Common use of Certain Employee Matters Clause in Contracts

Certain Employee Matters. (a) Seller and the Acquired Companies shall take such action as is necessary such that the Acquired Companies shall, as of the Closing Date, cease being “participating employers” and shall cease any co-sponsorship and participation in each Seller Plan that is jointly adopted, sponsored or maintained by Seller and an Acquired Company. Except as otherwise expressly provided in this Section 4.6, the Acquired Companies shall have no further liability and Seller shall retain all liabilities with respect to claims incurred under any such Seller Plan prior to the Closing Date, whether such claims are made prior to, on or after the Closing Date. For this purpose claims under any medical, dental, vision, or prescription drug plan, generally will be deemed to be incurred on the date that the service giving rise to such claim is performed and not when such claim is made; provided, however, that with respect to claims relating to hospitalization the claim will be deemed to be incurred on the first day of such hospitalization and not on the date that such services are performed. Claims for disability under any long or short term disability plan shall be incurred on the date the employee or former employee is first absent from work because of the condition giving rise to such disability and not when the employee or former employee is determined to be eligible for benefits under the applicable Seller Plan. Notwithstanding anything to the contrary herein, Seller shall retain all liabilities under all Seller Plans, except as otherwise expressly provided in Section 4.6. For the avoidance of doubt, Seller shall retain all liabilities with respect to equity or equity-based awards under any Plan. Seller shall provide any continuation coverage required under Section 4980B of the Code, Part 6 of Title I of ERISA or applicable state Law (“COBRA”) to each “qualified beneficiary” as that term is defined in COBRA whose first “qualifying event” (as defined in COBRA) occurs on or prior to the Closing Date. The Acquired Companies shall retain responsibility for all accrued but unused vacation pay for each of their respective Acquired Company Employees (other than any Bank Channel Employees who become Acquired Company Employees). As soon as practicable, but in any event within five (5) Business Days following the Closing Date, Seller shall provide Buyer with a list setting forth, with respect to each Acquired Company Employee (other than any Bank Channel Employee who becomes an Acquired Company Employee) the number of days of accrued but unused vacation as of the Closing Date.

Certain Employee Matters. (a) Seller Purchaser covenants and the Acquired Companies agrees that it shall take such action as is necessary such that the Acquired Companies shall, as make offers of employment on an “at will” basis (in substantially equivalent positions) to all of the Closing Date, cease being “participating employers” and shall cease any co-sponsorship and participation in each persons who are employees of (i) Seller Plan that is jointly adopted, sponsored or maintained by Seller and an Acquired Company. Except as otherwise expressly provided in this Section 4.6, the Acquired Companies shall have no further liability and Seller shall retain all liabilities with respect to claims incurred under the operation of the Hospitals (other than the TRH Businesses) or (ii) any such affiliate of Seller Plan prior to which employs individuals at any of the Closing DateHospitals (other than the TRH Businesses), (whether such claims employees are made prior to, on full time employees or after part-time employees) (the Closing Date. For this purpose claims under any medical, dental, vision, or prescription drug plan, generally will be deemed to be incurred on the date that the service giving rise to such claim is performed and not when such claim is made; “Hospitals’ Employees”) provided, however, that Purchaser shall not be required to make offers of employment to (i) Hospitals’ Employees that are on short-term or long-term disability, or on leave of absence pursuant to Seller’s policies, the Family and Medical Leave Act of 1993 or other similar local law, as of the Effective Time or (ii) the CEO, the CFO or the COO of any Hospital. Purchaser agrees, however, that if any Hospitals’ Employees, with respect to claims relating whom Purchaser was not required to, and did not, extend an offer of employment pursuant to hospitalization the claim will be deemed to be incurred on the first day of such hospitalization and not on the date that such services are performed. Claims for disability under any long or short term disability plan shall be incurred on the date the employee or former employee is first absent from work because subsection (i) of the condition giving rise to such disability and not when the employee or former employee is determined to be eligible for benefits under the applicable Seller Plan. Notwithstanding anything to the contrary hereinimmediately preceding sentence, Seller shall retain all liabilities under all Seller Plans, except as otherwise expressly provided in Section 4.6. For the avoidance of doubt, Seller shall retain all liabilities seek employment with respect to equity or equity-based awards under any Plan. Seller shall provide any continuation coverage required under Section 4980B of the Code, Part 6 of Title I of ERISA or applicable state Law (“COBRA”) to each “qualified beneficiary” as that term is defined in COBRA whose first “qualifying event” (as defined in COBRA) occurs on or prior to the Closing Date. The Acquired Companies shall retain responsibility for all accrued but unused vacation pay for each of their respective Acquired Company Employees (other than any Bank Channel Employees who become Acquired Company Employees). As soon as practicable, but in any event within five (5) Business Days Purchaser following the Closing Date, Purchaser shall consider employing such persons in good faith in accordance with Purchaser’s hiring policies then in effect. Notwithstanding the foregoing, Purchaser acknowledges that Seller shall provide Buyer with a list setting forthhas the right, with respect but is not required, to each Acquired Company Employee (other than retain any Bank Channel management-level Hospital Employee who becomes an Acquired Company Employee) the number of days of accrued but unused vacation does not accept Purchaser’s employment offer made under this Section 5.3(a), which individuals will remain employed by Seller or its applicable affiliate as of the Effective Time (the “Retained Management Employees”). Any of the Hospitals’ Employees who accept an offer of employment with Purchaser as of or after the Effective Time shall be referred to in this Agreement as the “Hired Employees”. Purchaser covenants and agrees that it shall cause the employees of TRH on the Closing Date, other than the CEO, the CFO or the COO of the Three Rivers Hospitals (the “TRH Employees”) to remain employed by TRH as of the Effective Time. Subject to the terms of Section 1.11(d), Purchaser covenants and agrees that it and TRH shall continue to employ in comparable positions the Hired Employees and the TRH Employees for a period of no less than ninety (90) calendar days following the Closing Date, unless Purchaser or TRH sooner terminates the employment of any Hired Employee or TRH Employee for cause or as a result of attrition, flexible staffing for seasonal adjustments, downsizing in connection with decreases in patient census, or in the event any Hired Employee or TRH Employee voluntarily resigns or retires. Purchaser shall (and shall cause TRH to) ensure that the terms and conditions of employment (including initial position, cash compensation, shifts, benefits, including without limitation health, dental, disability, life insurance and retirement plans) of each of the Hired Employees and TRH Employees on and after the Effective Time are substantially equivalent to the benefits provided to Purchaser’s employees at similar hospital facilities in comparable positions or performing comparable functions as of the Effective Date.

Certain Employee Matters. (a) Purchaser shall offer employment to the active employees of Seller and the Acquired Companies shall take such action as is necessary such that the Acquired Companies shalllisted on Schedule 3.17 hereto, other than those employees who are on disability or other leave of absence as of the Closing Date(the "Employees"), cease being “participating employers” and Seller will use reasonable efforts to cause the Employees to make their employment services available to Purchaser. Employment will be offered to the Employees at the same base salary or hourly wage rate at which Seller employed such Employees as of the Closing. Purchaser agrees to honor accrued vacation time accumulated and vested by the Employees and to determine eligibility for benefits of the Employees and their dependents under Purchaser's health insurance without reference to "pre-existing condition" exceptions. Seller shall cease any co-sponsorship cooperate with Purchaser to ensure that Purchaser is provided after the Closing Date with all relevant information necessary for reporting employee withholding taxes and participation in each handling other employee matters. Purchaser and Seller Plan that is jointly adoptedintend that, sponsored or maintained by Seller and an Acquired Company. Except as otherwise expressly provided notwithstanding anything in this Section 4.67.03, the Acquired Companies Employees shall have no further liability not be third party beneficiaries of this Agreement. Purchaser shall establish, within 30 days after the Closing Date, a 401(k) plan which is intended to qualify under Section 401 of the Code and shall take all actions required to so qualify such plan (including preservation of Section 411(d)(6) of the Code protected benefits). Seller shall retain cause all liabilities contributions and other allocations with respect to claims incurred under any such Seller Plan the period prior to the Closing Date, whether such claims are made Date to be paid to the individual accounts of the Employees under its 401(k) plan prior to, on or after to the last day of the month following the Closing Date (the "Valuation Date"). For this purpose claims Seller shall cause the value of the individual accounts (vested and unvested) of Employees under any medical, dental, vision, or prescription drug plan, generally will be deemed its 401(k) plan as of the Valuation Date to be incurred on the date that the service giving rise transferred, in cash, outstanding plan loans to Employees or other property acceptable to Purchaser, to Purchaser's 401(k) plan within ten business days thereafter, as such claim is performed value may be equitably adjusted for earnings, losses and not when such claim is made; provided, however, that distributions with respect to claims relating to hospitalization such accounts from the claim will be deemed to be incurred on the first day of such hospitalization and not on the date that such services are performed. Claims for disability under any long or short term disability plan shall be incurred on the date the employee or former employee is first absent from work because of the condition giving rise to such disability and not when the employee or former employee is determined to be eligible for benefits under the applicable Seller Plan. Notwithstanding anything Valuation Date to the contrary hereinactual date of transfer. Purchaser shall preserve all rights, Seller shall retain all liabilities under all Seller Plans, except as otherwise expressly provided benefits and features contained in Section 4.6Seller's 401(k) plan. For the avoidance If any Employee terminates employment with Purchaser and thereby forfeits any portion of doubt, Seller shall retain all liabilities with respect to equity his or equity-based awards under any Plan. Seller shall provide any continuation coverage required under Section 4980B of the Code, Part 6 of Title I of ERISA or applicable state Law (“COBRA”) to each “qualified beneficiary” as that term is defined in COBRA whose first “qualifying event” (as defined in COBRA) occurs on or prior to the Closing Date. The Acquired Companies shall retain responsibility for all accrued but unused vacation pay for each of their respective Acquired Company Employees (other than any Bank Channel Employees who become Acquired Company Employees). As soon as practicable, but in any event within five (5) Business Days following the Closing Date, Seller shall provide Buyer with a list setting forth, with respect to each Acquired Company Employee (other than any Bank Channel Employee who becomes an Acquired Company Employee) the number of days of accrued but unused vacation as of the Closing Date.her individual

Certain Employee Matters. (a) Seller and the Acquired Companies shall take such action as is necessary such that the Acquired Companies shall, as Set forth on Section 1.01(f) of the Closing Date, cease being “participating employers” and shall cease any co-sponsorship and participation in each Seller Plan that Sellers Disclosure Schedule is jointly adopted, sponsored or maintained by Seller and an Acquired Companya list of all Business Employees. Except as otherwise expressly provided in this Section 4.6, the Acquired Companies shall have no further liability and Seller shall retain all liabilities with respect to claims incurred under any such Seller Plan prior to the Closing Date, whether such claims are made prior to, on or after the Closing Date. For this purpose claims under any medical, dental, vision, or prescription drug plan, generally will be deemed to be incurred on the date that the service giving rise to such claim is performed and not when such claim is made; provided, however, that with respect to claims relating to hospitalization the claim will be deemed to be incurred on the first day of such hospitalization and not on the date that such services are performed. Claims for disability under any long or short term disability plan shall be incurred on the date the employee or former employee is first absent from work because of the condition giving rise to such disability and not when the employee or former employee is determined to be eligible for benefits under the applicable Seller Plan. Notwithstanding anything to the contrary herein, Seller shall retain all liabilities under all Seller Plans, except as otherwise expressly provided in Section 4.6. For the avoidance of doubt, Seller shall retain all liabilities with respect to equity or equity-based awards under any Plan. Seller shall provide any continuation coverage required under Section 4980B of the Code, Part 6 of Title I of ERISA or applicable state Law (“COBRA”) to each “qualified beneficiary” as that term is defined in COBRA whose first “qualifying event” (as defined in COBRA) occurs on or prior to the Closing Date. The Acquired Companies shall retain responsibility for all accrued but unused vacation pay for each of their respective Acquired Company Employees (other No later than any Bank Channel Employees who become Acquired Company Employees). As soon as practicable, but in any event within five (5) Business Days following prior to the anticipated Closing Date, Seller Sellers shall provide Buyer with a Purchasers (1) an updated list setting forth, of Business Employees reflecting any changes from the date hereof and (2) with respect to any Business Employees who are on short-term or long-term disability leave (including any Business Employee who (x) has notified his or her manager, supervisor, or human resources in writing that he or she will be applying for short-term or long-term disability or (y) has a pending application for short-term or long-term disability) (each Acquired Company such individual, a “Business Employee on Leave”), the estimated monthly Employee Costs for each such Business Employee (other the “Estimated Employee Costs”). No later than forty-five (45) Business Days prior to an anticipated Closing Date that has been established in good faith by the Parties (but in no event shall any Bank Channel Employee who becomes Employment Offer be issued earlier than sixty (60) days following the date hereof without the mutual consent of the Parties), Purchasers or one of their subsidiaries shall make an Acquired Company Employeeoffer of employment (an “Employment Offer”) the number of days of accrued but unused vacation to all Business Employees with such employment to commence as of the Closing Date.; provided, and except as required under the terms of any Collective Bargaining Agreement or Applicable Law, that Purchasers’ offer of employment to any Business Employee on Leave shall be effective upon such employee properly presenting himself or herself to South Central Seller or an Acquired Company for active employment and such employee’s subsequent return from approved leave; provided, further, that (except as otherwise provided pursuant to a Collective Bargaining Agreement or Applicable Law) such leave does not extend for a period greater than one hundred eighty (180) days (counting periods both before and after the Closing Date) or such later time as may be required by applicable Law or the terms of any Collective Bargaining Agreement. Sellers and Purchasers shall work reasonably and in good faith to enter into a services agreement (the “Designated Services Agreement”) which would be effective as of the Closing, with respect to any such Business Employee on Leave as of the Closing Date that will, among other terms include the following terms:

Certain Employee Matters. With respect to each employee of the Company whose employment is continued with the Company following the Closing Date (a) each, a “Covered Employee”), Buyer shall, on and after the Closing Date, provide, or cause one of its Subsidiaries to provide, to each Covered Employee under each employee benefit plan maintained or contributed to by Buyer or any Subsidiary of Buyer for its similarly situated employees, credit for purposes of eligibility to participate, vesting and benefit accrual for full and partial years of service with Seller and its Affiliates performed prior to the Acquired Companies Closing Date; provided, that no such prior service shall take be taken into account to the extent it would result in the duplication of benefits. Buyer shall (i) subject to obtaining any required consent of any insurer, waive or cause to be waived all limitations as to preexisting conditions, exclusions and waiting periods or required physical examinations with respect to participation and coverage requirements applicable to Covered Employees and their eligible dependents under any health, medical, disability and life insurance plans offered by Buyer or its Subsidiaries, other than limitations or waiting periods that are already in effect with respect to such action as is necessary such Covered Employees and that the Acquired Companies shall, have not been satisfied as of the Closing Date, cease being “participating employers” ; and shall cease (ii) use commercially reasonable efforts to provide or cause to be provided to each Covered Employee credit for any co-sponsorship payments and participation in each Seller Plan that deductibles paid by such Covered Employee and his or her respective dependents prior to the Closing Date for purposes of satisfying any applicable deductible or out-of-pocket requirements under the analogous benefit plan of Buyer or its Subsidiaries. From and after the Closing Date, Buyer shall, or shall cause the Company, to honor any accrued vacation or paid time off to which a Covered Employee is jointly adopted, sponsored or maintained by Seller and an Acquired Company. Except entitled as otherwise expressly provided in this Section 4.6, the Acquired Companies shall have no further liability and Seller shall retain all liabilities with respect to claims incurred under any such Seller Plan of immediately prior to the Closing Date, whether provided that such claims are made prior toaccrued vacation or paid time off is accrued in the calculation of Net Working Capital. Nothing in this section, on express or after the Closing Date. For this purpose claims under implied, is intended to be, shall constitute or shall be construed as an amendment to or modification of any medicalemployee benefit plan or arrangement of Buyer, dental, visionSeller, or prescription drug planany of their Affiliates or limit in any way the right of Buyer, generally will be deemed to be incurred on the date that the service giving rise to such claim is performed and not when such claim is made; providedSeller, however, that with respect to claims relating to hospitalization the claim will be deemed to be incurred on the first day of such hospitalization and not on the date that such services are performed. Claims for disability under or any long or short term disability plan shall be incurred on the date the employee or former employee is first absent from work because of the condition giving rise to such disability and not when the employee or former employee is determined to be eligible for benefits under the applicable Seller Plan. Notwithstanding anything to the contrary herein, Seller shall retain all liabilities under all Seller Plans, except as otherwise expressly provided in Section 4.6. For the avoidance of doubt, Seller shall retain all liabilities with respect to equity or equity-based awards under any Plan. Seller shall provide any continuation coverage required under Section 4980B of the Code, Part 6 of Title I of ERISA or applicable state Law (“COBRA”) to each “qualified beneficiary” as that term is defined in COBRA whose first “qualifying event” (as defined in COBRA) occurs on or prior to the Closing Date. The Acquired Companies shall retain responsibility for all accrued but unused vacation pay for each of their respective Acquired Company Employees (Affiliates to amend, modify or terminate any of their respective employee benefit plans or arrangements. Further, nothing in this section, express or implied, shall create any third party beneficiary rights in favor of any employee, or create any third party beneficiary or other than rights to continued employment with Buyer, Seller, or any Bank Channel Employees who become Acquired Company Employees). As soon as practicable, but in any event within five (5) Business Days following of their respective Affiliates and nothing herein shall limit the Closing Dateright of Buyer, Seller shall provide Buyer or any of their Affiliates to terminate the employment of any Covered Employee, at any time for any or no reason in a manner consistent with a list setting forthapplicable contractual obligations, with respect to each Acquired Company Employee (other than any Bank Channel Employee who becomes an Acquired Company Employee) the number of days of accrued but unused vacation as of the Closing Dateif any.

Certain Employee Matters. (a) Seller As of the Effective Date, Sellers and Purchasers shall have caused the transfer of employment to Purchasers of all Hospital and Hospital-based employees of the Sellers and the Acquired Companies shall take such action as is necessary such that the Acquired Companies shallSellers’ affiliates, as and certain agreed-upon employees of the Closing Date, cease being “participating employers” and shall cease any co-sponsorship and participation in each Seller Plan that is jointly adopted, sponsored Sellers or maintained by Seller and an Acquired Company. Except as otherwise expressly provided in this Section 4.6affiliates of the Sellers whose primary responsibilities are to support the Hospitals, the Acquired Companies shall have no further liability River Forest Facilities, the Related Businesses and/or other Facilities, subject to such each such employee's acceptance of such employment, for an initial employment period of at least sixty (60) days after Closing (the “Transition Period”). All such employment arrangements will be upon substantially the same terms and Seller shall retain all liabilities conditions with respect to claims incurred under any such Seller Plan prior base salaries or wages, job duties, titles and responsibilities provided by the Sellers or affiliates of the Sellers before Closing (subject to employee background checks to the Closing Dateextent required by law and applicable collective bargaining agreements). All employees who accept an offer of employment by the Purchasers shall be referred to collectively in this Agreement as the “Hired Employees.” The Purchasers do not expect to offer employment on the Effective Date to those employees of the Hospitals or other Sellers who as of such date are on short-term disability, whether such claims are made prior to, on or after the Closing Date. For this purpose claims under any medical, dental, visionuntil they return to work, or prescription drug plan, generally will be deemed to be incurred employees on long-term disability. The Purchasers and the date that the service giving rise to such claim is performed and not when such claim is made; provided, however, that with respect to claims relating to hospitalization the claim will be deemed to be incurred on the first day of such hospitalization and not on the date that such services are performed. Claims for disability under any long or short term disability plan shall be incurred on the date the employee or former employee is first absent from work because Sellers acknowledge those employees of the condition giving rise Sellers or the Sellers’ affiliates working at the Facilities specified on Schedule 7.3 may be retained by such affiliates (the “Retained Employees”). After the Transition Period, the Purchasers shall continue to employ the Hired Employees as it reasonably deems necessary and appropriate to support the operations of the Facilities. The Purchasers will give all Hired Employees credit for their Accrued Paid Time Off and for their years of service with the Sellers for purposes of determining eligibility to participate and vesting percentages in the Purchasers’ employee pension benefit plans. If the Purchasers terminate any of the Hired Employees following the Transition Period but before one hundred twenty (120) days after Closing, the Purchasers will provide severance to all such disability and not when terminated employees at least the employee or former employee is determined to same extent as would be eligible for benefits provided under the applicable Seller Plan. Notwithstanding anything to the contrary hereinSellers’ current severance practice, Seller shall retain all liabilities under all Seller Plans, except as otherwise expressly provided set forth in Section 4.6. For the avoidance of doubt, Seller shall retain all liabilities with respect to equity or equity-based awards under any Plan. Seller shall provide any continuation coverage required under Section 4980B of the Code, Part 6 of Title I of ERISA or applicable state Law (“COBRA”) to each “qualified beneficiary” as that term is defined in COBRA whose first “qualifying event” (as defined in COBRA) occurs on or prior to the Closing Date. The Acquired Companies shall retain responsibility for all accrued but unused vacation pay for each of their respective Acquired Company Employees (other than any Bank Channel Employees who become Acquired Company EmployeesSchedule 7.3(a). As soon as practicable, but in any event within five (5) Business Days following the Closing Date, Seller shall provide Buyer with a list setting forth, with respect to each Acquired Company Employee (other than any Bank Channel Employee who becomes an Acquired Company Employee) the number of days of accrued but unused vacation as of the Closing Date.

Certain Employee Matters. Subject to the execution of a general release of claims in form and substance reasonably satisfactory to Parent within 21 days after presentation thereof (aor such longer period as may be required by law), Parent shall offer each Employee (other than an Employee who is party to an Employee Agreement that provides for severance) Seller and the Acquired Companies shall take such action as is necessary such that the Acquired Companies shallterminated by Parent on, as of or within sixty (60) days following, the Closing Date, cease being “participating employers” and shall cease any co-sponsorship and participation in each Seller Plan (i) that is jointly adopted, sponsored or maintained does not receive a transaction completion bonus granted by Seller and an Acquired Company. Except as otherwise expressly provided in this Section 4.6, the Acquired Companies shall have no further liability and Seller shall retain all liabilities with respect to claims incurred under any such Seller Plan Company prior to Closing (those persons who are receiving such transaction completion bonuses are set forth on Section 5.08(i) of the Company Disclosure Schedule) in connection with the Closing Date, whether of the transactions contemplated by this Agreement two (2) months of severance payments at the rate such claims are made prior to, on or after the Closing Date. For this purpose claims under any medical, dental, vision, or prescription drug plan, generally will be deemed to be incurred Employee is being paid on the date that hereof as set forth on Section 2.13(a)(i) of the service giving rise Company Disclosure Schedules (payable in accordance with Parent’s customary payroll practices commencing on the next regular payroll date following the effectiveness of the release), (ii) reimbursement for continuation of medical coverage in accordance with the provisions of COBRA at active employee rates under the applicable plan for two (2) months following the termination of the medical coverage in accordance with the terms of the applicable medical plan, subject to such claim is performed the applicable Employee’s timely election of continuation coverage and not when such claim is madecontinued eligibility to receive COBRA coverage, and the terms and conditions of the Parent’s medical plan (the “Health Benefits”); provided, however, that with respect such Health Benefits shall immediately cease as of the date the applicable Employee becomes eligible for coverage under the group medical plan of a new employer and (iii) a cash payout equal to claims relating to hospitalization the claim will be deemed to be incurred on the first day of such hospitalization and not Employee’s accrued but unpaid vacation time at such Employee’s salary rate on the date that such services are performed. Claims for disability under any long or short term disability plan shall be incurred hereof as set forth on Section 2.13(a)(i) of the Company Disclosure Schedules (payable in a lump sum on the next regular payroll date following the employee or former employee is first absent from work because termination of the condition giving rise to such disability and not when the employee or former employee is determined to be eligible employment, unless sooner required by law and, for benefits under the applicable Seller Plan. Notwithstanding anything to the contrary herein, Seller shall retain all liabilities under all Seller Plans, except as otherwise expressly provided in Section 4.6. For the avoidance of doubt, Seller shall retain all liabilities with respect to equity or equity-based awards under any Plan. Seller shall provide any continuation coverage required under Section 4980B the receipt of the Codeamounts under this clause (iii) are not subject to execution of the release). Parent may modify its obligation to provide the Health Benefits if required by applicable law and/or to avoid any penalty or excise taxes imposed on it (or the Employee) in connection with the continued payment of premiums by the Company under the Code or the Patient Protection and Affordable Care Act of 2010, Part 6 of Title I of ERISA or applicable state Law (“COBRA”) as amended, each as determined by Parent in its good faith reasonable discretion; provided that Parent will use reasonable commercial efforts to each “qualified beneficiary” as that term is defined cause such modifications not to result in COBRA whose first “qualifying event” (as defined an increase in COBRA) occurs on or prior cost to the Closing Date. The Acquired Companies shall retain responsibility for all accrued but unused vacation pay for each of their respective Acquired Company Employees (other than any Bank Channel Employees who become Acquired Company Employees). As soon as practicable, but in any event within five (5) Business Days following the Closing Date, Seller shall provide Buyer with a list setting forth, with respect affected employee to each Acquired Company Employee (other than any Bank Channel Employee who becomes an Acquired Company Employee) the number of days of accrued but unused vacation as of the Closing Dateacquire equivalent Health Benefits.

Certain Employee Matters. 6.1 BOC shall determine, in its sole discretion, prior to November 30, 2002 (athe "Offer Date"), which employees of FPLEOSI listed on Schedule II it shall make offers of employment to (so long as such employees are employeed by FPLEOSI on the Offer Date) Seller and the Acquired Companies shall take such action as is necessary such that the Acquired Companies shall, as of the Closing Date, cease being “participating employers” and shall cease notify NEA of such names as well as the anticipated terms and conditions of such offers. FPLEOSI shall provide reasonable assistance to BOC in developing and communicating such offers. Subject to Sections 6.2 through 6.5 below, such offers of employment shall provide for (i) an employment commencement date with BOC of January 1, 2003; (ii) salaries equivalent to their current wages and (iii) benefits commensurate with similarly classified BOC employees as outlined in Exhibit B. BOC shall give each employee who accepts its offer credit for such employee's years of service with FPLEOSI for vesting eligibility and benefit levels purposes but not for purposes of benefit accruals under BOC's Pension Plan and Savings Investment Plan or any coother tax-sponsorship and participation in each Seller Plan qualified plan sponsored by BOC. In addition, such years of service with FPLEOSI shall not be credited by BOC under its retiree medical plan. 6.2 NEA agrees that is jointly adoptedFPLEOSI will be solely responsible for reaching any employment decisions, sponsored or maintained including the payment of any severance thereof, if applicable, regarding (i) those FPLEOSI employees not offered employment by Seller and an Acquired Company. Except as otherwise expressly provided in this Section 4.6, the Acquired Companies shall have no further liability and Seller shall retain all liabilities with respect to claims incurred under any such Seller Plan prior to the Closing Date, whether such claims are made prior to, on or after the Closing Date. For this purpose claims under any medical, dental, visionBOC, or prescription drug plan(ii) those employees who are offered but do not accept employment with BOC, generally will and BOC does not and shall not assume or be deemed to be incurred on the date that the service giving rise to such claim is performed responsible for any obligations or liabilities arising out of any employment relationship between FPLEOSI and not when such claim is made; provided, however, that with respect to claims relating to hospitalization the claim will be deemed to be incurred on the first day of such hospitalization and not on the date that such services are performed. Claims for disability under any long or short term disability plan shall be incurred on the date the employee or former employee of FPLEOSI. BOC shall provide NEA and/or FPLEOSI prompt written notice of any offer that is first absent not accepted by a FPLEOSI employee. BOC shall reimburse NEA for any severance payments made to an employee offered employment with BOC not in compliance with Section 6.1 of this Agreement. 6.3 BOC agrees that for any acquired employees whose employment is terminated for reasons other than cause, disability, death or voluntary resignation within the twelve (12) month period following such employee's employment date with BOC, BOC will pay the affected employee's severance payments in a lump sum payment in accordance with Section 6.5 below. 6.4 During the three year period commencing from work because the Offer Date, if BOC should offer any person listed on Schedule I or II, without FPLEOSI's prior consent, such consent not to be unreasonably withheld or denied , an offer of employment who (i) did not receive an offer of employment by BOC by the Offer Date or (ii) was offered employment with BOC by the Offer Date and refused such offer of employment, and such person accepts BOC's offer of employment, then BOC shall pay to NEA a lump sum payment of fifty percent (50%) of the condition giving rise to severance benefits that such disability person received or would have received from NEA under Section 6.5 of this Agreement upon BOC's hiring of such employee and fifty percent (50%) of the severance benefits that such employee received or would have received from NEA under Section 6.5 of this Agreement on such employee's one year anniversary with BOC. 6.5 Employees listed on Schedule II who do not when receive an offer of employment in compliance with Section 6.1 shall receive payment, following the employee or former employee is determined to be eligible for benefits under the applicable Seller Plan. Notwithstanding anything receipt of a signed separation agreement, equal to the contrary herein, Seller shall retain all liabilities under all Seller Plans, except as otherwise expressly provided in Section 4.6. For the avoidance greater of doubt, Seller shall retain all liabilities with respect to equity or equity-based awards under any Plan. Seller shall provide any continuation coverage required under Section 4980B (A) three weeks of the Code, Part 6 of Title I of ERISA or applicable state Law (“COBRA”) to each “qualified beneficiary” as that term is defined in COBRA whose first “qualifying event” (as defined in COBRA) occurs on or prior to the Closing Date. The Acquired Companies shall retain responsibility for all accrued but unused vacation pay for each of their respective Acquired Company Employees (other than any Bank Channel Employees who become Acquired Company Employees). As soon as practicable, but in any event within five (5) Business Days following the Closing Date, Seller shall provide Buyer with a list setting forth, with respect to each Acquired Company Employee (other than any Bank Channel Employee who becomes an Acquired Company Employee) the number of days of accrued but unused vacation as year of the Closing Dateemployee's service with FPLEOSI and its affiliates, or (B) ten weeks of pay, up to a maximum of 52 weeks. Employees accepting a BOC offer of employment not in compliance with Section 6.1 will not be entitled to receive a severance benefit. 7.

Certain Employee Matters. (a) Seller Purchaser covenants and the Acquired Companies shall take such action as is necessary such that the Acquired Companies shallagrees that, effective as of the Closing DateEffective Time, cease being “participating employers” and it shall cease any co-sponsorship and participation make offers of employment (in each substantially equivalent positions) on an "at will" basis (subject to the terms of Sections 5.3(f) through 5.3(l) to substantially all of the persons who are employees of (i) Seller Plan that is jointly adopted, sponsored or maintained by Seller and an Acquired Company. Except as otherwise expressly provided in this Section 4.6, the Acquired Companies shall have no further liability and Seller shall retain all liabilities with respect to claims incurred under the operation of the Hospitals or (ii) any such affiliate of Seller Plan prior to which employs individuals at any of the Closing DateHospitals, (whether such claims employees are made prior tofull time employees, part-time employees, on short-term or after long-term disability or on leave of absence pursuant to Seller's policies, the Closing Date. For this purpose claims under any medical, dental, vision, Family and Medical Leave Act of 1993 or prescription drug plan, generally will be deemed other similar local law (such laws being collectively referred to be incurred on herein as the date that "FMLA")) as of the service giving rise to such claim is performed and not when such claim is madeEffective Time (the "Hospitals' Employees"); provided, however, that no Hospitals' Employee who is on any disability or leave of absence at the Effective Time, other than leave of absence pursuant to the FMLA or any other form of protected leave under local, state or federal law including without limitation, workers' compensation leave and leaves pursuant to or under the Uniform Services Employment and Reemployment Rights Act, Americans with Disabilities Act, Massachusetts' Maternity Leave Act and/or Massachusetts' Fair Employment Practices Act ("Employee on Disability"), shall become a Hired Employee unless and until such Employee on Disability reports back to work at the applicable Hospital on an active basis within ninety (90) days after the Effective Time and, Purchaser shall have no liability or obligation with respect to claims relating any Employee on Disability after the Effective Time until such time as such Employee on Disability becomes a Hired Employee; and provided, however, further, Purchaser shall not be required to hospitalization make offers of employment to the claim CEO, COO, CFO or CNO of any Hospital. Notwithstanding the foregoing, Purchaser acknowledges that Seller has the right, but is not required, to retain any management-level Hospitals' Employee who does not accept Purchaser's employment offer made under this Section 5.3(a), which individuals will be deemed to be incurred on remain employed by Seller or its applicable affiliate as of the first day Effective Time (the "Retained Management Employees"). Any of such hospitalization and not on the date that such services are performed. Claims for disability under any long Hospitals' Employees who accept an offer of employment with Purchaser as of or short term disability plan after the Effective Time shall be incurred on referred to in this Agreement as the date "Hired Employees". Purchaser covenants and agrees that it shall continue to employ in comparable positions the employee Hired Employees for a period of no less than ninety (90) calendar days following the Effective Time, unless Purchaser sooner terminates the employment of any Hired Employee for cause or former employee is first absent from work because any Hired Employee voluntarily resigns or retires. Purchaser shall ensure that the terms and conditions of employment (including initial position, cash compensation, shifts, benefits, including without limitation health, dental, disability, life insurance and retirement plans) of each of the condition giving rise Hired Employees on and after the Effective Time are substantially equivalent to such disability and not when the employee benefits provided to Purchaser's employees at similar hospital facilities in comparable positions or former employee is determined to be eligible for benefits under the applicable Seller Planperforming comparable functions. Notwithstanding anything in this Section 5.3 or this Agreement to the contrary hereincontrary, Seller all offers of employment to employees (i) covered by any collective bargaining agreement which is among the Assumed Obligations shall retain all liabilities under all Seller Plans, except as otherwise expressly provided in Section 4.6. For the avoidance of doubt, Seller shall retain all liabilities with respect to equity or equity-based awards under any Plan. Seller shall provide any continuation coverage required under Section 4980B of the Code, Part 6 of Title I of ERISA or applicable state Law (“COBRA”) to each “qualified beneficiary” as that term is defined in COBRA whose first “qualifying event” (as defined in COBRA) occurs on or prior be subject to the Closing Date. The Acquired Companies terms of and conditions of such assumed collective bargaining agreement and (ii) shall retain responsibility for all accrued but unused vacation pay for each be subject to the obligations of their respective Acquired Company Employees (other than any Bank Channel Employees who become Acquired Company Employees). As soon as practicable, but Purchaser set forth in any event within five (5Sections 5.3(f) Business Days following the Closing Date, Seller shall provide Buyer with a list setting forth, with respect to each Acquired Company Employee (other than any Bank Channel Employee who becomes an Acquired Company Employeethrough 5.3(l) the number of days of accrued but unused vacation as of the Closing Dateinclusive.

Certain Employee Matters. (a) Seller and the Acquired Companies shall take such action as is necessary such that the Acquired Companies shall, as The merger agreement contains certain agreements of the Closing Date, cease being “participating employers” and shall cease any co-sponsorship and participation in each Seller Plan that is jointly adopted, sponsored or maintained by Seller and an Acquired Company. Except as otherwise expressly provided in this Section 4.6, the Acquired Companies shall have no further liability and Seller shall retain all liabilities parties with respect to claims incurred various employee matters, which are described below. As soon as administratively practicable after the effective time of the merger, TriCo will take all reasonable action so that employees of FNBB and its subsidiaries will be entitled to participate in the TriCo and Tri Counties Bank employee benefit plans of general applicability to the same extent as similarly-situated employees of TriCo and its subsidiaries, provided that coverage shall be continued under the corresponding benefit plans of FNBB and its subsidiaries until such employees are permitted to participate in the TriCo benefit plans. TriCo and Tri Counties Bank, however, shall not be under any obligation to make any grants to any former employee of FNBB and its subsidiaries under any discretionary equity compensation plan of TriCo. For purposes of determining eligibility to participate in, the vesting of benefits and for all other purposes, other than for accrual of pension benefits under, the TriCo employee benefit plans, TriCo will recognize years of service with FNBB and its subsidiaries, to the same extent as such Seller Plan service was credited for such purpose by FNBB and its subsidiaries, except where such recognition would result in duplication of benefits. Nothing contained in the merger agreement shall limit the ability of TriCo to amend or terminate any TriCo or FNBB benefit plan in accordance with their terms at any time. At the time the employees of FNBB and its subsidiaries become eligible to participate in a medical, dental, health, life or disability plan of TriCo and its subsidiaries, TriCo will cause each such plan to: • waive any preexisting condition limitations to the extent such conditions are covered under the applicable medical, health or dental plans of TriCo; • provide full credit under such medical, health or dental plans for 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 the Closing Date, whether such claims are made prior to, participation; and • waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Closing Date. For this purpose claims under any medical, dental, vision, or prescription drug plan, generally will be deemed to be incurred on the date that the service giving rise to such claim is performed and not when such claim is made; provided, however, that with respect to claims relating to hospitalization the claim will be deemed to be incurred on the first day of such hospitalization and not on the date that such services are performed. Claims for disability under any long or short term disability plan shall be incurred on the date the employee or former employee is first absent from work because effective time of the condition giving rise to such disability and not when the employee or former employee is determined to be eligible for benefits under the applicable Seller Plan. Notwithstanding anything merger to the contrary herein, Seller shall retain all liabilities extent such employee had satisfied any similar limitation or requirement under all Seller Plans, except as otherwise expressly provided in Section 4.6. For the avoidance of doubt, Seller shall retain all liabilities with respect to equity or equity-based awards under any Plan. Seller shall provide any continuation coverage required under Section 4980B of the Code, Part 6 of Title I of ERISA or applicable state Law (“COBRA”) to each “qualified beneficiary” as that term is defined in COBRA whose first “qualifying event” (as defined in COBRA) occurs on or a corresponding FNBB plan prior to the Closing Dateeffective time of the merger. The Acquired Companies shall retain responsibility for all accrued but unused vacation pay for each of their respective Acquired Company Employees (other than any Bank Channel Employees who become Acquired Company Employees). As soon as practicable, but in any event within five (5) Business Days At and following the Closing Dateeffective time of the merger, Seller TriCo shall provide Buyer honor and shall continue to be obligated to perform, in accordance with a list setting forththeir terms, with respect to each Acquired Company Employee (other than any Bank Channel Employee who becomes an Acquired Company Employee) the number all benefit obligations to, and contractual rights of, current and former employees of days FNBB and its subsidiaries and current and former directors of accrued but unused vacation FNBB and its subsidiaries existing as of the Closing Dateeffective date of the merger, as well as all bonus, deferred compensation, supplemental retirement plan, salary continuation, severance, termination, change in control or other existing plans and policies of FNBB and its subsidiaries that were disclosed to TriCo. TriCo has agreed that those employees of FNBB and its subsidiaries (i) who are not offered employment by TriCo following the effective date of the merger, who are not a party to an employment agreement or otherwise entitled to an existing severance package, change in control benefit or payments under any salary continuation plan, and who sign and deliver (and do not revoke) a termination and release agreement or (ii) who are terminated by TriCo without cause prior to the first anniversary of the effective date of the merger and deliver (and do not revoke) a termination and release agreement, will be entitled to receive a single lump sum payment of severance in an amount and in accordance with the terms of a severance policy agreed to by the parties. Pursuant to the merger agreement, FNBB is required, prior to the closing of the merger, to have made all discretionary employee contributions to the First National Bank retirement plan, to provide for full vesting of all non-elective contributions under such retirement plan for all participants, and to take all actions necessary to terminate such retirement plan effective no later than the business day preceding the closing date of the merger.

Certain Employee Matters. (a) Seller and the Acquired Companies shall take such action as is necessary such that the Acquired Companies shall, as of On the Closing Date, cease the Purchasers shall or shall cause the Entities or an Affiliate of the Purchasers, to continue the employment of or offer employment, as applicable, to the employees of the Entities and Parent to be identified by the Purchasers prior to the Closing Date in accordance with the terms of a letter, dated of even date herewith, delivered by Purchaser A to the Parent (any such employees who so continue or accept such offer of employment being “participating employers” referred to herein as the "HIRED EMPLOYEES"). Such employment shall be in a substantially similar position as such Hired Employee held while employed by the applicable Entity or Parent prior to the Closing, and the Purchasers shall have no Liability or obligation to any other employees of the Parent or any of its Subsidiaries (other than the Entities as set forth herein). Prior to the Closing, Parent and the Entities shall take such actions and, after the Closing Date, Parent and the Purchasers shall take, and the Purchasers shall cause the Entities to take, such actions as are necessary so that each Hired Employee shall cease to be entitled to participate in or accrue benefits under any co-sponsorship of Parent's Employee Benefit Plans, programs, policies and participation in arrangements except to the extent required by applicable Law. The Purchasers shall, or shall cause the Entities or an Affiliate of the Purchasers, to take such actions as may be necessary such that, subject to the provisions of this SECTION 5.18, on and after the Closing Date, each Seller Plan that is jointly adoptedHired Employee shall be eligible to participate in, and be subject to the provisions of, the Employee Benefit Plans (including a 401(k) plan and a flexible benefits plan), programs, personnel policies and guidelines sponsored or maintained by Seller Alliance, and an Acquired Company. Except applicable for employees of Alliance or its Affiliates in a similar position, subject to the satisfaction of all the eligibility criteria for participation thereunder (except as otherwise expressly provided in this Section 4.6, the Acquired Companies shall have no further liability and Seller shall retain all liabilities with respect to claims incurred under any such Seller Plan prior to the Closing Date, whether such claims are made prior to, on or after the Closing Date. For this purpose claims under any medical, dental, vision, or prescription drug plan, generally will be deemed to be incurred on the date that the service giving rise to such claim is performed and not when such claim is made; provided, however, that with respect to claims relating to hospitalization the claim will be deemed to be incurred on the first day of such hospitalization and not on the date that such services are performed. Claims for disability under any long or short term disability plan shall be incurred on the date the employee or former employee is first absent from work because of the condition giving rise to such disability and not when the employee or former employee is determined to be eligible for benefits under the applicable Seller Plan. Notwithstanding anything to the contrary herein, Seller shall retain all liabilities under all Seller Plans, except as otherwise expressly provided in Section 4.6. For the avoidance of doubt, Seller shall retain all liabilities with respect to equity or equity-based awards under any Plan. Seller shall provide any continuation coverage required under Section 4980B of the Code, Part 6 of Title I of ERISA or applicable state Law (“COBRA”) to each “qualified beneficiary” as that term is defined in COBRA whose first “qualifying event” (as defined in COBRA) occurs on or prior to the Closing Date. The Acquired Companies shall retain responsibility for all accrued but unused vacation pay for each of their respective Acquired Company Employees (other than any Bank Channel Employees who become Acquired Company EmployeesSECTION 5.18). As soon as practicable, but in any event within five (5) Business Days following the Closing Date, Seller shall provide Buyer with a list setting forth, with respect to each Acquired Company Employee (other than any Bank Channel Employee who becomes an Acquired Company Employee) the number of days of accrued but unused vacation as of the Closing Date.

Certain Employee Matters. 8.1.2 Buyer shall make offers of employment to the employees of Seller listed on Schedule 8.1 (a) collectively, the “Employees”), and Seller shall terminate the employment of all Employees, as of and conditioned upon the Acquired Companies occurrence of the Closing. Buyer and Seller hereby acknowledge that any such offers of employment to the Employees shall take such action as is necessary such that the Acquired Companies shallbe made on an at-will basis. If accepted, each hired Employee shall commence employment with Buyer effective as of the Closing DateDate and, cease being to the extent required by any provision of the WARN Acts, such employment shall be on terms and conditions substantially similar to the Hired Employee’s terms and conditions of employment with Seller; except, notwithstanding the foregoing, Buyer agrees to compensate such Employee at an annual rate no less than the rate set forth in the “participating employersTotal” column of Schedule 8.1. Schedule 8.1 accurately sets forth, by Location with respect to each Employee of Seller at such Location (including any Employee who is on a leave of absence or on temporary layoff status subject to recall): (a) the name of such Employee and shall cease any co-sponsorship and participation in each Seller Plan that is jointly adopted, sponsored or maintained the date as of which such Employee was originally hired by Seller and whether the Employee is on an Acquired Companyactive or inactive status; (b) such Employee’s title and classification and (c) any governmental authorization or Permit that is held by such Employee and that is used in connection with Seller’s Business. Nothing contained in this Agreement shall create any contract of employment or a promise of continued employment with Buyer for any specified period and no third party beneficiary rights are provided to any Employee pursuant to this Agreement. Accordingly, Buyer and Seller acknowledge that the actual employment of any Employee shall, except as provided herein, be subject to Buyer’s right, in its sole discretion, to establish and modify, from time to time, the terms and conditions of the Employee’s employment and to terminate such employment at any time. Except as Buyer may otherwise expressly agree in writing, any Employee hired by Buyer shall be treated as a new, at-will employee of Buyer; provided that, such Hired Employees shall be permitted to enroll and commence active participation in this Section 4.6Buyer’s employee benefit plans effective as of the Closing Date (with full credit for prior service with Seller and, the Acquired Companies shall have no further liability and Seller shall retain all liabilities with respect to claims incurred Buyer’s welfare plans, waiver of pre-existing condition limitations (to the extent satisfied under any such Seller Plan Seller’s corresponding plan prior to Closing) and recognition of all co-pays and deductibles paid under Seller’s corresponding plans during the Closing Date, whether such claims are made prior to, year of Closing). Buyer shall not take any action on or after the Closing Date. For Date that would cause any loss of employment by Seller’s Employees on or prior to the Closing Date (including as a result of the consummation of the transaction contemplated by this purpose claims Agreement) to constitute a “plant closing,” “mass layoff,” “termination of operations” or similar event under any medical, dental, vision, or prescription drug plan, generally will be deemed to be incurred on provision of the date that WARN Acts and Buyer shall provide any required notices under the service giving rise to such claim is performed and not when such claim is made; provided, however, that WARN Acts with respect to claims relating to hospitalization any loss of employment affecting Employees that occurs on or after the claim will be deemed to be incurred on the first day of such hospitalization and not on the date that such services are performed. Claims for disability under any long or short term disability plan shall be incurred on the date the employee or former employee is first absent from work because Closing Date (including as a result of the condition giving rise to such disability and not when consummation of the employee or former employee is determined to be eligible for benefits under the applicable Seller Plan. Notwithstanding anything to the contrary herein, Seller shall retain all liabilities under all Seller Plans, except as otherwise expressly provided in Section 4.6transaction contemplated by this Agreement). For the avoidance of doubt, Seller shall retain all liabilities with respect it is the intent of the partiers that Buyer’s obligations under this Section 8.1.1 be limited to equity or equity-based awards (a) only those requirement necessary in order to avoid a “plant closing,” “mass layoff,” “termination of operations” and similar event under any Plan. Seller shall provide any continuation coverage required under Section 4980B provision of the Code, Part 6 of Title I of ERISA or applicable state Law (“COBRA”) to each “qualified beneficiary” WARN Acts as that term is defined in COBRA whose first “qualifying event” (as defined in COBRA) occurs on or prior to the Closing Date. The Acquired Companies shall retain responsibility for all accrued but unused vacation pay for each of their respective Acquired Company Employees (other than any Bank Channel Employees who become Acquired Company Employees). As soon as practicable, but in any event within five (5) Business Days following the Closing Date, Seller shall provide Buyer with a list setting forth, with respect to each Acquired Company Employee (other than any Bank Channel Employee who becomes an Acquired Company Employee) the number of days of accrued but unused vacation as result of the Closing Datetermination of the Employees employment with Seller as a result of the consummation of the transaction contemplated by this Agreement and (b) hiring the Employees set forth on Schedule 8.1 and providing such Employees annual compensation no less than the rate set forth in the “Total” column, and in each case (a) and (b), Buyer shall otherwise be permitted to renegotiate and terminate the employment of the Employees at such times and for such reasons as Buyer sees fit.

Certain Employee Matters. (ass.4(i)(i) Seller and the Acquired Companies shall take such action as is necessary such that the Acquired Companies shall, as of the Closing DateSeller Disclosure Schedule contains a true and complete list of each employee benefit plan within the meaning of ss.3(3) of ERISA and all other employee benefits plans, cease being “participating employers” contracts, agreements, practices, policies or arrangements, whether or not subject to ERISA, maintained or contributed to for the Business Employees (the "Plans"). Seller has made available or delivered to Buyer an accurate and shall cease complete copy of each such Plan and any co-sponsorship amendments thereto, and participation in each Seller Plan that is jointly adoptedto the extent applicable, sponsored of any related trust agreement or maintained by Seller and an Acquired Company. Except as otherwise expressly provided in this Section 4.6other funding instrument, the Acquired Companies shall have no further liability most recent determination letter if applicable, any summary plan description and Seller shall retain all liabilities with respect to claims incurred under any such Seller Plan summary of material modification, and for the plan years most recently completed prior to the Closing Datedate hereof, whether such claims are made prior tothe Form 5500 and related schedules, on or after the Closing Dateaudited financial statements and actuarial valuation reports. For this purpose claims under any medical, dental, vision, or prescription drug plan, generally will be deemed to be incurred on the date that the service giving rise to such claim is performed Each Plan has been maintained in all material respects in accordance with its terms and not when such claim is made; provided, however, that in compliance with respect to claims relating to hospitalization the claim will be deemed to be incurred on the first day of such hospitalization and not on the date that such services are performed. Claims for disability under any long or short term disability plan shall be incurred on the date the employee or former employee is first absent from work because of the condition giving rise to such disability and not when the employee or former employee is determined to be eligible for benefits under the applicable Seller Plan. Notwithstanding anything to the contrary herein, Seller shall retain all liabilities under all Seller Plans, except as otherwise expressly provided in Section 4.6. For the avoidance of doubt, Seller shall retain all liabilities with respect to equity or equity-based awards under any Plan. Seller shall provide any continuation coverage required under Section 4980B requirements of the Code, Part 6 ERISA and other applicable law. Each Plan which is an "employee pension benefit plan" within the meaning of ss.3(2) of ERISA ("Pension Plan") and which is intended to be qualified under ss.401(a) of the Code has received a favorable determination letter from the Internal Revenue Service and none of Seller or any of the Economy Companies is aware of any circumstances likely to result in revocation of any such favorable determination letter. Neither Seller, the SPPI Entities nor any of the Economy Companies has incurred, nor does any of them expect to incur, any liability under Subtitle C or D of Title I IV of ERISA (other than for PBGC premiums which have been paid in the ordinary course), or for failure to meet the requirements of ss.412 of the Code with respect to any Pension Plan which is covered by Title IV of ERISA or applicable state Law with respect to any single-employer plan of an ERISA Affiliate. Neither Seller, the SPPI Entities nor any of the Economy Companies has an obligation to contribute to, nor has any of them incurred or expect to incur, any withdrawal liability (“COBRA”whether or not based on the contribution of an ERISA Affiliate) with respect to each “qualified beneficiary” as that term a multiemployer plan under Subtitle E of Title IV of ERISA which has not been satisfied in full. Neither Seller, the SPPI Entities nor any of the Economy Companies has provided, or is defined in COBRA whose first “qualifying event” (as defined in COBRArequired to provide, security to any Pension Plan or to any single-employer plan of an ERISA Affiliate pursuant to ss.401(a)(29) occurs on or of the Code. Within the 12-month period prior to the Closing Date. The Acquired Companies shall retain responsibility date hereof, no reportable event (within the meaning of Section 4043 of ERISA) for all accrued but unused vacation pay for each of their respective Acquired Company Employees (other than any Bank Channel Employees who become Acquired Company Employees). As soon as practicable, but in any event within five (5) Business Days following which the Closing Date, Seller shall provide Buyer with a list setting forth, reporting requirement has not been waived has been required to be filed with respect to each Acquired Company any Pension Plan which would result in a material liability to any of the Economy Companies. Except as disclosed in ss.4(i)(ii) of the Seller Disclosure Schedule, there are no actions, suits or proceedings pending against any of Seller or any of the Economy Companies brought by or on behalf of any Business Employee (other than relating to any Bank Channel Employee who becomes an Acquired Company Employee) the number of days of accrued but unused vacation Plan as of the Closing Datedate of this Agreement. There is no audit, investigation or proceeding pending or, to the Knowledge of the Specified Employees, threatened involving any Plan before the Internal Revenue Service, the United States Department of Labor or any other governmental authority. Neither Seller, the SPPI Entities nor any of the Economy Companies has engaged in a transaction with respect to any Plan that, assuming the taxable period of such transaction expired as of the date hereof, could subject any of the Economy Companies to a tax or penalty imposed by either ss.4975 of the Code or ss.502(i) of ERISA in an amount which would be material. Except as disclosed in ss.4(i)(iii) of the Seller Disclosure Schedule or as set forth in ss.6(d) of this Agreement, the consummation of the transactions contemplated by this Agreement will not, either by itself or by reason of an associated event, (i) give rise to any liability for severance pay, unemployment compensation, termination pay, relocation expenses, subsidized pension or other retirement benefits to any Business Employee (or their beneficiaries), or (ii) accelerate the time of funding, payment or vesting or increase the amount of compensation or benefits due to any to any Business Employee (or their beneficiaries).

Certain Employee Matters. (a) Seller and the Acquired Companies shall take such action as is necessary such that the Acquired Companies shall, as of the Closing Date, cease being “"participating employers” " and shall cease any co-sponsorship and participation in each Seller Plan that is jointly adopted, sponsored or maintained by Seller and an Acquired Company. Except as otherwise expressly provided in this Section 4.6, the Acquired Companies shall have no further liability and Seller shall retain all liabilities with respect to claims incurred under any such Seller Plan prior to the Closing Date, whether such claims are made prior to, on or after the Closing Date. For this purpose claims under any medical, dental, vision, or prescription drug plan, generally will be deemed to be incurred on the date that the service giving rise to such claim is performed and not when such claim is made; providedPROVIDED, howeverHOWEVER, that with respect to claims relating to hospitalization the claim will be deemed to be incurred on the first day of such hospitalization and not on the date that such services are performed. Claims for disability under any long or short term disability plan shall be incurred on the date the employee or former employee is first absent from work because of the condition giving rise to such disability and not when the employee or former employee is determined to be eligible for benefits under the applicable Seller Plan. Notwithstanding anything to the contrary herein, Seller shall retain all liabilities under all Seller Plans, except as otherwise expressly provided in Section 4.6. For the avoidance of doubt, Seller shall retain all liabilities with respect to equity or equity-based awards under any Plan. Seller shall provide any continuation coverage required under Section 4980B of the Code, Part 6 of Title I of ERISA or applicable state Law (“"COBRA”") to each “"qualified beneficiary” " as that term is defined in COBRA whose first “"qualifying event” " (as defined in COBRA) occurs on or prior to the Closing Date. The Acquired Companies shall retain responsibility for all accrued but unused vacation pay for each of their respective Acquired Company Employees (other than any Bank Channel Employees who become Acquired Company Employees). As soon as practicable, but in any event within five (5) Business Days following the Closing Date, Seller shall provide Buyer with a list setting forth, with respect to each Acquired Company Employee (other than any Bank Channel Employee who becomes an Acquired Company Employee) the number of days of accrued but unused vacation as of the Closing Date.

Certain Employee Matters. (a) Seller The participation of any employees of the Company in the plans, programs and arrangements of the Purchaser and its Affiliates relating to compensation and employee benefits (each, a “Purchaser Benefit Plan”) shall be on the same terms as similarly situated employees of the Purchaser and its Affiliates. Each employee of the Company shall be credited under the Purchaser Benefit Plans with all years of service with the Company and the Acquired Companies Seller (and any predecessor to the Seller) for purposes of eligibility and vesting, but not for purposes of benefit accrual (but only to the extent that such service was credited under a similar Plan). In addition, and without limiting the generality of the foregoing, (i) each employee of the Company shall take be immediately eligible to participate, without any waiting time, in any and all Purchaser Benefit Plans to the extent that coverage under such action as is necessary Purchaser Benefit Plans replaces coverage under comparable Plans in which such that the Acquired Companies shall, as of employee participated immediately before the Closing Date, cease being “participating employers” and shall cease any co-sponsorship and participation in (ii) for purposes of each Seller Purchaser Benefit Plan that is jointly adopted, sponsored or maintained by Seller and an Acquired Company. Except as otherwise expressly provided in this Section 4.6, the Acquired Companies shall have no further liability and Seller shall retain all liabilities with respect to claims incurred under any such Seller Plan prior to the Closing Date, whether such claims are made prior to, on or after the Closing Date. For this purpose claims under any providing medical, dental, visionpharmaceutical and/or vision benefits to any employee of the Company, or prescription drug plan, generally will be deemed the Purchaser shall cause all pre-existing condition exclusions and waiting periods of such Purchaser Benefit Plan to be waived for such employee and his or her covered dependents (but solely to the extent waived or satisfied under the corresponding Plan) with respect to the plan year of the Plan in which participation in such Purchaser Benefit Plan begins, and the Purchaser shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Plan ending on the date that such employee’s participation in the service giving rise corresponding Purchaser Benefit Plan begins to be taken into account under such Purchaser Benefit Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such claim is performed employee and not when such claim is made; provided, however, that with respect to claims relating to hospitalization the claim will be deemed to be incurred on the first day of such hospitalization and not on the date that such services are performed. Claims his or her covered dependents for disability under any long or short term disability plan shall be incurred on the date the employee or former employee is first absent from work because of the condition giving rise to such disability and not when the employee or former employee is determined to be eligible for benefits under the applicable Seller plan year as if such amounts had been paid in accordance with such Purchaser Benefit Plan. Notwithstanding anything to the contrary herein, Seller shall retain all liabilities under all Seller Plans, except as otherwise expressly provided in Section 4.6. For the avoidance of doubt, Seller shall retain all liabilities with respect to equity or equity-based awards under any Plan. Seller shall provide any continuation coverage required under Section 4980B of the Code, Part 6 of Title I of ERISA or applicable state Law (“COBRA”) to each “qualified beneficiary” as that term is defined in COBRA whose first “qualifying event” (as defined in COBRA) occurs on or prior to the Closing Date. The Acquired Companies shall retain responsibility for all accrued but unused vacation pay for each of their respective Acquired Company Employees (other than any Bank Channel Employees who become Acquired Company Employees). As soon as practicable, but in any event within five (5) Business Days following the Closing Date, Seller shall provide Buyer with a list setting forth, with respect to each Acquired Company Employee (other than any Bank Channel Employee who becomes an Acquired Company Employee) the number of days of accrued but unused vacation as of the Closing Date.

Certain Employee Matters. (a) Seller and On the Acquired Companies shall take such action as is necessary such that Closing Date the Acquired Companies shall, as Buyer intends to offer employment to the employees of the Sellers who are actively employed by the Sellers in the Business on the Closing Date, cease being “participating employers” and shall cease any co-sponsorship and participation in each Seller Plan that is jointly adopted, sponsored or maintained by Seller and an Acquired Company. Except as otherwise expressly provided in this Section 4.6, the Acquired Companies shall have no further liability and Seller shall retain all liabilities with respect to claims incurred under employees identified on Schedule 6.4 (any such Seller Plan prior employees who accept such offer of employment being referred to herein as the Closing Date, whether such claims are made prior to, on or after the Closing Date. For this purpose claims under any medical, dental, vision, or prescription drug plan, generally will be deemed to be incurred on the date that the service giving rise to such claim is performed and not when such claim is made"Hired Employees"); provided, however, that with respect the Buyer shall offer the Hired Employees employee benefit plans that are similar to claims relating those offered by other companies that are of the same size as the Buyer after the Closing Date; except for Hired Employees, the Buyer shall have no liability to hospitalization any employees of the claim will be deemed to be incurred Sellers who, on the first day Closing Date, are not actively employed or are on disability, leave of such hospitalization and absence, military service leave or lay-off (whether or not on the date that such services are performed. Claims for disability under any long with recall rights), or short term disability plan shall be incurred on the date the employee whose employment has been terminated (voluntarily or former employee is first absent from work because of the condition giving rise to such disability and not when the employee involuntarily) or former employee is determined to be eligible for benefits under the applicable Seller Plan. Notwithstanding anything to the contrary herein, Seller shall retain all liabilities under all Seller Plans, except as otherwise expressly provided in Section 4.6. For the avoidance of doubt, Seller shall retain all liabilities with respect to equity or equity-based awards under any Plan. Seller shall provide any continuation coverage required under Section 4980B of the Code, Part 6 of Title I of ERISA or applicable state Law (“COBRA”) to each “qualified beneficiary” as that term is defined in COBRA whose first “qualifying event” (as defined in COBRA) occurs on or who have retired prior to the Closing Date. Nothing contained in this Agreement shall confer upon any Hired Employee any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement, including, without limitation, any right to employment or continued employment or to any benefits that may be provided, directly or indirectly, under any employee benefit plan, policy or arrangement of the Buyer, nor shall anything contained in this Agreement constitute a limitation on or restriction against the right of the Buyer to amend, modify or terminate any such plan, policy or arrangement or the terms or conditions of employment. The Acquired Companies Sellers shall retain responsibility for all accrued but unused vacation pay for each liabilities and obligations arising from the termination or severance of their respective Acquired Company all employees of the Business who do not become Hired Employees (other than any Bank Channel Employees who become Acquired Company Employees). As soon as practicable, but in any event within five (5) Business Days following on the Closing Date, Seller . The Buyer shall provide Buyer with bear the cost of any liability to Hired Employees under the Worker Adjustment and Retraining Notification Act which arises as a list setting forth, with respect to each Acquired Company Employee (other than any Bank Channel Employee who becomes an Acquired Company Employee) the number consequence of days of accrued but unused vacation as actions of the Closing DateBuyer after the Closing.

Certain Employee Matters. (a) Purchaser covenants and agrees that it shall make offers of employment (in substantially equivalent positions) to substantially all Deaconess Employees (whether such employees are full-time employees, part-time employees, on short-term or long- term disability or on leave of absence pursuant to Seller's policies, the Family and Medical Leave Act of 1993 or other similar local law) as of the Closing Date. Notwithstanding the foregoing, Purchaser acknowledges that Seller and has the Acquired Companies right, but is not required, to retain any management-level Deaconess Employee who does not accept Purchaser's employment offer made under this Section 10.1(a), which individuals will remain employed by Seller as of the Closing Date (the "Retained Management Employees"). Any of the Deaconess Employees who accept an offer of employment with Purchaser as of or after the Closing Date shall take such action be referred to in this Agreement as is necessary such the "Hired Employees." Purchaser agrees that it shall continue to employ in comparable positions the Hired Employees for a period of no less than ninety (90) calendar days following the Closing Date, unless Purchaser sooner terminates the employment of any Hired Employee for cause or any Hired Employee voluntarily resigns or retires. For a period of one year from the Closing Date, Purchaser shall ensure that the Acquired Companies shallterms and conditions of employment (including initial position, cash compensation, shifts, benefits, including without limitation health, dental, disability, life insurance and retirement plans) of each of the Hired Employees on and after the Closing Date are, in the aggregate, substantially equivalent to that provided the Deaconess Employees as of the Closing Date, cease being “participating employers” and shall cease any co-sponsorship and participation in each Seller Plan that is jointly adopted, sponsored or maintained by Seller and an Acquired Company. Except as otherwise expressly provided in this Section 4.6, the Acquired Companies shall have no further liability and Seller shall retain all liabilities with respect to claims incurred under any such Seller Plan prior to the Closing Date, whether such claims are made prior to, on or after the Closing Date. For this purpose claims under any medical, dental, vision, or prescription drug plan, generally will be deemed to be incurred on the date that the service giving rise to such claim is performed and not when such claim is made; provided, however, that with respect to claims relating to hospitalization the claim will be deemed to be incurred on the first day entitlement of such hospitalization and not on the date that such services are performed. Claims for disability under any long or short term disability plan shall be incurred on the date the employee or former employee is first absent from work because of the condition giving rise Deaconess Employees to such disability and not when the employee or former employee is determined to be eligible for benefits under the applicable Seller Plan. Notwithstanding anything to the contrary herein, Seller shall retain all liabilities under all Seller Plans, except as otherwise expressly provided in Section 4.6. For the avoidance of doubt, Seller shall retain all liabilities with respect to equity or equity-based awards under any Plan. Seller shall provide any continuation coverage required under Section 4980B of the Code, Part 6 of Title I of ERISA or applicable state Law (“COBRA”) to each “qualified beneficiary” as that term is defined in COBRA whose first “qualifying event” (as defined in COBRA) occurs on or prior to the Closing Date. The Acquired Companies shall retain responsibility for all accrued but unused vacation pay for each of their respective Acquired Company Employees (other than any Bank Channel Employees who become Acquired Company Employees). As soon as practicable, but in any event within five (5) Business Days following the Closing Date, Seller shall provide Buyer with a list setting forth, with respect to each Acquired Company Employee (other than any Bank Channel Employee who becomes an Acquired Company Employee) the number of days of accrued but unused vacation retention bonuses as of the Closing DateDate shall not constitute a term and condition of employment of any Hired Employee as to which Purchaser must provide a substantially equivalent benefit.

Certain Employee Matters. (a) The Seller shall terminate the Business Personnel immediately prior to closing. In consultation with the Seller, the Buyer and/or an Affiliate of the Buyer shall offer employment to the particular Business Personnel that Buyer determines to employ on the Closing Date (the “Transferred Employees”). As to any Business Personnel who become Transferred Employees, it is agreed that: (i) such Transferred Employees will be considered “new hires” by the Buyer or its applicable Affiliate, and for a minimum of six (6) months after Closing the Acquired Companies terms and conditions of any such Transferred Employees’ employment with Buyer will be no less favorable than each Transferred Employee’s current employment arrangement with the Seller, provided that any right to participate in an employee benefit plan of Buyer, if any, or an Affiliate of the Buyer, if any, shall take such action be provided as is necessary such that soon as administratively practicable and in all cases subject to the Acquired Companies shallterms of the applicable employee benefit plan, if any (ii) each Transferred Employee shall receive service credit for the number of years of service to the Seller, (iii) each Transferred Employee shall receive credit in the form of additional paid time off while employed by Buyer for any Accrued PTO as of the Closing DateDate properly earned by such Transferred Employee while an employee of Seller, cease being “participating employers” and (iv) the Buyer or its applicable Affiliate shall cease any co-sponsorship and participation in each Seller Plan that is jointly adopted, sponsored or maintained by Seller and an Acquired Company. Except as otherwise expressly provided in this Section 4.6, thereafter have the Acquired Companies shall have no further liability and Seller shall retain all liabilities sole right with respect to claims incurred under any such Seller Plan prior establishing all terms and conditions relating to the Closing Dateemployment or engagement of any Transferred Employees, whether such claims are made prior toand (v) nothing shall obligate Buyer beyond the six (6) month period specified in (i) above, on to continue to employ or after the Closing Date. For this purpose claims under engage any medical, dental, vision, Transferred Employee for any length of time or prescription drug plan, generally will be deemed to be incurred on the date that the service giving rise to such claim is performed and not when such claim is made; provided, however, that with respect to claims relating to hospitalization the claim will be deemed to be incurred on the first day of such hospitalization and not on the date that such services are performed. Claims for disability under prohibit Buyer from exercising its independent business judgment in modifying any long or short term disability plan shall be incurred on the date the employee or former employee is first absent from work because of the condition giving rise to such disability terms and not when the employee or former employee is determined to be eligible for benefits under the applicable Seller Plan. Notwithstanding anything to the contrary herein, Seller shall retain all liabilities under all Seller Plans, except as otherwise expressly provided in Section 4.6. For the avoidance of doubt, Seller shall retain all liabilities with respect to equity or equity-based awards under any Plan. Seller shall provide any continuation coverage required under Section 4980B conditions of the Code, Part 6 employment or engagement of Title I of ERISA or applicable state Law (“COBRA”) to each “qualified beneficiary” as that term is defined in COBRA whose first “qualifying event” (as defined in COBRA) occurs on or prior to the Closing Date. The Acquired Companies shall retain responsibility for all accrued but unused vacation pay for each of their respective Acquired Company Employees (other than any Bank Channel Employees who become Acquired Company Employees). As soon as practicable, but in any event within five (5) Business Days following the Closing Date, Seller shall provide Buyer with a list setting forth, with respect to each Acquired Company Employee (other than any Bank Channel Employee who becomes an Acquired Company Transferred Employee) the number of days of accrued but unused vacation as of the Closing Date.

Certain Employee Matters. (a) Seller and the Acquired Companies shall take such action as is necessary such The parties acknowledge that the Acquired Companies shall, consummation of the Merger will not affect the status of any Employee employed by FDC or any of its Subsidiaries as of the Closing Date, cease being “participating employers” Date and the Surviving Corporation and each of its Subsidiaries shall cease any co-sponsorship honor all obligations to the Employees under Employee Plans and participation in each Seller Plan that is jointly adopted, sponsored or maintained by Seller Contracts of FDC and an Acquired Companyits Subsidiaries. Except as otherwise expressly provided in this Section 4.6For a period of one year following the Closing, the Acquired Companies Surviving Corporation shall, or shall have no further liability and Seller shall retain all liabilities with respect to claims incurred under any such Seller Plan prior to the Closing Date, whether such claims are made prior cause one of its Subsidiaries to, on or after provide each of the Closing Date. For Employees with compensation and benefits that in the aggregate are no less favorable than the compensation and benefits (including wages, salaries, bonuses and the benefits and compensation provided under the Employee Plans, but excluding for this purpose claims under any medicalstock option, dentalstock purchase plans, vision, Retirement Payments or prescription drug plan, generally will be deemed to be incurred on Deal Bonuses) provided as of the date that Effective Time of the service giving rise Merger to such claim is performed and not when such claim is madeEmployees; provided, however, that with respect to claims relating to hospitalization the claim will foregoing sentence shall be deemed to be incurred on the first day of such hospitalization and not on the date that such services are performed. Claims for disability under any long or short term disability plan shall be incurred on the date the employee or former employee is first absent from work because of the condition giving rise to such disability and not when the employee or former employee is determined to be eligible for benefits under the applicable Seller Plan. Notwithstanding anything to the contrary herein, Seller shall retain all liabilities under all Seller Plans, except as otherwise expressly provided in Section 4.6. For the avoidance of doubt, Seller shall retain all liabilities satisfied with respect to equity health and disability benefit plans provided to the Employees if each Employee is offered by Acquiror health and disability benefit plans that, in the aggregate, are comparable to the health and disability benefit plans offered to all similarly situated Employees. Acquiror agrees that to the extent service is relevant for purposes of eligibility or equity-based awards vesting under any Plan. Seller shall provide employee benefit plan for which any continuation coverage required under Section 4980B of the CodeEmployee is or becomes eligible, Part 6 of Title I of ERISA or applicable state Law (“COBRA”) to such plan will credit each “qualified beneficiary” as that term is defined in COBRA whose first “qualifying event” (as defined in COBRA) occurs on or Employee for service with FDC and its Subsidiaries, Affiliates and predecessors prior to the Closing Date. The Acquired Companies shall retain responsibility for all accrued but unused vacation pay for each of their respective Acquired Company Employees (other than any Bank Channel Employees who become Acquired Company Employees). As soon as practicable, but in any event within five (5) Business Days following the Closing Date, Seller shall provide Buyer with a list setting forth, with respect to each Acquired Company Employee (other than any Bank Channel Employee who becomes an Acquired Company Employee) the number of days of accrued but unused vacation as Effective Time of the Closing DateMerger to the extent such service was recognized by FDC or any of its Subsidiaries or Affiliates.

Certain Employee Matters. (a) Seller and the Acquired Companies shall take such action as is necessary such that the Acquired Companies shall, as of the Closing Date, cease being “"participating employers” " and shall cease any co-sponsorship and participation in each Seller Plan that is jointly adopted, sponsored or maintained by Seller and an Acquired Company. Except as otherwise expressly provided in this Section 4.6, the Acquired Companies shall have no further liability and Seller shall retain all liabilities with respect to claims incurred under any such Seller Plan prior to the Closing Date, whether such claims are made prior to, on or after the Closing Date. For this purpose claims under any medical, dental, vision, or prescription drug plan, generally will be deemed to be incurred on the date that the service giving rise to such claim is performed and not when such claim is made; provided, however, that with respect to claims relating to hospitalization the claim will be deemed to be incurred on the first day of such hospitalization and not on the date that such services are performed. Claims for disability under any long or short term disability plan shall be incurred on the date the employee or former employee is first absent from work because of the condition giving rise to such disability and not when the employee or former employee is determined to be eligible for benefits under the applicable Seller Plan. Notwithstanding anything to the contrary herein, Seller shall retain all liabilities under all Seller Plans, except as otherwise expressly provided in Section 4.6. For the avoidance of doubt, Seller shall retain all liabilities with respect to equity or equity-based awards under any Plan. Seller shall provide any continuation coverage required under Section 4980B of the Code, Part 6 of Title I of ERISA or applicable state Law (“"COBRA”") to each “"qualified beneficiary” " as that term is defined in COBRA whose first “"qualifying event” " (as defined in COBRA) occurs on or prior to the Closing Date. The Acquired Companies shall retain responsibility for all accrued but unused vacation pay for each of their respective Acquired Company Employees (other than any Bank Channel Employees who become Acquired Company Employees). As soon as practicable, but in any event within five (5) Business Days following the Closing Date, Seller shall provide Buyer with a list setting forth, with respect to each Acquired Company Employee (other than any Bank Channel Employee who becomes an Acquired Company Employee) the number of days of accrued but unused vacation as of the Closing Date.

Certain Employee Matters. (a) Seller and the Acquired Companies shall take such action as is necessary such that the Acquired Companies shall, as of On the Closing Date, cease the Purchasers shall or shall cause the Entities or an Affiliate of the Purchasers, to continue the employment of or offer employment, as applicable, to the employees of the Entities and Parent to be identified by the Purchasers prior to the Closing Date in accordance with the terms of a letter, dated of even date herewith, delivered by Purchaser A to the Parent (any such employees who so continue or accept such offer of employment being “participating employers” referred to herein as the "Hired Employees"). Such employment shall be in a substantially similar position as such Hired Employee held while employed by the applicable Entity or Parent prior to the Closing, and the Purchasers shall have no Liability or obligation to any other employees of the Parent or any of its Subsidiaries (other than the Entities as set forth herein). Prior to the Closing, Parent and the Entities shall take such actions and, after the Closing Date, Parent and the Purchasers shall take, and the Purchasers shall cause the Entities to take, such actions as are necessary so that each Hired Employee shall cease to be entitled to participate in or accrue benefits under any co-sponsorship of Parent's Employee Benefit Plans, programs, policies and participation in arrangements except to the extent required by applicable Law. The Purchasers shall, or shall cause the Entities or an Affiliate of the Purchasers, to take such actions as may be necessary such that, subject to the provisions of this Section 5.18, on and after the Closing Date, each Seller Plan that is jointly adoptedHired Employee shall be eligible to participate in, and be subject to the provisions of, the Employee Benefit Plans (including a 401(k) plan and a flexible benefits plan), programs, personnel policies and guidelines sponsored or maintained by Seller Alliance, and an Acquired Company. Except applicable for employees of Alliance or its Affiliates in a similar position, subject to the satisfaction of all the eligibility criteria for participation thereunder (except as otherwise expressly provided in this Section 4.6, the Acquired Companies shall have no further liability and Seller shall retain all liabilities with respect to claims incurred under any such Seller Plan prior to the Closing Date, whether such claims are made prior to, on or after the Closing Date. For this purpose claims under any medical, dental, vision, or prescription drug plan, generally will be deemed to be incurred on the date that the service giving rise to such claim is performed and not when such claim is made; provided, however, that with respect to claims relating to hospitalization the claim will be deemed to be incurred on the first day of such hospitalization and not on the date that such services are performed. Claims for disability under any long or short term disability plan shall be incurred on the date the employee or former employee is first absent from work because of the condition giving rise to such disability and not when the employee or former employee is determined to be eligible for benefits under the applicable Seller Plan. Notwithstanding anything to the contrary herein, Seller shall retain all liabilities under all Seller Plans, except as otherwise expressly provided in Section 4.6. For the avoidance of doubt, Seller shall retain all liabilities with respect to equity or equity-based awards under any Plan. Seller shall provide any continuation coverage required under Section 4980B of the Code, Part 6 of Title I of ERISA or applicable state Law (“COBRA”) to each “qualified beneficiary” as that term is defined in COBRA whose first “qualifying event” (as defined in COBRA) occurs on or prior to the Closing Date. The Acquired Companies shall retain responsibility for all accrued but unused vacation pay for each of their respective Acquired Company Employees (other than any Bank Channel Employees who become Acquired Company Employees5.18). As soon as practicable, but in any event within five (5) Business Days following the Closing Date, Seller shall provide Buyer with a list setting forth, with respect to each Acquired Company Employee (other than any Bank Channel Employee who becomes an Acquired Company Employee) the number of days of accrued but unused vacation as of the Closing Date.

Certain Employee Matters. (a) Seller and the Acquired Companies shall take such action as is necessary such that the Acquired Companies shall, Effective as of the Closing Date, cease being “participating employers” Effective Date and shall cease any co-sponsorship and participation in each Seller Plan that is jointly adopted, sponsored or maintained by Seller and an Acquired Company. Except as otherwise expressly provided in this Section 4.6for a period of one (1) year thereafter, the Acquired Companies Surviving Corporation and its Subsidiaries shall have provide benefit plans to the Continuing Employees that are no further liability and Seller shall retain all liabilities less favorable in the aggregate with respect to claims incurred the Continuing Employees in the aggregate than the benefit plans provided to them on the Agreement Date and which are listed on Schedule 2.13(a) to the Company Disclosure Schedule; provided that (i) for this purpose, benefit plans do not include any equity plans or grants made after the Effective Date, and (ii) any substitution of a benefit plan maintained for other, substantially comparable employees of the Acquiror or its affiliates in the same country in lieu of a plan providing the same or similar type of benefits maintained for the Continuing Employees as of the Agreement Date shall be deemed not to be a breach of this provision. With respect to all benefits provided to Company Continuing Employees following the Effective Date, Surviving Corporation and its Subsidiaries shall provide credit to such employees for prior service with the Company and its Subsidiaries for purposes of eligibility to participate and vesting of benefits. To the extent any Company Employee Plan shall be substituted, replaced or terminated by Acquiror or the Surviving Corporation following the Effective Time, then Acquiror shall use its reasonable commercial efforts to cause Acquiror, the Surviving Corporation and its Subsidiaries to (i) waive all limitations as to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare plan in which such Seller employees are eligible to participate after the Effective Time, to the extent that such conditions, exclusions and waiting periods would not apply under a similar Company Employee Plan in which such employees participated prior to the Closing DateEffective Time, whether and (ii) provide each Continuing Employee with credit for amounts paid under a corresponding Company Employee Plan during the same plan year for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such claims are made prior to, on or after amounts had been paid in accordance with the Closing Date. For this purpose claims under any medical, dental, vision, or prescription drug plan, generally will be deemed to be incurred on terms and conditions of the date that the service giving rise to comparable employee benefit plan in which such claim is performed and not when such claim is made; provided, however, that Continuing Employees participate but solely with respect to claims relating to hospitalization the claim will be deemed to be incurred on the first day of such hospitalization and not on the date that such services are performed. Claims for disability under any long or short term disability plan shall be incurred on the date the employee or former employee is first absent from work because of the condition giving rise to such disability and not when the employee or former employee is determined to be eligible for benefits under the applicable Seller Plan. Notwithstanding anything to the contrary herein, Seller shall retain all liabilities under all Seller Plans, except as otherwise expressly provided year in Section 4.6. For the avoidance of doubt, Seller shall retain all liabilities with respect to equity or equity-based awards under any Plan. Seller shall provide any continuation coverage required under Section 4980B of the Code, Part 6 of Title I of ERISA or applicable state Law (“COBRA”) to each “qualified beneficiary” as that term is defined in COBRA whose first “qualifying event” (as defined in COBRA) occurs on or prior to which the Closing Date. The Acquired Companies shall retain responsibility for all accrued but unused vacation pay for each of their respective Acquired Company Employees (other than any Bank Channel Employees who become Acquired Company Employees). As soon as practicable, but in any event within five (5) Business Days following the Closing Date, Seller shall provide Buyer with a list setting forth, with respect to each Acquired Company Employee (other than any Bank Channel Employee who becomes an Acquired Company Employee) the number of days of accrued but unused vacation as of the Closing Date.Date occurs