Common use of Continuing Employees Clause in Contracts

Continuing Employees. (a) From and after the Closing Date, Parent shall, or shall cause the Surviving Corporation to, provide benefits to continuing employees of the Company and its Subsidiaries ("CONTINUING EMPLOYEES") that, in the aggregate, are no less favorable than the benefits such Continuing Employees were entitled to immediately prior to the Effective Time. Notwithstanding the foregoing, nothing in this Section 4.16 shall require (i) the continuation of any benefit plan of any variety or prevent the amendment or termination thereof (subject to the provision, in the aggregate, of the benefits as provided in the preceding sentence) or (ii) Parent or the Surviving Corporation to continue or maintain the employment of any Continuing Employee. (b) With respect to any benefits plans of Parent or its subsidiaries in which the Continuing Employees participate after the Closing Date, Parent shall, or shall cause the Surviving Corporation to: (i) waive any limitations to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare benefit plan, as defined in Section 3(1) of ERISA, in which such employees may be eligible to participate after the Closing Date (provided, however, that no such waiver shall apply to a pre-existing condition of any Continuing Employee who was, as of the Closing Date, excluded from participation in a Company benefit plan by nature of such pre-existing condition), (ii) provide each Continuing Employee with credit for any co-payments and deductibles paid prior to the Closing Date in satisfying any applicable deductible or out-of-pocket requirements under any welfare benefit plan in which such employees may be eligible to participate after the Closing Date, and (iii) recognize all service of the Continuing Employees with the Company for all welfare benefit purposes, except (i) for those benefit plans of Parent for which the Company Employees were ineligible to participate or for which there are no comparable plans at the Company and (ii) to the extent such treatment would result in duplicative accrual on or after the Closing Date of benefits for the same period of service.

Continuing Employees. (a) From and after For a period of one (1) year following the Closing DateEffective Time, Parent shall, or shall cause the Surviving Corporation to, provide benefits to continuing employees of the Company and its Subsidiaries ("CONTINUING EMPLOYEESContinuing Employees") that, in the aggregate, are no less favorable than the benefits such Continuing Employees were entitled provided, in the aggregate, to immediately prior to the Effective Timesimilarly situated employees of Parent. Notwithstanding the foregoing, nothing in this Section 4.16 6.17 shall require (i) the continuation of any benefit plan of any variety or prevent the amendment or termination thereof (subject to the provision, in the aggregate, of the benefits as provided in the preceding sentence) or (ii) Parent or the Surviving Corporation to continue or maintain the employment of any Continuing Employee. (b) With respect to any benefits plans of Parent or its subsidiaries Subsidiaries in which the Continuing Employees participate after the Closing DateEffective Time, Parent shall, or shall cause the Surviving Corporation to, use reasonable efforts to: (i) waive any 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 benefit plan, as defined in Section 3(1) of ERISA, plan in which such employees may be eligible to participate after the Closing Date Effective Time (provided, however, that no such waiver shall apply to a pre-existing condition of any Continuing Employee who was, as of the Closing DateEffective Time, excluded from participation in a Company benefit plan by nature of such pre-existing condition), (ii) provide each Continuing Employee with credit for any co-payments and deductibles paid prior to the Closing Date Effective Time during the year in which the Effective Time occurs in satisfying any applicable deductible or out-of-pocket requirements under any welfare benefit plan in which such employees may be eligible to participate after the Closing DateEffective Time, and (iii) recognize all service of the Continuing Employees with the Company for all welfare purposes (including without limitation purposes of eligibility to participate, vesting credit, entitlement for benefits, and benefit purposesaccrual) in any benefit plan in which such employees may be eligible to participate after the Effective Time, except (i) for those benefit plans of Parent for which the Company Employees were ineligible to participate or for which there are no comparable plans at the Company and (ii) to the extent such treatment would result in duplicative accrual on or after the Closing Date of benefits for the same period of service. For one (1) year from the Effective Time, Parent either shall (i) cause the Company's health and dental insurance plan to remain in effect in substantially its form as of the Effective Time (which maintenance shall be deemed to satisfy Parent's obligation pursuant to the preceding sentence with respect to benefits of the character covered by such plan) or (ii) hold each Continuing Employee covered by such plan as of the Effective Time harmless against any increase in standard monthly premium expenses for family, dependent or employee coverage (as applicable immediately prior to the Effective Time) incurred by such Continuing Employee on account of Parent's substitution of a different plan providing benefits of substantially the same character. (c) Except (i) for cause or (ii) upon the approval of a majority of the members of a committee of Parent's Board of Directors comprised of the three Company representatives named in Section 6.16 above and two other members of Parent's Board of Directors designated by its Chairman, Parent shall not terminate the employment of any Continuing Employee listed on Section 6.17 of the Company Disclosure Schedule prior to the corresponding date specified adjacent to such Continuing Employee's name thereon. In the event that one of the Company representatives is unable to serve, the two remaining Company representatives may either (a) choose the fifth member of the committee from Parent's Board of Directors, or (b) reduce the size of the committee to three members, comprised of the two remaining Company representatives and one other member of Parent's Board of Directors designated by its Chairman.

Continuing Employees. (a) From and Except as set forth on Schedule 5.10(a) of the Disclosure Schedule with respect to any such benefits or policies, plans, arrangements, programs, practices, or agreements that constitute Plans maintained by the Scout Group, which will continue following the Closing: (A) no Continuing Employee shall accrue benefits under, or otherwise participate in, any employee benefit policies, plans, arrangements, programs, practices, or agreements of the Seller or any of its Affiliates (including the Plans) after the Closing Date, Parent shall, or Closing; and (B) the Purchaser shall cause the Surviving Corporation to, provide be responsible for providing all employee benefits to continuing employees of the Company and its Subsidiaries ("CONTINUING EMPLOYEES") that, in the aggregate, are no less favorable than the benefits such Continuing Employees were entitled for and with respect to immediately prior all periods during which they are actually employed after the Closing. Notwithstanding anything to the Effective Time. Notwithstanding contrary contained herein, the foregoingSeller and the Seller Plans shall be solely responsible (and neither Purchaser, nothing in this Section 4.16 Scout nor any of its or their Affiliates shall require have any responsibility) for any claims for benefits that were incurred (ior attributable to events occurring) before the continuation of any benefit plan of any variety Closing, whether or prevent not such claims are filed after the amendment or termination thereof (subject to the provision, in the aggregate, of the benefits as provided in the preceding sentence) or (ii) Parent or the Surviving Corporation to continue or maintain the employment of any Continuing EmployeeClosing. (b) With respect to any benefits plans For a period of Parent or its subsidiaries in which one year following the Continuing Employees participate after Closing, the Closing Date, Parent shall, or Purchaser shall cause the Surviving Corporation to: applicable Scout Group Member to (and, as applicable, the Purchaser shall): (i) waive any limitations to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare benefit plan, as defined in Section 3(1) of ERISA, in which such employees may be eligible to participate after the Closing Date (provided, however, that no such waiver shall apply to a pre-existing condition of any Continuing Employee who was, as of the Closing Date, excluded from participation in a Company benefit plan by nature of such pre-existing condition), (ii) provide each Continuing Employee with credit for any co-payments with: (A) salary, bonus opportunities, and deductibles paid severance benefits that are no less favorable in the aggregate than those provided to such Continuing Employee immediately prior to the Closing Date in satisfying any applicable deductible or out-of-pocket requirements under any welfare benefit plan in which Closing, it being acknowledged and agreed that, notwithstanding the foregoing, the bonus opportunities of the Scout Group’s portfolio managers may vary based on the performance of their respective strategies during such employees may be eligible to participate after the Closing Date, one year period; and (iiiB) substantially the same retirement and welfare benefits (not described in (A) above) that the Purchaser offers to its own employees who are similarly situated to such Continuing Employee, as set forth on Section 5.10(b) of the Disclosure Schedule; and (ii) recognize for all purposes under all applicable benefit plans and compensation plans and programs all service of the Continuing Employees with the Company Scout Group Members, as applicable, as if such service were with the Purchaser. Notwithstanding the foregoing and: (A) unless a Continuing Employee is employed pursuant to an employment agreement for a fixed term; (B) subject to applicable Law; and (C) subject to Section 5.10(d) below: (x) all welfare benefit purposesContinuing Employees may be employed on an at-will basis; and (y) the Purchaser and the Scout Group shall be able to terminate a Continuing Employee at any time for any reason or no reason. (c) The Purchaser shall (and, as applicable, shall cause the Scout Group to) offer employment to any Person who has the right (or would have the right) pursuant to the provisions of the Federal Leave Acts (and any similar federal, state, or local Law) to return to the employment of Scout and/or Scout Distributors, following the Closing, consistent with the requirements of the Federal Leave Acts and any other applicable Law. (d) The Purchaser shall (and, as applicable, shall cause the Scout Group to) retain its Continuing Employees for such period as may be necessary, when considered together with any employees discharged by Scout and/or Scout Distributors, prior to the Closing, to avoid, with respect to any facility operated by Scout, Scout Distributors, or the Business: a “plant closing,” “mass layoff,” “layoff,” “relocation” or “termination” of “employees” (as those terms are defined in WARN); or any Liability to the Seller under any applicable Law which could arise from any actual or anticipated termination of employees by the Purchaser or the Scout Group after the Closing. (e) The Purchaser shall have sole Liability for any severance payments and/or similar obligations that are or may become owed or payable to any employee of Scout and/or Scout Distributors who the Purchaser does not offer employment (or continued employment) with the Purchaser, any of its Affiliates and/or the Scout Group as of, and after, the Closing Date in accordance with this Section 5.10 (including, for the avoidance of doubt, any employee of either Scout Group Member who is an employee of such Scout Group Member as of the date of this Agreement and who is terminated prior to the Closing Date with the prior written consent of the Purchaser, which such consent shall not be unreasonably withheld, conditioned, or delayed), and neither the Seller nor any of its Affiliates shall have any Liability for any such payments or similar obligations. The Seller shall have sole Liability for any severance payments and/or similar obligations that are or may become owed or payable to any employee of either Scout Group Member who is hired by such Scout Group Member following the date hereof and prior to the Closing without the written consent of the Purchaser and whose employment is lawfully terminated by the Purchaser or such Scout Group Member prior to the first anniversary of the Closing Date. (f) Without limiting Section 5.10(e) above, from and after the Closing Date, the Purchaser shall cause the Scout Group to perform all payment and other obligations of each Scout Group Member under all Contracts with the Continuing Employees that do not terminate upon the Closing, including employment, severance payment and other similar Contracts, including the Contracts listed on Schedule 5.10(f) of the Disclosure Schedule, and, for the avoidance of doubt, except as expressly provided herein, neither the Seller nor any of its Affiliates shall have any Liability for any such payments or other obligations. Effective as of the Closing Date, the Purchaser shall have in effect a defined contribution plan that includes a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code that will accept the direct rollover of “eligible rollover” distributions (as that term is defined under Section 401(a)(31) of the Code) (including loan promissory notes) from the Seller’s 401(k) Plan with respect to account balances of Continuing Employees. For the avoidance of doubt and notwithstanding anything to the contrary contained herein, the Seller shall pay or cause each Scout Group Member to pay any and all compensation (including salary, bonuses and employee benefits) earned by Continuing Employees for any period ending on or prior to the Closing and neither Purchaser nor any of its Affiliates shall have any liability or responsibility for making any such payments, it being acknowledged and agreed that certain of such payments will be made following the Closing (including in accordance with clause (g) below, the Benefits Side Letter and the Employees Side Letter). (g) Notwithstanding anything to the contrary contained herein, (i) for those benefit plans prior to the Closing, Seller shall terminate or cause Scout to terminate the Scout LTIP and, at or as soon as practicable (but not more than five Business Days) after the Closing, Seller shall pay any and all participant account balances and/or other amounts payable to participants under said plan (whether or not previously vested) in full and final satisfaction of Parent for which the Company Employees were ineligible such participants’ rights and interest under and with respect to participate or for which there are no comparable plans at the Company and such plan, (ii) Seller shall have the sole obligation to maintain the account balances of, and make payments to, any Continuing Employees participating in the UMB Financial Corporation Deferred Compensation Plan, which payments shall be made in accordance with the terms of said plan, and (iii) Seller shall have sole responsibility for paying employees/participants of any Scout Group Member in any other Nonqualified Deferred Compensation Plan any amounts due or owing or to become due and owing to such employee/participants under any such other plans. Following the Closing, Scout will provide Seller with employee termination information and such other information as the Seller may reasonably request to enable the Seller to satisfy its payment obligations to Continuing Employees under any Nonqualified Deferred Compensation Plan, including, without limitation, the UMB Financial Corporation Deferred Compensation Plan. (h) Notwithstanding the foregoing or any contrary provision contained in this Agreement, nothing in this Section 5.10 shall confer any rights or remedies upon any employee or former employee of Scout, Scout Distributors, any Continuing Employee, or upon any other Person other than the parties hereto and their respective successors and assigns, and no provision of this Section 5.10 is intended to amend, or to be an amendment to, any of the Plans. (i) Between the date of this Agreement and the Closing (or until the earlier termination of this Agreement in accordance with Article IX), the Seller shall, and shall cause the Scout Group and each of its other Affiliates to, use commercially reasonable efforts to lawfully enforce and prosecute all material terms of each employment agreement or similar agreement with employees of Scout or Scout Distributors, including any Key Employee Agreements then in effect, including all material terms relating to post-employment restrictive covenants. (j) To the extent such treatment any of the Retention Arrangements would expire solely as a result in duplicative accrual on or after of the passage of time between the date hereof and the Closing Date Date, the Seller shall waive any such expiration until the earlier of the Closing or the termination of this Agreement in accordance with its terms. (k) The Seller acknowledges and agrees that, effective as of the Closing, the Seller intends for each of the Purchaser and each Scout Group Member to be a third party beneficiary to each of the Contracts set forth on Schedule 3.17(j) of the Disclosure Schedule, with all of the Seller’s rights and benefits for the same period thereunder and rights of serviceenforcement attendant thereto.

Continuing Employees. (ai) From and after Following the Closing, Parent will give each employee who shall have been an employee of the Company or its Subsidiaries immediately prior to the Closing Dateand who becomes an employee of Parent or its Affiliates (the “Continuing Employees”) full credit for service with the Company to the extent required by applicable Law. Effective as of the Closing and thereafter, Parent shall, or and shall cause the Surviving Corporation toCompany and Affiliates of Parent to (x) use commercially reasonable efforts to cause any pre-existing condition limitations, provide benefits to continuing employees eligibility waiting periods or evidence of insurability requirements under any health plan of the Company Company, Parent or an Affiliate of Parent extended to the Current Employees after the Closing to be waived with respect to the Current Employees and its Subsidiaries ("CONTINUING EMPLOYEES") that, their eligible dependents to the extent such limitations or requirements had been satisfied or do not apply under an analogous compensation and benefit plan in the aggregate, are no less favorable than the benefits which such Continuing Current Employees were entitled to participated immediately prior to the Effective Time. Notwithstanding the foregoing, nothing in this Section 4.16 shall require (i) the continuation of any benefit plan of any variety or prevent the amendment or termination thereof (subject to the provision, in the aggregate, of the benefits as provided in the preceding sentence) or (ii) Parent or the Surviving Corporation to continue or maintain the employment of any Continuing Employee. (b) With respect to any benefits plans of Parent or its subsidiaries in which the Continuing Employees participate after the Closing Date, Parent shall, or shall cause the Surviving Corporation to: (i) waive any limitations to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare benefit plan, as defined in Section 3(1) of ERISA, in which such employees may be eligible to participate after the Closing Date (provided, however, that no such waiver shall apply to a pre-existing condition of any Continuing Employee who was, as of the Closing Date, excluded from participation in a Company benefit plan by nature of such pre-existing condition)Closing, (iiy) provide each Continuing Employee with credit recognize, for any co-payments purposes of annual deductible and deductibles paid prior to the Closing Date in satisfying any applicable deductible or out-of-pocket requirements limits under its medical, dental and vision and drug plans, deductible and out-of-pocket expenses paid or incurred by Current Employees in the calendar year in which the Closing occurs and (z) fully credit Current Employees for purposes of eligibility and vesting, and for purposes of severance, vacation and/or paid-time-off accrual, for years of service with the Company prior to the Closing to the extent that such service was recognized under the corresponding Company Plan prior to the Closing for the Current Employee’s participation in any welfare benefit plan or pension plan (intended to qualify under Section 401(a) of the Code) of Parent (each a “Parent Plan”). For the avoidance of doubt, no incentive compensation, bonus or similar plan shall constitute a Parent Plan for the purpose of subclause (z) of this Section 5.04(a)(i). (ii) Following the date of this Agreement, the Parties agree to reasonably cooperate in which such employees may be eligible all matters reasonably necessary to participate after effect the Closing Dateactions contemplated by this Section 5.04, including furnishing each other with information concerning the Current Employees, applicable compensation and benefit plans, and workers compensation, in obtaining any governmental approvals required hereunder and in addressing inquiries from the Current Employees. (iii) recognize all service On or within thirty (30) days following the Effective Time, Parent and Parent’s board of directors shall, in exchange for the Company Options held by the Continuing Employees and other service providers identified on Schedule 5.04(a)(iii) (the “Schedule 5.04(a)(iii) Recipients”) that are cancelled in accordance with Section 2.09, grant inducement awards to such Schedule 5.04(a)(iii) Recipients in the Company for all welfare benefit purposes, except (i) for those benefit plans form of options to acquire Parent Common Stock or restricted stock units to be settled in Parent Common Stock in the respective amounts shown on such Schedule 5.04(a)(iii). Parent shall take such actions and measures to ensure that such stock grants qualify as inducement grants and shall not be contingent on either there being available shares under a shareholder-approved equity plan of Parent for which the Company Employees were ineligible or approval of Parent’s stockholders. All options to participate or for which there are no comparable plans at the Company and (ii) acquire Parent Common Stock shall have an exercise price equal to the extent closing price of Parent’s Common Stock on the date of grant in accordance with Section 409A. Vesting and other principal terms of such treatment would result in duplicative accrual inducement awards are set forth on or after the Closing Date of benefits for the same period of serviceSchedule 5.04(a)(iii).

Continuing Employees. (a) From and after the Closing Date, Parent Buyer shall, or shall cause the Surviving Corporation an Affiliate of Buyer to, provide offer employment, effective on the Closing Date (or, on such date thereafter when such employee is scheduled to return to work), to all those individuals who are employed by Seller and who primarily worked for the Federal Business immediately prior to the Closing Date, including employees absent due to vacation, family leave, short-term disability or other approved leave of absence (the employees who accept such employment and commence employment on the applicable effective date referred to herein (the "Applicable Effective Date"), the "Continuing Employees"). Buyer shall maintain (or cause another Affiliate of Buyer to maintain), for a period of twelve (12) months following the Closing, for such Continuing Employees compensation and employee benefits comparable (other than with respect to continuing employees of the Company and its Subsidiaries ("CONTINUING EMPLOYEES") thatequity incentives), in the aggregate, are no less favorable than either to the compensation and employee benefits such Continuing Employees were entitled to immediately prior to the Effective Time. Notwithstanding the foregoing, nothing in this Section 4.16 shall require (i) the continuation of any benefit plan of any variety or prevent the amendment or termination thereof (subject to the provision, in the aggregate, of the benefits as provided in the preceding sentence) or (ii) Parent or the Surviving Corporation to continue or maintain the employment of any Continuing Employee. (b) With respect to any benefits plans of Parent or its subsidiaries in which the Continuing Employees participate after the Closing Date, Parent shall, or shall cause the Surviving Corporation to: (i) waive any limitations to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare benefit plan, as defined in Section 3(1) of ERISA, in which such employees may be eligible to participate after the Closing Date (provided, however, that no such waiver shall apply to a pre-existing condition of any Continuing Employee who was, receiving as of the Closing Date, excluded from participation in a Company benefit plan by nature of such pre-existing condition), (ii) provide each Continuing Employee with credit for any co-payments and deductibles paid immediately prior to the Closing Date or, at the Buyer's sole discretion, in satisfying lieu thereof, to the compensation and employee benefits provided to similarly situated employees of Buyer; provided, however, no such offer of employment to any applicable deductible employee employed in the jurisdiction identified as the "Covered Jurisdiction" on Schedule 6.4(a) (the "Covered Jurisdiction") shall become effective until Buyer has obtained official documentation, to the reasonable satisfaction of Buyer, or out-of-pocket requirements under any welfare benefit plan Seller obtains, at its expense, an opinion in writing and in form and substance reasonably satisfactory to Buyer and (a) (the "Specified Scheduled Employee") until the earlier of (x) July 13, 2012 or, if the Specified Scheduled Employee's adjustment of status application (I-485) has been approved prior to July 13, 2012, then the date that is ninety (90) days after the date such individual has become a permanent resident of the United States or (y) Buyer has extended an offer of employment to such individual; and provided, further, however, that, such employee is still employed by Seller on the date in which such employees may be eligible to participate after the Closing Date, and (iiirequirements set forth in this Section 6.4(a) recognize all service are satisfied. Nothing express or implied in this Agreement will confer upon any of the Continuing Employees with any right to employment or continued employment for any specified period by reason of this Agreement. On the Company Applicable Effective Date, the Continuing Employees shall cease participating in all Plans (without regard to whether they are material Plans), other than the Plans set forth on Schedule 6.4(a) which shall continue to provide coverage to any Continuing Employee participating in such Plan as of the Applicable Effective Date (which, for all welfare benefit purposesthe avoidance of doubt, except (ishall exclude individuals on military leave and short-term disability) for those benefit plans the duration of Parent for the calendar month in which the Company Employees were ineligible to participate or for which there are no comparable plans at the Company and (ii) to the extent such treatment would result in duplicative accrual on or after the Closing Date occurs. For the avoidance of benefits doubt, the cost of such continued coverage shall be credited to Seller in the Working Capital calculation. For the avoidance of doubt, Buyer is responsible for any severance payment owed to the same period Continuing Employees after the Applicable Effective Date resulting from the termination of serviceany Continuing Employees by Buyer."

Continuing Employees. (ai) From and after During the Closing Dateone (1)-year period commencing at the Effective Time or such shorter period as the applicable employee may be employed, Parent shall, shall provide or shall cause the Surviving Corporation to, to provide benefits to continuing employees each person who is an employee of the Company and or any of its Subsidiaries immediately prior to the Effective Time and who continues as an employee of the Surviving Corporation or any of its affiliates ("CONTINUING EMPLOYEES"each, a “Company Employee”) thata base salary or wage rate and annual cash bonus opportunity at least equal to the Company Employee’s base salary or wage rate and annual bonus opportunity in effect as of immediately prior to the Effective Time and benefits (other than with respect to equity or equity based-awards) that are, in the aggregate, are substantially no less favorable than the benefits such Continuing Employees were entitled to those in effect immediately prior to the Effective Time. Notwithstanding the foregoing, nothing in this Section 4.16 shall require (i) the continuation of any benefit plan of any variety or prevent the amendment or termination thereof (subject to the provision, in the aggregate, of the benefits as provided in the preceding sentence) or . (ii) Parent or For purposes of eligibility and vesting under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, the Surviving Corporation to continue or maintain the employment of any Continuing Employee. (b) With respect respective Subsidiary and Affiliate thereof providing benefits to any benefits plans of Parent or its subsidiaries in which the Continuing Company Employees participate after the Merger Closing Date(the “New Plans”), Parent shalland benefit accrual solely for purposes of determining accrual of vacation and severance benefits under New Plans, if applicable, each Company Employee shall be credited with his or shall cause her years of service with the Surviving Corporation toCompany (including any predecessor), the Company Subsidiaries and their respective Affiliates (and any additional service with any predecessor employer) before the Merger Closing, to the same extent as such Company Employee was entitled, before the Merger Closing, to credit for such service under any similar Company Benefit Plan. In addition, and without limiting the generality of the foregoing: (i) waive each Company Employee shall be immediately eligible to participate, without any limitations to pre-existing conditionswaiting time, exclusions in any and waiting periods with respect to participation and coverage requirements applicable all New Plans to the Continuing Employees extent coverage under any welfare benefit plan, as defined in Section 3(1) of ERISA, such New Plan replaces coverage under a comparable Company Benefit Plan in which such employees may be eligible Company Employee participated immediately before the replacement; and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to participate after the Closing Date (providedany Company Employee, however, that no such waiver Parent shall apply to a cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents to the extent such exclusions or requirements were waived or satisfied under the comparable Company Benefit Plan, and Parent shall cause any Continuing Employee who was, as eligible expenses incurred by such employee and his or her covered dependents under a Company Benefit Plan during the portion of the Closing Date, excluded from participation in a Company benefit plan by nature of such pre-existing condition), (ii) provide each Continuing Employee with credit for any co-payments and deductibles paid year prior to the Closing Date in Effective Time to be taken into account under such New Plan for purposes of satisfying any applicable deductible or all deductible, co-insurance, co-payment and maximum out-of-pocket requirements under any welfare benefit applicable to such Company Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in which accordance with such employees may be eligible to participate after the Closing Date, and New Plan. (iii) recognize all service Notwithstanding anything in this Section 6.9, the terms and conditions of employment for any Company Employees that are governed by a collective bargaining agreement immediately prior to the Merger Closing shall continue to be governed by such collective bargaining agreement as of the Continuing Employees Merger Closing until the expiration, termination or modification of such agreement in accordance with the Company for all welfare benefit purposes, except (i) for those benefit plans of Parent for which the Company Employees were ineligible to participate its terms or for which there are no comparable plans at the Company and (ii) to the extent such treatment would result in duplicative accrual on or after the Closing Date of benefits for the same period of serviceapplicable Law.

Continuing Employees. During the one year period following the Closing, Parent shall, or shall cause one of its Affiliates to provide each of the Company Employees who continue in employment with the Company and its Subsidiaries following the Closing (aeach, a “Continuing Employee”) with annual base compensation or wages, as applicable, and employee benefits (other than under any defined benefit pension plans and equity compensation plans and arrangements) that are at least as favorable, in the aggregate, to those provided by Parent and its Subsidiaries to similarly situated employees of Parent and its Subsidiaries. From and after the Closing Date, Parent shall (or shall cause one of its Affiliates to) use reasonable best efforts to provide the Continuing Employees with service credit for all purposes (other than benefit accrual under any defined benefit pension plan) under any employee benefit plan that is maintained, sponsored, contributed to or required to be contributed to or entered into by Parent or any of its Affiliates for the benefit of any current or former employee, officer or other service provider of Parent or any of its Affiliates to the same extent as such Continuing Employee was entitled to service credit under any equivalent Employee Plan in which such Continuing Employee participated immediately prior to the Closing Date. Parent shall use reasonable best efforts to ensure that any employee benefit plans sponsored by Parent shall not deny Continuing Employees (or their eligible dependents) who participate in such employee benefit plans coverage on the basis of a pre-existing condition or actively-at-work requirement (except to the extent such pre-existing condition or actively-at-work requirement applied under a similar Employee Plan immediately prior to such Continuing Employee’s (or eligible dependents’) eligibility for such employee benefit plan), and shall use reasonable best efforts to cause the employee benefit plans sponsored by Parent to credit Continuing Employees (and their eligible dependents) for any deductibles, co-payments and out-of-pocket expenses paid in the plan year in which the Closing occurs prior to the Closing, to the same extent such credit was given for the current plan year, under a similar Employee Plan. Following the Effective Time, Parent shall, or and shall cause the Surviving Corporation to, provide benefits to continuing employees of honor all Employee Plans and each written Contract set forth on Schedule 4.10(a) between the Company or any of its Subsidiaries, on the one hand, and its Subsidiaries ("CONTINUING EMPLOYEES") thatany Continuing Employees, on the other hand, in the aggregate, are no less favorable than the benefits such Continuing Employees were entitled to immediately prior accordance with their respective terms. The provisions of this Section 7.11(b) shall not apply to the Effective Timeextent that application would result in a duplication of benefits. Notwithstanding the foregoing, nothing in this Section 4.16 shall require Agreement (i) shall require Parent, the continuation Surviving Corporation or any of their Subsidiaries to continue to employ any benefit plan of any variety or prevent the amendment or termination thereof (subject to the provision, in the aggregate, of the benefits as provided in the preceding sentence) particular Company Employee or (ii) Parent or shall be construed to prohibit Parent, the Surviving Corporation to continue or maintain any of their Subsidiaries from amending or terminating any employee benefit plan of the employment of any Continuing Employee. (b) With respect to any benefits plans of Parent or its subsidiaries in which Parent, the Continuing Employees participate after the Closing Date, Parent shallCompany, or shall cause the Surviving Corporation to: (i) waive any limitations to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare benefit plan, as defined in Section 3(1) of ERISA, in which such employees may be eligible to participate after the Closing Date (provided, however, that no such waiver shall apply to a pre-existing condition of any Continuing Employee who was, as of the Closing Date, excluded from participation in a Company benefit plan by nature of such pre-existing condition), (ii) provide each Continuing Employee with credit for any co-payments and deductibles paid prior to the Closing Date in satisfying any applicable deductible or out-of-pocket requirements under any welfare benefit plan in which such employees may be eligible to participate after the Closing Date, and (iii) recognize all service of the Continuing Employees with the Company for all welfare benefit purposes, except (i) for those benefit plans of Parent for which the Company Employees were ineligible to participate or for which there are no comparable plans at the Company and (ii) to the extent such treatment would result in duplicative accrual on or after the Closing Date of benefits for the same period of servicetheir respective Subsidiaries.

Continuing Employees. (a) From and after For a period of at least one (1) year following the Closing Date, Parent shallBuyer shall provide, or shall cause the Surviving Corporation toCompany to provide, provide benefits to continuing the Continuing Employees (so long as they are employees) compensation that is, in the aggregate, at least as favorable to such employees of as the compensation the Company provided to such employees immediately prior to the Closing (including bonuses, commissions and/or other incentive opportunities at their respective target opportunity levels, but excluding (i) all items of equity compensation and related plans or programs and (ii) with respect to ▇▇▇▇ ▇▇▇▇, the life insurance policy maintained for him by the Company). (b) For a period of at least one (1) year following the Closing Date, Buyer shall provide, or shall cause the Company to provide, to the extent possible within Buyer’s current plans available through its Subsidiaries carriers, to the Continuing Employees ("CONTINUING EMPLOYEES"so long as they are employees) employee benefits that, in the aggregate, are no less at least as favorable than to such employees and their dependents as the benefits the Company provided to such Continuing Employees were entitled to employees and their dependents immediately prior to the Effective TimeClosing. Notwithstanding the foregoing, nothing in this Section 4.16 shall require (i) the continuation of any benefit plan of any variety or prevent the amendment or termination thereof (subject to the provision, in the aggregate, of the benefits as provided in the preceding sentence) or (ii) Parent or the Surviving Corporation to continue or maintain the employment of any Continuing Employee. (b) With respect to any benefits plans of Parent or its subsidiaries in which the Continuing Employees shall receive credit for the purposes of eligibility to participate after the Closing Date, Parent shall, or shall cause the Surviving Corporation to: and vesting (ibut not for benefit accruals) waive any limitations to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare benefit plan, plan or other program maintained by the Company as defined in Section 3(1) of ERISA, in which such employees may be eligible to participate after the Closing Date (for service accrued or deemed accrued prior to the Closing with the Company; provided, however, that no such waiver crediting of service shall apply not operate to a duplicate any benefit or the funding of any such benefit. In addition, Buyer shall waive, or cause to be waived, any limitations on benefits relating to any pre-existing condition of any Continuing Employee who was, as of the Closing Date, excluded from participation in a Company benefit plan by nature of such pre-existing condition), (ii) provide each Continuing Employee with credit for any co-payments and deductibles paid prior conditions to the Closing Date in satisfying same extent such limitations are waived under any applicable comparable plan of Buyer or its Subsidiaries and recognize, for purposes of annual deductible or and out-of-pocket requirements limits under any welfare benefit plan its medical and dental plans, deductible and out-of-pocket expenses paid by the Continuing Employees (effective with their coverage date under Buyer’s plans) in the calendar year in which such employees may be eligible to participate after the Closing Dateoccurs. (c) Nothing contained in this Section 9.6 (i) shall alter or limit Buyer or the Company’s ability to amend, and modify or terminate any particular benefit plan, program, agreement or arrangement, (ii) is intended to confer upon any current or former employee of the Company any right to employment or continued employment for any period of time by reason of this Agreement, or (iii) recognize all service is intended to confer upon any individual (including employees, retirees, or dependents or beneficiaries of the Continuing Employees with the Company for all welfare benefit purposes, except (iemployees or retirees) for those benefit plans any right as a third-party beneficiary of Parent for which the Company Employees were ineligible to participate or for which there are no comparable plans at the Company and (ii) to the extent such treatment would result in duplicative accrual on or after the Closing Date of benefits for the same period of servicethis Agreement.

Continuing Employees. (a) From and after the Closing Date, Parent shall, or shall cause the Surviving Corporation to, provide benefits to continuing All employees of the Company and its Subsidiaries who shall continue in employment with the Buyer following the Closing Date ("CONTINUING EMPLOYEES"collectively, the “Continuing Employees”) that, shall participate in the aggregatehealth, welfare and other benefit programs of the Buyer that in the aggregate are no less favorable than substantially equivalent to those applicable to employees of the benefits such Continuing Employees were entitled Buyer in similar functions and positions on similar terms (it being understood that equity incentive plans are not considered employee benefits), provided, however, that nothing herein contained shall affect the ability of Buyer and Parent to immediately prior to the Effective Time. Notwithstanding the foregoingamend, nothing in this Section 4.16 shall require (i) the continuation of modify or terminate any health, welfare or other benefit plan of any variety or prevent so long as the amendment or termination thereof (subject to the provision, in the aggregate, of the benefits as provided in the preceding sentence) or (ii) Parent or the Surviving Corporation to continue or maintain the employment of any Continuing Employee. (b) With respect to any benefits plans of Parent or its subsidiaries in which resulting changes affect all employees and not just the Continuing Employees participate after Employees. The Buyer and the Closing Date, Parent shall, or shall cause the Surviving Corporation to: (i) waive any limitations to pre-existing conditions, exclusions and waiting periods Company agree that where applicable with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare benefit plan, as defined in Section 3(1) including without limitation medical or dental benefit plans, of ERISAthe Buyer, in which such employees may be eligible the Buyer shall use commercially reasonable efforts to participate after the Closing Date waive any pre-existing condition exclusion and actively-at-work requirements (provided, however, that no such waiver shall apply to a pre-existing condition of any Continuing Employee who was, as of the Closing Date, excluded from participation in a plan maintained by the Company benefit plan by nature virtue of such pre-existing condition)) and similar limitations, (ii) eligibility waiting periods and evidence of insurability requirements under any of the group health plans of the Buyer. The Buyer shall provide each Continuing Employee with credit for that any co-payments and deductibles paid prior to covered expenses incurred on or before the Closing Date in by the Continuing Employees or such employees’ covered dependents shall be taken into account for purposes of satisfying any applicable deductible or deductible, coinsurance and maximum out-of-pocket requirements under any welfare benefit plan in which such employees may be eligible to participate provisions after the Closing Date, and (iii) recognize all service Date to the same extent as such expenses are taken into account for the benefit of similarly situated employees of the Buyer. Service of the Continuing Employees with the Company will be credited for all welfare benefit purposes, except (i) for those benefit plans purposes of Parent for which the Company Employees were ineligible determining eligibility to participate or for which there are no comparable plans at and vesting purposes in the Company health, welfare and (ii) other benefit programs of Buyer to the extent such treatment would service was recognized under similar health, welfare and other benefit programs of the Company in which such Continuing Employees participated in prior to the Closing, provided, however, that in no event shall such crediting of service result in duplicative accrual on or after the Closing Date duplication of benefits for the same period of servicebenefits.

Continuing Employees. For a period of twelve (a12) From and after months following the Closing DateEffective Time, Parent shalleach employee of the Company or any Subsidiary of the Company as of the Effective Time who remains employed by Parent, or shall cause the Surviving Corporation toor their respective Subsidiaries or affiliates after the Effective Time (each, provide benefits to continuing employees of the Company and its Subsidiaries a “Continuing Employee”) shall be provided with compensation ("CONTINUING EMPLOYEES"other than equity-based compensation) that, in the aggregate, are that is no less favorable in the aggregate than the benefits compensation (other than equity-based compensation) which such Continuing Employees were entitled to employee received from the Company or the Subsidiary of the Company, as applicable, immediately prior to the Effective Time. Notwithstanding For a period of twelve (12) months following the foregoingEffective Time, each Continuing Employee shall either be provided with employee benefits that are no less favorable in the aggregate than the employee benefits which such employee received from the Company or the Subsidiary of the Company, as applicable, as of immediately prior to the Effective Time or, in the discretion of Parent, be provided with substantially similar employee benefits as those provided to a similarly situated employee of Parent. Prior to the Effective Time, the Company and any Subsidiary of the Company shall use commercially reasonable efforts to facilitate communications between Parent (or its representatives) and employees of the Company or any Subsidiary of the Company about the transactions contemplated by this Agreement and the terms of their employment (including compensation and benefits) following the Effective Time. This Section 6.13 shall be binding upon and inure solely to the benefit of each of the parties to this Agreement, and nothing in this Section 4.16 6.13, express or implied, (a) shall require be treated as an amendment or other modification to any Company Employee Plan or other benefit plan, agreement or other arrangement, (b) shall limit the right of Parent, the Company, the Surviving Corporation or their respective Subsidiaries or affiliates, if any, to amend, terminate or otherwise modify any Company Employee Plan or other benefit plan, agreement or other arrangement following the Closing, or (c) shall create any third party beneficiary or other right (i) the continuation of in any benefit plan of other Person, including, without limitation, any variety Employee or prevent the amendment current or termination thereof (subject to the provisionformer director, in the aggregate, consultant or independent contractor of the benefits as provided Company (or any other individual associated therewith or any union or collective bargaining representative thereof) or any participant in the preceding sentencea Company Employee Plan or other benefit plan, agreement or arrangement (or any dependent or beneficiary thereof) or (ii) Parent or to continued employment with Parent, the Company, the Surviving Corporation or their respective Subsidiaries or affiliates, if any. Nothing contained in this Agreement shall constitute or be deemed to continue or maintain the employment of any Continuing Employee. (b) With respect be an amendment to any benefits plans Company Employee Plan or any other compensation or benefit plan, program or arrangement of Parent or its subsidiaries in which the Continuing Employees participate after Parent, the Closing DateCompany, Parent shall, or shall cause the Surviving Corporation to: (i) waive any limitations to pre-existing conditionsor their respective Subsidiaries or affiliates, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare benefit plan, as defined in Section 3(1) of ERISA, in which such employees may be eligible to participate after the Closing Date (provided, however, that no such waiver shall apply to a pre-existing condition of any Continuing Employee who was, as of the Closing Date, excluded from participation in a Company benefit plan by nature of such pre-existing condition), (ii) provide each Continuing Employee with credit for any co-payments and deductibles paid prior to the Closing Date in satisfying any applicable deductible or out-of-pocket requirements under any welfare benefit plan in which such employees may be eligible to participate after the Closing Date, and (iii) recognize all service of the Continuing Employees with the Company for all welfare benefit purposes, except (i) for those benefit plans of Parent for which the Company Employees were ineligible to participate or for which there are no comparable plans at the Company and (ii) to the extent such treatment would result in duplicative accrual on or after the Closing Date of benefits for the same period of serviceif any.

Continuing Employees. (ai) From and after During the eighteen (18) month period commencing on the Closing DateDate or such shorter period as the applicable employee may be employed, Parent shall, or shall cause the Surviving Corporation to, provide benefits to continuing employees of the Company Buyer and its Subsidiaries ("CONTINUING EMPLOYEES") thatAffiliates shall provide to each Company Employee a base salary or wage rate and annual cash bonus opportunity at least equal to such Company Employee’s base salary or wage rate and annual bonus opportunity in effect as of immediately prior to the Closing and benefits that are, in the aggregate, are substantially no less favorable than the benefits such Continuing Employees were entitled to those in effect immediately prior to the Effective Time. Notwithstanding the foregoing, nothing in this Section 4.16 shall require (i) the continuation of any benefit plan of any variety or prevent the amendment or termination thereof (subject to the provision, in the aggregate, of the benefits as provided in the preceding sentence) or Closing. (ii) Parent or For purposes of eligibility and vesting under the Surviving Corporation to continue or maintain the employment compensation and benefit plans, programs agreements and arrangements of any Continuing Employee. (b) With respect to any benefits plans of Parent Buyer or its subsidiaries Affiliates in which the Continuing Company Employees participate after the Closing Date, Parent shall, or shall cause the Surviving Corporation to: (i) waive any limitations to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare benefit plan, as defined in Section 3(1) of ERISA, in which such employees may be are eligible to participate after the Closing Date (providedthe “New Plans”), howeverand benefit accrual solely for purposes of determining accrual of vacation and severance benefits under New Plans, that no if applicable, each such waiver Company Employee shall apply be credited with his or her years of service with the Acquired Companies or any of their respective Affiliates as of the date hereof (including any predecessor) before the Closing, to the same extent as such Company Employee was entitled, before the Closing, to credit for such service under any similar Company Benefit Plan. In addition, and without limiting the generality of the foregoing: (A) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (B) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Company Employee, Buyer or its Affiliates shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such Company Employee and his or her covered dependents to the extent such exclusions or requirements were waived or satisfied under the comparable Company Benefit Plan, and Buyer or its Affiliates shall cause any Continuing eligible expenses incurred by such Company Employee who was, as and his or her covered dependents under a Company Benefit Plan during the portion of the Closing Date, excluded from participation in a Company benefit plan by nature of such pre-existing condition), (ii) provide each Continuing Employee with credit for any co-payments and deductibles paid year prior to the Closing Date in to be taken into account under such New Plan for purposes of satisfying any applicable deductible or all deductible, co-insurance, co-payment and maximum out-of-pocket requirements under any welfare benefit applicable to such Company Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in which accordance with such employees may be eligible to participate after the Closing Date, and New Plan. (iii) recognize all service Notwithstanding anything in this Section 5.10(b), the terms and conditions of the Continuing Employees with the Company employment for all welfare benefit purposes, except (i) for those benefit plans of Parent for which the any Company Employees were ineligible that are governed by a collective bargaining agreement immediately prior to participate or for which there are no comparable plans at the Company and (ii) to the extent such treatment would result in duplicative accrual on or after the Closing Date shall continue to be governed by such collective bargaining agreement as of benefits for the same period Closing until the expiration, termination or modification of servicesuch agreement in accordance with its terms or applicable Law. This Section 5.10 shall be binding upon and inure solely to the benefit of each of the parties to this Agreement, and nothing in this Section 5.10 or any other provision in this Agreement, express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 5.10 or any other provision of this Agreement or is intended to be, shall constitute or be construed as an amendment to or modification of the Company Benefit Plans or any other employee benefit plan or arrangement of Sellers, the Acquired Companies, the JV, Buyer or their respective Affiliates, unless this Agreement explicitly states that the provision “amends” such Company Benefit Plan, or any other employee benefit plans or arrangements, or limit in any way the right of Sellers, the Acquired Companies, the JV, Buyer or any of their respective Affiliates to amend, modify or terminate any Company Benefit Plan or any other employee benefit plans or arrangements. This shall not prevent the parties entitled to enforce this Agreement from enforcing any provision in this Agreement, but no other party shall be entitled to enforce any provision in this Agreement on the grounds that it is an amendment to such Company Benefit Plan or arrangement. If a party not entitled to enforce this Agreement brings a lawsuit or other action to enforce any provision in this Agreement as an amendment to such Company Benefit Plan or arrangement and that provision is construed to be such an amendment despite not being explicitly designated as one in this Agreement, that provision shall lapse retroactively as of its inception, thereby precluding it from having any amendatory effect. Nothing in this Section 5.10 or any other provision in this Agreement shall confer upon any Company Employee any right with respect to continuance of employment by Buyer or any Affiliate or limit the right of Buyer or its Affiliates to terminate the employment of any Company Employee at any time following the Closing.

Continuing Employees. All employees of the Company, other than the Signing Employees (collectively, the “Offered Employees”), will be offered continued employment on an at-will basis by or with the Purchaser or one of its Subsidiaries (including the Company) (the offering entity, the “Employer”), with (a) From base salary or base hourly rate and after the Closing Date(b) participation in cash incentive compensation programs (including commissions), Parent shall, or shall cause the Surviving Corporation to, provide benefits to continuing employees of the Company and its Subsidiaries ("CONTINUING EMPLOYEES") thatwhich, in the aggregate, are no less favorable than will be substantially similar to those of provided to similarly situated United States employees of Purchaser in similar functions and positions. The Company shall use its commercially reasonable efforts to cause all Offered Employees to accept employment with the benefits Employer prior to the Closing by executing and delivering their New Hire Documents to the Purchaser, such New Hire Documents to be effective as of the Closing. The Offered Employees who accept employment with the Employer and execute and deliver their New Hire Documents shall be referred to herein as “Continuing Employees were entitled to Employees.” Unless otherwise agreed by the Stockholder and the Purchaser, the Company shall, immediately prior to the Effective TimeClosing, terminate any Offered Employee who does not accept employment with the Employer prior to the Closing. Continuing Employees shall be eligible to participate in the health, welfare and other benefit programs of the Company (other than the 401(k) Plan, which will be the Purchaser’s plan) unless otherwise provided for in the New Hire Documents (it being understood that equity incentive plans are not considered employee benefits for this purpose). Service with the Company will be included for purposes of determining the vacation or paid-time off accrual rate. Notwithstanding the foregoing, nothing contained in this Section 4.16 6.9 shall require (i) the continuation be treated as an amendment of any benefit plan of any variety or prevent the amendment or termination thereof (subject to the provision, in the aggregate, of the benefits as provided in the preceding sentence) or (ii) Parent or the Surviving Corporation to continue or maintain the employment of any Continuing Employee. (b) With respect to any benefits plans of Parent or its subsidiaries in which the Continuing Employees participate after the Closing Date, Parent shall, or shall cause the Surviving Corporation to: (i) waive any limitations to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare particular employee benefit plan, as defined in Section 3(1) of ERISAprogram, in which such employees may be eligible to participate after the Closing Date (providedpolicy, however, that no such waiver shall apply to a pre-existing condition of any Continuing Employee who was, as of the Closing Date, excluded from participation in a Company benefit plan by nature of such pre-existing condition)agreement or arrangement, (ii) provide each give any third party, including any Offered Employee, any Continuing Employee, any former employee of the Company or any beneficiary representative thereof, any right to enforce the provisions of this Section 6.9 or (iii) operate to duplicate any benefit provided to any Continuing Employee with credit for or the funding of any co-payments and deductibles paid prior such benefit. Nothing contained in this Agreement (x) confers (or is intended to the Closing Date in satisfying confer) upon any applicable deductible Offered Employee, any Continuing Employee or out-of-pocket requirements under any welfare benefit plan in which such employees may be eligible other Person any right to participate continued employment after the Closing Dateor (y) prevents (or is intended to prevent) the Purchaser or any of its Affiliates from amending, and (iii) recognize all service of the Continuing Employees with the Company for all welfare modifying or terminating any employee benefit purposesplan, except (i) for those benefit plans of Parent for which the Company Employees were ineligible to participate program, policy, agreement or for which there are no comparable plans arrangement at the Company and (ii) to the extent such treatment would result in duplicative accrual on or after the Closing Date of benefits for the same period of serviceany time.

Continuing Employees. (a) From and after As of the Closing Date, and until December 31, 2017 (or until termination of employment, if earlier), Parent shallshall (subject to its commercially reasonable discretion) provide, or shall cause (subject to its commercially reasonable discretion) the Surviving Corporation toor one of Parent’s other Subsidiaries or Affiliates to provide, provide benefits each Continuing Employee with (i) as to continuing employees of any Continuing Employee who is not a sales employee, (A) an annual base salary or an hourly wage rate, as applicable, that is not less than that provided to such Continuing Employee by the Company immediately prior to the Closing, (B) cash incentive compensation opportunities that are not less favorable than those provided to such Continuing Employee by the Company immediately prior to the Closing, and its Subsidiaries ("CONTINUING EMPLOYEES"ii) thatemployee benefits (excluding any equity-based compensation granted to such employees prior to the Closing Date) that are not less favorable, in the aggregate, are no less favorable than the benefits those provided to such Continuing Employee by the Company as of the date hereof. Parent, the Surviving Corporation and their respective Subsidiaries and Affiliates shall treat, and shall cause each employee benefit plan, program, arrangement, agreement, policy or commitment sponsored or maintained by Parent, the Surviving Corporation or any of their respective Subsidiaries or Affiliates following the Closing and in which any Continuing Employee (or the spouse, domestic partner or any dependent of any Continuing Employee) participates or is eligible to participate (each, a “Parent Benefit Plan”) to treat, for all purposes (including eligibility to participate, vesting and level and accrual of benefits, other than accrual of benefits under any “defined benefit plan,” as defined in Section 3(35) of ERISA), all service with the Company (and predecessor employers to the extent that the Company or any Company Employee Plan provides past service credit) as service with Parent, the Surviving Corporation and their respective Subsidiaries and Affiliates. Parent, the Surviving Corporation and their respective Subsidiaries and Affiliates shall use commercially reasonable efforts to cause each Parent Benefit Plan that is a welfare benefit plan, within the meaning of Section 3(1) of ERISA, (i) to waive any and all eligibility waiting periods, actively-at-work requirements, evidence of insurability requirements and pre-existing condition limitations with respect to the Continuing Employees were entitled and their spouses, domestic partners and dependents to the extent waived, satisfied or not included under the corresponding Company Employee Plan, and (ii) to recognize for each Continuing Employee for purposes of applying annual deductible, co-payment and out-of-pocket maximums under such Parent Benefit Plan any deductible, co-payment and out-of-pocket expenses paid by the Continuing Employee and his or her spouse, domestic partner and dependents under the corresponding Company Employee Plan during the plan year of such Company Employee Plan in which occurs the later of the Closing Date and the date on which the Continuing Employee begins participating in such Company Benefit Plan. Effective as of immediately prior to the Effective Time. Notwithstanding Closing, the foregoing, nothing in this Section 4.16 Company shall require (i) the continuation of any benefit plan of any variety or prevent the amendment or termination thereof (subject to the provision, in the aggregate, of the benefits as provided in the preceding sentence) or (ii) Parent or the Surviving Corporation to continue or maintain terminate the employment of any each employee of the Company who will not be a Continuing Employee. (b) With respect This Section 6.15 shall be binding upon and inure solely to the benefit of each of the parties to this Agreement, and nothing in this Section 6.15, express or implied, shall confer upon any benefits plans other Person, including any Continuing Employee, any rights or remedies of Parent any nature whatsoever under or its subsidiaries by reason of this Section 6.15. Nothing contained herein, express or implied, shall be construed to establish, amend or modify any Company Employee Plan or any other plan, program, arrangement, agreement, policy or commitment. The parties hereto acknowledge and agree that the terms set forth in which this Section 6.15 shall not create any right in any Continuing Employee or any other Person to continued employment with the Continuing Employees participate after Company, Parent, the Surviving Corporation or any of their respective Subsidiaries or Affiliates. For the avoidance of doubt, following the Closing Date, Parent shallnothing contained in this Section 6.15 shall interfere with Parent’s, or shall cause the Surviving Corporation to: (i) waive Corporation’s or any limitations of their Subsidiaries’ or Affiliates’ right to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to terminate the Continuing Employees under any welfare benefit plan, as defined in Section 3(1) of ERISA, in which such employees may be eligible to participate after the Closing Date (provided, however, that no such waiver shall apply to a pre-existing condition employment or service of any Continuing Employee who was, as of the Closing Date, excluded from participation in a Company benefit plan by nature of such pre-existing condition), (ii) provide each Continuing Employee with credit service provider for any co-payments and deductibles paid prior to the Closing Date in satisfying any applicable deductible or out-of-pocket requirements under any welfare benefit plan in which such employees may be eligible to participate after the Closing Date, and (iii) recognize all service of the Continuing Employees with the Company for all welfare benefit purposes, except (i) for those benefit plans of Parent for which the Company Employees were ineligible to participate or for which there are no comparable plans at the Company and (ii) to the extent such treatment would result in duplicative accrual on or after the Closing Date of benefits for the same period of servicereason.

Continuing Employees. The agreements of this Agreement (aincluding this Article VIII) From are between the Purchaser, Lifetime and the Sellers, and are not intended to create or be deemed to create any third party beneficiary rights in any Employee of any of the Sellers. The Purchaser shall offer employment with the Purchaser or its Affiliates to all of the Employees of the Sellers who are not a party to an employment agreement with any Seller on the date of this Agreement, with such employment with the Purchaser or its Affiliates to begin on the Closing Date, with the terms of such employment to provide for, for a period of not less than one (1) year after the commencement of such employment (i) at least the same salary, wages, and bonus opportunities as were provided to such Employee immediately prior to the Closing and (ii) the Purchaser's, or Lifetime's corporation group, standard employee benefit plans; provided, however, that with respect to severance obligations, the provisions of Section 8.3 hereof shall apply. All such Employees accepting such offer of employment and all such Employees who are a party to a Purchased Contract are hereinafter referred to as the "Continuing Employees." To the extent any Seller becomes subject to any Liabilities under the WARN Act or any comparable state or local Law in connection with the termination of the employment by the Purchaser or its Affiliates (or any successor thereto) of any Continuing Employee after the Closing Date, Parent shallthe Purchaser shall be responsible therefor and shall indemnify each Seller and its directors, or shall cause officers and employees against such Liability in accordance with the Surviving Corporation to, provide benefits to continuing employees provisions of Article XII hereof. Without limiting the effect of the Company foregoing sentence, the Purchaser shall be solely responsible for giving any notice to Continuing Employees required by the WARN Act or any comparable state or local Law to be given after the Closing Date. To the extent permitted by Law, as soon as reasonably practicable following the date hereof, the Sellers shall provide to the Purchaser the necessary employee data, including personnel and benefit information, maintained with respect to the Continuing Employees by the Sellers or by its Subsidiaries ("CONTINUING EMPLOYEES") thatindependent contractors, such as insurance companies and actuaries, in order to facilitate benefits and payroll transition for the aggregate, are no less favorable Continuing Employees. The Purchaser shall offer to enter into a new employment agreement with each Employee of any of the Sellers who is a party to an employment agreement with a Seller as of the date of this Agreement (other than the benefits Employees named on Schedule 9.1(j) hereof, who shall be offered employment agreements to be negotiated directly by the Purchaser with such Continuing Employees were entitled to immediately prior to the Effective Time. Notwithstanding the foregoingEmployees); provided, nothing in this Section 4.16 shall require that (i) the continuation terms of any benefit plan of any variety or prevent such new employment agreement shall provide the amendment or termination thereof (subject to Employee with substantially the provision, in the aggregate, of the same compensation and medical benefits as are provided in under the preceding sentence) or (ii) Parent or the Surviving Corporation to continue or maintain the Employee's current employment of any Continuing Employee. (b) With respect to any benefits plans of Parent or its subsidiaries in which the Continuing Employees participate after the Closing Date, Parent shall, or shall cause the Surviving Corporation to: (i) waive any limitations to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare benefit plan, as defined in Section 3(1) of ERISA, in which such employees may be eligible to participate after the Closing Date (provided, however, that no such waiver shall apply to a pre-existing condition of any Continuing Employee who was, as of the Closing Date, excluded from participation in a Company benefit plan by nature of such pre-existing condition)agreement, (ii) provide each Continuing the title, position, responsibilities and authority of the Employee with credit for any co-payments and deductibles paid prior shall be appropriate in the context of the employer being a part of Lifetime's consolidated group of companies, (iii) such new employment agreement shall contain severance provisions comparable to the Closing Date current severance provisions contained in satisfying any applicable deductible or out-of-pocket requirements under any welfare benefit plan in which such employees may be eligible to participate after the Closing DateEmployee's employment agreement, and (iiiiv) recognize all service of such new employment agreement shall not contain any change in control or parachute payment provision (and the Continuing Employees with Sellers, and not the Company Purchaser, shall be responsible for all welfare benefit purposesany such obligations existing in such current employment agreements), except (i) for those benefit plans of Parent for which the Company Employees were ineligible to participate or for which there are no comparable plans at the Company and (iiv) to the extent in no event shall any such treatment would result in duplicative accrual on or after the Closing Date of benefits for the same period of serviceEmployee be deemed a Continuing Employee hereunder.

Continuing Employees. (a) From The parties intend that there shall be continuity of employment with respect to certain employees of the Company (the “Company Employees”). The Company Employees who will be employed by the Surviving Company will be employed on an “at will” basis, and for period of at least six (6) months commencing on the Effective Time, Acquiror shall provide, or cause to be provided, such Company Employees who continue employment with Acquiror, the Surviving Company or any Affiliate of either (each a “Continuing Employee”), regular wages or salary and annual bonus opportunity and benefits that are no less favorable, in the aggregate, than compensation and benefits applicable to such Company Employees immediately prior to the Closing. (b) Acquiror may satisfy its obligations under Section 6.10(a) with respect to any Continuing Employee after the Closing DateEffective Time by providing (to the extent a comparable Benefit Plan is not continued after the Effective Time) that such Continuing Employee shall be eligible to participate in Acquiror’s or any of its Affiliate’s retirement and welfare benefit plans (“Acquiror Benefit Plans”) on terms that are substantially comparable in the aggregate to those offered to similarly situated employees of Acquiror or any of its Affiliates; provided that such Acquiror Benefit Plans provide such benefits that are no less favorable in all material respects, Parent in the aggregate, to the Benefit Plans in which such Continuing Employee participated immediately prior to the Effective Time and which are terminated following the Effective Time; and provided further, however, that (1) Acquiror shall, or shall cause the Surviving Corporation an Acquiror Benefit Plan to, provide benefits give each Continuing Employee full credit, for purposes of eligibility to continuing employees participate, vesting and benefit accrual under such Acquiror Benefit Plans, for his or her full and partial years of service with the Company and its Subsidiaries prior to the Effective Time to the same extent provided under the comparable Benefit Plan in which such Continuing Employee participated immediately; prior to the Effective Time; ("CONTINUING EMPLOYEES"2) thatAcquiror shall use commercially reasonable efforts to give effect, in determining any deductible and maximum out-of-pocket limitations under any Acquiror Benefit Plan for the aggregateplan year in which the Effective Time occurs, are no less favorable than the benefits to amounts paid or incurred by such Continuing Employees were entitled Employee during such year under a comparable Benefit Plan; and (3) Acquiror shall cause any pre-existing conditions limitations and eligibility waiting periods under any Acquiror Benefit Plan to be waived with respect to such Continuing Employee and his or her eligible dependents to the same extent provided under any comparable Benefit Plan in which such Continuing Employee participated immediately prior to the Effective Time. (c) Nothing contained herein, whether express or implied, will (i) obligate Acquiror, Surviving Corporation or any Affiliate of either to retain any Company Employees for any specific period, (ii) be treated as an amendment or other modification of any Benefit Plan or Acquiror Benefit Plan, or (iii) limit the right of Acquiror, Surviving Corporation or any Affiliate of either to amend, terminate or otherwise modify any Benefit Plan or Acquiror Benefit Plan following the Closing. Notwithstanding Acquiror, Surviving Corporation and the foregoing, nothing Company acknowledge and agree that all provision contained in this Section 4.16 6.10(a) with respect to Company Employees are included for the sole benefit of Acquiror, Surviving Corporation and the Company, and that nothing herein, whether express or implied, shall require create any third party beneficiary or other rights (i) the continuation of in any benefit plan of Person, including any variety Company Employees or prevent the amendment former Company Employees, any participant in any Benefit Plan, or termination thereof (subject to the provisionany dependent or beneficiary thereof, in the aggregate, of the benefits as provided in the preceding sentence) or (ii) Parent or the to continued employment with Acquiror, Surviving Corporation to continue or maintain the employment any Affiliate of any Continuing Employeeeither. (b) With respect to any benefits plans of Parent or its subsidiaries in which the Continuing Employees participate after the Closing Date, Parent shall, or shall cause the Surviving Corporation to: (i) waive any limitations to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare benefit plan, as defined in Section 3(1) of ERISA, in which such employees may be eligible to participate after the Closing Date (provided, however, that no such waiver shall apply to a pre-existing condition of any Continuing Employee who was, as of the Closing Date, excluded from participation in a Company benefit plan by nature of such pre-existing condition), (ii) provide each Continuing Employee with credit for any co-payments and deductibles paid prior to the Closing Date in satisfying any applicable deductible or out-of-pocket requirements under any welfare benefit plan in which such employees may be eligible to participate after the Closing Date, and (iii) recognize all service of the Continuing Employees with the Company for all welfare benefit purposes, except (i) for those benefit plans of Parent for which the Company Employees were ineligible to participate or for which there are no comparable plans at the Company and (ii) to the extent such treatment would result in duplicative accrual on or after the Closing Date of benefits for the same period of service.

Continuing Employees. (ai) From All employees of the Company as of immediately prior to the Closing, and after who continue employment immediately following the Closing, shall continue as employees of the Company immediately following the Closing (each, a “Continuing Employee”). As of the Closing Date, Parent shallBuyer shall provide, or shall cause the Surviving Corporation toCompany to provide, provide Continuing Employees with (i) employee benefits that in the aggregate are substantially comparable to continuing the employee benefits received by similarly situated employees of Buyer and (ii) base salary or wage rates and other compensation (including an annual cash bonus opportunity, opportunities for commissions and other incentive compensation) that in the aggregate are substantially comparable to such compensation provided to each such Continuing Employee by the Company and its Subsidiaries ("CONTINUING EMPLOYEES") that, in the aggregate, are no less favorable than the benefits such Continuing Employees were entitled to immediately prior to the Effective TimeClosing Date; provided, however, that no equity or equity-based compensation provided by Company to any Continuing Employee shall be taken into account and Buyer shall have no obligation to provide equity or equity-based compensation to any Continuing Employee. Notwithstanding the foregoingforegoing or any other provision of this Agreement, nothing in this Section 4.16 Agreement or any Transaction Document shall require (ix) limit the continuation ability of Buyer or the Company to terminate the employment relationship of any benefit plan of Continuing Employee at any variety or prevent the amendment or termination thereof time and for any reason, including without cause (subject to the provisionterms of any applicable employment Contract), (y) be deemed to be a guarantee of employment or otherwise obligate Buyer or the Company to retain any Continuing Employee, or (z) be deemed to amend any Plans or limit, in any respect, the aggregate, right of Buyer or any of its Affiliates (including the benefits as provided Company) to change or modify any Plan in the preceding sentence) or accordance with its terms. (ii) Parent For all purposes under the employee benefit plans, programs and arrangements established or the Surviving Corporation to continue or maintain the employment of any Continuing Employee. (b) With respect to any benefits plans of Parent maintained by Buyer or its subsidiaries Affiliates in which the Continuing Employees participate after the Closing Date, Parent shall, or shall cause the Surviving Corporation to: (i) waive any limitations to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare benefit plan, as defined in Section 3(1) of ERISA, in which such employees may be eligible to participate after the Closing Date (the “New Benefit Plans”), to the extent permitted by the applicable plan, each Continuing Employee shall be credited with the same amount of service as was credited by the Company as of the Closing under similar or comparable Plans (including for purposes of eligibility to participate, vesting and eligibility to receive benefits); provided, howeverthat such crediting of service shall not operate to duplicate any benefit or the funding of any benefit. In addition, that no and without limiting the generality of the foregoing, (i) with respect to any New Benefit Plans in which the Continuing Employees may be eligible to participate following the Closing, Buyer and its Affiliates shall use commercially reasonable efforts to cause each Continuing Employee to be immediately eligible to participate in such waiver New Benefit Plans, without any waiting time, to the extent coverage under such New Benefit Plans replaces coverage under a similar or comparable Plan in which such Continuing Employee was eligible to participate immediately before such commencement of participation (such plans, collectively, the “Old Benefit Plans”) and (ii) for purposes of each New Benefit Plan providing medical, dental, pharmaceutical and/or vision benefits to any Continuing Employee, Buyer and its Affiliates shall apply use commercially reasonable efforts to a cause all pre-existing condition exclusions and actively-at-work requirements of any such New Benefit Plan to be waived for such Continuing Employee who wasand his or her covered dependents, as to the extent any such exclusions or requirements were waived or were inapplicable under any similar or comparable Plan. Buyer and its Affiliates shall use commercially reasonable efforts to cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the Closing Date, excluded from plan year of the Old Benefit Plan ending on the date such Continuing Employee’s participation in a Company benefit plan by nature the corresponding New Benefit Plan begins to be taken into account under such New Benefit Plan for purposes of such pre-existing condition)satisfying all deductible, (ii) provide each Continuing Employee with credit for any co-payments coinsurance and deductibles paid prior to the Closing Date in satisfying any applicable deductible or maximum out-of-pocket requirements under any welfare benefit applicable to such Continuing Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in which accordance with such employees may New Benefit Plan. Subject to applicable Law, Sellers shall provide Buyer, its Affiliates and their respective service providers with access, on a Schedule to be eligible mutually agreed in good faith, to participate after the Closing Date, and (iii) recognize all service of the Continuing Employees with the Company for all welfare benefit purposes, except (i) for those benefit plans all information reasonably requested by Buyer and its service providers to allow Buyer to comply with the provisions of Parent for which the Company Employees were ineligible to participate or for which there are no comparable plans at the Company this Section 8.8(a) and (ii) the employees of the Company for purposes of communicating with such employees regarding the New Benefit Plans and facilitating enrollment therein. (iii) This Section 8.8(a) shall be binding upon and inure solely to the extent such treatment would result benefit of the Parties and nothing in duplicative accrual on this Section 8.8(a), expressed or after implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 8.8(a). Without limiting the Closing Date foregoing, no provision of benefits for the same period this Section 8.8(a) will create any third party beneficiary rights in any current or former employee, director or consultant of serviceany Company in respect of continued employment (or resumed employment) or any other matter.

Continuing Employees. (a) From and Effective as of the Closing, each Subsidiary shall cease to be a participating employer in the Company Benefit Plans (other than Company Benefit Plans which as of the date of this Agreement are sponsored by the Subsidiaries solely for the benefit of employees of the Subsidiaries (the "Subsidiary Benefit Plans")) and, on or after the Closing Date, Parent shall, the Purchaser and the Subsidiaries shall have no obligations or shall cause the Surviving Corporation liabilities to, provide benefits under or with respect to continuing employees any Company Benefit Plan, other than the Subsidiary Benefit Plans, including without limitation any responsibility as alleged successor or otherwise for the provision of COBRA under any group health plan which is a Company Benefit Plan but not a Subsidiary Benefit Plan. The Company will take all action necessary or appropriate so that each Business Employee (as defined in Section 5.11(b) below) will be fully vested in his or her accrued benefit under the Company's Pension Plan as of the Company and its Subsidiaries ("CONTINUING EMPLOYEES") that, in the aggregate, are no less favorable than the benefits such Continuing Employees were entitled to immediately prior to the Effective Time. Notwithstanding the foregoing, nothing in this Section 4.16 shall require (i) the continuation of any benefit plan of any variety or prevent the amendment or termination thereof (subject to the provision, in the aggregate, of the benefits as provided in the preceding sentence) or (ii) Parent or the Surviving Corporation to continue or maintain the employment of any Continuing EmployeeClosing Date. (b) With respect For all periods after the Closing, the Purchaser will provide (or cause to be provided) to each employee of any benefits plans of Parent the Subsidiaries who continues his or its subsidiaries in which the Continuing Employees participate her employment after the Closing Date(the "Business Employees") employee benefit plans, Parent shallagreements, or shall cause programs, policies and arrangements (the Surviving Corporation to: "Purchaser's Plans") that are substantially comparable in the aggregate to the corporate level employee benefits maintained from time to time by the Purchaser for its similarly situated corporate level employees. Notwithstanding the preceding sentence, (i) waive the Purchaser shall not be required to provide any limitations benefit to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable any Business Employee to the Continuing Employees under any welfare benefit plan, as defined in Section 3(1) of ERISA, in which such employees may be eligible to participate after extent the Closing Date (provided, however, that no such waiver shall apply to a pre-existing condition of any Continuing Employee who was, as of the Closing Date, excluded from participation in a Company benefit plan by nature provision of such pre-existing condition)benefit would result in the duplication of benefits, (ii) the Purchaser shall be permitted to provide each Continuing Employee with credit for any co-payments and deductibles paid to Business Employees benefits under employee welfare benefit plans which are substantially comparable to those provided to such Business Employees under Company Benefit Plans which are employee welfare benefit plans immediately prior to the Closing Date in satisfying any applicable deductible or out-of-pocket requirements under any welfare benefit plan in which such employees may be eligible to participate after the Closing Date, and (iii) recognize all service for purposes of the Continuing Employees "substantially comparable" requirement set forth in the first sentence of this Section 5.11(b), any continuation of a Subsidiary Benefit Plan will be considered the provision of benefits of the type addressed by such Plan which are substantially comparable to the Purchaser's corporate level benefits of the same type. For the purposes of any of the Purchaser's Plans for which the benefits depend on length of service for eligibility and vesting purposes and for all other benefits for which benefit levels depend on length of service (but not benefit accrual purposes under any defined benefit pension plan), the Purchaser shall give (or cause to be given) to each continuing Business Employee full credit for past service as of the Closing Date with the Company, LFS and/or the Subsidiaries and for any additional periods for which the Company, LFS and/or a Subsidiary has previously granted the Business Employee with service credit for comparable benefit purposes under a corresponding Company for all welfare benefit purposesBenefit Plan ("Prior Service"). In addition, except and without limiting the generality of the foregoing: (i) each Business Employee shall be given credit for those Prior Service for purposes of eligibility to participate, satisfaction of any waiting periods, evidence of insurability requirements, or the application of any pre-existing condition limitations and shall be given credit for amounts paid under a corresponding Company Benefit Plan during the same period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Purchaser's Plans. Nothing in this Section 5.11 shall prevent Purchaser or the Subsidiaries from terminating the employment of any of the Business Employees at any time after the Closing. (c) Effective as of the Closing Date, the Purchaser shall establish or designate one or more defined contribution plans maintained by the Purchaser or its affiliates (which may include Subsidiary Benefit Plans) in which, subject to the terms and conditions of such plan (taking into account the provisions of this Section 5.11), Business Employees shall be eligible to participate (the "Purchaser's Defined Contribution Plan"). The Company sponsors the Liberty Financial Companies, Inc. Savings and Investment Plan (the "Companies' Defined Contribution Plan"). Subject to the provisions of this Section 5.11(c), the Company and the Purchaser shall take (or cause to be taken) all actions necessary to cause the assets and, to the extent of the assets transferred, the liabilities of the Companies' Defined Contribution Plan attributable to the accrued benefits of Business Employees to be transferred from the trustee of the Companies' Defined Contribution Plan to the trustee of the Purchaser's Defined Contribution Plan. However, no transfer of assets or liabilities shall occur with respect to any Business Employee whose annuity starting date occurs prior to the effective date of the transfer and further Purchaser's Defined Contribution Plan shall not be required to accept any transfer of assets or liabilities unless the effective date thereof, determined under this Section 5.11(c), is within six (6) months of the Closing Date. The assets to be transferred pursuant to the preceding sentence shall consist solely of cash and promissory notes evidencing outstanding loans to Business Employees. The transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall conform in all respects with Section 411(d)(6) and 414(1) of the Code. No transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall occur before the latest of (i) the Closing Date, (u) the date on which the IRS issues a favorable determination letter with respect to the Companies' Defined Contribution Plan, which letter addresses said Plan's compliance with applicable law through the effective date of the transfer, and the Company has taken all actions required by the IRS as a condition of such favorable determination letter, and (iii) 90 days after the Company shall have provided the Purchaser with such evidence as it may reasonably request to establish both (A) that as of the effective date of the transfer Purchaser's Defined Contribution Plan will have no obligation to offer any annuity form of distribution with respect to the accrued benefits then to be transferred and (B) that Business Employees have been provided with a summary of any plan amendment necessary to eliminate all annuity forms of distribution from the Companies' Defined Contribution Plan and that satisfies the requirements of ERISA and applicable Department of Labor regulations relating to summaries of material modifications. (d) Notwithstanding the foregoing provisions of this Section 5.11, the Purchaser and the Company shall, prior to the Closing Date, cooperate and negotiate in good faith to achieve further agreements relating to the establishment of and/or the transition or transfer of employee benefit plans; such further agreements may include, without limitation, arrangements intended (i) to facilitate the Purchaser's establishing the Purchaser's Plans relating to the Business Employees on or as of the Closing Date; (ii) to enable the Purchaser or any Subsidiary to continue participation in any Company Benefit Plan for a specified period after the Closing Date; (iii) to transfer from the Company to the Purchaser or any Subsidiary after the Closing Date a portion or all of the assets or liabilities or any policies, contracts or other properties, rights or obligations of any Company Benefit Plan; provided, however, that any such transfer shall be effected in a manner that is consistent with the best interests of all participants in the applicable Company Benefit Plan. The primary objectives of the parties in cooperating and negotiating any such further agreements shall be to provide for uninterrupted coverage of employees under appropriate employee benefit plans from and after the Closing Date and to provide for transfers of Parent Company Benefit Plans or elements of Company Benefit Plans where such transfers shall be beneficial to employees and not unduly costly or otherwise burdensome to the Company and/or LFS, the Purchaser, any Subsidiary or any other participants in such Company Benefit Plans. The foregoing provisions of this Section 5.11(d) notwithstanding, no such further agreement with respect to employee benefit plans shall be effective unless and until it has been set forth in a written agreement duly executed on behalf of the Company and the Purchaser. (e) Notwithstanding the foregoing provisions of this Section 5.11, as of the Closing each of the Purchaser and the Subsidiaries shall pay and perform or cause their affiliates to pay and perform, all of the obligations with respect to the employees and former employees of the Subsidiaries (other than persons that the Company has transferred to the Company or to direct or indirect subsidiaries of the Company other than the Subsidiaries) under each of (i) Sections 2 and 6 of the Retention Plan (pertaining to severance and Gross-Up Payments (as such term is defined in the Retention Plan)) and (ii) the Deferred Compensation Obligations; provided, however, that the Company shall pay and perform all obligations to such persons under Sections 3, 4 and 5 of the Retention Plan (pertaining to retention bonuses, stock options and restricted stock), and the Company acknowledges and agrees that none of the Purchaser or any of the Subsidiaries are assuming any obligations with respect to such provisions; provided, further, that the Purchaser and the Subsidiaries (and not the Company) shall be responsible for the entire amount of any Gross-Up Payments. In addition, the Company shall be responsible for the payment of a pro-rata portion of any 2001 bonuses for the period prior to the Closing Date and the Purchaser shall be only be responsible for the payment of that portion of any 2001 bonuses applicable to the period after the Closing Date. The Company shall administer the Retention Plan in accordance with the terms thereof and, following the Closing, shall (to the extent it continues to administer the Retention Plan with respect to the Business Employees) shall consult with the Purchaser before making any determinations thereunder. The Purchaser shall provide reasonable administrative assistance to the Company in connection with the making of payments pursuant to Sections 3, 4 and 5 of the Retention Plan and payments of bonuses pursuant to the immediately preceding sentence. The Company and the Purchaser shall allocate the "base amount" of parachute payments made or to be made to (or for the benefit of) any "disqualified individual" (in each case, as defined in Section 280G of the Code) in accordance with prop. Treasury Regulation 1.280G-1 (Q&A 38); provided that all parachute payments made or to be made to (or for the benefit of) that individual, including, without limitation, any Gross-Up Payments, shall be taken into account for purposes of such allocation. Except for the obligations with respect to the Retention Plan and the Deferred Compensation Obligations set forth in the immediately preceding sentence, nothing in this Section 5.11 shall in any way restrict the ability of the Purchaser or any Subsidiary to terminate any employee benefit plan, policy, program or arrangement after the Closing Date in accordance with the terms thereof. No Business Employee's election to defer the receipt of compensation shall cause the Purchaser to become responsible for any payment of compensation under the Retention Plan for which the Company Employees were ineligible to participate or is otherwise responsible under this Agreement. To effect any such deferral for which there are no comparable plans the Company is responsible, the Company shall make the payment to the Purchaser of the amount otherwise due to the Business Employee at the Company and (ii) time otherwise due to the extent Business Employee absent the deferral; the Purchaser or the Subsidiaries shall pay or cause to be paid to such treatment would result Business Employee in duplicative accrual on or accordance with the terms of the applicable deferral arrangement such amount, together with all interest and investment increment due thereon, at the time due under such Business Employee's deferral election. The Company agrees that after the Closing Date it will retain in a segregated account funds sufficient to satisfy its obligations under Section 3 of benefits for the same period of serviceRetention Plan.

Continuing Employees. For all purposes (aincluding purposes of vesting, eligibility to participate and level of benefits) From and under any Plan of the Surviving Corporation or any of its Subsidiaries, solely to the extent such Plan provides benefits to any Continuing Employee after the Closing Date (including the Company Plans) (the “New Plans”), each such Continuing Employee shall be credited with his or her years of service with the Company or any of its Subsidiaries and their respective predecessors before the Effective Time, to the same extent as such Continuing Employee was entitled, before the Effective Time, to credit for such service under any Company Plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Closing Date; provided that the foregoing service credit shall not be required to apply (i) to the extent that its application would result in a duplication of benefits with respect to the same period of service, Parent (ii) for purposes of any defined benefit pension accrual under any New Plan and (iii) for purposes of any subsidy provided for any post-employment welfare benefits under any New Plan. In addition, and without limiting the generality of the foregoing, (i) each Continuing Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is replacing comparable coverage under a Company Plan in which such Continuing Employee participated immediately before the Closing Date (such plans, collectively, the “Old Plans”) and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Continuing Employee, the Surviving Corporation shall, or shall cause the Surviving Corporation any of its Subsidiaries to, provide benefits use commercially reasonable best efforts to continuing employees of the Company and its Subsidiaries cause ("CONTINUING EMPLOYEES"A) that, in the aggregate, are no less favorable than the benefits such Continuing Employees were entitled to immediately prior to the Effective Time. Notwithstanding the foregoing, nothing in this Section 4.16 shall require (i) the continuation of any benefit plan of any variety or prevent the amendment or termination thereof (subject to the provision, in the aggregate, of the benefits as provided in the preceding sentence) or (ii) Parent or the Surviving Corporation to continue or maintain the employment of any Continuing Employee. (b) With respect to any benefits plans of Parent or its subsidiaries in which the Continuing Employees participate after the Closing Date, Parent shall, or shall cause the Surviving Corporation to: (i) waive any limitations to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare benefit plan, as defined in Section 3(1) of ERISA, in which such employees may be eligible to participate after the Closing Date (provided, however, that no such waiver shall apply to a all pre-existing condition exclusions and actively-at-work requirements of any such New Plan to be waived for such Continuing Employee who wasand his or her covered dependents, as to the extent such conditions were inapplicable or waived under the comparable Old Plans of the Closing Date, excluded from participation Company or any of its Subsidiaries in a Company benefit plan by nature of which such pre-existing condition), (ii) provide each Continuing Employee with credit for any co-payments and deductibles paid participated immediately prior to the Closing Date and (B) any eligible expenses incurred by any Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such Continuing Employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying any applicable deductible or all deductible, coinsurance and maximum out-of-pocket requirements under any welfare benefit plan in which applicable to such employees may be eligible to participate after the Closing Date, Continuing Employee and (iii) recognize all service of the Continuing Employees with the Company for all welfare benefit purposes, except (i) for those benefit plans of Parent for which the Company Employees were ineligible to participate his or for which there are no comparable plans at the Company and (ii) to the extent such treatment would result in duplicative accrual on or after the Closing Date of benefits her covered dependents for the same period of serviceapplicable plan year as if such amounts had been paid in accordance with such New Plan.

Continuing Employees. (a) From ▇▇▇▇▇▇ agrees to honor and after assume the Closing Date, Parent shall, or shall cause the Surviving Corporation to, provide benefits to continuing employees severance arrangements set forth on Schedule 7.15(a) of the Company and its Subsidiaries ("CONTINUING EMPLOYEES") that, in the aggregate, are no less favorable than the benefits such Continuing Employees were entitled to immediately prior to the Effective Time. Notwithstanding the foregoing, nothing in this Section 4.16 shall require (i) the continuation of any benefit plan of any variety or prevent the amendment or termination thereof (subject to the provision, in the aggregate, of the benefits as provided in the preceding sentence) or (ii) Parent or the Surviving Corporation to continue or maintain the employment of any Continuing EmployeeDisclosure Letter. (b) With respect to any benefits plans those employees of Parent the Company or its subsidiaries in which who are employed as of immediately prior to the Effective Time and who continue to be employed by Parent or the Surviving Corporation or any of their respective subsidiaries following the Effective Time (each, a “Continuing Employees participate after the Closing DateEmployee”), Parent shallshall use commercially reasonable efforts to cause, or shall cause the Surviving Corporation to: or any of its Affiliates to use commercially reasonable efforts to cause, the Employee Benefit Plans maintained by Parent or its Affiliates for which any Continuing Employee is eligible to participate (ithe “Parent Plans”) to waive any limitations to pre-existing conditions, exclusions limitations, exclusions, actively-at-work requirements and eligibility waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare benefit plan, as defined in Section 3(1) of ERISA, in which such employees may be eligible to participate after extent not imposed on the Closing Date (provided, however, that no such waiver shall apply to a pre-existing condition of any Continuing Employee who wasby the corresponding Company Plans immediately prior to the Effective Time. Parent shall use commercially reasonable efforts to recognize, as or shall cause the Surviving Corporation or any of its Affiliates to use commercially reasonable efforts to recognize, the Closing Date, excluded from participation in a Company benefit plan dollar amount of all payments incurred by nature of such pre-existing condition), (ii) provide each Continuing Employee with credit (and his or her eligible dependents) under the corresponding Company Plan during the plan year in which the Effective Time occurs for any purposes of satisfying the plan year’s deductible, co-payments payment limitations and deductibles paid prior to the Closing Date in satisfying any applicable deductible or out-of-pocket requirements maximums under any welfare benefit plan the relevant Parent Plans in which such employees may be Continuing Employee is eligible to participate after following the Closing Date, and (iii) recognize all Effective Time. Parent shall cause any Parent Plan under which a Continuing Employee is eligible to participate to provide credit for service of by the Continuing Employees Employee with the Company or any of its subsidiaries prior to the Effective Time for all welfare benefit purposes of eligibility to participate, vesting and determining future vacation and paid time off accruals to the same extent such service was recognized under a similar Company Plan and for similar purposes, except (i) for those benefit plans of Parent for which the Company Employees were ineligible to participate or for which there are no comparable plans at the Company and (ii) except, in each case, to the extent such treatment would result in duplicative accrual on a duplication of benefits or after compensation; provided, that service of a Continuing Employee prior to the Effective Time shall not be recognized for purposes of any entitlement to participate in, or benefit accruals with respect to, any equity-based or long-term incentive compensation, retiree medical program or defined benefit plan maintained by Parent or its Affiliates. (c) Nothing in this Section 7.15 is intended to imply or guarantee continuing employment to such Continuing Employees for any length of time or under any specific terms or conditions, except as set forth in this Section 7.15. The provisions of this Section are for the sole benefit of the parties hereto and nothing herein, express or implied, is intended or shall be construed to (i) constitute an amendment to any of the compensation and benefits plans maintained for or provided to employees prior to or following the Merger Closing Date or (ii) confer upon or give to any person, other than the parties hereto and their respective permitted successors and assigns, any legal or equitable or other rights, including third-party beneficiary rights, or remedies (with respect to the matters provided for in this Section 7.15) under or by reason of benefits for the same period any provision of servicethis Agreement.