Common use of Continuation Period Clause in Contracts

Continuation Period. Subject, and in addition, to requirements imposed by applicable Legal Requirements: (a) For the period commencing on the Employment Commencement Date and ending on the one-year anniversary of the Employment Commencement Date (the “Continuation Period”), Purchaser shall provide, or shall cause to be provided, to each Transferred Employee: (i) a base salary (or hourly base wage rate) that is at least equal to the base salary (or hourly base wage rate) provided to such Transferred Employee immediately prior to the Employment Commencement Date, (ii) a target annual cash bonus or commission opportunity that is at least equal to the target annual cash bonus or commission opportunity provided to such Transferred Employee immediately prior to the Employment Commencement Date, (iii) long-term incentive opportunities that are at least equal to the long-term incentive opportunities provided to similarly situated employees of Purchaser, and (iv) employee health, welfare, retirement and fringe benefits and perquisites that are no less favorable in the aggregate than the employee health, welfare, retirement and fringe benefits and perquisites provided or made available to such Transferred Employee immediately prior to the Employment Commencement Date; (b) In the event of termination of the employment of any Transferred Employee during the Continuation Period, Purchaser shall provide, or shall cause to be provided, to such Transferred Employee severance pay and benefits no less favorable than the severance pay and benefits to which such Transferred Employee would have been entitled under any applicable Seller Benefit Plan or Acquired Company Benefit Plan immediately prior to the Employment Commencement Date; (c) For purposes of vesting and eligibility, Purchaser shall, or shall cause its applicable Affiliate (including any Acquired Company) to, give each Transferred Employee full credit for all purposes under each employee benefit plan, policy or arrangement of Seller or its applicable Affiliates (other than a defined benefit plan) maintained or made available for the benefit of Transferred Employees as of and after the Employment Commencement Date by Purchaser or any of its Affiliates, for such Transferred Employee’s service prior to the Employment Commencement Date with Seller and its applicable Affiliates and their respective predecessors, to the same extent and for the same purpose as such service is recognized by Seller and its applicable Affiliates immediately prior to the Employment Commencement Date; provided that such credit shall not be given to the extent that it would result in a duplication of benefits for the same period of service; and (d) Purchaser shall use commercially reasonable efforts, or shall use commercially reasonable efforts to cause its applicable Affiliates (including any Acquired Company) to: (i) waive any limitation on health and welfare coverage of such Transferred Employees due to pre-existing conditions, waiting periods, active employment requirements and requirements to show evidence of good health under any applicable health and welfare plan of Purchaser or any of its Affiliates (including any Acquired Company) and (ii) credit each such Transferred Employee with all deductible payments, co-payments and co-insurance paid by such employee under any medical plan of Seller or any of its Affiliates prior to the Employment Commencement Date during the year in which the Employment Commencement Date occurs for the purpose of determining the extent to which any such employee has satisfied any applicable deductible and whether such employee has reached the out-of-pocket maximum under any benefit plan of Purchaser or any of its Affiliates for such year.

Continuation Period. Subject, and in addition, to requirements imposed by applicable Legal RequirementsRequirements and contract, as well as any Labor Agreements that apply to any Transferred Employee, in which case Purchaser and its Controlled Affiliates shall abide by and provide the terms and conditions provided for in any such agreement: (a) For the period commencing on the Employment Commencement Closing Date and ending on December 31, 2022 (or, such shorter period of employment, as the one-year anniversary of the Employment Commencement Date (case may be, the “Continuation Period”), Purchaser shall provide, or shall cause to be provided, to each Transferred Employee: (i) a base salary (or hourly base wage rate) that is at least equal to the base salary (or hourly base wage rate) provided to such Transferred Employee immediately prior to the Employment Commencement Closing Date, (ii) a target annual cash bonus opportunity amount or commission opportunity amount that is at least equal to the target annual cash bonus opportunity amount or commission opportunity amount provided to such Transferred Employee immediately prior to the Employment Commencement Closing Date, and (iii) longother employee benefits (excluding deferred compensation, incentive compensation not covered in clause (ii), retention arrangements, severance benefits, retiree welfare, equity or equity-term based incentive opportunities compensation, and defined benefit pension benefits) that are at least equal to substantially similar in the long-term incentive opportunities provided to similarly situated employees aggregate as either, in the sole discretion of Purchaser, and (ivA) employee health, welfare, retirement and fringe benefits and perquisites that are no less favorable in the aggregate than the employee health, welfare, retirement and fringe benefits and perquisites provided or made available to such Transferred Employee immediately prior to the Employment Commencement DateClosing Date or (B) the employee benefits provided to similarly situated employees of the Purchaser or its Affiliates; (b) In the event of termination of the employment of any Transferred Employee during the Continuation Period, Purchaser shall provide, or shall cause to be provided, to such Transferred Employee severance pay and benefits no less favorable than the severance pay and benefits to which such Transferred Employee would have been entitled under any applicable Seller Benefit Plan or Acquired Company Benefit Plan immediately prior to the Employment Commencement Date; (c) For purposes of vesting and eligibility, Purchaser shall, or shall cause its applicable Controlled Affiliate (including any Acquired Company) to, give each Transferred Employee full credit for all purposes of eligibility to participate and vesting of defined contribution retirement benefits (but not benefit accrual) under (i) any Acquired Company Benefit Plans and (ii) each other employee benefit plan, policy or arrangement of Seller or its applicable Affiliates (other than a defined benefit plan) maintained or made available for the benefit of Transferred Employees as of and after the Employment Commencement Date last day on which Seller provides services to the Purchaser under the Transition Services Agreement (the “Transition Date”) by Purchaser or any of its AffiliatesControlled Affiliates (other than defined benefit pension, deferred compensation, retiree welfare, or equity incentive plans), for such Transferred Employee’s service prior to the Employment Commencement Transition Date with Purchaser, Seller and its their respective applicable Controlled Affiliates and their respective predecessors, to the same extent and for the same purpose as such service is recognized by Seller and its applicable Controlled Affiliates immediately prior to the Employment Commencement DateTransition Date under such Acquired Company Benefit Plan or the corresponding Seller Benefit Plan; provided that such credit shall not be given to the extent that it would result in a duplication of benefits or coverage for the same period of service; and (dc) Purchaser shall use commercially reasonable effortsshall, or shall use commercially reasonable efforts to cause its applicable Controlled Affiliates (including any Acquired Company) to use commercially reasonable efforts, for the plan year in which the Closing occurs, to: (i) waive any limitation on health and welfare coverage of such Transferred Employees due to pre-existing conditions, waiting periods, active employment requirements requirements, and requirements to show evidence of good health under any applicable health and welfare plan of Purchaser or any of its Controlled Affiliates (including any Acquired Company) to the extent such Transferred Employees were covered under the analogous Benefit Plan and the applicable conditions or requirements were waived or satisfied as of the Transition Date and (ii) credit each such Transferred Employee with all deductible payments, co-payments and co-insurance paid by such employee under any Benefit Plan that is a medical plan of Seller or any of its Affiliates prior to the Employment Commencement Transition Date during the year in which the Employment Commencement Transition Date occurs for the purpose of determining the extent to which any such employee has satisfied any applicable deductible and whether such employee has reached the out-of-pocket maximum under any benefit plan of Purchaser or any of its Controlled Affiliates for such year.

Continuation Period. SubjectSubject to any applicable Law or Contract that provide for greater benefits that applies to any Transferred Employee, in which case Buyer shall cause the Company to abide by and provide the terms and conditions provided for in addition, to requirements imposed by applicable Legal Requirementsany such agreement: (a) For the period commencing on the Employment Commencement Closing Date and ending on the one-year first (1st) anniversary of the Employment Commencement Date Closing Date, or for such shorter period of employment, as the case may be (the “Continuation Period”), Purchaser shall provide, or Buyer shall cause the Company to be providedprovide, to each Transferred Employee: Employee (i) a base salary (or hourly base wage rate) that is at least equal to the base salary (or hourly base wage rate) provided to such Transferred Employee immediately prior to the Employment Commencement Closing Date, (ii) a target annual cash bonus or commission opportunity that is at least equal to the target annual cash bonus or commission opportunity provided to such Transferred Employee immediately prior to the Employment Commencement Closing Date, (iii) long-term incentive opportunities that are at least equal to the long-term incentive opportunities provided to similarly situated employees of Purchaser, and (iv) employee health, welfare, retirement welfare and fringe benefits and perquisites that are no less favorable in the aggregate than the employee health, welfare, retirement welfare and fringe benefits and perquisites provided or made available to such Transferred Employee under the applicable Company Benefit Plans immediately prior to the Employment Commencement Closing Date and (iv) the same work location (or a work location no more than twenty (20) miles from the work location) of such Transferred Employee as of immediately prior to the Closing Date; (b) In the event of termination of the employment of any Transferred Employee during the Continuation Period, Purchaser Buyer shall provide, or shall cause the Company to be providedprovide, to such Transferred Employee severance pay and severance benefits no less favorable than the greater of the severance pay and benefits to which such Transferred Employee (i) would have been entitled under any applicable Seller Benefit Plan or Acquired Company Benefit Plan immediately prior to the Employment Commencement Date; Closing under the Benefit Plans set forth on Schedule 9.2(b) of the Disclosure Schedule and (cii) For purposes is entitled under any applicable severance plan, policy, practice or arrangement of vesting and eligibility, Purchaser Buyer or the Company on the actual date of termination of the Transferred Employee’s employment. Buyer shall, or shall cause its applicable Affiliate (including any Acquired Company) the Company to, give each Transferred Employee full credit for all purposes under (i) each Company Benefit Plan and (ii) each other employee benefit plan, policy or arrangement of Seller or its applicable Affiliates (other than a defined benefit plan) maintained or made available for the benefit of Transferred Employees as of and after the Employment Commencement Closing Date by Purchaser Buyer, its Affiliates or any of its Affiliates, the Company for such Transferred Employee’s service prior to the Employment Commencement Closing Date with any Seller and its or their applicable respective Controlled Affiliates and or their respective predecessors, to the same extent and for the same purpose as such service is recognized by the applicable Seller and its or their applicable respective Controlled Affiliates immediately prior to the Employment Commencement DateClosing Date under the applicable Company Benefit Plan; provided that such credit shall not be given to the extent that it would result in a duplication of benefits for the same period of service; and (dc) Purchaser shall use commercially reasonable effortsBuyer shall, or shall use commercially reasonable efforts to cause its applicable Affiliates (including any Acquired Company) the Company to: , (i) waive any limitation on health and welfare coverage of such Transferred Employees due to pre-existing conditions, waiting periods, active employment requirements requirements, and requirements to show evidence of good health under any applicable health and welfare plan of Purchaser Buyer or any of its Affiliates (including any Acquired the Company) to the extent such Transferred Employees were covered under the applicable Company Benefit Plan immediately prior to the Closing Date and (ii) credit each such Transferred Employee with all deductible payments, co-payments and co-insurance paid by such employee under any medical plan of Seller or any of its Affiliates applicable Company Benefit Plan prior to the Employment Commencement Closing Date during the year in which the Employment Commencement Closing Date occurs for the purpose of determining the extent to which any such employee has satisfied any applicable deductible and whether such employee has reached the out-of-pocket maximum under any benefit plan of Purchaser Buyer or any of its Affiliates (including the Company) for such year.

Continuation Period. Subject, and in addition, to requirements imposed by applicable Legal Requirements: (a) For Subject to the period commencing on the Employment Commencement Date and ending on provisions of Section 9.1, for the one-year period ending on the first anniversary of the Employment Commencement Closing Date (the “Continuation Period”), Purchaser shall provide, or Parent shall cause Purchaser or the Company and its Subsidiaries to provide each Company Employee (including Seller Affiliate Employees who are deemed to be providedCompany Employees pursuant to Section 9.1), to each Transferred Employee: during any portion of the Continuation Period that such employee is employed by the Company or any such Subsidiary, (i) a base an annual salary (or hourly base wage rate) , as applicable, that is at least equal to no less than the base annual salary (or hourly base wage rate) provided rate payable to such Transferred Employee employee immediately prior to the Employment Commencement Closing Date, (ii) a an annual variable compensation bonus opportunity with target annual cash bonus or commission opportunity payouts that is at least equal to the target annual cash bonus or commission opportunity provided are no less than those applicable to such Transferred Employee employee immediately prior to the Employment Commencement Date, Closing Date and (iii) long-term incentive opportunities (A) with respect to Seller Affiliate Employees who are deemed to be Company Employees pursuant to Section 9.1, welfare benefits (other than severance benefits) that are at least equal substantially similar in the aggregate to the long-term incentive opportunities welfare benefits (other than severance benefits) provided to similarly situated employees of Purchaser, Parent with similar duties and responsibilities and (ivB) employee healthwith respect to Company Store Employees, welfare, retirement and fringe welfare benefits and perquisites (including severance benefits) that are no less favorable substantially similar in the aggregate than the employee health, welfare, retirement and fringe benefits and perquisites provided or made available to such Transferred Employee immediately prior to the Employment Commencement welfare benefits (including severance benefits) that are provided to similarly situated employees of Parent with similar duties and responsibilities. Notwithstanding any other provision herein, none of the Company, any of its Subsidiaries, Parent or Purchaser will have any obligation to continue the employment of any such Company Employee (including any Seller Affiliate Employee who is deemed to be a Company Employee pursuant to Section 9.1) for any period following the Closing Date;. (b) In the event With respect to employee benefit plans, if any, of termination of the employment of any Transferred Employee during the Continuation PeriodParent, Purchaser shall provide, or shall cause their Subsidiaries in which Company Employees (including Seller Affiliate Employees who are deemed to be providedCompany Employees pursuant to Section 9.1) become eligible to participate after the Closing (the “Purchaser Plans”), to such Transferred Employee severance pay and benefits no less favorable than the severance pay and benefits to which such Transferred Employee would have been entitled under any applicable Seller Benefit Plan or Acquired Company Benefit Plan immediately prior to the Employment Commencement Date; (c) For purposes of vesting and eligibility, Purchaser Parent shall, or shall cause Purchaser, the Company or its Subsidiaries to: (i) waive all limitations as to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements for the plan year that includes the Closing Date applicable Affiliate to the Company Employees under any welfare plan that such Company Employees may be eligible to participate in after the Closing, (including ii) provide each such Company Employee with credit towards any Acquired Companyapplicable deductible or out-of-pocket requirements under any welfare plans that such Company Employees are eligible to participate in after the Closing and (iii) to, give provide each Transferred Company Employee full with credit for all purposes service with Seller, the Company or its Subsidiaries under each employee benefit plan, policy or arrangement of Seller or its applicable Affiliates (other than a defined benefit plan) maintained or made available for the benefit of Transferred Purchaser Plan in which such Company Employees as of and after the Employment Commencement Date by Purchaser or any of its Affiliates, for such Transferred Employee’s service prior are eligible to the Employment Commencement Date with Seller and its applicable Affiliates and their respective predecessors, to the same extent and for the same purpose as such service is recognized by Seller and its applicable Affiliates immediately prior to the Employment Commencement Dateparticipate; provided however, that such in no event shall the Company Employees be entitled to any credit shall not be given to the extent that it would result in a duplication of benefits for with respect to the same period of service; and. With respect to any accrued but unused vacation time to which any Company Store Employee is entitled pursuant to the vacation policy applicable to such employee immediately prior to the Closing Date, Parent shall cause Purchaser to credit such Company Store Employee with such accrued vacation to the extent accrued as a liability in the Closing Date Working Capital. (c) Seller shall be responsible to provide continuation coverage, in accordance with Section 4980B of the Code, to all Company Employees and “qualified beneficiaries” (within the meaning of Section 4980B of the Code) of any such employee who, as of the Closing Date, is receiving or is eligible to elect to receive, such continuation coverage, or who become eligible for such continuation coverage on the Closing Date as a result of the consummation of the transactions contemplated hereby or in any of the Transaction Documents. (d) Purchaser shall use commercially reasonable effortsEffective as of the Closing Date, Parent shall, or shall use commercially reasonable efforts to cause its applicable Affiliates (including any Acquired Company) to: (i) waive any limitation on health and welfare coverage of such Transferred Employees due to pre-existing conditionsPurchaser, waiting periods, active employment requirements and requirements to show evidence of good health under any applicable health and welfare plan of Purchaser the Company or any of its Affiliates Subsidiaries to, permit Company Employees who participated in the ConocoPhillips Savings Plan, the Conoco Thrift Plan, the ConocoPhillips Store Savings Plan or the Conoco Retail Thrift Plan (including any Acquired Companythe “Seller DC Plans”) to participate in a defined contribution plan of Parent’s Subsidiaries applicable to employees in the United States (the “Purchaser DC Plan”). The Purchaser DC Plans shall (i) recognize for purposes of eligibility and vesting the service of the Company Employees which was recognized under the applicable Seller DC Plan and (ii) credit each such Transferred Employee with all deductible payments, co-payments and co-insurance paid by such employee under any medical plan of permit the Company Employees to rollover their vested interests in the applicable Seller or any of its Affiliates prior to DC Plan into the Employment Commencement Date during the year in which the Employment Commencement Date occurs for the purpose of determining the extent to which any such employee has satisfied any applicable deductible and whether such employee has reached the out-of-pocket maximum under any benefit plan of Purchaser or any of its Affiliates for such yearDC Plan.

Continuation Period. Subject, and in addition, Subject to requirements imposed by any applicable Legal Requirements: Requirements or Contracts to the extent explicitly assumed by the Holdco or its Controlled Affiliates pursuant to Section 1.1 of this Agreement and other than as set forth in the Transition Services Agreement: (a) For the period commencing on the Employment Commencement Closing Date and ending on the one-year first (1st) anniversary of the Employment Commencement Date Closing Date, or for such shorter period of employment, as the case may be (the “"Continuation Period”"), Holdco or its Affiliates (including any Acquired Company) shall and Purchaser shall cause Holdco or its Affiliates (including any Acquired Company) to, provide, or shall cause to be provided, to each Transferred Employee: Employee (i) a base salary (or hourly base wage rate) that is at least equal to the base salary (or hourly base wage rate) provided to such Transferred Employee immediately prior to the Employment Commencement Closing Date, (ii) a target annual cash bonus or commission opportunity opportunity, if any, that is at least equal to the target annual cash bonus or commission opportunity provided to such Transferred Employee immediately prior to the Employment Commencement Date, Closing Date and (iii) long-term incentive opportunities that are at least equal to the long-term incentive opportunities provided to similarly situated employees of Purchaser, and (iv) employee health, welfare, retirement retirement, and fringe benefits and perquisites that are no less favorable substantially comparable in the aggregate than to the employee health, welfare, retirement retirement, and fringe benefits and perquisites provided or made available to such Transferred Employee Employees immediately prior to the Employment Commencement Closing Date; ; (b) In the event of termination of the employment of any Transferred Employee during the Continuation Period, subject to the Transferred Employee’s execution and non- revocation of a general release of claims in favor of Purchaser and its Affiliates, Holdco or its Affiliates (including any Acquired Company) shall, and Purchaser shall cause Holdco or its Affiliates (including any Acquired Company) to, provide, or shall cause to be provided, to such Transferred Employee severance pay and benefits no less favorable than the severance pay and benefits to which such Transferred Employee would have been entitled under any applicable Seller Benefit Plan or Acquired Company Benefit Plan immediately prior to the Employment Commencement Closing Date; ; (c) For purposes of vesting and eligibility, Purchaser shall, Holdco or shall cause its applicable Affiliate (including any Acquired Company) toshall use commercially reasonable efforts, and Purchaser shall use commercially reasonable efforts, to cause Holdco or its Affiliates (including any Acquired Company) to give each Transferred Employee full credit for all purposes of eligibility to participate, vesting, benefit level, and, with respect to severance and vacation benefits only, determining level of benefits (but not for benefit accrual), under (i) the Acquired Company Benefit Plans and (ii) each other employee benefit plan, policy or arrangement of Seller or its applicable Affiliates (other than a defined benefit plan) maintained or made available for the benefit of Transferred Employees as of and after the Employment Commencement Closing Date by Purchaser Holdco or any of its Affiliates, for such Transferred Employee’s service prior to the Employment Commencement Closing Date with Seller and its applicable Affiliates and their respective predecessors, to the same extent and for the same purpose as such service is recognized by Seller and its applicable Affiliates immediately prior to for employees generally following the Employment Commencement Date; provided that such credit shall not be given to the extent that it would result in a duplication of benefits for the same period of service; andClosing Date under the (d) Holdco shall use commercially reasonable efforts, and Purchaser shall use commercially reasonable efforts, or shall use commercially reasonable efforts to cause Holdco or its applicable Affiliates (including any Acquired Company) to: to (i) waive any limitation on health and or welfare coverage of such the Transferred Employees due to pre-existing conditions, waiting periods, active employment requirements requirements, and requirements to show evidence of good health under any applicable health and welfare plan of Purchaser Holdco or any of its Affiliates (including any Acquired Company) to the extent such Transferred Employees were covered under a similar benefit plan of Seller or its Controlled Affiliates immediately prior to the Closing Date and (ii) credit each such Transferred Employee with all deductible deductibles, co-payments, co-payments insurance and coout-insurance of-pocket expenses paid by such employee under any medical health or welfare benefit plan of Seller or any of its Controlled Affiliates prior to the Employment Commencement Closing Date during the year in which the Employment Commencement Closing Date occurs for the purpose of determining the extent to which any such employee has satisfied any applicable deductible and whether such employee has reached the out-of-pocket maximum under any benefit plan of Purchaser Holdco or any of its Affiliates (including any Acquired Company) for such year.

Continuation Period. Subject, and in addition, to requirements imposed by applicable Legal RequirementsApplicable Laws: (a) For the period commencing on the Employment Commencement Closing Date and ending on (i) the one-year twelve (12)-month anniversary of the Employment Commencement Closing Date (the “Continuation Period”), Purchaser the Company Group shall provide, or shall cause to be provided, to each Transferred Employee: Employee (iA) a base salary (or hourly base wage rate) that is at least equal to no less favorable than the base salary (or hourly base wage rate) provided to such Transferred Employee immediately prior to the Employment Commencement Closing Date, (ii) a target annual cash bonus or commission opportunity that is at least equal to the target annual cash bonus or commission opportunity provided to such Transferred Employee immediately prior to the Employment Commencement Date, (iii) long-term incentive opportunities that are at least equal to the long-term incentive opportunities provided to similarly situated employees of Purchaser, and (ivB) employee health, welfare, retirement and fringe other benefits and perquisites (excluding defined benefit pension, supplemental pension, retiree medical, severance, long-term incentives, equity or equity-based incentives or any transaction bonus, retention or other one-time payments or benefits) that are no less favorable substantially comparable in the aggregate than the to such employee health, welfare, retirement and fringe other benefits and perquisites provided or made available to such Transferred Employee immediately prior to the Employment Commencement Closing Date and (ii) December 31, 2025, the Company Group shall provide, or shall cause to be provided, to each Transferred Employee (A) target annual cash incentive and commission opportunities that are no less favorable than the target annual cash incentive and commission incentive opportunities provided to such Transferred Employee immediately prior to the Closing Date;, and (B) long-term incentive opportunities that are no less favorable than the long-term incentive opportunities provided to such Transferred Employee immediately prior to the Closing Date. (b) In the event of termination of the employment of any Transferred Employee during the Continuation Period, Purchaser the Company Group shall provide, or shall cause to be provided, to such Transferred Employee notice (or pay in lieu of notice), severance pay and benefits no less favorable than the notice (or pay in lieu of notice), severance pay and benefits to which such Transferred Employee would have been entitled under any applicable Seller Benefit Plan or Acquired Company Benefit Plan immediately prior to the Employment Commencement Date; (cClosing Date that is set forth on Section 7.05(b) For purposes of vesting and eligibility, Purchaser the Company Disclosure Schedule or any greater amount that is required to be provided under applicable statutory or common law. The Company shall, or shall cause its applicable Affiliate (including any Acquired Company) to, give each Transferred Employee full credit for all purposes (i) under each employee Company Benefit Plan and each other benefit plan, policy program, agreement or arrangement of Seller applicable following the Closing, (ii) with respect to holidays, sick days, vacation, notice pay, severance, termination payments or its applicable Affiliates (other than a defined benefit plan) maintained or made available for the benefit of Transferred Employees statutory benefits required by Applicable Law as of and after the Employment Commencement Closing Date by Purchaser Company or any of its Affiliates, for such Transferred Employee’s service prior to the Employment Commencement Closing Date with Seller Indigo and its applicable Affiliates and their respective predecessors, to the same extent and for the same purpose as such service is recognized by Seller Indigo and its applicable Affiliates immediately prior to the Employment Commencement Closing Date; provided that such credit shall not be given to the extent that it would result in a duplication of benefits for the same period of service; and. (dc) Purchaser shall use commercially reasonable effortsThe Company shall, or shall use commercially reasonable efforts to cause its applicable Affiliates (including any Acquired Company) to, use reasonable best efforts to: (i) waive any limitation on health and welfare coverage of such Transferred Employees due to pre-existing conditions, waiting periods, active employment requirements and requirements to show evidence of good health under any applicable health and welfare plan of Purchaser the Company or any of its Affiliates (including any Acquired Company) Affiliates; and (ii) credit each such Transferred Employee with all deductible payments, co-payments and co-insurance paid by such employee under any medical plan of Seller Indigo or any of its Affiliates (including, prior to the Employment Commencement Closing, the Company Group) prior to the Closing Date during the year in which the Employment Commencement Closing Date occurs for the purpose of determining the extent to which any such employee has satisfied any applicable deductible and whether such employee or has reached the out-of-pocket maximum under any benefit plan of Purchaser the Company or any of its Affiliates for such year.

Continuation Period. Subject, and in addition, Subject to requirements imposed by any applicable Legal RequirementsRequirements or Contract, including any collective bargaining agreements and any other labor-related agreements with any labor or trade union, works council, employee representative or association or other labor organization that applies to any Transferred Employee (each, a “Collective Bargaining Agreement”), in which case Purchaser and its Affiliates shall abide by and provide the terms and conditions provided for in any such agreement: (a) For the period commencing on the Employment Commencement Closing Date and ending on the one-year first (1st) anniversary of the Employment Commencement Date Closing Date, or for such shorter period of employment, as the case may be (the “Continuation Period”), Purchaser shall provide, or shall cause to be provided, to each Transferred Employee: Employee (i) a base salary (or hourly base wage rate) that is at least equal to the base salary (or hourly base wage rate) provided to such Transferred Employee immediately prior to the Employment Commencement Closing Date, (ii) employee health and welfare benefits that are substantially comparable in the aggregate to the employee health and welfare benefits provided to such Transferred Employee immediately prior to the Closing Date and (iii) for the fiscal year during which the Closing occurs, the opportunity to earn a target annual cash bonus or commission incentive opportunity that is at least equal to the target annual cash bonus or commission incentive opportunity provided to such Transferred Employee immediately prior to the Employment Commencement Closing Date. Notwithstanding the generality of the foregoing, (iii) long-term incentive opportunities that are at least equal to the long-term incentive opportunities provided to similarly situated employees of Purchaser, and (iv) employee health, welfare, retirement and fringe benefits and perquisites that are no less favorable in the aggregate than the employee health, welfare, retirement and fringe benefits and perquisites provided or made available to such Transferred Employee immediately prior to the Employment Commencement Date; (b) In the event of termination of the employment of any Transferred Employee during the Continuation Period, Purchaser shall provide, or shall cause to be provided, to such Transferred Employee severance pay and benefits no less favorable than the severance pay and benefits to which such Transferred Employee would have been entitled under any applicable Seller Benefit Plan or Acquired Company Benefit Plan providing for severance pay and benefits immediately prior to the Employment Commencement Closing Date; (cb) For purposes of vesting and eligibility, Purchaser shall, or shall cause its applicable Affiliate (including any Acquired Company) to, use commercially reasonable efforts to give each Transferred Employee full credit for all purposes under (i) any Acquired Company Benefit Plans and (ii) each other employee benefit plan, policy or arrangement of Seller or its applicable Affiliates (other than a defined benefit plan) maintained or made available for the benefit of Transferred Employees as of and after the Employment Commencement Closing Date by Purchaser or any of its Affiliates, for such Transferred Employee’s service prior to the Employment Commencement Closing Date with Seller and its applicable Controlled Affiliates and their respective predecessors, to the same extent and for the same purpose as such service is recognized by Seller and its applicable Controlled Affiliates immediately prior to the Employment Commencement DateClosing Date under the Acquired Company Benefit Plan and an analogous Seller Benefit Plan; provided that such credit shall not be given to the extent that it would result in a duplication of benefits or retroactive contributions for the same period of service; and (d) Purchaser shall use commercially reasonable effortsshall, or shall use commercially reasonable efforts to cause its applicable Affiliates (including any Acquired Company) to use commercially reasonable efforts to: , (i) waive any limitation on health and welfare coverage of such Transferred Employees due to pre-existing conditions, waiting periods, active employment requirements requirements, and requirements to show evidence of good health under any applicable health and welfare plan of Purchaser or any of its Affiliates (including any Acquired Company) to the extent such Transferred Employees were covered under a similar benefit plan of Seller or any of its Controlled Affiliates immediately prior to the Closing Date (or, as applicable, immediately prior to the end of the applicable Service Term (as defined in the TSA)) and (ii) credit each such Transferred Employee with all deductible payments, co-payments and co-insurance paid by such employee under any medical plan of Seller or any of its Controlled Affiliates prior to the Employment Commencement Closing Date during the year in which the Employment Commencement Closing Date occurs (or, as applicable, immediately prior to the end of the applicable Service Term during the year in which such Service Term ends) for the purpose of determining the extent to which any such employee has satisfied any applicable deductible and whether such employee has reached the out-of-pocket maximum under any benefit plan of Purchaser or any of its Affiliates for such year.