent or its subsidiaries shall, at the option of Parent, either continue to be eligible to participate in an "employee benefit plan", as defined in Section 3(3) of ERISA (i) an "EMPLOYEE BENEFIT PLAN"), of the Company which is, at the option of Parent, continued by Parent, or alternatively shall be eligible to participate in the same manner as other similarly situated employees of Parent in any Employee Benefit Plan, sponsored or maintained by Parent after the Effective Time. With respect to each such Employee Benefit Plan of Parent, service with the Phone Benefit Plans, no event has occurred and there exists no condition or set of circumstances, in connection with which Phone Company or any of its subsidiaries would and the predecessor of any of them shall be subject included for purposes of determining eligibility to any liability that individually participate, vesting (if applicable) and determination of the level of entitlement to, benefits under such Employee Benefit Plan. Parent shall, or in the aggregate would have a material adverse effect on Phone under the Employee Retirement Income Security Act of 1974shall cause its subsidiaries to, (i) waive all limitations, as amended ("ERISA"), the Code or any other applicable law. (ii) Each Phone Benefit Plan has been administered in accordance with its terms, except for any failures so to administer any Phone Benefit Plan that individually or in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operated, preexisting conditions exclusions and are, in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) of the Code and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") waiting periods with respect to each participation and coverage requirements applicable to all employees of the Company who are employed by Parent under any welfare plan that such Phone Benefit Plan as employees may be eligible to its qualified status under participate in after the CodeEffective Time, other than limitations or has remaining a period of time under applicable Treasury regulations or IRS pronouncements waiting periods that are already in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), effect with respect to current or former such employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which are and that have not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As been satisfied as of the date of this Agreement, there is no labor dispute, strike or work stoppage against Phone or any of its subsidiaries pending or, to the knowledge of Phone, threatened which may interfere with the respective business activities of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting of any benefits Effective Time under any Phone Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or in conjunction with any other event welfare plan maintained for such as a termination of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior to the Closing Date that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect immediately prior to the Closing Date. (viii) Except such as would not have a material adverse effect, there are no material unresolved claims or disputes under the terms of, or in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefits)Effective Time, and no action, legal or otherwise, has been commenced with respect to any material claim. (ixii) To the knowledge of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) provide each such employee of the Code) involving Company who is employed by Parent with credit for any Phone Benefit Plan has occurred co-payments and deductibles paid prior to the Effective Time for the plan year within which the Effective Time occurs in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that could subject Phone such employees are eligible to any material tax penalty or other cost or liability (by indemnification or otherwise)participate in after the Effective Time. (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G of the Code, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, or any successor in interest, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute payments.

Benefit Plans. (ia) With respect From the Effective Time through December 31, 2011 (the “Continuation Period”), Parent shall provide, or shall cause the Acquired Corporation (or in the case of a transfer of all or substantially all the assets and business of the Acquired Corporation, its successors and assigns) to provide, each individual who is employed by the Phone Benefit Plans, no event has occurred and there exists no condition or set of circumstances, in connection with which Phone Company or any of its subsidiaries would be subject to Subsidiaries immediately before the Effective Time and who is not covered by any liability that individually or in the aggregate would have Company Labor Agreement (each, a material adverse effect on Phone under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Code or any other applicable law. (ii) Each Phone Benefit Plan has been administered in accordance with its terms, except for any failures so to administer any Phone Benefit Plan that individually or in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operated, and are, in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) of the Code and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS"“Company Employee”) with respect to each such Phone Benefit Plan as to its qualified status under (i) base compensation that is no less favorable than the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously base compensation provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Phone or any of its subsidiaries pending or, to the knowledge of Phone, threatened which may interfere with the respective business activities of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting of any benefits under any Phone Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior to the Closing Date that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect Company Employee immediately prior to the Closing Date. Effective Time, (viiiii) Except such as would not have a material adverse effect, there bonus or incentive opportunities that are no material unresolved claims less favorable in the aggregate than the bonus or disputes incentive opportunities (including the corresponding grant date fair value in respect of any annual equity-based compensation award in 2010) provided to such Company Employee immediately prior to the Effective Time and (iii) employee benefits that are substantially comparable in the aggregate to those provided to such Company Employee immediately prior to the Effective Time. Following the Continuation Period, the Company Employees shall be entitled to participate in the plans of Parent, the Acquired Corporation or their respective affiliates (the “Acquired Corporation Plans”) to the same extent as other similarly situated employees of Parent, the Acquired Corporation and their respective affiliates. In addition, and without limiting the generality of the foregoing, each Company Employee and Union Employee shall be immediately eligible to participate, without any waiting time, in any and all Acquired Corporation Plans to the extent coverage under any such plan replaces coverage under a comparable benefit plan in which such Company Employee or Union Employee participates immediately prior to the terms ofEffective Time. Notwithstanding anything herein to the contrary, nothing herein shall prevent Parent or the Acquired Corporation from amending or terminating any specific plan, program, policy, practice or arrangement, or in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced interfere with respect to any material claim. (ix) To the knowledge of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise). (x) Neither Phone nor any Phone subsidiary is obligated Acquired Corporation’s obligation to make any parachute payments such changes as such term is defined in section 280G of the Code, and neither is a party are necessary to any agreement that under certain circumstances is reasonably likely to obligate itcomply with applicable Law, or preclude the Acquired Corporation from terminating the employment of any successor in interest, to make Company Employee for any parachute payments that will not reason. The terms and conditions of employment for any employee who is covered by a Company Labor Agreement (a “Union Employee”) shall be deductible under section 280G of governed by the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute paymentsapplicable Company Labor Agreement and applicable Law.

Benefit Plans. () From the Effective Time through December 31, 2004 (the "BENEFITS TRANSITION DATE"), Buyer shall, or shall cause the Surviving Corporation to, provide the employees of the Company 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 (other than any Company Equity Compensation Plans) provided by the Company or its Subsidiaries, as the case may be, to such employees immediately prior to the Effective Time. From and after the Benefits Transition Date, Buyer shall, or shall cause the Surviving Corporation to, provide the Covered Employees with employee benefits and compensation plans, programs and arrangements that are equivalent to those provided to similarly situated employees of Buyer and its other Subsidiaries. Notwithstanding the foregoing: (i) With respect from and after the Benefits Transition Date, Buyer shall be required to cause the Phone Benefit Plans, no event has occurred Surviving Corporation to provide the Covered Employees who meet the age and there exists no condition or set of circumstances, in connection service requirements under the Buyer Pension Plan (taking into account for these purposes service with which Phone the Company or any of its subsidiaries would be subject Subsidiaries (or their predecessor entities)) with benefits under such plan in accordance with the benefits formula as in effect for employees hired after December 31, 2003 only if, prior to any liability that individually the Benefits Transition Date, Buyer has not announced to employees of Buyer and its other Subsidiaries Buyer's intention to terminate or in the aggregate would have a material adverse effect on Phone under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Code or any other applicable law.freeze such plan; (ii) Each Phone Benefit Plan has been administered in accordance with its termsfrom and after the Effective Time, except for any failures so to administer any Phone Benefit Plan that individually or in Buyer's obligation under the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operated, and are, in compliance with the applicable provisions first two sentences of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) of the Code and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS"this Section 7.03(a) with respect to each such Phone Benefit Plan retiree medical care shall be satisfied by maintaining (or causing the Surviving Corporation to maintain) a retiree medical plan for the benefit of current and former employees of the Company and its Subsidiaries that is no less favorable than the retiree medical plan in effect at the Company, as to its qualified status under described in Section 7.03 of the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust.Company Disclosure Schedule; and (iii) No Phone Benefit Plan a Covered Employee who is subject terminated without cause (definition to Title IV of ERISA or is a "multi-employer plan" within be mutually agreed to between the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Phone or any of its subsidiaries pending or, Company and Buyer prior to the knowledge of Phone, threatened which may interfere with Effective Time) during the respective business activities of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or in period commencing at the aggregate would not have a material adverse effect Effective Time and ending on Phone. As of the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will first anniversary thereof shall be entitled to any material payment, additional receive the severance payments and benefits or any acceleration under the severance arrangement described in Section 7.03 of the time Company Disclosure Schedule (without amendment during such one-year period following the Effective Time), subject to his or her execution of payment or vesting a general release mutually agreed to by the Company and Buyer and the expiration of any benefits under any Phone Benefit Plan as a result of the transactions contemplated attorney consultation, revocation or similar period required by this Agreement (either alone or in conjunction with any other event such as a termination of employment)applicable law. (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior to the Closing Date that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect immediately prior to the Closing Date. (viii) Except such as would not have a material adverse effect, there are no material unresolved claims or disputes under the terms of, or in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced with respect to any material claim. (ix) To the knowledge of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise). (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G of the Code, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, or any successor in interest, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute payments.

Benefit Plans. (ia) With respect PNC shall, or shall cause the Company to, from and after the Effective Time, (1) comply with the Benefit Plans of the Company (the "COMPANY BENEFIT PLANS") in accordance with their terms, (2) provide the employees of the Company with (A) until December 31, 2005, benefits under employee benefit plans that are no less favorable in the aggregate than those provided by the Company on the date hereof and (B) until the first anniversary of the Effective Time, severance benefits on an individual-by-individual basis that are equal to the Phone Benefit Plans, no event has occurred severance benefits provided by the Company under the Riggs National Corporation Employee Severance Policy on the date here▇▇ ▇▇her than any such employees who as of the Effective Time are parties to Senior Executive Change of Control and there exists no condition Retention Agreements or set of circumstances, other individual agreements providing for payments in connection with which Phone the termination of any such employee party, (3) provide employees of the Company credit for years of service with the Company or any of its subsidiaries would be subject or their predecessors prior to any liability that individually or in the aggregate would have Effective Time for the purpose of eligibility, vesting and benefit accruals (other than benefit accruals under a material adverse effect on Phone under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"defined benefit pension plan), (4) cause any and all pre-existing condition limitations (to the Code extent such limitations did not apply to a pre-existing condition under comparable Company Benefit Plans) and eligibility waiting periods under group health plans of PNC to be waived with respect to employees of the Company who remain as employees of PNC or its subsidiaries (and their eligible dependents) and (5) cause to be credited any other applicable law. (ii) Each Phone Benefit Plan has been administered deductibles or out-of-pocket expenses incurred by employees of the Company and their beneficiaries and dependents during the portion of the calendar year prior to their participation in PNC's health plans with the objective that there be no double counting during the year in which the Closing Date occurs of such deductibles or out-of-pocket expenses. PNC and the Company agree to honor, or to cause to be honored, in accordance with its their terms, except for any failures so to administer any Phone Benefit Plan that individually all vested or in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operatedaccrued benefit obligations to, and arecontractual rights of, in compliance with the applicable provisions of ERISA, the Code current and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) former employees of the Code Company and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") with respect to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Phone or any of its subsidiaries pending or, to the knowledge of Phone, threatened which may interfere with the respective business activities of Phone or any of its subsidiaries, except where such disputeincluding, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement, to the knowledge of Phone, none of Phonewithout limitation, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting of any benefits under any Phone Benefit Plan rights arising as a result of the transactions contemplated by this Agreement Plan (either alone or in conjunction combination with any other event such as event); it being understood and agreed to by the parties hereto that the transactions contemplated by this Plan shall constitute a termination "change of employment)control" for purposes of the Company Benefit Plans. (viib) To PNC hereby expressly assumes at the knowledge Effective Time (i) the Previously Disclosed special retention letter agreements, (ii) the Riggs National Corporation Senior Executive Change of PhoneControl and Ret▇▇▇▇▇n Agreements (and the related trust agreement), no material oral or written representation or commitment with respect (iii) the Riggs National Corporation Amended and Restated Deferred Compensation ▇▇▇▇ (and the related trust agreement), (iv) the Riggs National Corporation and Riggs Bank N. A. Deferred Compensation ▇▇▇▇ for Directors and (v) the ▇▇▇▇▇ Dollar Life Insurance Agreements, each as more specifically identified on Section 5.12(b) of the Disclosure Schedule, and PNC agrees to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior to honor and perform the Closing Date that is not materially Company's obligations under such plans and agreements in accordance with their terms. (c) Prior to the written or otherwise preexisting terms Effective Time, the Company shall take any actions it determines are warranted to cause the interests in the Company Deferred Compensation Plan and provisions of such Phone Benefit Plans the Riggs National Corporation and Riggs Bank N. A. Deferred Compensation ▇▇▇▇ for Directors that are in effect ▇▇▇ ▇ompany stock fund to be converted into a dollar amount equal to the Per Share Cash Consideration that could be invested in the same way interests that are not in the Company stock fund can be invested at the Effective Time. Prior to the Effective Time, the Company shall take any actions that are necessary to cause all unvested deferred share awards and all unvested performance share awards which are outstanding under the Riggs National Corporation 2002 Long-Term Incentive Plan to be termin▇▇▇▇ immediately prior to the Closing DateEffective Time and simultaneously therewith will issue one share of Company Common Stock for each underlying share that is so terminated to the grantee of such award. (viii) Except such as would not have a material adverse effect, there are no material unresolved claims or disputes under the terms of, or in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced with respect to any material claim. (ix) To the knowledge of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise). (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G of the Code, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, or any successor in interest, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute payments.

Benefit Plans. (ia) With respect Following the Effective Time and until the later of the six month anniversary of the Closing Date and June 30, 2014, Parent shall provide, or shall cause the Surviving Corporation to provide, the Phone Benefit Plans, no event has occurred and there exists no condition or set of circumstances, in connection with which Phone individuals who are employed by the Company or any of its subsidiaries would be subject to any liability Subsidiaries immediately before the Effective Time (the “Company Employees”) and who continue employment during such time period with (i) annual base compensation and annual or quarterly (as applicable) cash incentive opportunities (as a percentage of base salary) that individually or are no less favorable in the aggregate would have a material adverse effect on Phone under than the Employee Retirement Income Security Act of 1974, as amended annual base compensation and cash incentive opportunities ("ERISA"), excluding equity compensation arrangements and any defined benefit pension arrangements) provided to such Company Employees immediately prior to the Code or any other applicable law. Effective Time and (ii) Each Phone Benefit Plan has been administered in accordance with its terms, except for any failures so to administer any Phone Benefit Plan employee benefits that individually or are substantially comparable in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operated, and are, in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) of the Code and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") with respect to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical employee benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Phone or any of its subsidiaries pending or, such Company Employees immediately prior to the knowledge of PhoneEffective Time; provided, threatened which may interfere with that neither Parent nor the respective business activities of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries or Surviving Corporation nor any of their respective representatives Affiliates shall have any obligation to issue, or employees has committed to adopt any material unfair labor practice in connection with plans or arrangements providing for the operation issuance of, shares of the respective businesses of Phone capital stock or any other rights in respect of its subsidiaries, and there is no material charge or complaint against Phone or any shares of its subsidiaries by the National Labor Relations Board or capital stock of any comparable governmental agency pending or threatened in writingentity. (vib) No employee Without limiting the generality of Phone or any Phone subsidiary will be entitled Section 5.04(a), from and after the Effective Time, Parent shall cause the Surviving Corporation and its Subsidiaries to any material paymenthonor all obligations under the Company Benefit Plans and Company Benefit Agreements, additional benefits or any acceleration including all of the time of payment or vesting of any benefits under any Phone Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or Company’s employment, severance, retention and termination plans, programs, policies and arrangements, in conjunction with any other event such as a termination of employment). (vii) To the knowledge of Phoneeach case, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior to the Closing Date that is not materially in accordance with the written or otherwise preexisting their terms and provisions of such Phone Benefit Plans as in effect immediately prior to the Closing Date. (viii) Except such as would not have a material adverse effectEffective Time, there are no material unresolved claims or disputes under the terms of, or in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced including with respect to any material claimpayments, benefits or rights arising as a result of the Transactions (either alone or in combination with any other event). No provision of this Agreement shall be construed (i) as a guarantee of continued employment of any Company Employee, (ii) to prohibit Parent or the Surviving Corporation from having the right to terminate the employment of any Company Employee, (iii) to prevent the amendment, modification or termination of any Company Benefit Plan or Company Benefit Agreement after the Closing (in each case in accordance with the terms of the applicable Company Benefit Plan or Company Benefit Agreement) or (iv) as an amendment or modification of the terms of any Company Benefit Plan or Company Benefit Agreement. (ixc) To With respect to all plans maintained by Parent, the knowledge Surviving Corporation or their respective Subsidiaries (including any vacation, paid time-off and severance plans), for all purposes, including determining eligibility to participate, level of Phonebenefits, no non-exempt "prohibited transaction" and vesting (within but excluding benefit accruals), each Company Employee’s service with the meaning Company or any of section 4975(c) its Subsidiaries (as well as service with any predecessor employer of the CodeCompany or any such Subsidiary, to the extent service with the predecessor employer is recognized by the Company or such Subsidiary) involving shall be treated as service with Parent, the Surviving Corporation or any Phone of their respective Subsidiaries to the extent such service was recognized under the comparable Company Benefit Plan has occurred immediately prior to the Effective Time; provided, however, that could subject Phone such service need not be recognized to the extent that such recognition would result in any material tax penalty duplication of benefits for the same period of service. (d) Without limiting the generality of Section 5.04(a), Parent shall cause to be waived any pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods under any welfare benefit plan maintained by Parent, the Surviving Corporation or other cost any of their respective Subsidiaries in which Company 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 liability waived under the comparable Company Benefit Plan immediately prior to the Effective Time. Parent shall recognize, or cause to be recognized, the dollar amount of all co-payments, deductibles and similar expenses incurred by each Company Employee (by indemnification and his or otherwiseher 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) For the avoidance of doubt and notwithstanding anything to the contrary herein or in any Company Benefit Plan or Company Benefit Agreement, for purposes of any Company Benefit Plan or Company Benefit Agreement containing a definition of “change in control” or “change of control”, the Closing shall be deemed to constitute a “change in control” or “change of control” (except as would result in the imposition of “additional taxes” under Code Section 409A). (xf) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G The provisions of this Section 5.04 are solely for the benefit of the Codeparties to this Agreement, and neither is a party to no other person (including any agreement that under certain circumstances is reasonably likely to obligate it, Company Employee or any successor beneficiary or dependent thereof) shall be regarded for any purpose as a third-party beneficiary of this Agreement, and no provision of this Section 5.04 shall create such rights in interest, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute paymentssuch persons.

Benefit Plans. (a) For one year after the Closing Date, Parent shall either (i) With respect cause the Surviving Corporation to continue to sponsor and maintain the Phone Company Benefit Plans, no event has occurred and there exists no condition or set (ii) provide benefits to the employees of circumstancesthe Company who continue to be employed by the Surviving Corporation (the "Company Employees") under employee benefit plans, in connection with which Phone programs, policies or any of its subsidiaries would be subject to any liability arrangements that individually or in the aggregate would have a material adverse effect on Phone under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Code or any other applicable law. (ii) Each Phone Benefit Plan has been administered in accordance with its terms, except for any failures so to administer any Phone Benefit Plan that individually or in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operated, and are, in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) of the Code and each trust intended to qualify under section 501(a) of the Code has either received a are no less favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") with respect to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as than those benefits provided to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne Company Employees by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Phone or any of its subsidiaries pending or, to the knowledge of Phone, threatened which may interfere with the respective business activities of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting of any benefits under any Phone Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior to the Closing Date that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect Company immediately prior to the Closing Date. With respect any employee benefit plan, program, policy or arrangement sponsored or maintained by Parent and offered to the Company Employees in addition to or as a substitute for the Company Benefit Plans, Parent shall give the Company Employees service credit for their employment with the Company for eligibility and vesting purposes under all such employee benefit plans, programs, policies or arrangements as if such service had been performed with Parent. If Parent offers health benefits to the Company Employees under a group health plan that is not a Company Benefit Plan, Parent shall waive any pre-existing condition exclusions under such group health plan to the extent coverage exists for such condition under the Company Benefit Plan and shall credit each Company Employee with all deductible payments and co-payments paid by such Company Employee under the Company's health plan prior to the Closing Date during the current plan year for purposes of determining the extent to which any such Company Employee has satisfied his or her deductible and whether he or she has reached the out-of-pocket maximum under any health plan for such plan year. (viiib) Except such Following the Effective Time, Parent shall cause the Company and its subsidiaries to honor (subject to this Section 6.04 and Section 6.05) all obligations under any contracts, agreements and commitments of the Company and its subsidiaries prior to the date hereof (or as would established or amended in accordance with or permitted by this Agreement) the existence of which does not have constitute a material adverse effect, there are no material unresolved claims or disputes under violation of the terms ofof this Agreement, which apply to any current or former employee, or current or former director of the parties hereto or any of their subsidiaries; provided, however, that this undertaking is not intended to prevent the Company or any subsidiary of the Company from enforcing such contracts, agreements and commitments in connection withaccordance with their terms, including, any Phone Benefit Plan (other than routine undisputed claims for benefits)reserved right to amend, and no actionmodify, legal suspend, revoke or otherwiseterminate any such contract, has been commenced with respect to any material claimagreement or commitment. (ixc) To the knowledge of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) Nothing herein shall be construed as giving any employee of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise). (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G of the Code, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, Company or any successor Company Subsidiary, except those employees set forth in interestthe Company Disclosure Letter, any right to make any parachute payments that will not be deductible under section 280G of continued employment following the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute paymentsEffective Time.

Benefit Plans. (ia) With respect to Until the Phone Benefit Plans, no event has occurred and there exists no condition or set of circumstances, in connection with which Phone or any of its subsidiaries would be subject to any liability that individually or in the aggregate would have a material adverse effect on Phone under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Code or any other applicable law. (ii) Each Phone Benefit Plan has been administered in accordance with its terms, except for any failures so to administer any Phone Benefit Plan that individually or in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operated, and are, in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) first anniversary of the Code and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service Effective Time (the "IRS") with respect to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured)or, with respect to current or former specific Benefit Plans, if sooner, until the end of the applicable plan year for such Plan ending immediately prior to the first anniversary of the Effective Time), Parent shall cause the Surviving Corporation to provide to employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne Company and the Company Subsidiaries who remain employed by the current or former employeeCompany and the Company Subsidiaries following the Effective Time (the “Company Employees”) other than individual arrangements the amounts base compensation, incentive compensation opportunities (exclusive of which any equity-based compensation), and employee benefits that, taken as a whole, are not material. (v) Phone has previously provided no less favorable to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Phone or any of its subsidiaries pending or, to the knowledge of Phone, threatened which may interfere with the respective business activities of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or employees in the aggregate would not have a material adverse effect on Phone. As of than those provided to such employees under the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting of any benefits under any Phone Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior to the Closing Date that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Phone Company Benefit Plans and Company Benefit Agreements as in effect immediately prior to the Effective Time. Such compensation and employee benefits may be provided through the Surviving Corporation’s continuation of one or more of the Company Benefit Plans, through the admission of the Company Employees to any one or more employee benefit policies, plans or programs maintained by Parent or its affiliates from time to time (each, a “Parent Plan”), or through a combination of the foregoing alternatives, as determined in Parent’s sole and absolute discretion. (b) From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, honor in accordance with their respective terms in effect on the date of this Agreement (including any terms relating to the amendment or termination thereof), all employment, severance and termination agreements, and deferred compensation plans, including with respect to any payments, benefits or rights arising as a result of the Merger (either alone or in combination with any other event). Parent acknowledges and agrees that the consummation of the Merger will constitute an “Acceleration Date”, “Change of Control” or “Change of Ownership” (as applicable) under the Company Benefit Plans and Company Benefit Agreements listed in Schedule 6.05(b) of the Company Disclosure Schedule. (c) With respect to any Parent Plan that is an “employee benefit plan”, as defined in Section 3(3) of ERISA and including any vacation, paid time off and severance plans whether or not subject to ERISA, in which Company Employees participate after the Effective Time, for all purposes, including determining eligibility to participate, level of benefits, benefit accruals and vesting, each Company Employee’s service with the Company or any Company Subsidiary (as well as service with any predecessor employer of the Company or any Company Subsidiary to the extent service with such predecessor employer is recognized by the Company or such Company Subsidiary) shall be treated as service with Parent or any of Parent’s subsidiaries; provided, that such service need not be recognized to the extent that such recognition would result in any duplication of benefits or service credit under a newly established plan for which prior service credit is not taken into account for employees of Parent and its subsidiaries generally. (d) To the extent permitted under the Parent Plans, Parent shall waive, or cause to be waived, any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods under any Parent Plan that is an “employee welfare benefit plan” (within the meaning of Section 3(1) of ERISA) in which the Company 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 limitation, exclusions, actively-at work requirements and waiting periods would have been applicable under the comparable Company Benefit Plan immediately prior to the Effective Time. Unless the relevant plans may not legally be amended so to provide, Parent shall recognize, or cause to be recognized, the dollar amount of all expenses incurred by each Company 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) If requested by Parent at least 15 days prior to the Effective Time, the Company shall terminate, effective not later than the day immediately preceding the Closing Date, the Company Benefit Plans intended to constitute qualified plans under Section 401(k) of the Code, in each case to the extent permitted by the Company Benefit Plans and applicable Law. If Parent requests that such 401(k) plan(s) be terminated, the Company shall provide Parent with evidence that such 401(k) plan(s) have been terminated pursuant to resolution of the Company Board (the form and substance of which shall be subject to review and approval by Parent, such approval not to be unreasonably withheld, conditioned or delayed) not later than the day immediately preceding the Closing Date. (viiif) Except such as would not have a material adverse effectNothing in this Section 6.05 shall confer upon any person any right to employment or continued employment for any specified period, there are no material unresolved claims shall confer upon any person, other than the parties hereto, any right or disputes remedy under the terms ofor by reason of this Agreement, or in connection with, shall be construed to amend any Phone Company Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced with respect to any material claimCompany Benefit Agreement. (ix) To the knowledge of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise). (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G of the Code, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, or any successor in interest, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute payments.

Benefit Plans. (ia) With respect Effective as of 12:01 a.m. on the Closing Date, and provided that the Closing occurs, each Company Continuing Employee shall cease all active participation in and accrual of benefits under the Benefit Plans that are not Assumed Benefit Plans (the “Retained Benefit Plans”). The Seller shall retain sponsorship of, shall make all required payments to any Company Continuing Employee under, and shall retain and indemnify and hold harmless the Phone Purchaser and its Affiliates (including, for clarity, the Holding Companies and Company Subsidiaries) against, all Losses under the Retained Benefit Plans, whether arising before, on or after the Closing, and the Purchaser and its Affiliates (including, for clarity, the Holding Companies and Company Subsidiaries) shall not assume sponsorship of, contribute to or maintain, or have any Liability with respect to, the Retained Benefit Plans. For further clarity, on or following the Closing Date, no event has occurred and there exists no condition amounts whether in cash or set in equity relating to a Retained Benefit Plan shall be paid through the payroll system of circumstancesthe Holding Companies or any Company Subsidiary; provided that if the Purchaser consents, in its sole discretion, that any such payments may be paid through such payroll systems, the applicable employer portion of payroll, social security, unemployment or similar Taxes payable in connection with which Phone such amounts or any of its subsidiaries would related thereto shall be subject to any liability that individually or in borne and paid by the aggregate would have a material adverse effect on Phone under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Code or any other applicable lawSeller. (iib) Each Phone Benefit Plan has been administered Effective as of 12:01 a.m. on the Closing Date, and provided that the Closing occurs, the Purchaser shall assume and honor in accordance with its terms, except for any failures so to administer any Phone their terms the Assumed Benefit Plan that individually or in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operatedPlans, and arethe Seller shall not sponsor, in compliance contribute to or maintain, or have any Liability with the applicable provisions of ERISArespect to, the Code and all other applicable laws and Assumed Benefit Plans; provided that, this Section 7.02(b) shall in no way limit or affect any of the terms Purchaser’s rights, or limit or affect any of all applicable collective bargaining agreementsthe Seller’s obligations, except for any failures to be under this Agreement. (c) No amounts payable under the MEP (as defined in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(aSection 4.11(a) of the Code and each trust intended to qualify under section 501(aSeller Disclosure Letter) shall be paid through the payroll system, or otherwise become a Liability, of the Code has either received a favorable determinationPurchaser or its Affiliates (including, opinion or advisory letter from the Internal Revenue Service (the "IRS") with respect to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefitsclarity, the full cost of which is borne by Holding Companies and the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Phone or any of its subsidiaries pending or, to the knowledge of Phone, threatened which may interfere with the respective business activities of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting of any benefits under any Phone Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employmentCompany Subsidiaries). (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior to the Closing Date that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect immediately prior to the Closing Date. (viii) Except such as would not have a material adverse effect, there are no material unresolved claims or disputes under the terms of, or in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced with respect to any material claim. (ix) To the knowledge of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise). (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G of the Code, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, or any successor in interest, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute payments.

Benefit Plans. (i) With respect to Employees of the Phone Benefit Plans, no event has occurred and there exists no condition or set of circumstances, in connection with which Phone or any of its subsidiaries would be subject to any liability that individually or in the aggregate would have a material adverse effect on Phone under the Employee Retirement Income Security Act of 1974, as amended ("ERISA")Subsidiary, the Code or any other applicable law. (ii) Each Phone Benefit Plan has been administered Buyer shall cause the Subsidiary to maintain in accordance with its terms, except for any failures so to administer any Phone Benefit Plan that individually or in their terms the aggregate would not have a material adverse effect on Phone. The Phone Business Benefit Plans have been operated, and are, in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually maintained or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) of the Code and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") with respect to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne sponsored by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Phone or any of its subsidiaries pending or, to the knowledge of Phone, threatened which may interfere with the respective business activities of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting of any benefits under any Phone Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee Subsidiary immediately prior to the Closing Date that is which solely cover Employees of the Subsidiary (and not materially any other employees of the Seller or any of its Affiliates), and shall, or shall cause the Subsidiary to, as of the Closing Date, establish or continue employee benefit plans providing benefits which are substantially similar in accordance the aggregate to the benefits provided to Employees of the Subsidiary under each other Business Benefit Plan of the Subsidiary (the "Buyer's Benefit Plans"). With respect to the Buyer's Benefit Plans, the Buyer shall, and cause the Subsidiary to, grant all Employees of the Subsidiary from and after the Closing Date credit for all service with the written or otherwise preexisting terms Seller and provisions of such Phone Benefit Plans in effect immediately its Affiliates (including the Business) and their respective predecessors prior to the Closing Date. Date for all purposes for which such service was recognized by the Seller and its Affiliates (viiiincluding the Business). Without limiting the generality of Section 6.4, the Buyer shall, or shall cause the Subsidiary to assume or retain all liabilities and obligations of the Seller and its Affiliates (including the Business) Except such as would not have a material adverse effect, there are no material unresolved claims or disputes under the terms of, Business Benefit Plans maintained or in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefits), contributed to by the Subsidiary and no action, legal or otherwise, has been commenced workers' compensation arrangements with respect to any material claim. (ix) To the knowledge of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) Employees of the CodeSubsidiary and their dependents and beneficiaries, including, but not limited to (i) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty liabilities and obligations for benefits, compensation, contributions, insurance and health maintenance organization premiums, reserves and administrative expenses, whether incurred or other cost accrued before, on or liability (by indemnification after the Closing Date and whether or otherwise). (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments not reported as such term is defined in section 280G of the CodeClosing Date, and neither is a party (ii) liabilities and obligations arising under the continuation coverage requirements of Section 4980B of the Code and Section 601 of ERISA with respect to any agreement that under certain circumstances is reasonably likely to obligate it, all Employees of the Subsidiary (or any successor in interest, to make beneficiary or dependent of any parachute payments that will not be deductible under section 280G Employee of the CodeSubsidiary) who, as of the Closing Date, have exercised or are eligible to exercise their right to such continuation coverage. Neither Phone nor Nothing in this Section 10.4 shall limit the right of Buyer to amend or terminate or cause to be amended or terminated any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute paymentsof Buyer's Benefit Plans after the Closing Date.

Benefit Plans. (a) As soon as administratively practicable after the Effective Time, the Surviving Corporation shall take all reasonable action so that employees of Bancshares, the Bank and TFS shall be entitled to participate in each employee benefit plan, program or arrangement of the Surviving Corporation of general applicability (the "Surviving Corporation Benefit Plans") to the same extent as similarly-situated employees of the Surviving Corporation (it being understood that inclusion of the employees of Bancshares, the Bank and TFS in the Surviving Corporation Benefit Plans may occur at different times with respect to different plans), provided, however, that nothing contained herein shall require the Surviving Corporation to make any grants to any former employee of Bancshares, the Bank or TFS under any discretionary equity compensation plan of the Surviving Corporation. The Surviving Corporation shall cause each Surviving Corporation Benefit Plan in which employees of Bancshares, the Bank and TFS are eligible to participate to recognize, for purposes of determining eligibility to participate in, the vesting of benefits and for all other purposes (but not for accrual of pension benefits) under the Surviving Corporation Benefit Plans, the service of such employees with Bancshares or the Bank or TFS, as the case may be, to the same extent as such service was credited for such purpose by Bancshares, the Bank or TFS, as the case may be, provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Nothing herein shall limit the ability of the Surviving Corporation to amend or terminate any of the benefit plans of either Bancshares, the Bank or TFS in accordance with their terms at any time. (b) At and following the Effective Time, the Surviving Corporation shall honor, and the Surviving Corporation shall continue to be obligated to perform, in accordance with their terms, all benefit obligations to, and contractual rights of, current and former employees of Bancshares, the Bank and TFS existing as of the Effective Date, as well as all employment, severance, deferred compensation, split dollar, supplemental retirement or "change-in-control" agreements, plans or policies of Bancshares, the Bank or TFS which are set forth on the Bancshares Disclosure Memorandum, subject in each case as the same may be modified or terminated with respect to certain executive officers of Bancshares, the Bank and TFS pursuant to an employment or change-in-control agreement. (c) At such time as employees of Bancshares, the Bank and TFS become eligible to participate in a medical, dental or health plan of the Surviving Corporation, the Surviving Corporation shall cause each such plan to (i) With respect waive any preexisting condition limitations to the Phone Benefit Plans, no event has occurred and there exists no condition or set of circumstances, in connection with which Phone or any of its subsidiaries would be subject to any liability that individually or in the aggregate would have a material adverse effect on Phone extent such conditions covered under the Employee Retirement Income Security Act applicable medical, health or dental plans of 1974the Surviving Corporation, as amended ("ERISA"), the Code or any other applicable law. (ii) Each Phone Benefit Plan has been administered in accordance with its termsprovide full credit for under such plans any deductibles, except for any failures so to administer any Phone Benefit Plan that individually or in co-payment and out-of-pocket expenses incurred by the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operated, employees and are, in compliance with their beneficiaries during the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) portion of the Code calendar year prior to such participation and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") with respect to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV waive any waiting period limitation or evidence of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of insurability requirement which is borne by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract would otherwise be applicable to persons employed by Phone such employee on or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of after the date of this Agreement, there is no labor dispute, strike or work stoppage against Phone or any of its subsidiaries pending or, Effective Time to the knowledge of Phone, threatened which may interfere with the respective business activities of Phone extent such employee had satisfied any similar limitation or any of its subsidiaries, except where such dispute, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting of any benefits requirement under any Phone Benefit an analogous Plan as a result of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior to the Closing Date that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect immediately prior to the Closing DateEffective Time. (viii) Except such as would not have a material adverse effect, there are no material unresolved claims or disputes under the terms of, or in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced with respect to any material claim. (ix) To the knowledge of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise). (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G of the Code, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, or any successor in interest, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute payments.

Benefit Plans. (ia) With respect Subject to the Phone Benefit Plans, no event has occurred and there exists no condition or set of circumstances, in connection with which Phone or any of its subsidiaries would be subject to any liability that individually or in the aggregate would have a material adverse effect on Phone under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Code or any other applicable law. (ii) Each Phone Benefit Plan has been administered in accordance with its terms, except for any failures so to administer any Phone Benefit Plan that individually or in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operated, and are, in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, from the Effective Time through December 31, 2007, except as set forth below, Parent will either (A) maintain or cause the Surviving Corporation to maintain the Company Benefit Plans (other than plans providing for any failures the issuance of Company Common Stock or based on the value of Company Common Stock) at the benefit levels in effect on the date of this Agreement or (B) provide or cause the Surviving Corporation to be in such compliance that individually provide to employees of the Company and the Company Subsidiaries who remain employed by the Surviving Corporation and its Subsidiaries benefits (other than benefits under plans providing for the issuance of Company Common Stock or based on the value of Company Common Stock) that, taken as a whole, are comparable in the aggregate would to those provided to such employees immediately prior to the Effective Time (it being understood and agreed that modifications to Company Benefit Plans that have been announced to participants or planned and otherwise disclosed to Parent but not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) yet implemented as of the Code and each trust intended to qualify under section 501(a) Effective Time will be taken into account for purposes of the Code has either received a favorable determinationforegoing). Without limiting the foregoing, opinion or advisory letter from the Internal Revenue Service (the "IRS") with respect to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured)Parent agrees that, with respect to current service through December 31, 2007, it will, or former employees after retirement will cause the Surviving Corporation to, maintain the employer matching contribution component of the Company 401(k) Plan without reduction; provided, however, that such employer matching contributions will be made in cash following the Effective Time). Parent and the Company agree and acknowledge that consummation of the Transactions will constitute a “change of control” for purposes of each applicable Company Benefit Plan and Company Benefit Agreement. Nothing herein will be construed to prohibit Parent or other termination the Surviving Corporation from amending or terminating any Company Benefit Plan in accordance with the terms thereof and with applicable Law, so long as they comply with the requirements of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which are not materialthis Section 6.05. (vb) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of From and after the Effective Time, Parent will, and will cause the Surviving Corporation to, honor in accordance with their respective terms (as in effect on the date of this Agreement) all the Company Benefit Plans and Company Benefit Agreements (subject, there is no labor dispute, strike or work stoppage against Phone or any of its subsidiaries pending orin each case, to the knowledge right of PhoneParent or the Surviving Corporation to amend or terminate a Company Benefit Plan or Company Benefit Agreement in accordance with Section 6.05(a) and the terms thereof and with applicable Law). For purposes of eligibility, threatened which may interfere with vesting and benefit accrual (other than benefit accrual under defined benefit pension plans) under the respective business activities employee benefit plans of Phone Parent and its Subsidiaries providing benefits after the Effective Time to any employee of the Company or any Company Subsidiary immediately prior to the Effective Time (all such plans, collectively, the “New Plans”), each such employee will be credited with all years of its subsidiariesservice for which such employee was credited before the Effective Time under any comparable Company Benefit Plans or Company Benefit Agreements, except where such dispute, strike or work stoppage individually or in crediting would lead to a duplication of benefits. In addition and without limiting the aggregate would not have a material adverse effect on Phone. As generality of the date foregoing (i) Parent will cause each employee of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries Company or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting of any benefits under any Phone Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior to the Closing Date that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect Company Subsidiary immediately prior to the Closing DateEffective Time to be immediately eligible to participate, without any waiting period, in any and all New Plans to the extent coverage under any such New Plan replaces coverage under a comparable Company Benefit Plan in which such employee participated immediately prior to the Effective Time (all such plans, collectively, the “Old Plans”), (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any such employee, Parent will cause all pre-existing condition exclusions, limitations and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependent (to the extent such exclusions, limitations and actively-at-work requirements were waived or satisfied as of the Effective Time under the corresponding Old Plan) and (iii) all deductibles, coinsurance and maximum out-of-pocket expenses incurred by such employee and his or her covered dependents under any Old Plan during the portion of the plan year of such Old Plan ending on the date such employee’s participation in the corresponding New Plan begins will be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan. (viiic) Except such as would not have a material adverse effect, there are no material unresolved claims or disputes under Parent will cause the terms of, or in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefits), Company and no action, legal or otherwise, has been commenced with respect the Company Subsidiaries to any material claim. (ix) To continue to maintain the knowledge of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise). (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G of the Code, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, or any successor in interest, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute payments.Company’s 2007 annual bonus plans listed on Schedule 6.05

Benefit Plans. (ia) With respect to Effective as of the Phone Benefit PlansClosing, no event has occurred ------------- Parent shall provide that all retained employees of the Company and there exists no condition or set of circumstancesits subsidiaries, in connection with which Phone or any of its subsidiaries would be who are not subject to any liability that individually or in the aggregate would have a material adverse effect on Phone under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Code or any other applicable law. (ii) Each Phone Benefit Plan has been administered in accordance with its terms, except for any failures so to administer any Phone Benefit Plan that individually or in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operated, and are, in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures shall participate in the Company's existing employee benefit plans or, at the option of the Parent, to be participate in such compliance the employee benefit plans and arrangements of Parent (other than those plans that individually or are the subject of collective bargaining) on a basis no less favorable in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) than similarly situated employees of the Code Parent and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") with respect to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured)subsidiaries and, with respect to current or former employees after retirement who are the subject of collective bargaining agreements, all benefits and other terms and conditions of employment shall be provided in accordance with the applicable collective bargaining agreement; provided, however, that for purposes of the foregoing, no Stock Plan or other termination plan, program or arrangement related to the stock of service (the Company or its subsidiaries shall be considered nor shall Parent or any affiliate thereof have any obligation to issue or provide any benefits related to the stock of the Company or its subsidiaries, other than coverage mandated as provided in Section 2.02. In the event that any employee of the Company or its affiliates is transferred to the Parent or any affiliate of Parent or becomes a participant in an employee benefit plan, program or arrangement maintained by applicable law or benefits, the full cost of which is borne contributed by the current Surviving Corporation or former employee) other than individual arrangements its affiliates, Parent shall cause such plan, program or arrangement to treat the amounts prior service of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining such employee with the Company or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Phone or any of its subsidiaries pending oraffiliates, to the knowledge of Phoneextent such prior service is recognized under the comparable plan, threatened which may interfere with the respective business activities of Phone program or any of its subsidiaries, except where such dispute, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As arrangement of the date of this AgreementCompany, as service rendered to the knowledge Surviving Corporation or its affiliate, as the case may be; provided, however, that Parent may cause a reduction of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting of any benefits under any Phone Benefit Plan as a result such plans, programs or arrangements to the extent necessary to avoid duplication of benefits with respect to the transactions contemplated by this Agreement (either alone same covered matter or in conjunction with any other event such as a termination years of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment service and with respect to any aspect defined benefit pension plan of Parent or any Phone Benefit Plan has been made affiliate of Parent, no such prior service shall be recognized for any purposes other than eligibility to participate or vesting of benefits. (b) To the extent that retained employees of Phone the Company and its subsidiaries become eligible to participate in plans sponsored by Parent and its subsidiaries (other than Company Benefit Plans), Parent shall (i) waive all limitations as to preexisting condition exclusions and waiting periods with respect to participation and coverage requirements applicable to such employees and their respective dependents under any welfare benefit plans that such employees and dependents may be eligible to participate in, effective on or after the Closing Date, but only to the extent that such exclusions and waiting periods were inapplicable or satisfied under the analogous Company Benefit Plan; and (ii) provide each such employee or dependent with credit for any Phone subsidiaries by an authorized Phone employee co-payments and deductibles paid prior to the Closing Date in respect of the plan year in progress at the time such participation begins in satisfying any applicable co-payment, deductible or out-of-pocket requirement under any analogous welfare plans that is not materially such employees or dependents are eligible to participate in accordance with the written on or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect immediately prior to after the Closing Date. (viii) Except , but only to the extent such as co-payment, deductible or out-of- pocket requirements would not have a material adverse effect, there are no material unresolved claims or disputes be deemed satisfied under the terms of, or in connection with, any Phone analogous Company Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced with respect to any material claimPlan. (ix) To the knowledge of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise). (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G of the Code, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, or any successor in interest, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute payments.

Benefit Plans. (i) With respect The Disclosure Letter lists all private Benefit Plans maintained or contributed to by the Corporation, true and complete copies of which were provided or made available to the Phone Purchaser (together with all related material documentation which accurately describe the benefits provided thereunder). No Benefit Plans, no event has occurred and there exists no condition Plan is or set of circumstances, in connection with which Phone or any of its subsidiaries would is intended to be subject to any liability that individually or a “registered pension plan” as defined in the aggregate would have a material adverse effect on Phone under the Employee Retirement Income Security Tax Act of 1974, as amended ("ERISA"Canada), the Code or any other applicable law. (ii) Each Phone Benefit Plan has been administered in accordance with its terms, except for any failures so to administer any Phone Benefit Plan that individually or in the aggregate would not have a all material adverse effect on Phone. The Phone Benefit Plans have been operated, and are, in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) of the Code and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") with respect to each such Phone Benefit Plan as respects according to its qualified status under the Codeterms and applicable Laws and there are no outstanding violations or defaults thereunder nor any actions, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement claims or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Phone or any of its subsidiaries proceedings pending or, to the knowledge of Phonethe Corporation, threatened which may interfere with the respective business activities of Phone respect to any Benefit Plan. No Benefit Plan is currently under a governmental investigation or any of its subsidiaries, except where such dispute, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreementaudit and, to the knowledge of Phonethe Corporation, none no such investigation or audit has been threatened. (iii) All contributions or premiums required to be made by the Corporation under the terms of Phoneeach Benefit Plan or pursuant to applicable Laws have been made in a timely fashion in accordance in all material respects with applicable Laws and the terms of the Benefit Plans, and the Corporation does not have any unfunded liabilities with respect to any of its subsidiaries or any the Benefit Plans which have not been accrued in the Financial Statements. No event has occurred which, to the knowledge of their respective representatives or employees has committed the Corporation, could subject the Corporation to any material unfair labor practice liability with respect to any tax, penalty or fiduciary duty in connection with any Benefit Plan which has not been accrued in the operation of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writingFinancial Statements. (viiv) None of the Benefit Plans covers Persons other than current employees of the Corporation and their dependants and beneficiaries or provides for the payment of post-employment or post-retirement benefits. (v) No employee Person will, as a result of Phone or any Phone subsidiary will be the Corporation entering into and completing the transactions contemplated by this Agreement, become entitled to (i) any material retirement, severance, bonus or other similar payment; (ii) except as contemplated by this Agreement, additional benefits or any the acceleration of the vesting or the time to exercise of any outstanding stock option or employee benefits, (iii) the forgiveness or postponement of payment or vesting of any indebtedness owing by such Person to the Corporation, or (iv) receive any additional payments or compensation under or in respect of any employee benefits under any Phone (including a cash surrender or similar payment in respect of outstanding stock options). No Benefit Plan exists that would require, as a result of the transactions contemplated by this Agreement (either alone Agreement, accelerated or in conjunction with increased funding requirements for any other event such as a termination of employment)Benefit Plan. (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior to the Closing Date that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect immediately prior to the Closing Date. (viii) Except such as would not have a material adverse effect, there are no material unresolved claims or disputes under the terms of, or in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced with respect to any material claim. (ix) To the knowledge of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise). (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G of the Code, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, or any successor in interest, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute payments.

Benefit Plans. (ia) With As soon as administratively practicable after the Effective Time, Parent shall take all reasonable action so that employees of Target and Target Bank shall be entitled to participate in each employee benefit plan, program or arrangement of Parent of general applicability (the "Parent Benefit Plans") to the same extent as similarly-situated employees of Parent and its Subsidiaries (it being understood that inclusion of the employees of Target and Target Bank in the Parent Benefit Plans may occur at different times with respect to the Phone Benefit Plansdifferent plans), no event has occurred and there exists no condition or set of circumstancesprovided, in connection with which Phone however, that nothing contained herein shall require Parent or any of its subsidiaries would be subject Subsidiaries to make any grants to any liability that individually former employee of Target or Target Bank under any discretionary equity compensation plan of Parent. Parent shall cause each Parent Benefit Plan in which employees of Target and Target Bank are eligible to participate to recognize, for purposes of determining eligibility to participate in, the aggregate would have a material adverse effect on Phone vesting of benefits and for all other purposes (but not for accrual of pension benefits) under the Employee Retirement Income Security Act of 1974, as amended ("ERISA")Parent Benefit Plans, the Code or any other applicable lawservice of such employees with Target and Target Bank to the same extent as such service was credited for such purpose by Target, provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. (iib) Each Phone Benefit Plan has been administered At and following the Effective Time, Parent shall honor, and the Surviving Corporation shall continue to be obligated to perform, in accordance with its their terms, except for any failures so to administer any Phone Benefit Plan that individually or in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operatedall benefit obligations to, and arecontractual rights of, in compliance with current and former employees of Target and Target Bank existing as of the applicable provisions of ERISAEffective Date, the Code and as well as all other applicable laws and the terms of all applicable collective bargaining employment, severance, deferred compensation, split dollar, supplemental retirement or "change-in-control" agreements, except for any failures to plans or policies of Target and Target Bank which are Previously Disclosed, subject in each case as the same may be in such compliance that individually modified or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) of the Code and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") terminated with respect to each certain executive officers of Target or Target Bank pursuant to an employment or change-in-control agreement. The severance or termination payments which are payable pursuant to such Phone Benefit Plan as to its qualified status under the Codeagreements, plans or has remaining a period policies of time under applicable Treasury regulations or IRS pronouncements Target and Target Bank (which have been quantified in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trustreasonable detail) have been Previously Disclosed. (c) At such time as employees of Target or Target Bank become eligible to participate in a medical, dental or health plan of Parent or its Subsidiaries, Parent shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions covered under the applicable medical, health or dental plans of Parent, (ii) provide full credit for under such plans any deductibles, co-payment and out-of-pocket expenses incurred by the employees and their beneficiaries during the portion of the calendar year prior to such participation and (iii) No Phone Benefit waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Plan is subject prior to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISAEffective Time. (ivd) No Phone Benefit Plan provides medical benefits (whether or not insured)Effective as of the Effective Time, with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ shall have entered into an employment agreement with First Community Bank, the form of which is set forth as Annex C hereto.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Phone or any of its subsidiaries pending or, to the knowledge of Phone, threatened which may interfere with the respective business activities of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting of any benefits under any Phone Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior to the Closing Date that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect immediately prior to the Closing Date. (viii) Except such as would not have a material adverse effect, there are no material unresolved claims or disputes under the terms of, or in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced with respect to any material claim. (ix) To the knowledge of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise). (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G of the Code, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, or any successor in interest, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute payments.

Benefit Plans. (ia) With respect Meadowbrook shall take all commercially reasonable action so that either contemporaneously with or as soon as administratively practicable after the Effective Time, employees of ProCentury and its Subsidiaries as of the Effective Time will be eligible to participate in the Phone Benefit Plansemployee benefit plans of Meadowbrook on substantially the same terms and conditions of similarly situated employees of Meadowbrook. Except as provided elsewhere in this Section 7.9(a) and in Section 7.9(b), no event has occurred and there exists no condition nothing in this Agreement shall require that Meadowbrook or set the Surviving Corporation, as applicable, continue the ProCentury Plans or shall limit the ability of circumstances, in connection with which Phone the Surviving Corporation to amend or terminate any of its subsidiaries would be subject to any liability that individually or in the aggregate would have a material adverse effect on Phone under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Code or any other applicable law. (ii) Each Phone Benefit Plan has been administered ProCentury’s Plans in accordance with their terms at any time. On or before the Effective Time, if directed in writing to do so by Meadowbrook, ProCentury shall take or cause to be taken all such action necessary to terminate the Century Surety Company 401(k) Plan (“Century 401(k) Plan”) and, as soon as reasonably practicable following the effective date of the termination, file an application for a favorable determination of the qualified status of the ProCentury 401(k) Plan upon its termstermination; provided, except for however, ProCentury shall not be obligated to take any failures so such requested action that is irrevocable until immediately prior to administer the Effective Time. Meadowbrook shall take such action as is reasonably necessary to permit any Phone Benefit outstanding participant loans under the Century 401(k) Plan of employees of ProCentury and its Subsidiaries as of the Effective Time to be transferred to a 401(k) plan maintained by Meadowbrook or its Subsidiaries (the “Meadowbrook 401(k) Plan”) prior to the date that individually or in such loans would go into a default status under the aggregate would not have a material adverse effect on PhoneCentury 401(k) Plan. The Phone Benefit Plans have been operated, and are, in compliance with As soon as reasonably practicable following the applicable provisions termination of ERISA, the Code and all other applicable laws Century 401(k) Plan and the terms issuance of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) of the Code and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory determination letter from by the Internal Revenue Service (the "IRS") with respect to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to confirming the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Century 401(k) Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefitsupon its termination, the full cost of which is borne by participants in the current or former employeeCentury 401(k) other than individual arrangements the amounts of which Plan who are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As employees of the date of this AgreementSurviving Corporation or Meadowbrook or its Subsidiaries shall be eligible to roll over their account balances, there is no labor disputeincluding any outstanding participant loans, strike or work stoppage against Phone or any of its subsidiaries pending or, to into the knowledge of Phone, threatened which may interfere with the respective business activities of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting of any benefits under any Phone Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employmentMeadowbrook 401(k). (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior to the Closing Date that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect immediately prior to the Closing Date. (viii) Except such as would not have a material adverse effect, there are no material unresolved claims or disputes under the terms of, or in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced with respect to any material claim. (ix) To the knowledge of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise). (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G of the Code, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, or any successor in interest, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute payments.

Benefit Plans. Company and Seller will take all action necessary or required to terminate the Company’s participation in all Company Benefit Plans prior to the Closing, and Seller shall indemnify Buyer or the Company for any claims or Liability related to administration of the Company Benefit Plans prior to the Closing. For the period prior to the Closing, the Company shall remain responsible for: (a) all Liabilities arising out of or relating to employee benefits or compensation plans, programs, agreements or arrangements sponsored, maintained or contributed to by the Company, including (i) With respect to all Liabilities arising under the Phone Company Benefit Plans, no event has occurred and there exists no condition or set of circumstances, in connection with which Phone or any of its subsidiaries would be subject to any liability that individually or in the aggregate would have a material adverse effect on Phone under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Code or any other applicable law. (ii) Each Phone Benefit Plan has been administered in accordance with its terms, except for any failures so to administer any Phone Benefit Plan that individually or in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operated, and are, in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) of the Code and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") Liabilities with respect to each such Phone Benefit Plan as to its qualified status under the Codesalaries, wages, commissions, bonuses, vacation, sick pay or has remaining a period of paid time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter off and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date other employee benefits of any determination opinion nature that are payable or advisory letter from the IRS which is reasonably likely owed to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement employee or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As independent contractor of the date Company in respect of this Agreement, there is no labor dispute, strike or work stoppage against Phone or any of its subsidiaries pending or, to the knowledge of Phone, threatened which may interfere with the respective business activities of Phone or any of its subsidiaries, except where services rendered by such dispute, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting of any benefits under any Phone Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior to the Closing Date that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect immediately individuals prior to the Closing Date. (viiib) Except such as would not have a material adverse effectall severance and related obligations arising in connection with the termination of any employee of the Company whose employment is terminated prior to the Closing Date, there are no material unresolved claims or disputes including all Liabilities to provide "continuation coverage" to employees (and their covered dependents) under the terms of, applicable health plans of the Company with respect to all qualifying events under COBRA; and (c) all Liabilities arising out of or in connection with, relating to any Phone Benefit Plan (other than routine undisputed claims for benefits), and no action, legal by any current or otherwise, has been commenced former employees or independent contractors of the Company with respect to any material claimpersonal injuries, including workers’ compensation, disability or similar workers’ protection claims, arising prior to the Closing Date, regardless of when any such claim is made or asserted. (ixd) To Company will pay or provide to the knowledge Company employees all compensation (including bonuses) and other benefits (including accrued sick leave, vacation, paid time off and personal days earned or accrued with respect to such employees’ service with the Company through the Closing. (e) Seller shall be responsible for any profit sharing contributions for 2009, if any. Prior to the Closing Date, Company and Seller shall take all actions necessary to fully vest each Company employee in all of Phonesuch employee’s accounts under the West Bancorporation, no Inc. Employee Savings and Stock Ownership Plan (“Seller’s 401(k) Plan”). Within a reasonable period of time on or after the Closing, Seller shall transfer from the Plan to the Section 401(a) defined contribution plan established by the Buyer (“Buyer’s 401(k) Plan”) an amount equal to the aggregate account balances of the non-exempt "prohibited transaction" (within ESOP portion of the meaning Seller’s 401(k) Plan held in the Seller’s 401(k) Plan as of section 4975(cthe date of transfer with respect to all Company employees. The transfer of assets contemplated by this Section 6.5(e) shall be in cash or a combination of cash and in kind, as may be mutually agreeable to Seller and Buyer. Prior to the date of such transfer, and as preconditions thereto: Seller shall deliver to Buyer a copy of the most recently issued IRS determination letter that the Seller’s 401(k) Plan is qualified under the Code together with a representation from the Seller that from the date of such determination letter through the date of the transfer nothing has occurred which would bring into question the validity of such letter and the qualifications of the Seller’s 401(k) Plan under the Code or ERISA. Seller shall not take any action with respect to the Seller’s 401(k) Plan to create a right on behalf of the Company employees to distribution of non-ESOP plan assets from the Seller’s 401(k) Plan prior to such transfer. Notwithstanding the foregoing, in the event Buyer determines that a transfer of assets would require one or more amendments to the Buyer’s 401(k) Plan to comply with the requirements of § 411(d)(6) of the Code, no transfer of assets to the Buyer’s 401(k) involving Plan will be required unless Buyer, in its sole discretion, consents to making such amendment(s). On or prior to the Closing Date, Seller shall deliver to Buyer a list of all Company employees, indicating thereon the total amount deferred in pre-tax or after-tax dollars to the Seller’s 401(k) Plan by each Company employee under the terms of § 402(g) of the Code with respect to the plan year of the Seller’s 401(k) Plan in which the Closing occurs and the amount and terms of any Phone Benefit promissory notes representing loans taken by participants in the Seller’s 401(k) Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise)are outstanding as of the Closing Date. (xf) Neither Phone nor Seller shall be responsible for the costs and consequences associated with the termination of any Phone subsidiary is obligated Company employee who does not remain employed with the Company through Closing. (g) Seller shall be responsible for providing all notices and continuation coverage required under COBRA to make any parachute payments all employees of the Company who are or become "M&A Qualified Beneficiaries" (as such term is defined in section 280G Treasury Regulations §54.4980B-9) as a result of the Codeconsummation of this Agreement. Specifically, and neither is a party Seller agrees that all obligations to any agreement that under certain circumstances is reasonably likely provide such continuation coverage to obligate it, M&A Qualified Beneficiaries are being allocated to Seller. If Seller or any successor of its Affiliates cease to maintain a group health care plan, then, notwithstanding any other provision of this Agreement to the contrary, Seller shall reimburse Buyers for any and all expenses incurred by Buyer in interest, to make any parachute payments that will not be deductible under section 280G excess of the Code. Neither Phone nor premiums collection by Buyers from M&A Qualified Beneficiaries and any Phone subsidiary is obligated actual reinsurance recoveries (including claims incurred under Buyers or its affiliates' group health plan, administrative fees, reinsurance premiums, etc.) in providing such continuation coverage to make reimbursement or gross-up payments to any person in respect to excess parachute paymentssuch M&A Qualified Beneficiaries.

Benefit Plans. (a) Parent agrees to cause the Surviving Corporation (i) With respect to the Phone Benefit Plans, no event has occurred and there exists no condition or set of circumstances, in connection with which Phone or any of its subsidiaries would be subject to any liability that individually or in the aggregate would have a material adverse effect on Phone under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Code or any other applicable law. (ii) Each Phone Benefit Plan has been administered in accordance with its terms, except maintain for any failures so to administer any Phone Benefit Plan that individually or in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operated, and are, in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) of the Code and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") with respect to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply one year after the Acceptance Time for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne individual employed by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of Company and its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining Subsidiaries without an employment agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of in effect on the date of this Agreement, there is no labor disputefor so long as the Company Employee remains so employed by the Surviving Corporation (it being agreed that for a period of one year, strike employees shall only be terminated for cause or work stoppage against Phone good reason; however, N▇▇▇▇▇ ▇▇▇▇ and S▇▇▇▇▇ ▇▇▇▇ may be terminated for any reason), (x) the base salary or any base wages of the employees of the Company and its subsidiaries pending or, Subsidiaries and (y) the Employee Benefit Plans (other than equity-based plans) in effect on the date of this Agreement or (ii) to provide compensation and employee benefits (other than equity-based plans) to each current employee of the knowledge of Phone, threatened which may interfere with the respective business activities of Phone or any of Company and its subsidiaries, except where such dispute, strike or work stoppage individually or Subsidiaries that are not materially less favorable in the aggregate would not have a material adverse to such employees than those benefits in effect for such employees on Phone. As of the date of this Agreement. In addition, Parent agrees to cause the Surviving Corporation to pay the bonuses for 2016, to the knowledge extent not yet paid, in the amount, to the persons and at the times set forth in Section 7.6 of Phonethe Disclosure Schedules and to continue to accrue and pay at times consistent with previous years bonuses for 2017 (it being agreed that no bonuses shall be paid to N▇▇▇▇▇ ▇▇▇▇ or S▇▇▇▇▇ ▇▇▇▇). (b) In addition to the agreement set forth in Section 7.6(a), none of Phonefrom and after the Acceptance Time, any of its subsidiaries Parent shall cause the Company or any of the Surviving Corporation, as applicable, to honor in accordance with their respective representatives or terms (as in effect on the date of this Agreement), all the Company’s employment, severance, change in control, retention, transition and termination agreements, plans and policies disclosed in the Disclosure Schedule, including any change in control provisions contained therein. (c) To the extent that employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone Company and its Subsidiaries become eligible to participate in any employee benefit plan, program or arrangement maintained by Parent or any of its subsidiariesSubsidiaries (including any severance plan), then for all purposes, including determining eligibility to participate, vesting and there is no material charge or complaint against Phone benefit accrual, service with the Company or any of its subsidiaries by Subsidiaries prior to the National Labor Relations Board Effective Time shall be treated as service with Parent or any comparable governmental agency pending of its Subsidiaries; provided, however, that such service need not be recognized to the extent that such recognition would result in any duplication of benefits. In addition, all such plans shall waive any pre-existing conditions, actively-at-work exclusions and waiting periods with respect to participation by and coverage of such employees and shall provide that any expenses, co-payments, and deductibles paid or threatened in writingincurred on or before the Acceptance Time and the Effective Time by or on behalf of any such employees shall be taken into account under applicable Parent benefit plans for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions. (vid) No provision contained in this Section 7.6 shall (i) create any right in any employee of Phone the Company to continued employment by Parent, the Company or any Phone subsidiary will be entitled the Surviving Corporation, or preclude the ability of Parent, the Company or the Surviving Corporation to any material payment, additional benefits or any acceleration of terminate the time of payment or vesting employment of any benefits under employee for any Phone Benefit Plan reason other than as a result of expressly provided for in Section 7.6(a); (ii) require Parent, the transactions contemplated by this Agreement (either alone Company or in conjunction with the Surviving Corporation to continue any other event such as a Company Employee Plans or prevent the amendment, modification or termination of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior to the Closing Date that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect immediately prior to thereof after the Closing Date. ; or (viiiiii) Except such be treated as would not have a material adverse effect, there are no material unresolved claims or disputes under the terms of, or in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced with respect an amendment to any material claimparticular employee benefit plan of Parent or the Company. (ix) To the knowledge of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise). (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G of the Code, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, or any successor in interest, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute payments.

Benefit Plans. (ia) With respect Parent shall cause the Surviving Corporation to ensure that all persons employed by the Phone Benefit Plans, no event has occurred Company and there exists no condition or set of circumstances, in connection with which Phone or any of its subsidiaries would be subject to any liability that individually immediately preceding the Effective Time, including those on vacation, leave of absence or in disability (the aggregate would have a material adverse effect on Phone under the Employee Retirement Income Security Act of 1974, as amended ("ERISAEFFECTIVE TIME EMPLOYEES"), will be employed by the Code Surviving Corporation or any other applicable law. (ii) Each Phone Benefit Plan has been administered in accordance with its terms, except the Parent on and after the Effective Time for any failures so to administer any Phone Benefit Plan that individually or in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operated, and are, in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) of the Code and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") with respect to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determinationat least one year, opinion or advisory as to on substantially the qualified status of each Phone Benefit Plan. To the knowledge of Phonesame terms (including salary, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or employee benefits, the full cost of which is borne by the current or former employeejob responsibility and location) other than individual arrangements the amounts of which are not material. (v) Phone has previously as those provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Phone or any of its subsidiaries pending or, to the knowledge of Phone, threatened which may interfere with the respective business activities of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting of any benefits under any Phone Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior to the Closing Date that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect Effective Time Employees immediately prior to the Closing DateEffective Time; provided, however, that the Surviving Corporation shall not be required to employ persons who were on disability or other leave of absence on or prior to the Effective Time and who do not return to work with the Surviving Corporation or the Parent after the Effective Time. (viiib) Except such Parent shall not, and shall cause the Surviving Corporation not to, at any time prior to 60 days after the Closing Date, effectuate a "plant closing" or "mass layoff" as would not have a material adverse effect, there those terms are no material unresolved claims or disputes under defined in the terms of, Worker Adjustment and Restraining Notification Act of 1988 ("WARN") affecting in whole or in connection withpart any facility, site of employment, operating unit or employee of the Company or any Phone Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced subsidiary of the Company without complying fully with respect to any material claimthe requirements of WARN. (ixc) To Effective as of the knowledge Effective Time and for a period of Phoneat least one year thereafter, no non-exempt "prohibited transaction" (within Parent shall cause the meaning of section 4975(cSurviving Corporation to continue to maintain, as sponsoring employer, the employee benefit plans listed in Section 5.11(c) of the CodeCompany Disclosure Schedule, and to continue health and welfare benefits that are comparable to those currently provided by the Company or its subsidiaries. Notwithstanding the foregoing sentence, however, the Surviving Corporation shall not be obligated to maintain any employee benefit plan listed in Section 5.11(c) involving any Phone Benefit Plan has occurred of the Company Disclosure Schedule if maintaining such plan would result in a loss of tax benefits or advantages due to a discrimination problem under the Code or ERISA. All welfare benefit plans of Parent or the Surviving Corporation in which the Company's or its subsidiaries' employees participate after the Effective Time shall (i) recognize expenses and claims that could subject Phone were incurred by the such employees in the plan year in which the Effective Time occurs for purposes of computing deductible amounts and copayments under the Company's plans as of the Effective Time and (ii) provide coverage for pre- existing health conditions to any material tax penalty the extent covered under the applicable plans or other cost or liability (by indemnification or otherwise)programs of the Company as of the Effective Time. In addition, employees of the Surviving Corporation shall receive credit for their prior service with the Company and its subsidiaries for eligibility and vesting purposes and for vacation accrual purposes. (xd) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G This Section shall survive the consummation of the CodeMerger at the Effective Time, is intended to benefit the Company, the Surviving Corporation and the Effective Time Employees, shall be binding upon all successors and assigns of the Surviving Corporation and the Parent, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, or any successor in interest, to make any parachute payments that will not shall be deductible under section 280G of enforceable by the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute paymentsEffective Time Employees.

Benefit Plans. Parent shall take all reasonable actions necessary to allow eligible employees of the Company and any of its Subsidiaries that will be employees of the Surviving Corporation and any of its Subsidiaries (i) With respect "Transitioned Employees"), to participate on substantially similar terms in benefit programs which are substantially comparable to those maintained for the benefit of, or offered to, similarly situated employees of Parent, as soon as practicable after the Effective Time, to the Phone Benefit Plansextent permitted by the terms of such Parent benefit plan or any insurance contract or agreement applicable thereto; provided, no event has occurred however, that in the case of plans for which the Company maintains a plan offering the same type of benefit, such participation need not be offered by Parent until the corresponding plan of the Company ceases to be available or is terminated after the Effective Time. Parent will recognize employment services of each Transitioned Employee with the Company and there exists no condition any of its Subsidiaries for purposes of eligibility and vesting (but not benefit accrual) under any benefit plan of Parent. Each Transitioned Employee's years of service with the Company and any of its Subsidiaries shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided that any vacation time offered by Parent in the calendar year of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or set of circumstances, in connection with which Phone paid to a Transitioned Employee by the Company or any of its subsidiaries would be subject to any liability that individually or Subsidiaries in the aggregate would have a material adverse effect on Phone under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Code or any other applicable law. (ii) Each Phone Benefit Plan has been administered in accordance with its terms, except for any failures so to administer any Phone Benefit Plan that individually or in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operated, and are, in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) calendar year of the Code Effective Time. In addition, Parent will use commercially reasonable efforts to (a) waive all limitations as to preexisting conditions, exclusions, waiting periods and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") service requirements with respect to each such Phone Benefit Plan as participation and coverage requirements applicable to its qualified status Transitioned Employees under the Codeany group health plan sponsored by Parent, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as except to the qualified status of each Phone Benefit Plan. To the knowledge of Phoneextent such preexisting conditions, no fact exclusion, waiting period or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of service requirement had not been satisfied by any such Phone Benefit Plan or Transitioned Employee as of the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is Effective Time under a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne group health plan sponsored by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone Company or any of its subsidiaries Subsidiaries; and (b) provide each Transitioned Employee with credit for any deductible, copayment and out-of-pocket limits applicable to which Phone such employees under any such group medical plan sponsored by the Company or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Phone or any of its subsidiaries pending or, to the knowledge of Phone, threatened which may interfere with the respective business activities of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, Subsidiaries and there is no material charge or complaint against Phone or any of its subsidiaries paid by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting of any benefits under any Phone Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee Transitioned Employee prior to the Closing Date that is not materially in accordance with Effective Time during the written or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect immediately prior to the Closing Date. (viii) Except such as would not have a material adverse effect, there are no material unresolved claims or disputes under the terms of, or in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced with respect to any material claim. (ix) To the knowledge of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) calendar year of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise)Effective Time. (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G of the Code, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, or any successor in interest, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute payments.

Benefit Plans. (ia) With Except as otherwise provided in this Agreement, at the Effective Time, COFI or one of its Subsidiaries shall be substituted for Alliance or an Alliance Subsidiary as the sponsoring employer under those employee benefit and welfare plans with respect to the Phone Benefit Plans, no event has occurred and there exists no condition or set of circumstances, in connection with which Phone Alliance or any of its subsidiaries would be subject to any liability that individually or in the aggregate would have Subsidiaries is a material adverse effect on Phone under the Employee Retirement Income Security Act of 1974sponsoring employer, as amended ("ERISA"), the Code or and any other applicable law. (ii) Each Phone Benefit Plan has been administered in accordance with its termsemployee benefit programs, except for any failures so to administer any Phone Benefit Plan that individually or in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operatedpolicies, and are, in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) of the Code and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") with respect to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service arrangements (other than coverage mandated by applicable law or benefits, the full cost of which is borne by the current or former employeeAlliance Stock Plans) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of in each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Phone or any of its subsidiaries pending or, to the knowledge of Phone, threatened which may interfere with the respective business activities of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, case as Previously Disclosed and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting of any benefits under any Phone Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior to the Closing Date that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect immediately prior to the Closing DateEffective Time (collectively, the "Alliance Arrangements"), and COFI or one of its Subsidiaries shall assume and be vested with all of the powers, rights, duties, obligations and liabilities previously vested in Alliance or the applicable Alliance Subsidiary with respect to each such Alliance Arrangement. Each such Alliance Arrangement shall be continued in effect by COFI or any applicable COFI Subsidiary after the Effective Time without a termination or discontinuance thereof as a result of the Transactions, subject to the power reserved to COFI or any applicable COFI Subsidiary under each such Alliance Arrangement to subsequently amend or terminate the Alliance Arrangement, which amendments or terminations shall comply with applicable law. COFI will use reasonable efforts (i) to effect said substitutions and assumption and (ii) to amend such Alliance Arrangements as to the extent necessary to provide for said substitutions and assumptions. (viiib) Except Notwithstanding anything contained in Section 6.14(a) to the contrary, at the written request of COFI, and to the extent permitted by applicable law, Alliance shall cause its 401(k) Pension Plan to be terminated or merged into a Pension Plan of COFI, as of the Effective Time. (c) At or as promptly as practicable after the Effective Time as COFI shall reasonably determine, COFI shall provide, or cause an COFI Subsidiary to provide, to each continuing full time employee of Alliance and its wholly-owned Subsidiaries (the "Continuing Employees") the opportunity to participate in each employee benefit and welfare plan maintained by COFI or an COFI Subsidiary, whichever is applicable, which is generally available to its full time employees on a uniform and non-discriminatory basis, provided that with respect to such as would plans maintained by COFI or an COFI Subsidiary, whichever is applicable, Continuing Employees shall be given credit for their past service with Alliance or an Alliance Subsidiary in determining eligibility for participation and vesting in benefits thereunder, and only with respect to vacation plans, accrual of benefits. Continuing Employees shall not have a material adverse effect, there are no material unresolved claims or disputes be subject to any waiting periods under the terms ofgroup health plan of COFI or any applicable COFI Subsidiary to the extent that such periods are longer than the periods imposed under the applicable Alliance group health plan and COFI shall use its reasonable efforts to cause its health insurance carrier to cover pre-existing conditions that were previously covered for a Continuing Employee under the Alliance health plan. To the extent that the initial period of coverage for Continuing Employees under any plan of COFI or an COFI Subsidiary, whichever is applicable, that is an "employee welfare benefit plan" as defined in Section 3(1) of ERISA is not a full 12-month period of coverage, Continuing Employees shall be given credit under the applicable welfare plan for any deductibles and co-insurance payments made by such Continuing Employees under the corresponding Alliance welfare plan during the balance of such 12-month period of coverage. Nothing contained herein shall obligate COFI or in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefitsCOFI Subsidiary to provide or cause to be provided any benefits duplicative to those provided under any benefit or welfare plan continued pursuant to Section 6.14(a), including, but not limited to, extending participation in any plan which is a Pension Plan relative to any period of time with respect to which allocations are made to Continuing Employees under any Pension Plan maintained or sponsored by Alliance or an Alliance Subsidiary. Nothing herein shall alter the power of COFI or any COFI Subsidiary to amend or terminate any benefit or welfare plans of COFI, Alliance or their respective Subsidiaries. Moreover, this subsection 6.14(c) shall not confer upon any Continuing Employee any rights or remedies hereunder and no actionshall not constitute a contract of employment or create any rights, legal to be retained or otherwise, has been commenced with respect to any material claim. (ix) To the knowledge of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise). (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G of the Code, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, employment at COFI or any successor in interest, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute paymentsCOFI Subsidiary.

Benefit Plans. (i) With respect to After the Phone Benefit PlansEffective Time, no event has occurred and there exists no condition or set all employees of circumstances, in connection with which Phone the Company or any Company ERISA Affiliate who are employed by Parent or any Parent ERISA Affiliate shall, at the option of its subsidiaries would Parent, either continue to be subject eligible to any liability that individually or participate in the aggregate would have a material adverse effect on Phone under the Employee Retirement Income Security Act of 1974an "employee benefit plan", as amended defined in Section 3(3) of ERISA (an "ERISAEmployee Benefit Plan"), of the Code Company which is, at the option of Parent, continued by Surviving Entity, or alternatively shall be eligible to participate in the same manner as other similarly situated employees of Parent or subsidiaries in any other applicable law. (ii) Each Phone Employee Benefit Plan has been administered in accordance with of Parent or its termssubsidiaries, except for any failures so to administer any Phone Benefit Plan that individually sponsored or in maintained by Parent after the aggregate would not have a material adverse effect on PhoneEffective Time. The Phone Benefit Plans have been operated, and are, in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) of the Code and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") with With respect to each such Phone Employee Benefit Plan of Parent, service with the Company or any Company ERISA Affiliate and the predecessor of any of them shall be included for purposes of determining eligibility to participate, vesting (if applicable) and determination of the level of entitlement to, benefits under such Employee Benefit Plan of Parent. Parent, at its sole discretion, may, or may cause its Parent ERISA Affiliates to, (i) waive all limitations, as to its qualified status preexisting conditions exclusions and waiting periods with respect to participation and coverage requirements applicable to all employees of the Company and the Company ERISA Affiliates who are employed by Parent under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer welfare plan" within the meaning of (as defined in Section 3(373(1) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether that such employees may be eligible to participate in after the Effective Time, other than limitations or not insured), waiting periods that are already in effect with respect to current or former such employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which are and that have not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As been satisfied as of the date of this Agreement, there is no labor dispute, strike or work stoppage against Phone or any of its subsidiaries pending or, to the knowledge of Phone, threatened which may interfere with the respective business activities of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting of any benefits Effective Time under any Phone Benefit Plan "welfare plan" (as a result defined in Section 3(1) of the transactions contemplated by this Agreement (either alone or in conjunction with any other event ERISA) maintained for such as a termination of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior to the Closing Date that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect immediately prior to the Closing Date. Effective Time, and (viiiii) Except provide each such employee of the Company who is employed by Parent with credit for any co-payments and deductibles paid prior to the Effective Time for the plan year within which the Effective Time occurs in satisfying any applicable deductible or out-of-pocket requirements under any "welfare plans" (as would not have a material adverse effectdefined in Section 3(1) of ERISA) that such employees are eligible to participate in after the Effective Time. After the Effective Time, there all Company Employees shall be provided, in the aggregate, with benefits that are no material unresolved claims or disputes under at least comparable to the terms ofbenefits for similarly situated employees of Parent, or shall be enrolled in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefits), and no action, legal such plans or otherwise, has been commenced with respect to any material claimprograms of Parent. (ix) To the knowledge of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise). (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G of the Code, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, or any successor in interest, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute payments.

Benefit Plans. (ia) For a period of one year after the Effective Time, Parent shall either (A) maintain or cause the Surviving Corporation (or, in the case of a transfer of all or substantially all the assets and business of the Surviving Corporation, its successors and assigns) to maintain the Company Benefit Plans at the benefit levels in effect on the date of this Agreement or (B) provide or cause the Surviving Corporation (or, in the case of a transfer of all or substantially all the assets and business of the Surviving Corporation, its successors and assigns) to provide benefits to employees of the Company and the Company Subsidiaries that are no less favorable in the aggregate to such employees than those provided to such employees under the Company Benefit Plans at the benefit levels in effect on the date of this Agreement. (b) From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation and its successors and assigns to, honor in accordance with their respective terms (as in effect on the date of this Agreement or as modified in accordance with Section 5.01(e)) all the Company’s employment, bonus, severance and termination and similar agreements, plans and policies. (c) With respect to the Phone Benefit Plans, no event has occurred and there exists no condition or set of circumstances, in connection with which Phone any employee benefit plan maintained by Parent or any of its subsidiaries would be subject to (including any liability that individually severance plan or in the aggregate would have a material adverse effect on Phone under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"policy), for all purposes, including determining eligibility to participate, level of benefits and vesting, service with the Code Company or any other applicable law. (ii) Each Phone Benefit Plan has been administered in accordance Company Subsidiary shall be treated as service with its terms, except for any failures so to administer any Phone Benefit Plan that individually or in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operated, and are, in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) of the Code and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") with respect to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone Parent or any of its subsidiaries; provided, however, that such service need not be recognized to the extent that such recognition would result in any duplication of benefits. (d) Parent shall waive, or cause to be waived, any pre-existing condition limitation under any welfare benefit plan maintained by Parent or any of its affiliates (other than the Company) in which employees of the Company and the Company Subsidiaries (and their eligible dependents) will be eligible to participate from and after the Effective Time, except to the extent that such pre-existing condition limitation would have been applicable under the comparable Company welfare benefit plan immediately prior to the Effective Time. As Parent shall recognize, or cause to be recognized, the dollar amount of all expenses incurred by each Company 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) Parent shall cause the Surviving Corporation to honor all vacation, personal and sick days accrued though the Effective Time by employees of the Company or any Company Subsidiary under the Company Benefit Plans as in effect on the date of this Agreement, there is no labor dispute, strike or work stoppage against Phone or any of its subsidiaries pending or, to the knowledge of Phone, threatened which may interfere with the respective business activities of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting of any benefits under any Phone Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior to the Closing Date that is not materially modified in accordance with the written or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect immediately prior to the Closing Date. (viii) Except such as would not have a material adverse effect, there are no material unresolved claims or disputes under the terms of, or in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefitsSection 5.01(e), and no action, legal or otherwise, has been commenced with respect to any material claim. (ix) To the knowledge of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise). (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G of the Code, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, or any successor in interest, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute payments.

Benefit Plans. Parent shall, from and after the Effective Time, (i) With respect until such time as employees of the Company are covered by or participating in Parent's medical, dental, life and short- and long-term disability insurance and 401(k) plans, comply with the Company's medical, dental, life, short- and long-term disability insurance and 401(k) plans in accordance with their terms to the Phone Benefit Plansextent not inconsistent with applicable law, (ii) provide employees of the Company who remain as employees of the Surviving Corporation with employee benefit plans which are no event has occurred and there exists no condition or set less favorable in the aggregate than those provided to similarly situated employees of circumstancesParent, in connection (iii) provide employees of the Company who remain as employees of the Surviving Corporation credit for years of service with which Phone the Company or any of its subsidiaries would be subject to any liability that individually or in the aggregate would have a material adverse effect on Phone under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Code or any other applicable law. (ii) Each Phone Benefit Plan has been administered in accordance with its terms, except for any failures so to administer any Phone Benefit Plan that individually or in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operated, and are, in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) of the Code and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") with respect to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Phone or any of its subsidiaries pending or, to the knowledge of Phone, threatened which may interfere with the respective business activities of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting of any benefits under any Phone Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior to the Closing Date that is Effective Time for the purpose of eligibility and vesting pursuant to Parent's plans and policies (but not materially in accordance with the written or otherwise preexisting terms and provisions for accrual of such Phone Benefit Plans in effect immediately prior benefits to the Closing Date. (viii) Except extent that such as credit would not have result in a material adverse effect, there are no material unresolved claims or disputes under the terms of, or in connection with, any Phone Benefit Plan (other than routine undisputed claims for duplication of benefits), and no action, legal or otherwise, has been commenced (iv) cause any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under comparable Company Employee Plans) and eligibility waiting periods under group health plans of Parent to be waived with respect to any material claim. (ix) To the knowledge of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) former employees of the CodeCompany who remain as employees of the Surviving Corporation (and their eligible dependents) involving and who become participants in similar group health plans of Parent or the Surviving Corporation. Former employees of the Company who remain as employees of the Surviving Corporation shall also be given credit for any Phone Benefit Plan has occurred that could subject Phone deductible or co-payment amounts paid in respect of the plan year of Parent in which the Effective Time occurs, to the extent, following the Effective Time, they participate in any material tax penalty of Parent's plans during such plan year for which deductibles or co-payments are required. Nothing in this Section 6.9 shall be interpreted as preventing Parent or its subsidiaries from amending, modifying or terminating any Company Employee Plans, or other cost contracts, arrangements, commitments or liability (by indemnification or otherwise)understandings. (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G of the Code, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, or any successor in interest, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute payments.

Benefit Plans. (i) With respect to To the Phone Benefit Plansextent not otherwise required by ------------- law, no event has occurred and there exists no condition or set of circumstances, in connection with which Phone or any of its subsidiaries would be subject to any liability that individually or in the aggregate would have a material adverse effect on Phone under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Code or any other applicable law. (ii) Each Phone Benefit Plan has been administered in accordance with its terms, except for any failures so to administer any Phone Benefit Plan that individually or in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operated, and are, in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) of the Code and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") with respect to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements one year after the Effective Time Parent intends to keep in which place Company welfare plans and fringe benefit plans on terms not materially less favorable to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory employees of the Company as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As were in effect as of the date of this Agreement. Parent may include Company employees in Parent's welfare plans (within the meaning of Section 3(1) of ERISA) and fringe benefit plans on the same basis and terms as Parent employees and, there is no labor disputein any event, strike or work stoppage against Phone or any with respect to particular welfare plans of its subsidiaries pending orParent, upon the termination of the equivalent Company welfare plans; and until such time of inclusion, Parent intends to cause the knowledge Surviving Corporation to maintain in effect, on terms not materially less favorable to employees of Phone, threatened which may interfere with the respective business activities of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or Company as were in the aggregate would not have a material adverse effect on Phone. As of at the date of this Agreement, all existing employee plans of the Company. All welfare benefit plans of Parent or the Surviving Corporation in which the Company's employees participate after the Effective Time shall (i) recognize expenses and claims that were incurred by the Company's employees in the year in which the Effective Time occurs and entitle Company employees to applicable copayments and deductibles, if any, at a rate not higher than that in effect under the corresponding welfare benefit plan of the Company in effect at the Effective Time, and (ii) provide coverage for preexisting health conditions to the knowledge of Phone, none of Phone, any of its subsidiaries extent covered under the applicable plans or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation programs of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration Company as of the time of payment or vesting of any benefits Effective Time. In addition, for eligibility purposes under any Phone Benefit Plan as a result plans of the transactions contemplated by this Agreement (either alone Surviving Corporation or in conjunction with any other event such as a termination of employment). (vii) To the knowledge of PhoneParent, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries service by an authorized Phone employee Employee for the Company prior to the Closing Date Effective Time shall be taken into account to the same extent as service for the Parent; provided, that is nothing hereby shall require the -------- inclusion any such Employee in any such plan prior to the Effective Time, and further provided, that in determining the amount of vacation pay owed to any ------- -------- such Employee from and after the Effective Time under the applicable terms of the vacation pay plan of the Surviving Corporation or the Parent (which terms need not materially be comparable to the terms of the vacation plan or policy of the Company), credit shall be given for such Employee's service for the Company prior to the Effective Time. Employees of the Company as of the Effective Time shall be permitted to participate in accordance Parent's Employee Stock Purchase Plan (if any) commencing on the first enrollment date following the Effective Time, subject to compliance with the written or otherwise preexisting terms and eligibility provisions of such Phone Benefit Plans in effect immediately prior to plan (with employees receiving credit, for purposes of such eligibility provisions, for service with the Closing Date. (viii) Except such as would not have a material adverse effect, there are no material unresolved claims or disputes under the terms of, or in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced with respect to any material claim. (ix) To the knowledge of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwiseCompany). (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G of the Code, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, or any successor in interest, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute payments.

Benefit Plans. (i) With The Buyer and the Seller shall take such actions as are necessary and reasonably requested by the other party to cause the Buyer to assume sponsorship of the Benefit Plans and any related contracts, policies, agreements, trust or similar instruments specifically listed on Section 7.5(d) of the Disclosure Schedule (respectively, the "Assumed Benefit Plans" and the "Benefit Contracts") --------------------- ----------------- as of the Closing and to effect the transfer of all assets and benefit liabilities of the Assumed Benefit Plans and assignment of all Benefit Contracts, effective as soon as practicable following the Closing; provided, however, that Buyer shall not be assuming or be responsible -------- ------- for any obligation or liability with respect to the Phone any Benefit Plans, no event has occurred and there exists no condition or set of circumstances, in connection with which Phone or any of its subsidiaries would be subject to any liability Plan that individually or is not an Assumed Liability. Except as provided in the aggregate would have a material adverse effect on Phone under the Employee Retirement Income Security Act of 1974, as amended ("ERISA")preceding sentence, the Code Buyer and its Affiliates shall not be obligated to continue or assume any other applicable lawemployee benefit plan or program of the Seller or its Affiliates. (ii) Each Phone Benefit Plan has been administered in accordance with its terms, except for any failures so to administer any Phone Benefit Plan that individually or in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operated, and are, in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) Effective as of the Code and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") with respect to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured)Closing, with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefitsthe Transferred Employees, the full cost of which is borne by the current Buyer shall, or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of shall cause its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of the date of this AgreementAffiliates to, there is no labor dispute, strike or work stoppage against Phone or any of its subsidiaries pending or, to the knowledge of Phone, threatened which may interfere recognize all service with the respective business activities of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries or Seller and any of their respective representatives Affiliates for purposes of eligibility, vesting, vacation and severance determinations and other seniority-based benefits (but not benefit accrual under any defined benefit pension plan) under any employee benefit plan, program or employees has committed any material unfair labor practice in connection with arrangement maintained for the operation benefit of the respective businesses of Phone or any of its subsidiariesTransferred Employees at and/or after the Closing, and there is no material charge or complaint against Phone or any of its subsidiaries by to the National Labor Relations Board or any same extent such service was recognized under a comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting of any benefits under any Phone Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment with Plan. With respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior to the Closing Date benefit plan that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect immediately prior to the Closing Date. (viii) Except such as would not have a material adverse effect, there are no material unresolved claims or disputes under the terms of, or in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced with respect to any material claim. (ix) To the knowledge of Phone, no non-exempt "prohibited transactionwelfare benefit plan" (within the meaning of section 4975(cSection 3(1) of ERISA) maintained for the Codebenefit of Transferred Employees at and after the Closing, the Buyer shall use its commercially reasonable efforts to (A) involving cause there to be waived any Phone pre-existing condition limitations and (B) give effect, in determining any deductible and maximum out-of-pocket limitations for the year in which the Closing occurs, to claims incurred and amounts paid by, and amounts reimbursed to, the Transferred Employees for such year under comparable Benefit Plan has occurred that could subject Phone Plans or Foreign Plans (if applicable) in which such employees participated immediately prior to any material tax penalty or other cost or liability (by indemnification or otherwise)the Closing. (xiii) Neither Phone nor The obligation to provide continuation coverage benefits under Section 4980B of the Code with respect to any Phone subsidiary is obligated termination of employment that occurs before, on or after the Closing to make Employees or Former Employees (including any parachute payments Employee who does not become a Transferred Employee) and their beneficiaries shall be assumed by the Buyer as of the Closing. However, the Buyer shall only be responsible for notices required to be provided in respect of any "qualifying event" (as such term is defined in section 280G Section 4980B of the Code) occurring as a result of, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, on or any successor in interest, to make any parachute payments that will not be deductible under section 280G of after the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute paymentsClosing.

Benefit Plans. (ia) With Parent agrees that, during the period commencing at the Effective Time and continuing for a reasonable period thereafter, the employees of Company and its Subsidiaries will continue to be provided with benefits under employee benefit plans (other than stock option or other plans involving the potential issuance of securities) which on average are substantially as favorable in the aggregate as those currently provided by Company and its Subsidiaries to such employees (except with respect to the Phone Benefit Plans401(k) plan as provided below). (b) Unless Parent consents otherwise in writing, no event has occurred and there exists no condition Company shall take all action necessary to terminate, or set cause to be terminated, before the Effective Time, any Company Employee Plan that is a 401(k) plan or other defined contribution retirement plan. Parent shall permit the rollover of circumstances, the accounts of participants in connection with which Phone the Company 401(k) plans to the Parent 401(k) plan (including outstanding loans of those participants who became employees of Parent or any of its subsidiaries would be subject to any liability that individually Subsidiaries, or in who remain employees of the aggregate would have a material adverse effect on Phone under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Code Surviving Corporation or any other applicable lawof its Subsidiaries). (iic) Each Phone Benefit Plan has been administered in accordance with its terms, except for any failures so to administer any Phone Benefit Plan that individually or in Upon the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operated, and are, in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) termination of the Code and each trust intended to qualify under section 501(a) of the Code has either received a favorable determinationCompany welfare plans, opinion or advisory letter from the Internal Revenue Service Parent shall include Company employees in Parent's welfare plans (the "IRS") with respect to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(373(1) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether and fringe benefit plans on the same basis and terms as similarly situated Parent employees currently participate. All welfare benefit plans of Parent or not insured), with respect to current or former the Surviving Corporation in which employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone Company or any of its subsidiaries Subsidiaries participate after the Effective Time shall (i) recognize expenses and claims that were incurred by such employees in the year in which the Effective Time occurs toward applicable co-payments, out of pocket maximums and deductibles, and (ii) provide coverage for preexisting health conditions to which Phone the extent covered under the applicable plans or programs of Company or any of its subsidiaries is a partySubsidiaries as of the Effective Time. No collective bargaining agreement is being negotiated In addition, for eligibility purposes (including waiting period and evidence of insurability), under plans of the Surviving Corporation or renegotiated Parent, service by Phone an employee for Company or any of its subsidiaries. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Phone or Subsidiaries and any of its subsidiaries pending or, to the knowledge of Phone, threatened which may interfere with the respective business activities of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting of any benefits under any Phone Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee predecessor prior to the Closing Date Effective Time shall be taken into account to the same extent as service for Parent; provided, however, that is not materially nothing herein shall require the inclusion of any such employee in accordance with the written or otherwise preexisting terms and provisions of any such Phone Benefit Plans in effect immediately plan prior to the Closing Date. (viii) Except Effective Time, and provided further, that in determining the amount of vacation pay owed to any such as would not have a material adverse effect, there are no material unresolved claims or disputes employee from and after the Effective Time under the applicable terms of, or in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced with respect to any material claim. (ix) To the knowledge of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise). (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G vacation pay plan of the Code, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, Surviving Corporation or any successor in interest, to make any parachute payments that will Parent (which terms need not be deductible under section 280G comparable to the terms of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute payments.vacation plan or

Benefit Plans. (ia) With respect Parent shall from and after the Effective Time, assume and comply with the Benefit Plans and Parent agrees to honor and perform the Company’s and its subsidiaries’ obligations under such plans and agreements in accordance with their terms. Parent shall provide the employees of the Company and its subsidiaries with (A) benefits under employee benefit plans that are no less favorable in the aggregate than those provided by the Company and its subsidiaries on the date hereof, provided that for this purpose benefits under employee benefit plans of Parent shall be deemed to be no less favorable in the aggregate than those provided by the Company and its subsidiaries on the date hereof and (B) until the first anniversary of the Effective Time, severance benefits on a person-by-person basis that are equal to the Phone Benefit Plansbetter of either (x) the severance benefits provided under the Company’s Corporate Severance Package Merger and Acquisition Related Downsizing or (y) the severance benefits provided by Parent from time to time. In the case of clause (y), no event has occurred any such severance benefits shall be provided pursuant to the terms and conditions of Parent’s Displaced Employee Assistance Plan, and in the case of clause (x), any such severance benefits shall be subject to the employee’s execution and non-revocation of a release and, to the extent that Parent consults with the Chief Executive Officer of the Company about such terms and conditions, such benefits shall be provided pursuant to the procedures and administrative terms and conditions of Parent’s Displaced Employee Assistance Plan. For purposes of clarity, severance benefits shall be provided under either clause (x) or (y) and there exists no condition or set shall not be any combination thereof. In addition Parent shall (1) provide employees of circumstances, in connection the Company and its subsidiaries credit for all years of service with which Phone the Company or any of its subsidiaries and their predecessors prior to the Effective Time for the purpose of eligibility, vesting and benefit accruals (other than benefit accruals under a defined benefit pension plan and as would be subject to any liability that individually or result in the aggregate would have a material adverse effect on Phone under the Employee Retirement Income Security Act duplication of 1974, as amended ("ERISA"benefits), (2) cause any and all pre-existing condition limitations (to the Code extent such limitations did not apply to a pre-existing condition under comparable Benefit Plans) and eligibility waiting periods under group health plans of Parent to be waived with respect to employees of the Company and its subsidiaries who remain as employees of Parent or its subsidiaries (and their eligible dependents) and (3) cause to be credited any other applicable law. (ii) Each Phone Benefit Plan has been administered deductibles or out-of-pocket expenses incurred by employees of the Company and its subsidiaries and their beneficiaries and dependents during the portion of the calendar year prior to their participation in Parent’s health plans with the objective that there be no double counting during the year in which the Closing Date occurs of such deductibles or out-of-pocket expenses. Parent and the Company agree to honor, or to cause to be honored, in accordance with its their terms, except for any failures so to administer any Phone Benefit Plan that individually all vested or in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operatedaccrued benefit obligations to, and arecontractual rights of, in compliance with the applicable provisions of ERISA, the Code current and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) former employees of the Code Company and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") with respect to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Phone or any of its subsidiaries pending or, to the knowledge of Phone, threatened which may interfere with the respective business activities of Phone or any of its subsidiaries, except where such disputeincluding, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement, to the knowledge of Phone, none of Phonewithout limitation, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting of any benefits under any Phone Benefit Plan rights arising as a result of the transactions contemplated by this Agreement Plan (either alone or in conjunction combination with any other event such as event); it being understood and agreed by the parties hereto that the transactions contemplated by this Plan shall constitute a termination “change in control” of employment)the Company for purposes of the Benefit Plans that have been Previously Disclosed. (viib) To This Section 5.12 shall inure exclusively to the knowledge benefit of Phoneand be binding upon the parties hereto and their respective successors, no material oral assigns, executors and legal representatives. Without limiting the generality of Section 8.13, nothing in this Section 5.12, express or written representation implied: (i) is intended to confer on any person other than the parties hereto or commitment with respect their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Plan; (ii) shall require the Parent to maintain any specific Benefit Plan or to guarantee employment of any employee for any period of time after the Effective Time; and (iii) shall constitute an amendment to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior to the Closing Date that is not materially in accordance with the written Parent compensation or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect immediately prior to the Closing Datebenefit plan or arrangement. (viii) Except such as would not have a material adverse effect, there are no material unresolved claims or disputes under the terms of, or in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced with respect to any material claim. (ix) To the knowledge of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise). (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G of the Code, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, or any successor in interest, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute payments.

Benefit Plans. (ia) With respect Subject to the Phone terms of any collective bargaining agreement currently in effect or which may be in effect in the future, Parent shall cause the Surviving Entity to maintain for a period of one year after the Effective Time the Company Benefit Plans, no event has occurred Plans as in effect on the date of this Agreement as set forth on the Company Disclosure Letter or to provide benefits (excluding benefits attributable to equity-based plans or grants) to each current employee of the Company and there exists no condition or set of circumstances, in connection with which Phone or any of its subsidiaries would be subject to any liability the Company Subsidiaries that individually or are at least as favorable in the aggregate would have a material adverse to such employees as those in effect on Phone under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Code or any other applicable law. (ii) Each Phone Benefit Plan has been administered in accordance with its terms, except for any failures so to administer any Phone Benefit Plan that individually or in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operated, and are, in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) of the Code and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") with respect to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of the date of this Agreement. With respect to benefits attributable to equity-based plans or grants, there is no labor disputeParent shall, strike or work stoppage against Phone shall cause the Surviving Entity to, provide that each Company employee shall be eligible to receive grants in the same manner as similarly situated employees of Parent or any of its subsidiaries pending orParent Subsidiary. (b) From and after the Effective Time, Parent shall, and shall cause the Surviving Entity to the knowledge of Phone, threatened which may interfere honor in accordance with the their respective business activities of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or terms (as in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement), all the Company's employment, severance and termination agreements, plans and policies disclosed in the Company Disclosure Letter. (c) With respect to any employee benefit plan, program or arrangement maintained by Parent or any Parent Subsidiary (including any severance plan), for all purposes of determining eligibility to participate and vesting but not for purposes of benefit accrual, service with the Company or any Company Subsidiary shall be treated as service with Parent or any Parent Subsidiary; provided, however, that such service need not be recognized to the knowledge extent that such recognition would result in any duplication of Phonebenefits. (d) Parent shall waive, none of Phoneor cause to be waived, any of its subsidiaries or pre-existing condition limitation under any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone welfare benefit plan maintained by Parent or any of its subsidiaries, affiliates (other than the Company) in which employees of the Company and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. Company Subsidiaries (viand their eligible dependents) No employee of Phone or any Phone subsidiary will be entitled eligible to any material paymentparticipate from and after the Effective Time, additional benefits or any acceleration of the time of payment or vesting of any benefits under any Phone Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior except to the Closing Date extent that is not materially in accordance with such pre-existing condition limitation would have been applicable under the written or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect comparable Company welfare benefit plan immediately prior to the Closing Date. Effective Time. Parent shall recognize, or cause to be recognized, the dollar amount of all expenses incurred by each Company employee (viiiand his or her eligible dependents) Except during the calendar year in which the Effective Time occurs for purposes of satisfying such as would not have a material adverse effect, there are no material unresolved claims or disputes year's deductible and co-payment limitations under the terms of, or relevant welfare benefit plans in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefits), which they will be eligible to participate from and no action, legal or otherwise, has been commenced with respect to any material claimafter the Effective Time. (ix) To the knowledge of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise). (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G of the Code, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, or any successor in interest, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute payments.

Benefit Plans. (i) With respect to the Phone Benefit Plans, no event has occurred and there exists no condition or set of circumstances, in connection with which Phone or any of its subsidiaries would be subject to any liability that individually or in the aggregate would have a material adverse effect on Phone under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Code or any other applicable law. (ii) Each Phone Benefit Plan has been administered in accordance with its terms, except for any failures so to administer any Phone Benefit Plan that individually or in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operated, and are, in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) of the Code and each trust intended to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") with respect to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Phone or any of its subsidiaries pending or, to the knowledge of Phone, threatened which may interfere with the respective business activities of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting of any benefits under any Phone Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employment). (viia) To the knowledge extent requested by Parent no later than five (5) days prior to the Closing Date, effective as of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee the day immediately prior to the Closing Date and contingent upon the occurrence of the Closing, the Company shall adopt resolutions to terminate or cause the termination of each U.S. tax-qualified defined contribution plan provided to Company Employees. (b) Following the Effective Time, Parent will arrange for each participant (including, without limitation, all dependents) in the Company Employee Plans (the “Company Participants”) to participate in plans or arrangements of Parent or its applicable subsidiary that are substantially similar to the Company Employee Plans set forth on Section 3.17(a) of the Company Disclosure Schedule, in the aggregate (“Parent Plans”). To the extent that any Company Participant is not materially eligible to participate in accordance with any Parent Plan (other than any U.S. tax-qualified defined contribution plan sponsored by Parent) as of immediately following the written Effective Time due to eligibility waiting periods applicable to Parent Plans, Parent will continue (or otherwise preexisting cause the Company to continue) to maintain the Company Employee Plans (other than any U.S. tax-qualified defined contribution plan provided to Company Employees) on substantially the same terms and provisions of such Phone Benefit Plans as in effect immediately prior to the Effective Time until such time as the eligibility waiting periods applicable to the Parent Plans are satisfied. Following the Closing Date, Parent will use commercially reasonable efforts to cause (i) each Company Participant to receive credit for purposes of eligibility to participate and vesting under such Parent Plans for years of service with the Company (or any predecessors) prior to the Closing Date, and (ii) any and all pre-existing condition limitations, eligibility waiting periods and evidence of insurability requirements under any Parent Plans that are group health plans in which such the Company Participants will participate to be waived and will use commercially reasonable efforts to provide credit for any co-payments and deductibles prior to the Closing Date for purposes of satisfying any applicable deductible, out-of-pocket or similar requirements under any such plans that may apply after the Closing Date. (viii) Except such as would not have a material adverse effect, there are no material unresolved claims or disputes under the terms of, or in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced with respect to any material claim. (ix) To the knowledge of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise). (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G of the Code, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, or any successor in interest, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute payments.

Benefit Plans. (ia) With respect During the period beginning on the Closing Date and ending on December 31, 2015, the Surviving Corporation shall provide, or cause to be provided, for each of the Phone Benefit Plans, no event has occurred Company Employees who continue as employees of the Surviving Corporation and there exists no condition or set of circumstances, in connection with which Phone or any of its subsidiaries would be subject to any liability that individually or in Subsidiaries (the aggregate would have a material adverse effect on Phone under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"“Continuing Employees”), the Code or any other applicable law. (ii) Each Phone Benefit Plan has been administered ability to participate in accordance with its terms, except for any failures so to administer any Phone Benefit Plan those group benefit plans that individually or are identified in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operated, and are, in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, except for any failures to be in such compliance that individually or in the aggregate would not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(aSchedule 7.1(a) of the Code Company Disclosure Schedule and each trust intended available to qualify under section 501(a) of the Code has either received a favorable determination, opinion or advisory letter from the Internal Revenue Service (the "IRS") with respect to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which are not material. (v) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Phone or any of its subsidiaries pending or, to the knowledge of Phone, threatened which may interfere with the respective business activities of Phone or any of its subsidiaries, except where such dispute, strike or work stoppage individually or in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement, to the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice in connection with the operation of the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting of any benefits under any Phone Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee prior to the Closing Date (as such Employee Benefit Plans may be amended from time to time after the Closing Date), subject in all cases to the terms and conditions of the applicable plan. (b) Except as provided in Section 7.1(b) of the Company Disclosure Schedule, for the period beginning on the Closing Date and ending on December 31, 2015, the Surviving Corporation shall provide, or cause to be provided, to each Continuing Employee (i) base compensation and incentive compensation potential (including a commission based plan) that is the same as the base compensation and incentive compensation (including commission based plan, but disregarding any equity based compensation provided by Company for this purpose) provided to each such employee immediately prior to the Closing Date, and (ii) the bonuses set forth on Section 6.2 of the Company Disclosure Schedule to each Continuing Employee set forth on such schedule, to the extent such bonuses have not materially in accordance otherwise been paid by the Company to such Continuing Employees prior to Closing. (c) Surviving Corporation shall provide, or cause to be provided, to each Continuing Employee credit for purposes of eligibility, vesting, and vacation entitlement (but not for purposes of any defined benefit plan or equity award) for service with the written or otherwise preexisting terms Company and/or its Subsidiaries, under comparable employee benefit plans, programs and provisions policies of Parent in which such Phone Continuing Employees become participants, to the same extent and for the same purposes as such service was recognized under any corresponding Employee Benefit Plans Plan in effect immediately prior to the Closing Date, subject to offsets for previously accrued benefits and no duplication of benefits. (viiid) Except such as would not have a material adverse effect, there are no material unresolved claims Nothing herein shall be deemed to modify or disputes under the terms ofamend any arrangement of Parent, or in connection withto be a guarantee of employment for any employee of the Company, or to change the at-will status of Continuing Employees or restrict the right of Parent or the Surviving Corporation to terminate any Phone Benefit Plan (other than routine undisputed claims for benefits), and no action, legal such employee or otherwise, has been commenced with respect to give any person any right to any material claimspecific terms or conditions of employment. (ix) To the knowledge of Phone, no non-exempt "prohibited transaction" (within the meaning of section 4975(c) of the Code) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise). (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G of the Code, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, or any successor in interest, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Phone nor any Phone subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute payments.

Benefit Plans. (ia) With respect Subject to the Phone Benefit Plans, no event has occurred and there exists no condition or set of circumstances, in connection with which Phone or any of its subsidiaries would be subject to any liability that individually or in the aggregate would have a material adverse effect on Phone under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Code or any other applicable law. (ii) Each Phone Benefit Plan has been administered in accordance with its terms, except for any failures so to administer any Phone Benefit Plan that individually or in the aggregate would not have a material adverse effect on Phone. The Phone Benefit Plans have been operated, and are, in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements, from the Effective Time through December 31, 2006, except for any failures as set forth below, Parent shall provide or cause the Surviving Corporation to be in such compliance that individually or provide to employees of the Company and the Company Subsidiaries who remain employed by the Surviving Corporation and its subsidiaries compensation and employee benefits that, taken as a whole, are comparable in the aggregate would to those provided to such employees immediately prior to the Effective Time (it being understood and agreed that modifications to Company Benefit Plans that have been announced to participants or planned and otherwise disclosed to Parent but not have a material adverse effect on Phone. Each Phone Benefit Plan intended to qualify under section 401(a) yet implemented as of the Code and each trust intended to qualify under section 501(a) Effective Time shall be taken into account for purposes of the Code has either received a favorable determinationforegoing). Without limiting the foregoing, opinion or advisory letter from the Internal Revenue Service (the "IRS") with respect to each such Phone Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination, opinion or advisory as to the qualified status of each Phone Benefit Plan. To the knowledge of Phone, no fact or event has occurred since the date of any determination opinion or advisory letter from the IRS which is reasonably likely to affect adversely the qualified status of any such Phone Benefit Plan or the exempt status of any such trust. (iii) No Phone Benefit Plan is subject to Title IV of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. (iv) No Phone Benefit Plan provides medical benefits (whether or not insured)Parent agrees that, with respect to current service through December 31, 2006, it shall, or former employees after retirement shall cause the Surviving Corporation to, maintain the employer matching contribution component of the Maytag Corporation Salary Savings Plan without reduction. Parent and the Company agree and acknowledge that consummation of the Transactions shall constitute a "change of control" for purposes of each applicable Company Benefit Plan and Company Benefit Agreement. Nothing herein shall be construed to prohibit Parent or other termination the Surviving Corporation from amending or terminating any Company Benefit Plan in accordance with the terms thereof and with applicable Law, so long as they comply with the requirements of service (other than coverage mandated by applicable law or benefits, the full cost of which is borne by the current or former employee) other than individual arrangements the amounts of which are not materialthis Section 6.05. (vb) Phone has previously provided to ▇▇▇▇▇▇▇▇.▇▇▇ a copy of each collective bargaining or other labor union contract applicable to persons employed by Phone or any of its subsidiaries to which Phone or any of its subsidiaries is a party. No collective bargaining agreement is being negotiated or renegotiated by Phone or any of its subsidiaries. As of From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, honor in accordance with their respective terms (as in effect on the date of this Agreement), there is no labor disputeall the Company Benefit Plans and Company Benefit Agreements disclosed in Sections 3.10(b) and 3.11(a) of the Company Disclosure Letter (subject, strike or work stoppage against Phone or any of its subsidiaries pending orin each case, to the knowledge right of Phone, threatened which may interfere Parent or the Surviving Corporation to amend or terminate any Company Benefit Plan or Company Benefit Agreement in accordance with the respective business activities terms thereof and with applicable Law). For purposes of Phone eligibility, vesting and benefit accrual (other than benefit accrual under defined benefit pension plans) under the employee benefit plans of Parent and its subsidiaries providing benefits after the Effective Time to any employee of the Company or any Company Subsidiary immediately prior to the Effective Time (all such plans, collectively, the "New Plans"), each such employee shall be credited with all years of its subsidiariesservice for which such employee was credited before the Effective Time under any comparable Company Benefit Plans, except where such disputecrediting would lead to a duplication of benefits or to the extent such service credit is not provided under a newly adopted plan to similarly situated employees of Parent who were never employees of the Company and its affiliates. In addition and without limiting the generality of the foregoing, strike (i) Parent shall use its commercially reasonable efforts to cause each employee of the Company or any Company Subsidiary as of the Effective Time to be immediately eligible to participate, without any waiting period, in any and all New Plans to the extent coverage under any such New Plan replaces coverage under a comparable Company Benefit Plan in which such employee participated immediately prior to the Effective Time (all such plans, collectively, the "Old Plans"), (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any such employee, Parent shall use its commercially reasonable efforts to cause all pre-existing condition exclusions, limitations and actively-at-work stoppage individually requirements of such New Plan to be waived for such employee and his or her covered dependent (to the extent such exclusions, limitations and actively-at-work requirements were waived or satisfied as of the Effective Time under the corresponding Old Plan) and (iii) all deductibles, coinsurance and maximum out-of-pocket expenses incurred by such employee and his or her covered dependents under any Old Plan during the portion of the plan year of such Old Plan ending on the date such employee's participation in the aggregate would corresponding New Plan begins shall be taken into account under such New Plan for purposes of satisfying all deductible, co-insurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan. (c) Nothing contained herein shall be construed as requiring Parent or the Surviving Corporation to continue the employment of any specific person. (d) The Company may provide up to the Retention Amount as a retention pool (the "Retention Pool") for the purposes of retaining the services of employees of the Company and the Company Subsidiaries ("Company Employees") who are key employees. The Chief Executive Officer of the Company shall determine in his sole discretion, subject to approval by (i) the Company Board (or the Compensation Committee thereof) and (ii) Parent (whose approval shall not have be unreasonably withheld), the Company Employees eligible to receive retention awards from the Retention Pool (who shall not include Primary Company Executives) (each, a material adverse effect on Phone"Retention Bonus"), the amounts of the Retention Bonus, individually and in the aggregate, and any criteria for payment of the Retention Bonus. As Any Retention Bonus shall be intended to retain the services of the recipient through, and shall be payable (if such recipient still remains employed by the Company and the Company Subsidiaries at such time) as soon as practicable following (but in no event more than 30 days following) the first to occur of (x) the 90th day following the Closing Date or (y) if this Agreement is terminated pursuant to Section 8.01 hereof, the date of this Agreementsuch termination (such first to occur, to the knowledge of Phone, none of Phone, any of its subsidiaries or any of their respective representatives or employees has committed any material unfair labor practice "Vesting Date"); provided that such Retention Bonus shall be payable in connection with the operation of event that the respective businesses of Phone or any of its subsidiaries, and there is no material charge or complaint against Phone or any of its subsidiaries by the National Labor Relations Board or any comparable governmental agency pending or threatened in writing. (vi) No employee of Phone or any Phone subsidiary will be entitled to any material payment, additional benefits or any acceleration of the time of payment or vesting of any benefits under any Phone Benefit Plan as a result of the transactions contemplated by this Agreement (either alone or in conjunction with any other event such as a termination of employment). (vii) To the knowledge of Phone, no material oral or written representation or commitment with respect to any aspect of any Phone Benefit Plan applicable recipient's employment has been made to employees of Phone or any Phone subsidiaries by an authorized Phone employee terminated (i) prior to the Closing Date that is not materially in accordance with without cause by mutual agreement of Parent and the written or otherwise preexisting terms and provisions of such Phone Benefit Plans in effect immediately Company, (ii) following the Closing Date but prior to the Closing Datedate of payment of Retention Bonuses without cause (or by the applicable recipient in a termination otherwise entitling such recipient to severance), or (iii) due to death or long-term disability. In the event this Agreement is terminated pursuant to Section 8.01(a), (b), (e) or (f) hereof, Parent shall be solely responsible for making payments of Retention Bonuses, and shall indemnify and hold harmless the Company and its affiliates in connection with such bonuses. For purposes of this Agreement, the Retention Amount shall equal the product of (x) $15,000,000 times (y) a fraction, the numerator of which is the number of days from the date hereof through the Vesting Date and the denominator of which is the number of days from the date hereof through December 31, 2006. (viiie) Except In the event that the Closing Date occurs prior to payment of annual bonuses for the 2005 calendar year, Parent shall cause the Surviving Corporation to continue to maintain and honor the Company's 2005 annual bonus plans set forth in Section 6.05(e) of the Company Disclosure Letter (the "2005 Bonus Plans") for the 2005 calendar year and to pay Company Employees the bonus amounts due under such 2005 Bonus Plans pursuant to the objective formulae set forth therein (including formulae approved thereunder by the Company or the Company Board, or a committee thereof, prior to the date of this Agreement and previously provided to Parent), based on the performance of the Company and its operating units, without adjusting such total for individual performance. If the Effective Date has not occurred prior to or on December 31, 2005, the Company may establish annual bonus plans ("2006 Bonus Plans") for the 2006 calendar year on terms consistent with past practice. If the Effective Date occurs during the 2006 calendar year, (x) Parent will pay, as soon as practicable following the Effective Time, prorated bonuses (prorated to the Effective Time) to Company Employees who were employed as of the Effective Time, assuming for purposes of such prorated bonuses that all performance measures relevant to the determination of bonuses under such 2006 Bonus Plans shall be deemed to have been met for the period beginning on January 1, 2006 and ending on the Closing Date, and (y) Parent shall implement a bonus plan for purposes of bonuses for Company Employees for the balance of the 2006 calendar year. Company performance in respect of calculations to be made under the 2005 Bonus Plans and 2006 Bonus Plans shall be calculated without taking into account any expenses or costs related to or arising out of the Transactions or any non-recurring charges that would not reasonably be expected to have a material adverse effect, there are no material unresolved claims or disputes under been incurred had the terms of, or in connection with, any Phone Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced with respect to any material claimTransactions not occurred. (ixf) To From the knowledge Effective Time through December 31, 2006, (i) Company Employees below the level of PhoneDirector shall continue to participate in the Maytag Corporation Separation Pay and Benefits Plan (the "Severance Plan"), no non-exempt "prohibited transaction" (within ii) Company Employees at the meaning levels of section 4975(cDirector and above shall be eligible for severance benefits pursuant to the plan set forth in Section 6.05(f) of the CodeCompany Disclosure Letter and (iii) involving any Phone Benefit Plan has occurred that could subject Phone to any material tax penalty or other cost or liability (by indemnification or otherwise). (x) Neither Phone nor any Phone subsidiary is obligated to make any parachute payments as such term is defined in section 280G none of the CodeSeverance Plan, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, the Maytag Corporation Separation of Employment Plan or any successor the plan set forth in interest, to make any parachute payments that will not be deductible under section 280G Section 6.05(f) of the Code. Neither Phone nor Company Disclosure Letter shall be amended in any Phone subsidiary is obligated manner adverse to make reimbursement or gross-up payments to any person in respect to excess parachute paymentsthe Company Employees.