Common use of Employee Benefits Matters Clause in Contracts

Employee Benefits Matters. (a) Following the Closing, Parent shall, or shall cause the Surviving Corporation to, assume, honor and fulfill all of the Company Benefit Plans in accordance with their terms as in effect immediately prior to the date of this Agreement or as subsequently amended as permitted pursuant to the terms of such Company Benefit Plans. For a period of 12 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each employee of the Company or the any Company Subsidiary who continues in employment with the Surviving Corporation or any other affiliate of Parent following the Effective Time (each, a “Continuing Employee”) with (i) a base salary or hourly wage rate, as applicable, and cash bonus opportunity that are no less than the base salary or hourly wage rate, as applicable, and cash bonus opportunity provided to such Continuing Employee immediately prior to the Effective Time, and (ii) other employee benefits (including, without limitation, employee health and welfare and retirement benefits), other than equity incentive compensation and severance or post-termination benefits, which are no less favorable in the aggregate than at Parent’s option either (A) those employee benefits provided to such Continuing Employee immediately prior to the Effective Time or (B) those employee benefits that Parent or its affiliates provide to their similarly situated employees during such period. In addition, for a period of 18 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each Continuing Employee severance and post-termination benefits at least as favorable as the severance and post-termination benefits provided under Company Benefit Plans (after giving effect to the transactions contemplated by this Agreement) in which such Continuing Employee participates and/or to which such Continuing Employee is a party as of immediately prior to the Effective Time. Effective as of the Effective Time and thereafter, Parent shall provide, or shall cause the Surviving Corporation to provide, that periods of employment with the Company (including any current or former affiliate of the Company or any predecessor of the Company to the extent recognized by the Company) shall be taken into account for all purposes under all employee benefit plans maintained by Parent or an affiliate of Parent for the benefit of the Continuing Employees, including vacation or other paid time-off plans or arrangements, 401(k), pension or other retirement plans and any severance or health or welfare plans (other than for purposes of equity incentive compensation and determining any accrued benefit under any defined benefit pension plan or as would result in a duplication of benefits).

Employee Benefits Matters. (a) Following the Closing, Parent shall, or shall cause the Surviving Corporation to, assume, honor and fulfill all of the Company Benefit Plans in accordance with their terms as in effect immediately prior to the date of this Agreement or as subsequently amended as permitted pursuant to the terms of such Company Benefit Plans. For a period Effective as of 12 months following the Effective Time, Time Parent shall provide (provide, or shall cause the Surviving Corporation or another affiliate of Parent to provide) , to each employee of the Company or the any Company Subsidiary and/or its Subsidiaries who continues in employment with to be employed by the Parent or the Surviving Corporation or any other affiliate of Parent Subsidiary thereof (the “Continuing Employees”), (i) for the one (1) year period immediately following the Effective Time (eachTime, a “Continuing Employee”) with (i) a base salary (or hourly wage rate, as applicable, and cash bonus opportunity wages) that are no is not less favorable than the base salary (or hourly wage rate, as applicable, and cash bonus opportunity wages) provided to such Continuing Employee by the Company immediately prior to the Effective Time, and (ii) other from the Effective Time through December 31, 2015 (x) annual cash bonus opportunities and (y) employee benefits (includingexcluding equity-based compensation) in the aggregate, without limitationthat are, employee health in each of (x) and welfare and retirement benefits(y), other than equity incentive compensation and severance or post-termination benefits, which are no less favorable in than those provided by the aggregate than at Parent’s option either (A) those employee benefits provided to such Continuing Employee immediately prior to the Effective Time or (B) those employee benefits that Parent or its affiliates provide to their similarly situated employees during such period. In addition, for a period of 18 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each Continuing Employee severance and post-termination benefits at least as favorable as the severance and post-termination benefits provided under Company Benefit Plans (after giving effect to the transactions contemplated by this Agreement) in which such Continuing Employee participates and/or to which such Continuing Employee is a party as of immediately prior to the Effective Time. Effective as of the Effective Time and thereafter, Parent shall provide, or shall cause the Surviving Corporation to provide, that periods of employment with the Company (including any current or former affiliate of the Company or any predecessor of the Company to the extent recognized by the Company) shall be taken into account for all purposes under all employee benefit plans maintained by Parent or an affiliate of Parent for the benefit of the Continuing Employees, including vacation or other paid paid-time-off plans or arrangements, 401(k), pension or other retirement plans and any severance or health or welfare plans (other than for purposes of equity incentive compensation and determining any accrued benefit under any defined benefit pension plan or as would result in a duplication of benefits).

Employee Benefits Matters. (a) Following the ClosingExcept as otherwise set forth herein, Parent shall, or shall cause the Surviving Corporation to, assume, honor and fulfill all of the Company Benefit Plans in accordance with their terms as in effect immediately prior to the date of this Agreement or as subsequently amended as permitted pursuant to the terms of such Company Benefit Plans. For a period of 12 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each employee of the Company or the any Company Subsidiary who continues in employment with the Surviving Corporation or any other affiliate of Parent following the Effective Time (each, a “Continuing Employee”) with (i) a base salary or hourly wage rate, as applicable, and cash bonus opportunity that are no less than the base salary or hourly wage rate, as applicable, and cash bonus opportunity provided to such Continuing Employee immediately prior to the Effective Time, and (ii) other employee benefits (including, without limitation, employee health and welfare and retirement benefits), other than equity incentive compensation and severance or post-termination benefits, which are no less favorable in the aggregate than at Parent’s option either (A) those employee benefits provided to such Continuing Employee immediately prior to the Effective Time or (B) those employee benefits that Parent or its affiliates provide to their similarly situated employees during such period. In addition, for a period of 18 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each Continuing Employee severance and post-termination benefits at least as favorable as the severance and post-termination benefits provided under Company Benefit Plans (after giving effect to the transactions contemplated by this Agreement) in which such Continuing Employee participates and/or to which such Continuing Employee is a party as of immediately prior to the Effective Time. Effective as of the Effective Time and for a period of no less than one (1) year thereafter, Parent shall provide, or shall cause the Surviving Corporation to provide, that periods of employment with the Company (including any current or former affiliate to each employee of the Company and/or the Company Subsidiaries who continues to be employed by Parent or the Surviving Corporation or any predecessor Subsidiary thereof (the “Continuing Employees”): (i) annual rates of base salaries or wage levels and annual target cash incentive opportunities (and in respect of which, for the Company’s fiscal year ending in 2016, the applicable performance metrics shall be adjusted reasonably and in good faith to reflect the fact that the Company shall cease to be a publicly traded entity) which, in each case, shall be no less favorable than those provided to the Continuing Employees by the Company and the Company Subsidiaries as of immediately prior to the Effective Time; (ii) equity-incentive compensation opportunities that, in each case, are no less favorable than those provided to similarly situated employees of Parent and the Parent Subsidiaries and (iii) all other compensation and employee benefits that are, in the aggregate, no less favorable than those provided to employees of Parent and the Parent Subsidiaries. Without limiting the generality of the foregoing, for such one (1)-year period following the Effective Time, Parent shall, and shall cause the Surviving Corporation to, provide any Continuing Employee who experiences a termination of employment under circumstances that would have entitled such Continuing Employee to severance benefits under either the severance plan or policy of the Company and the Company Subsidiaries applicable to such Continuing Employee immediately prior to the extent recognized by the Company) shall be taken into account for all purposes under all employee benefit plans maintained by Parent Effective Time or an affiliate a severance plan or policy of Parent for and the benefit Parent Subsidiaries applicable to similarly situated employees of Parent and the Continuing EmployeesParent Subsidiaries at the time of such termination, including vacation or other paid time-off plans or arrangements, 401(k), pension or other retirement plans and any with severance or health or welfare plans (other than for purposes benefits at a level at least equal to the greater of equity incentive compensation and determining any accrued benefit those that would have been provided under any defined benefit pension the either such severance plan or as would result in a duplication of benefits)policy.

Employee Benefits Matters. (a) Following the Closing, Parent Holdco shall, or shall cause the Company, the Surviving Corporation toand each of their respective subsidiaries, assumeas applicable, honor and fulfill all to provide the employees of the Company Benefit Plans in accordance with their terms as in effect and the Company Subsidiaries who remain employed immediately prior to after the date of this Agreement or as subsequently amended as permitted pursuant to Closing (the terms of such Company Benefit Plans. For a period of 12 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide“Continuing Employees”) to each receive credit for purposes of eligibility to participate and vesting under any employee of benefit plan, program or arrangement established or maintained by Holdco, the Company or the any Company Subsidiary who continues in employment with the Surviving Corporation or any of their respective subsidiaries, other affiliate than any defined benefit pension plan, for service accrued or deemed accrued prior to the Closing with the Company or any Company Subsidiary; provided, however, that such crediting of Parent following service shall not operate to duplicate any benefit or the Effective Time (eachfunding of any such benefit. In addition, a “Continuing Employee”) with Holdco shall use reasonable best efforts to (i) a base salary cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under each of the employee benefit plans established or hourly wage ratemaintained by Holdco, as applicablethe Company, and cash bonus opportunity the Surviving Corporation or any of their respective subsidiaries that are no less than cover the base salary Continuing Employees or hourly wage rate, as applicable, and cash bonus opportunity provided to such Continuing Employee immediately prior to the Effective Time, their dependents and (ii) other employee benefits (includingcause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, without limitationduring the portion of the plan year in which the Closing occurs, employee under those health and welfare and retirement benefits), other than equity incentive compensation and severance or post-termination benefits, which are no less favorable in the aggregate than at Parent’s option either (A) those employee benefits provided to such Continuing Employee immediately prior to the Effective Time or (B) those employee benefits that Parent or its affiliates provide to their similarly situated employees during such period. In addition, for a period of 18 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each Continuing Employee severance and post-termination benefits at least as favorable as the severance and post-termination benefits provided under Company Benefit Plans (after giving effect to the transactions contemplated by this Agreement) in which such Continuing Employee participates and/or immediately prior to the Closing to be taken into account under those health and welfare benefit plans of Holdco, the Company, the Surviving Corporation or any of their respective subsidiaries in which such Continuing Employee is a party as of immediately prior participates subsequent to the Effective TimeClosing for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year. Effective as of Following the Effective Time and thereafterClosing, Parent shall provideHoldco shall, or shall cause the Company, the Surviving Corporation and each of their respective subsidiaries, as applicable, to provide, that periods of employment with the Company (including any current or former affiliate of the Company or any predecessor of the Company to the extent recognized by the Company) shall be taken into account for honor all purposes under all employee benefit plans maintained by Parent or an affiliate of Parent for the benefit accrued but unused vacation and other paid time off of the Continuing Employees, including vacation or other paid time-off plans or arrangements, 401(k), pension or other retirement plans and any severance or health or welfare plans (other than for purposes of equity incentive compensation and determining any accrued benefit under any defined benefit pension plan or as would result in a duplication of benefits)Employees that existed immediately prior to the Closing.

Employee Benefits Matters. (a) Following For a period commencing at the ClosingEffective Time through December 31, 2021 (or, if earlier, the date of termination of the relevant employee) (the “Continuation Period”), Parent shallshall provide, or shall cause the Surviving Corporation toto be provided, assume, honor and fulfill all of the Company Benefit Plans in accordance with their terms as in effect immediately prior to the date of this Agreement or as subsequently amended as permitted pursuant to the terms of such Company Benefit Plans. For a period of 12 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each employee of any of the Company or the any Company Subsidiary who continues in employment with the Surviving Corporation or any other affiliate Acquired Companies as of Parent following immediately prior to the Effective Time (each, a “Continuing Employee”) with ), (i) a base salary or hourly wage rate, as applicable, and cash bonus opportunity that are no less than rate at least equivalent to the base salary or hourly wage rate, as applicable, and cash bonus opportunity provided to rate in effect for such Continuing Employee immediately prior to the Effective TimeClosing, and (ii) other employee benefits (including, without limitation, employee health and welfare and retirement benefits), other than equity incentive compensation and severance or post-termination benefits, which are no less favorable in the aggregate than a target bonus opportunity that is at Parent’s option either (A) those employee benefits provided least equivalent to such Continuing Employee Employee’s target bonus opportunity as in effect for fiscal year 2020 (which may be settled in cash, equity or a combination thereof as determined by Parent in its sole discretion), (iii) employee benefits substantially comparable to either, as determined by Parent in its sole discretion, the respective levels as in effect under the Company Plans (other than any equity compensation, change in control, retention, non-qualified deferred compensation arrangement, defined benefit plan or retiree health or welfare arrangement) immediately prior to the Effective Time Closing or (B) those the employee benefits that (other than any equity compensation, change in control, retention, non-qualified deferred compensation arrangement, defined benefit plan or retiree health or welfare arrangement) made available to similarly situated employees of Parent or its affiliates provide Subsidiaries from time to their similarly situated employees during such period. In additiontime, for a period of 18 months following the Effective Time, and (iv) with respect to any Continuing Employee whose employment is terminated by Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each (but not including any Continuing Employee who has entered into an individualized agreement providing for severance and post-benefits upon a qualifying termination of employment), severance benefits at least as favorable as that are no less than the severance and post-termination benefits provided under Company Benefit Plans (after giving effect to the transactions contemplated by this Agreementset forth in Section 5.6(a) in which such Continuing Employee participates and/or to which such Continuing Employee is a party as of immediately prior to the Effective Time. Effective as of the Effective Time and thereafterCompany Disclosure Letter, Parent shall provide, or shall cause the Surviving Corporation to provide, that periods of employment taking into account all service with the Company (including any current or former affiliate in determining the amount of severance benefits payable, subject to such Continuing Employee’s execution of a general release of claims in favor of the Company or any predecessor of the Company to the extent recognized by the Company) shall be taken into account for all purposes under all employee benefit plans maintained by Parent or an affiliate of Parent for the benefit of the Continuing Employees, including vacation or other paid time-off plans or arrangements, 401(k), pension or other retirement plans and any severance or health or welfare plans (other than for purposes of equity incentive compensation and determining any accrued benefit under any defined benefit pension plan or as would result its Affiliates in a duplication of benefits)form reasonably acceptable to Parent that becomes effective and non-revocable within sixty (60) days following such termination.

Employee Benefits Matters. (a) Following As of the Closingdate hereof, Parent the Parties intend that, subject to the terms of any agreement with any works council, trade union, or other labor organization and the limitations of applicable Law, for the period commencing at the Effective Time and ending on the earlier of (i) the one year anniversary of the Effective Time and (ii) December 31, 2018 (the "Continuation Period"), Cyclone shall, or shall cause the Surviving Corporation or any applicable Cyclone Subsidiary (including Hurricane and its Subsidiaries) to, assume, honor and fulfill all of the Company Benefit Plans in accordance provide to Continuing Employees with their terms as in effect immediately prior to the date of this Agreement or as subsequently amended as permitted pursuant to the terms of such Company Benefit Plans. For a period of 12 months following the Effective Time, Parent shall provide (A) an annual base salary (or cause the Surviving Corporation or another affiliate of Parent to provide) to each employee of the Company or the any Company Subsidiary who continues in employment with the Surviving Corporation or any other affiliate of Parent following the Effective Time (each, a “Continuing Employee”) with (i) a base salary or hourly wage ratewages, as applicable, ) and annual cash bonus opportunity incentive compensation opportunities that are no less than substantially comparable to the annual base salary or hourly wage rate, as applicable, and annual cash bonus opportunity provided to such Continuing Employee immediately prior to the Effective Time, and (ii) other employee benefits (including, without limitation, employee health and welfare and retirement benefits), other than equity incentive compensation and severance or post-termination benefits, which are no less favorable in the aggregate than at Parent’s option either (A) those employee benefits provided to opportunities received by such Continuing Employee immediately prior to the Effective Time or and (B) those employee group retirement plans and health and welfare plans benefits that Parent or its affiliates provide to their similarly situated employees during such period. In addition(excluding, for a period the avoidance of 18 months following doubt, any equity or equity based compensation program) that are substantially comparable to the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each Continuing Employee severance group retirement plans and post-termination benefits at least as favorable as the severance health and post-termination welfare plans benefits provided under Company Benefit Plans (after giving effect to the transactions contemplated by this Agreement) in which such Continuing Employee participates and/or to which such Continuing Employee is a party as of Employees immediately prior to the Effective Time. Effective Notwithstanding the foregoing intention, during the Continuation Period, Cyclone, the Surviving Corporation or any Cyclone Subsidiary, as applicable, may (A) reduce the compensation or benefits of any Continuing Employee who was employed by Hurricane or its Subsidiaries immediately prior to the Effective Time (the "Hurricane Continuing Employees") to provide compensation and thereafter, Parent shall provide, or shall cause the Surviving Corporation benefit levels to provide, such Hurricane Continuing Employee that periods of employment with the Company (including any current or former affiliate of the Company or any predecessor of the Company are substantially comparable to the extent recognized compensation and benefit levels received by a similarly situated Continuing Employee who was employed by Cyclone or its Subsidiaries immediately prior to the Company) shall be taken into account for all purposes under all employee benefit plans maintained by Parent or an affiliate of Parent for Effective Time (the benefit of the "Cyclone Continuing Employees, including vacation ") or other paid time-off plans (B) reduce any Cyclone Continuing Employee's compensation or arrangements, 401(k), pension or other retirement plans and any severance or health or welfare plans (other than for purposes of equity incentive benefits to provide compensation and determining any accrued benefit under any defined levels to such Cyclone Continuing Employee that are substantially comparable to the compensation and benefit pension plan or as would result in levels received by a duplication of benefits)similarly situated Hurricane Continuing Employee.

Employee Benefits Matters. (a) Following During the Closing, Parent shall, or shall cause period beginning on the Surviving Corporation to, assume, honor Closing Date and fulfill all ending on the first (1st) anniversary of the Company Benefit Plans in accordance with their terms as in effect immediately prior to the date of this Agreement or as subsequently amended as permitted pursuant to the terms of such Company Benefit Plans. For a period of 12 months following the Effective TimeClosing Date, Parent Purchaser shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each employee of the Company or who is employed by the any Company Subsidiary who continues in employment as of the Closing (including employees of the Company that are co-employed with a professional employer organization) (the Surviving Corporation or any other affiliate of Parent following the Effective Time (each, a “Continuing EmployeeCompany Employees”) with (i) a base salary or hourly wage raterate and other cash compensation opportunities, as applicableincluding bonus, incentive and cash bonus opportunity commission opportunities, that are no less than the base salary or hourly wage rate, as applicable, and cash bonus opportunity provided to such Continuing Employee immediately prior to the Effective Time, and (ii) other employee benefits (including, without limitation, employee health and welfare and retirement benefits), other than equity incentive compensation and severance or post-termination benefits, which are no less favorable in the aggregate than at Parent’s option either (A) those employee benefits the cash compensation opportunities provided to each such Continuing Company Employee immediately prior to the Effective Time or (B) those Closing Date and with employee benefits (excluding equity arrangements) that Parent or its affiliates provide are substantially comparable in the aggregate to their similarly situated employees during such period. In addition, for a period of 18 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each Continuing Employee severance and post-termination benefits at least as favorable as the severance and post-termination benefits provided under Company Benefit Plans and other benefit and compensation plans, programs, policies, agreements or arrangements (after giving effect to excluding equity arrangements) maintained by the transactions contemplated by this Agreement) in which such Continuing Employee participates and/or to which such Continuing Employee is a party Company as of immediately prior to the Effective TimeClosing Date. Effective Purchaser further agrees that, from and after the Closing Date, Purchaser shall and shall cause each Company Employee to be granted credit for all service with the Company and any of their predecessors earned prior to the Closing Date for all purposes, including eligibility and vesting purposes and for purposes of vacation accrual and severance benefit determinations, but excluding defined benefit pension, retiree welfare, equity-based incentive compensation or any similar plan, program or agreement, under any benefit or compensation plan, program, policy, agreement or arrangement that is sponsored or maintained by or may be established or maintained by Purchaser or a Company or any of their Affiliates on or after the Closing Date (the “New Plans”), in each case, to the extent that such credit does not result in any duplication of benefits. In addition, Purchaser shall use commercially reasonable efforts to (A) cause to be waived all pre‑existing condition exclusions and actively‑at‑work requirements and similar limitations, eligibility waiting periods and evidence of insurability requirements under any New Plans to the extent waived or satisfied by a Company Employee (or covered dependent thereof) under any Employee Benefit Plan as of the Effective Time Closing Date and thereafter(B) cause any deductible, Parent co-insurance and out-of-pocket expenses paid on or before the Closing Date by any Company Employee (or covered dependent thereof) to be taken into account for purposes of satisfying any applicable deductible, coinsurance and maximum out‑of‑pocket provisions after the Closing Date under any applicable New Plan in the year of initial participation, in each case, to the extent that such credit does not result in any duplication of benefits. Purchaser agrees that Purchaser and the Company shall providebe solely responsible for satisfying the requirements of Section 4980B of the Code for all individuals who are “M&A qualified beneficiaries” as such term is defined in Treasury Regulation Section 54.4980B‑9. Nothing in this Agreement shall confer upon any Company Employee or any other individual any right to continue in the employ or service of Purchaser or its Affiliates (including, after the Transactions, the Company). Nothing in this Section 6.8 shall (i) be deemed or construed to establish, or shall cause the Surviving Corporation to providebe an amendment or other modification of, that periods any Employee Benefit Plan, New Plan or other employee benefit plan of employment with Purchaser, the Company or any of their Affiliates or (ii) create any third-party rights in any Person, including any current or former affiliate of the Company Employee (or any predecessor of the Company to the extent recognized by the Company) shall be taken into account for all purposes under all employee benefit plans maintained by Parent beneficiaries or an affiliate of Parent for the benefit of the Continuing Employees, including vacation or other paid time-off plans or arrangements, 401(k), pension or other retirement plans and any severance or health or welfare plans (other than for purposes of equity incentive compensation and determining any accrued benefit under any defined benefit pension plan or as would result in a duplication of benefitsdependents thereof).

Employee Benefits Matters. (a) Following the ClosingSubject to this Section 7.8, Parent shall, or shall cause the Surviving Corporation Company to, assume, honor and fulfill all of the Company Benefit Plans in accordance with their terms as in effect immediately prior to the date of this Agreement or as subsequently amended as permitted pursuant to the terms of such Company Benefit Plans. For Effective as of the First Effective Time and for a period of 12 months following the Effective Timeno less than two (2) years thereafter, Parent shall provide (provide, or shall cause the Surviving Corporation or another affiliate of Parent Company to provide) , to each employee of the Company or the and/or any Company Subsidiary who continues in employment with to be employed by the Parent or the Surviving Corporation Company or any other affiliate of Parent following Subsidiary thereof (the Effective Time (each, a “Continuing EmployeeEmployees”) with ), (i) a base salary or hourly wage rate, as applicable, and cash bonus opportunity that are no less than the base salary or hourly wage rate, as applicable, and cash bonus opportunity provided to such Continuing Employee immediately prior to the Effective Time, and (ii) other employee benefits compensation opportunities (including, without limitation, employee health and welfare and retirement benefitscash incentive compensation opportunities, but excluding any equity-based compensation), other than equity incentive compensation and severance or post-termination benefits, which that are no less favorable in the aggregate than at Parent’s option either (A) those employee benefits the cash compensation opportunities provided to such Continuing Employee immediately prior to the Effective Time or (B) those employee benefits that Parent or its affiliates provide to their similarly situated employees during such period. In addition, for a period of 18 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each Continuing Employee severance and post-termination benefits at least as favorable as the severance and post-termination benefits provided under Company Benefit Plans (after giving effect to the transactions contemplated by this Agreement) in which such Continuing Employee participates and/or to which such Continuing Employee is a party as of immediately prior to the Effective Acceptance Time, and (ii) employee benefits that are, in the aggregate, substantially comparable to those provided to such Continuing Employee as of immediately prior to the Acceptance Time. Effective as of the First Effective Time and thereafter, Parent shall provide, or shall cause the Surviving Corporation Company to provide, that periods of employment with the Company (including any current or former affiliate of the Company or any predecessor of the Company Company) shall, to the extent recognized by under the Company) shall corresponding Company Benefit Plan, be taken into account for all purposes under all employee benefit plans maintained by Parent or an affiliate of Parent for the benefit of the Continuing Employees, including vacation or other paid paid-time-off plans or arrangements, 401(k), pension or other retirement plans and any severance or health or welfare plans (other than for purposes of equity incentive compensation and determining any accrued benefit under any defined benefit pension plan, eligibility for retirement under an equity-based compensation plan, eligibility for any retiree health plan or as would result in a duplication of benefits).

Employee Benefits Matters. (a) Following the Closing, Parent shall, or shall cause the Surviving Corporation to, assume, honor and fulfill all of the Company Benefit Plans in accordance with their terms as in effect immediately prior to the date of this Agreement or as subsequently amended as permitted pursuant to the terms of such Company Benefit Plans. For a period of 12 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each employee of the Company or the any Company Subsidiary who continues in employment with the Surviving Corporation or any other affiliate of Parent following the Effective Time (each, a “Continuing Employee”) with (i) a base salary or hourly wage rate, as applicable, and cash bonus opportunity that are no less than the base salary or hourly wage rate, as applicable, and cash bonus opportunity provided to such Continuing Employee immediately prior to the Effective Time, and (ii) other employee benefits (including, without limitation, employee health and welfare and retirement benefits), other than equity incentive compensation and severance or post-termination benefits, which are no less favorable in the aggregate than at Parent’s option either (A) those employee benefits provided to such Continuing Employee immediately prior to the Effective Time or (B) those employee benefits that Parent or its affiliates provide to their similarly situated employees during such period. In addition, for a period of 18 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each Continuing Employee severance and post-termination benefits at least as favorable as the severance and post-termination benefits provided under Company Benefit Plans (after giving effect to the transactions contemplated by this Agreement) in which such Continuing Employee participates and/or to which such Continuing Employee is a party as of immediately prior to the Effective Time. Effective as of the Effective Time and thereaftercontinuing through December 31, 2012, Parent shall provide, or shall cause the Surviving Corporation to provide, that periods of employment with the Company (including any current or former affiliate to each employee of the Company or the Company Subsidiaries who continues to be employed by the Company or the Surviving Corporation or any predecessor of their respective Subsidiaries (other than such employees covered by collective bargaining agreements) (the “Affected Employees”), (i) a base salary or regular hourly wage, whichever is applicable, that is substantially comparable to the base salary or regular hourly wage provided to such Affected Employee by the Company immediately prior to the Effective Time and (ii) employee benefits (other than equity compensation and short-term incentive compensation) that are, in the aggregate, substantially comparable to those provided to such Affected Employee (including all dependents) by the Company immediately prior to the Effective Time; provided, that Parent may provide Affected Employees with equity compensation grants in its discretion; and provided, further, that Parent shall have no obligation to cause any Affected Employee who is not actively accruing benefits under a tax-qualified defined benefit plan of the Company or the Company Subsidiaries immediately prior to the extent recognized by the Company) shall be taken into account for all purposes Effective Time to actively accrue benefits under all employee a tax-qualified defined benefit plans maintained by Parent or an affiliate of Parent for and its Subsidiaries. Without limiting the benefit generality of the Continuing Employeesforegoing, including vacation or other paid timeuntil the date that is 18 months following the Effective Time, Parent shall cause to be maintained in place, in accordance with its terms as of the date of this Agreement the Temple-off plans or arrangementsInland Enhanced Severance Pay Policy, 401(k), pension or other retirement plans which is set forth on Schedule 6.8(a) of the Company Disclosure Letter and any severance policy for hourly or health part time employees who are not subject to collective bargaining agreements that is included in an employee handbook or welfare similar document as of the date of this Agreement. For 2011, the Company and the Company Subsidiaries shall pay bonuses to the Affected Employees at the earlier of (x) the Effective Time or (y) the date on which short term bonuses are ordinarily paid to Affected Employees based on the greater of target level and actual performance in respect of the portion of the 2011 year from January 1, 2011 through December 31, 2011 or, if earlier, the Effective Time. If the Effective Time has not occurred by January 1, 2012, the Company may establish for 2012 annual incentive targets and performance goals that are substantially similar to the annual incentive targets and performance goals under the Company’s 2011 annual incentive compensation plan and the Company and the Company Subsidiaries shall pay pro-rata bonuses for 2012 at the target level to Affected Employees at the Effective Time. Parent shall cause the Affected Employees to participate in short-term annual incentive compensation plans of Parent and its Subsidiaries for 2012 or, if the Effective Time occurs in 2012, for the remainder of 2012, that provide short-term annual incentive compensation opportunities that are, in the aggregate, substantially comparable to those provided to similarly situated employees of Parent and its Subsidiaries (other than for purposes of equity incentive compensation the Surviving Corporation and determining any accrued benefit under any defined benefit pension plan or as would result in a duplication of benefitsits Subsidiaries).

Employee Benefits Matters. (a) Following During the Closing, Parent shall, or shall cause period beginning on the Surviving Corporation to, assume, honor Closing Date and fulfill all ending on the first (1st) anniversary of the Company Benefit Plans in accordance Closing Date (or such shorter period as such individual is employed with their terms as in effect immediately prior to the date of this Agreement or as subsequently amended as permitted pursuant to the terms of such Company Benefit Plans. For a period of 12 months following the Effective TimeGroup Company), Parent Purchaser shall provide (provide, or cause the Surviving Corporation or another affiliate of Parent applicable Group Company to provide) to provide each employee of persons who is employed by the Company or any Group Company as of the any Closing Date (the “Employees”), and who remains employed by a Group Company Subsidiary who continues in employment with the Surviving Corporation or any other affiliate of Parent following the Effective Time (each, a “Continuing Employee”) its Affiliates during such period with (i) a base the same salary or hourly wage rate, rate as applicable, and cash bonus opportunity that are no less than the base salary or hourly wage rate, as applicable, and cash bonus opportunity provided to such Continuing Employee immediately prior to the Effective TimeClosing Date, and (ii) other employee benefits (including, without limitation, employee health and welfare and retirement benefits), other than equity short-term cash incentive compensation and severance or post-termination benefits, which opportunities that are no less favorable in than the aggregate than at Parent’s option short-term cash incentive compensation opportunities as those made available to either (Ax) those employee benefits provided to such Continuing the Employee immediately prior to the Effective Time Closing or (y) to similarly situated employees of the Purchaser or its Affiliates from time to time, and (iii) employee benefits (excluding any equity arrangements, defined benefit pension benefits, non-qualified deferred compensation and retiree health or welfare benefits) that are substantially similar in the aggregate to either (A) the Employee Benefit Plans and other benefit or compensation plans, programs, agreements or arrangements maintained by the Group Companies and provided to the Employees as of the Closing Date, or (B) those the employee benefits that Parent or its affiliates provide benefit plans offered to their similarly situated employees during such periodof Purchaser or its Affiliates from time to time. Purchaser further agrees that, from and after the Closing Date, Purchaser shall and shall cause each Group Company and its Affiliates to grant each Employee credit for any service with a Group Company earned prior to the Closing Date (a) for eligibility and vesting purposes and, for purposes of vacation accrual and severance benefit determinations under any benefit or compensation plan, program, agreement or arrangement that may be established or maintained by Purchaser or the Group Companies or any of their Affiliates on or after the Closing Date (the “New Plans”), other than (i) with respect to any equity-based arrangement, benefit accrual under any defined benefit plans or nonqualified deferred compensation plan or for eligibility purposes under any retiree health or welfare plans, (ii) as would result in any duplication of benefits, (iii) where service is not recognized under a similar Employee Benefit Plan of the Group Company immediately prior to the Closing, and (iv) where service credit is not afforded to similarly situated employees of Purchaser generally. In addition, for a period Purchaser shall (A) cause to be waived all pre-existing condition exclusions and actively-at-work requirements and similar limitations, eligibility waiting periods and evidence of 18 months following insurability requirements under any New Plans to the Effective Time, Parent shall provide extent waived or satisfied by an Employee (or cause the Surviving Corporation or another affiliate of Parent to providedependent) to each Continuing Employee severance and post-termination benefits at least as favorable as the severance and post-termination benefits provided under Company Benefit Plans (after giving effect to the transactions contemplated by this Agreement) in which such Continuing Employee participates and/or to which such Continuing Employee is a party as of immediately prior to the Effective Time. Effective as of the Effective Time Closing Date under any corresponding Employee Benefit Plan and thereafter(B) use commercially reasonable efforts to cause any deductible, Parent shall provide, co-insurance and covered out-of-pocket expenses paid on or shall cause before the Surviving Corporation Closing Date during the applicable plan year in which the Closing occurs by any Employee (or covered dependent thereof) to provide, that periods of employment with the Company (including any current or former affiliate of the Company or any predecessor of the Company to the extent recognized by the Company) shall be taken into account for all purposes under all employee benefit plans maintained by Parent or an affiliate of Parent satisfying the corresponding deductible, coinsurance and maximum out-of-pocket provisions for the benefit remainder of the Continuing Employees, including vacation or other paid time-off plans or arrangements, 401(k), pension or other retirement plans and any severance or health or welfare plans (other than for purposes of equity incentive compensation and determining any accrued benefit such year under any defined benefit pension plan or as would result in a duplication of benefits)applicable New Plan.

Employee Benefits Matters. (a) Following the Prior to Closing, Parent shall, or the Purchaser shall cause FCP to identify, from the Surviving Corporation employees listed on SECTION 8H of the Seller Disclosure Letter, those employees to whom FCP intends to offer employment at Closing (the employees listed on SECTION 8H of the Seller Disclosure Letter to which such employment is offered, the "BUSINESS EMPLOYEES"), and, effective immediately upon Closing, BC shall terminate, and the Purchaser shall cause FCP to offer employment to, assumeeach such Business Employee on terms and conditions consistent with persons in similar positions with similar experience with the Purchaser (those Business Employees who accept employment with Purchaser shall be "TRANSFERRED EMPLOYEES"); PROVIDED that, honor and fulfill all notwithstanding the foregoing, the Sellers may deliver written notice to the Purchaser not later than five (5) business days after the date hereof identifying one or more individuals listed on SECTION 8H of the Company Benefit Plans in accordance with their terms as in effect immediately prior Seller Disclosure Letter that works at the Xxxxxxx, Alabama facility and any such individual will not be a Business Employee or Transferred Employee hereunder. Purchaser agrees that it shall cause FCP to the date of this Agreement or as subsequently amended as permitted pursuant offer employment to the terms of such Company Benefit Plans. For a period of 12 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each employee of the Company or the any Company Subsidiary who continues in employment with the Surviving Corporation or any other affiliate of Parent following the Effective Time (each, a “Continuing Employee”) with (i) a base salary or hourly wage rate, as applicable, and cash bonus opportunity that are no less than the base salary or hourly wage rate, as applicable, and cash bonus opportunity provided to such Continuing Employee immediately prior to the Effective Time, and (ii) other employee benefits (including, without limitation, employee health and welfare and retirement benefits), other than equity incentive compensation and severance or post-termination benefits, which 70 individuals that are no less favorable in the aggregate than at Parent’s option either (A) those employee benefits provided to such Continuing Employee immediately prior to the Effective Time or (B) those employee benefits that Parent or its affiliates provide to their similarly situated employees during such periodBusiness Employees. In addition, for a period in the event that any of 18 months following the Effective TimeTransferred Employees is terminated without cause at any time within two years after the Closing, Parent the Purchaser shall provide (or cause FCP to pay the Surviving Corporation or another affiliate of Parent to provide) to each Continuing maximum severance pay that such Transferred Employee severance and post-termination benefits at least as favorable as would have received under the severance and post-termination benefits provided under Company Benefit Plans (after giving pay plan of Sellers or their Affiliates as in effect to the transactions contemplated by this Agreement) in which such Continuing Employee participates and/or to which such Continuing Employee is a party as of immediately prior to the Effective Time. Effective as of the Effective Time Closing Date and thereafter, Parent shall provide, or as disclosed on SECTION 8H of the Seller Disclosure Letter. The Purchaser shall cause FCP to be solely responsible for satisfying the Surviving Corporation to provide, that periods continuation coverage requirements of employment with the Company (including any current or former affiliate Section 4980B of the Company or any predecessor of the Company to the extent recognized by the Company) shall be taken into account Code for all purposes under all employee benefit plans maintained by Parent or an affiliate of Parent for the benefit of the Continuing Employees, including vacation or other paid time-off plans or arrangements, 401(k), pension or other retirement plans Transferred Employees and any severance or health or welfare plans (other than for purposes of equity incentive compensation and determining any accrued benefit under any their covered dependants that are "M&A qualified beneficiaries" as such term is defined benefit pension plan or as would result in a duplication of benefits)Treas. Reg. Section 54.

Employee Benefits Matters. (a) Following the Closing, Parent shall, or shall cause the Surviving Corporation to, assume, honor and fulfill all of the Company Benefit Plans in accordance with their terms as in effect immediately prior to the date of this Agreement or as subsequently amended as permitted pursuant to the terms of such Company Benefit Plans. For a period of 12 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each employee of the Company or the any Company Subsidiary who continues in employment with the Surviving Corporation or any other affiliate of Parent following the Effective Time (each, a “Continuing Employee”) with (i) a base salary or hourly wage rate, as applicable, and cash bonus opportunity that are no less than the base salary or hourly wage rate, as applicable, and cash bonus opportunity provided to such Continuing Employee immediately prior to the Effective Time, and (ii) other employee benefits (including, without limitation, employee health and welfare and retirement benefits), other than equity incentive compensation and severance or post-termination benefits, which are no less favorable in the aggregate than at Parent’s option either (A) those employee benefits provided to such Continuing Employee immediately prior to the Effective Time or (B) those employee benefits that Parent or its affiliates provide to their similarly situated employees during such period. In addition, for a period of 18 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each Continuing Employee severance and post-termination benefits at least as favorable as the severance and post-termination benefits provided under Company Benefit Plans (after giving effect to the transactions contemplated by this Agreement) in which such Continuing Employee participates and/or to which such Continuing Employee is a party as of immediately prior to the Effective Time. Effective as of the Effective Time and and, except as otherwise provided in clause (iv) below, for a period of one year thereafter, Parent Gannett shall provide, or shall cause the Surviving Corporation to provide, to each employee of the Company or the Company Subsidiaries who continues to be employed by the Company or the Surviving Corporation or any of their respective Subsidiaries (other than such employees covered by a Collective Bargaining Agreement or employees participating in the Belo Change in Control Severance Plan (“CIC Plan Participant”)) (each, an “Affected Employee”), (i) a base salary or regular hourly wage, whichever is applicable, that periods is no less favorable than the base salary or regular hourly wage provided to such Affected Employee by the Company immediately prior to the Effective Time; provided that Gannett shall have the right to reduce the base salary or regular hourly wages of an Affected Employee consistent with such reductions that are made to similarly situated employees of the Broadcasting Segment of Gannett, (ii) commission opportunities that are no less favorable than the commission opportunities provided to such Affected Employee by the Company immediately prior to the Effective Time; provided that commissions will only be paid to extent of satisfaction of the specified performance goals, (iii) benefits under qualified defined contribution retirement plans that are no less favorable than those provided to such Affected Employee by the Company immediately prior to the Effective Time, and (iv) welfare benefits that (A) for the remaining portion of the 2013 calendar year, are no less favorable than the welfare benefits provided to such Affected Employee by the Company immediately prior to the Effective Time, and (B) for the 2014 calendar year are, in the aggregate, substantially similar to the welfare benefits provided to such Affected Employee by the Company in the 2013 calendar year, modified as necessary so that the increase to the aggregate budgeted welfare benefits costs to the Company of all such plans for the 2014 calendar year does not exceed 5% of the aggregate budgeted welfare benefits costs to the Company of all such plans for the 2013 calendar year (assuming no significant change in the number of participants in such plans from 2013 to 2014); provided, however, that with respect to “paid time off” benefits, Gannett will maintain, or cause the Surviving Corporation to maintain, the Company’s paid time off policy and honor all accruals thereunder through December 31, 2014 and there will be no carryover of paid time off benefits after 2014. Additionally, effective as of the Effective Time, with respect to Affected Employees who are eligible to participate in the Company’s incentive plans immediately prior to the Effective Time, the following will apply with respect to their incentive opportunities: (x) for the remaining portion of the 2013 fiscal year of the Surviving Corporation, Gannett will maintain, or cause the Surviving Corporation to maintain, the Company’s annual cash bonus programs as in effect immediately prior to the Effective Time and shall administer (or cause to be administered) such plans in a manner consistent with the Company’s practices prior to the Effective Time and the provisions set forth in Section 6.7(a)(i) of the Company Disclosure Letter, and (y) for the 2014 fiscal year of the Surviving Corporation, (I) Gannett will provide, or cause the Surviving Corporation to provide, such Affected Employees with an annual cash bonus program on a basis and with terms and conditions that are no less favorable than the program that is offered to similarly situated employees of the Broadcasting Segment of Gannett and (II) such Affected Employees will be eligible for participation in the Gannett equity incentive compensation program on a basis and with terms and conditions that are no less favorable than those offered to similarly situated employees of the Broadcasting Segment of Gannett. Without limiting the generality of the foregoing, for the one year period following the Effective Time, Gannett shall, or shall cause the Surviving Corporation to provide each Affected Employee who incurs a termination of employment that would entitle such employee to severance benefits under the circumstances set forth in Section 6.7(a)(ii) of the Company Disclosure Letter (the “Severance Plan”) with severance benefits in amounts and on terms and conditions consistent with the Severance Plan, with any such severance to be determined based on the Affected Employee’s base salary or regular hourly wage as in effect immediately prior to the Effective Time (or any higher amount as in effect thereafter) and taking into account the Affected Employee’s continuous service with the Company (including any current or former affiliate of the Company or any predecessor of the Company Company) prior to the extent recognized Effective Time and with Gannett (or any of its affiliates including the Company and its affiliates) after the Effective Time. Each employee of the Company or the Company Subsidiaries who as of immediately prior to the Effective Time is covered by the Company) a Collective Bargaining Agreement shall be taken into account for all purposes under all employee benefit plans maintained by Parent or an affiliate of Parent for provided with compensation and benefits consistent with the benefit terms of the Continuing Employees, including vacation or other paid time-off plans or arrangements, 401(k), pension or other retirement plans and any severance or health or welfare plans (other than for purposes of equity incentive compensation and determining any accrued benefit under any defined benefit pension plan or as would result applicable Collective Bargaining Agreement in a duplication of benefits)effect.

Employee Benefits Matters. (a) Following From and after the ClosingEffective Time until the first anniversary of the Effective Time, Parent shall, or shall and shall cause the Surviving Corporation toto comply with all severance arrangements, assumeplans or agreements in effect at the Company at the Effective Time for hourly employees. From and after the Effective Time until the first anniversary of the Effective Time, honor Parent shall and fulfill all shall cause the Surviving Corporation to either maintain the Company's compensation levels and Company Benefit Plans or provide compensation and employee benefits under Benefit Plans to the employees and former employees of the Company and its respective Subsidiaries (the "Company Employees") that are, in the aggregate, no less favorable than those provided to such persons pursuant to the Company Benefit Plans in accordance with their terms as in effect immediately prior to the Effective Time; provided however, that for employees who are participants in the Company's leveraged employee stock ownership plan ("LESOP") on the date hereof, the aggregate compensation and benefits in effect immediately prior to the Effective Time shall be determined assuming an allocation for the LESOP and related excess cash payments equal to 15% of compensation (as compensation is determined in accordance with the Company's historical practices) with respect to the LESOP participants in the aggregate. Service with the Company and its Subsidiaries shall be credited as service under Parent's Benefit Plans to the extent that such credit does not result in duplication of benefits. Parent shall honor or shall cause the Surviving Corporation to honor any retention program, each employment agreement, the Company's Officers Severance Program, Severance Pay Plan, and Salaried Employees Compensation and Benefits Protection Plan, each executive separation agreement and other severance plans or programs (of which any material severance plan or program has been disclosed in the Company Disclosure Schedule) in effect immediately prior to the Effective Time in accordance with their terms, provided that, subject to the requirements of the first two sentences of this Agreement Section 5.5, nothing herein shall prevent Parent from terminating or as subsequently amended as permitted pursuant reducing benefits under those arrangements to the extent permissible under the terms of such agreements, programs or plans. In the event that any of the Company's Benefit Plans (to the extent disclosed to Parent on the date hereof and subject to Section 5.5(b)) prohibit termination or modification in the event of a Change in Control, Parent agrees to and to cause the Surviving Corporation to abide by the terms thereof. Parent acknowledges that shareholder approval of the Merger shall constitute a "Change in Control" for purposes of the Company's Benefit Plans to the extent consistent with the terms of such Company Benefit Plans. For a period of 12 months As promptly as practicable following the Effective Time, but in no event later than 45 days, Parent shall provide (pay or shall cause the Surviving Corporation or another affiliate of Parent to provide) pay to eligible plan participants and to each employee covered by one of the Company's bonus plans for 2001, who in either case is also an employee of the Company or at the any Company Subsidiary who continues in employment with Effective Time, a cash bonus for the Surviving Corporation or any other affiliate employee's service for such period from January 1, 2001 through the Effective Time. The amount of Parent following cash bonus for each employee shall be an amount equal to the product of (i) the employee's 2001 target bonus as adjusted to reflect actual performance through the Effective Time (each, a “Continuing Employee”) with (i) a base salary or hourly wage rate, as applicable, and cash bonus opportunity that are no less than determined by the base salary or hourly wage rate, as applicable, and cash bonus opportunity provided to such Continuing Employee immediately Company's Board of Directors prior to the Effective Time, and multiplied by (ii) other employee benefits (including, without limitation, employee health and welfare and retirement benefits), other than equity incentive compensation and severance or post-termination benefits, which are no less favorable in the aggregate than at Parent’s option either quotient of (A) those employee benefits provided to such Continuing Employee immediately prior to the number of weeks between January 1, 2001 and the Effective Time or divided by (B) those employee benefits that Parent or its affiliates provide to their similarly situated employees during such period52. In addition, for a period of 18 months following the Effective Time, Parent shall provide (or cause not take any action which would reduce the Surviving Corporation or another affiliate allocations which would otherwise be made under the LESOP feature of Parent the Company's 401(K) Plan for Salaried Employees for the plan year ending June 30, 2001 to provide) to each Continuing Employee severance and post-termination benefits at least as favorable as the severance and post-termination benefits provided under Company Benefit Plans (after giving effect to the transactions contemplated by this Agreement) employees who are participants in which such Continuing Employee participates and/or to which such Continuing Employee is a party as of that plan immediately prior to the Effective Time. Effective as of Without limiting the Effective Time and thereafterforegoing, Parent shall providecause Dividend Replacement Contributions (as defined under the LESOP) to be made to such plan for the June 30, 2001 plan year consistent with the Company's historical practices, and shall not permit any action which would extend participation to any groups of employees who are not participants in the LESOP immediately prior to the Effective Time. To the extent that LESOP allocations to any participants for such plan year are limited by reason of any provision of the plan or the Code, Parent shall cause the Surviving Corporation to provide, that periods of employment make corresponding cash payments to such participants in accordance with the Company (including any current or former affiliate of Company's historical practices. From and after the Company or any predecessor of Effective Time until the Company six month anniversary thereof, Parent shall cause the Surviving Corporation to the extent recognized by the Company) shall be taken into account provide at least 30 days notice prior to terminating, for all purposes under all employee benefit plans maintained by Parent or an affiliate of Parent for the benefit of the Continuing Employees, including vacation or other paid time-off plans or arrangements, 401(k), pension or other retirement plans and any severance or health or welfare plans (reasons other than for purposes cause, any Company Employee whose options will terminate on the last day of equity incentive compensation and determining any accrued benefit under any defined benefit pension plan or as would result in a duplication of benefits)employment.

Employee Benefits Matters. (a) Following the Closing, Parent shall, or shall cause the Surviving Corporation to, assume, honor and fulfill all of the Company Benefit Plans in accordance with their terms as in effect immediately prior to the date of this Agreement Effective Time or as subsequently amended as permitted pursuant to the terms of such Company Benefit Plans. For Notwithstanding the generality of the foregoing, for a period of 12 twelve (12) months following the Effective Time, unless otherwise noted, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each employee of the Company or the any Company Subsidiary who continues in employment with the Surviving Corporation or any other affiliate of Parent their respective affiliates following the Effective Time (each, a “Continuing Employee”) with (i) a base salary or hourly wage rate, as applicable, and cash bonus opportunity that are that, in each case, is no less than the base salary or hourly wage rate, as applicable, and provided to such Continuing Employee immediately prior to the Effective Time, (ii) a cash bonus opportunity, but only through the end of the calendar year during which the Closing occurs, that is no less than the cash bonus opportunity provided to such Continuing Employee immediately prior to the Effective Time, and (iiiii) other employee benefits (including, without limitation, employee health health, welfare, retirement, and welfare and retirement fringe benefits), other than defined benefit pension, deferred compensation, equity incentive compensation compensation, and severance or post-termination benefits, which are no less favorable in the aggregate than at Parent’s option either (A) those employee benefits provided to such Continuing 57 Employee immediately prior to the Effective Time Time; and (iv) solely in the case of Continuing Employees who do not receive severance or (B) those employee benefits that Parent or its affiliates provide to their similarly situated employees during such period. In addition, for a period of 18 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each Continuing Employee severance and post-termination benefits at least as favorable as pursuant to any individual agreement, the severance and post-termination benefits provided under Company Benefit Plans (after giving effect to the transactions contemplated by this Agreement) in which such Continuing Employee participates and/or to which such Continuing Employee is a party as of immediately prior to the Effective Timeset forth on Schedule 6.7(a)(iii). Effective as of the Effective Time and thereafter, Parent shall provide, or shall cause the Surviving Corporation to provide, that periods of employment with the Company (including any current or former affiliate of the Company or any predecessor of the Company to the extent recognized by the Company) shall be taken into account for all purposes under all employee benefit plans maintained by Parent or an affiliate of Parent for the benefit of the Continuing Employees, including vacation or other paid time-off plans or arrangements, 401(k), pension or other retirement plans and any severance or health or welfare plans (other than for purposes of equity incentive compensation and determining any accrued benefit under any defined benefit pension plan or as would result in a duplication of benefits).

Employee Benefits Matters. (a) Following Effective as of the ClosingEffective Time and for a period of two (2) years thereafter, Parent shallshall provide, or shall cause the Surviving Corporation to, assume, honor and fulfill all of the Company Benefit Plans in accordance with their terms as in effect immediately prior to the date of this Agreement or as subsequently amended as permitted pursuant to the terms of such Company Benefit Plans. For a period of 12 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) , to each employee of the Company or the any Company Subsidiary who continues in employment with to be employed by the Company or the Surviving Corporation or any other affiliate of Parent following (the Effective Time (each“Affected Employees”), a “Continuing Employee”) with (i) a base salary or regular hourly wage ratewage, as whichever is applicable, and cash bonus opportunity that are no is not less than the base salary or regular hourly wage rateprovided to such Affected Employee by the Company immediately prior to the Effective Time, as applicable(ii) bonus opportunity, sales and cash bonus service incentive award compensation opportunity provided to such Continuing Affected Employee by the Company immediately prior to the Effective Time, and (iiiii) other employee benefits (includingexcluding defined benefit pension plan benefits and any equity award opportunities) that are, without limitation, employee health and welfare and retirement benefits), other than equity incentive compensation and severance or post-termination benefits, which are no less favorable in the aggregate than at Parent’s option either aggregate, substantially comparable to (A) those employee benefits provided to such Continuing Affected Employee immediately prior to (including all dependents) by the Effective Time or (B) those employee benefits that Parent or its affiliates provide to their similarly situated employees during such period. In addition, for a period of 18 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each Continuing Employee severance and post-termination benefits at least as favorable as the severance and post-termination benefits provided under Company Benefit Plans (after giving effect to the transactions contemplated by this Agreement) in which such Continuing Employee participates and/or to which such Continuing Employee is a party as of immediately prior to the Effective Time, but in no event less than (B) those provided to those generally offered from time to time to similarly situated employees of Parent. Effective as of the Effective Time and thereafter, Parent shall provide, or shall cause the Surviving Corporation to provide, that periods of employment with the Company (including including, without limitation, any current or former affiliate of the Company or any predecessor of the Company Company) shall, to the extent recognized by the Company) shall , be taken into account for all purposes of determining, as applicable, the eligibility for participation and vesting of any Affected Employee under all employee benefit plans maintained by Parent or an affiliate of Parent for the benefit of the Continuing Affected Employees, including including, without limitation, vacation or other paid time-off plans or arrangements, 401(k), pension ) or other retirement plans and any severance or health or welfare plans (other than for purposes of equity incentive compensation and determining any accrued benefit under any defined benefit pension plan or plans, except as would result in a duplication of benefits. Effective as of the Effective Time and thereafter, Parent shall, and shall cause the Surviving Corporation to, (x) reduce any period of limitation on health benefits coverage of Affected Employees due to pre-existing conditions (or actively at work or similar) under the applicable health benefits plan of Parent or an affiliate of Parent by the number of days of an individual’s “creditable coverage,” to the extent required by Section 701 of ERISA, (y) except for insured benefit plans (if required by applicable Law), waive any and all eligibility waiting periods and evidence of insurability requirements with respect to such Affected Employees to the extent such eligibility waiting periods or evidence of insurability requirements were waived with respect to the Affected Employees under the Benefits Plans and (z) credit each Affected Employee with all deductible payments, out-of-pocket or other co-payments paid by such employee under the health benefit plans of the Company or its affiliates prior to the Closing Date during the year in which the Closing occurs for the purpose of determining the extent to which any such employee has satisfied his or her deductible and whether he or she has reached the out-of-pocket maximum under any health benefit plan of Parent or an affiliate of Parent for such year. The Offer and the Merger shall not affect any Affected Employee’s accrual of, or right to take, any accrued but unused personal, sick or vacation days pursuant to any policies applicable to such Affected Employee immediately prior to the Effective Time.

Employee Benefits Matters. All employees of the Company (athe “Company Employees”) Following who are employed by the Company immediately prior to the Closing, including those on vacation and authorized leave of absence (including, without limitation, family medical leave, military leave, sick leave, and short-term disability leave), will remain employed immediately following the Closing (such employees in the United States, the “U.S. Continuing Employees”). From and after the Effective Time, Parent shall, or and shall cause the Surviving Corporation to, assume, honor honor, pay, perform and fulfill satisfy any and all liabilities, obligations and responsibilities to or in respect of all Company Employees arising under the Company Benefit Plans in accordance with their terms of each Employee Plan, as in effect immediately prior to the date of this Agreement or Effective Time, for as subsequently amended long as permitted pursuant to the terms of such Company Benefit PlansEmployee Plan is in effect. For a period of 12 months following the Effective Time, Parent shall provide not less than one (or cause the Surviving Corporation or another affiliate of Parent to provide1) to each employee of the Company or the any Company Subsidiary who continues in employment with the Surviving Corporation or any other affiliate of Parent year following the Effective Time (eachthe “Benefits Continuation Period”), a “Parent shall, and shall cause the Surviving Corporation to, provide each U.S. Continuing Employee”) Employee with (i) a base salary (or hourly wage ratebase wages) and annualized cash target bonuses, as applicablein the aggregate, and cash bonus opportunity that are no less favorable than the base salary (or hourly wage ratebase wages) and annualized cash target bonuses, as applicablein the aggregate, and cash bonus opportunity provided to such U.S. Continuing Employee immediately prior to the Effective Time, and (ii) other employee benefits (including, without limitation, employee health and welfare and retirement benefits), other than equity incentive compensation and severance or postequity-termination based benefits, which ) that are no less favorable substantially comparable in the aggregate than at Parent’s option either (A) those to the employee benefits provided to such U.S. Continuing Employee immediately prior to the Effective Time or (B) those employee benefits that Parent or its affiliates provide to their similarly situated employees during such periodTime. In addition, for a period of 18 months following From and after the Effective Time, for the purposes of determining eligibility to participate, vesting and entitlement to benefits where length of service is relevant under any benefit plan or arrangement of Parent, the Surviving Corporation or any of their respective Affiliates, Parent shall, and shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to to, cause each U.S. Continuing Employee severance and post-termination benefits at least as favorable as to receive service credit for service with the severance and post-termination benefits provided Company to the same extent such service credit was granted under Company Benefit the Employee Plans (after giving effect to other than for the transactions contemplated by this Agreementpurposes of benefit accrual under a defined benefit plan) in which such Continuing Employee participates and/or to which such Continuing Employee is a party as of immediately prior to the Effective Time. Effective as of the Effective Time Parent shall, and thereafter, Parent shall provide, or shall cause the Surviving Corporation to provide(i) waive all limitations as to preexisting conditions exclusions and waiting periods with respect to participation and coverage requirements applicable to the U.S. Continuing Employees (and any dependents or beneficiaries thereof) under any welfare benefit plans that such employees may be eligible to participate in after the Effective Time, other than limitations or waiting periods that periods are already in effect with respect to such employees and that have not been satisfied as of employment the Effective Time under any welfare benefit plan maintained for the U.S. Continuing Employees immediately prior to the Effective Time and (ii) use commercially reasonable efforts to provide each U.S. Continuing Employee with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Effective Time. Parent shall, and shall cause the Surviving Corporation to, honor all vacation, personal and sick days accrued by Company (including any current or former affiliate Employees under the plans, policies, programs and arrangements of the Company or any predecessor of the Company immediately prior to the extent recognized by the Company) Effective Time. Nothing in this Section 7.03 shall be taken into account for all purposes under all employee benefit plans maintained by Parent or an affiliate of Parent for the benefit of the Continuing Employees, including vacation deemed to amend any Employee Plan or other paid time-off plans plan, agreement or arrangementsarrangement, 401(k), pension or other retirement plans and the provisions of this Section 7.03 are not intended to confer upon any severance or health or welfare plans (person other than for purposes the parties hereto any rights or remedies hereunder, nor to change the at-will status of equity incentive compensation and determining any accrued benefit under any defined benefit pension plan or as would result in a duplication of benefits)Company Employee who is currently an at-will employee.

Employee Benefits Matters. (a) Following Parent hereby agrees that, for a period commencing upon the ClosingEffective Time and ending on December 31, 2016 (or if shorter, during the period of employment), Parent shall, or it shall cause the Surviving Company and its Subsidiaries to, (i) provide each employee of the Company and of each of the Company Subsidiaries as of the Effective Time (each, an “Employee”), other than any Employee covered by a Collective Bargaining Agreement (each, a “Union Employee”) with at least the same level of base salary that was provided to each such Employee immediately prior to the Effective Time, (ii) provide each Employee with a cash incentive compensation opportunity that is at least equal to that provided to the Employee immediately prior to the Effective Time and (iii) provide the Employees with employee benefits (other than equity-based awards and defined benefit or non-qualified arrangements) that are no less favorable in the aggregate than the employee benefits (other than equity-based awards and defined benefit or non-qualified arrangements) provided to such Employees immediately prior to the Effective Time. From and after the Effective Time, Parent shall cause the Surviving Company and its Subsidiaries to honor in accordance with their terms, all Plans as in effect immediately prior to the Effective Time that are applicable to any current or former employees or directors of the Company or any Company Subsidiary, including all severance agreements listed on Section 3.10(a) of the Company Disclosure Schedule, it being understood that the foregoing shall not limit the right of Parent and its Subsidiaries, including the Surviving Company, to amend or terminate any Plan in accordance with its terms. Notwithstanding the foregoing, (x) any applicable cash incentive compensation performance period in effect as of the Closing Date and scheduled to end after December 31 of the year in which the Closing Date occurs shall end on December 31 of the year in which the Closing Date occurs, and any applicable payment thereunder shall be made subject to appropriate adjustment and pro-ration, and (y) the following performance period shall begin on January 1 of the immediately following calendar year. With respect to Union Employees, Parent shall, or shall cause the Surviving Corporation Company and its Subsidiaries to, assume, honor and fulfill all of the Company Benefit Plans in accordance with their terms all applicable Collective Bargaining Agreements as in effect immediately prior to the date of this Agreement or as subsequently amended as permitted pursuant to the terms of such Company Benefit Plans. For a period of 12 months following the Effective Time, it being understood that the foregoing shall not limit the right of Parent shall provide (or cause and its Subsidiaries, including the Surviving Corporation Company, to amend or another affiliate of Parent to provide) to each employee of the Company or the terminate any Company Subsidiary who continues Collective Bargaining Agreement in employment accordance with the Surviving Corporation or any other affiliate of Parent following the Effective Time (each, a “Continuing Employee”) with (i) a base salary or hourly wage rate, as applicable, and cash bonus opportunity that are no less than the base salary or hourly wage rate, as applicable, and cash bonus opportunity provided to such Continuing Employee immediately prior to the Effective Time, and (ii) other employee benefits (including, without limitation, employee health and welfare and retirement benefits), other than equity incentive compensation and severance or post-termination benefits, which are no less favorable in the aggregate than at Parent’s option either (A) those employee benefits provided to such Continuing Employee immediately prior to the Effective Time or (B) those employee benefits that Parent or its affiliates provide to their similarly situated employees during such period. In addition, for a period of 18 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each Continuing Employee severance and post-termination benefits at least as favorable as the severance and post-termination benefits provided under Company Benefit Plans (after giving effect to the transactions contemplated by this Agreement) in which such Continuing Employee participates and/or to which such Continuing Employee is a party as of immediately prior to the Effective Time. Effective as of the Effective Time and thereafter, Parent shall provide, or shall cause the Surviving Corporation to provide, that periods of employment with the Company (including any current or former affiliate of the Company or any predecessor of the Company to the extent recognized by the Company) shall be taken into account for all purposes under all employee benefit plans maintained by Parent or an affiliate of Parent for the benefit of the Continuing Employees, including vacation or other paid time-off plans or arrangements, 401(k), pension or other retirement plans and any severance or health or welfare plans (other than for purposes of equity incentive compensation and determining any accrued benefit under any defined benefit pension plan or as would result in a duplication of benefits)terms.

Employee Benefits Matters. (a) Following the Closing, Parent shall, or shall cause the Surviving Corporation to, assume, honor and fulfill all of the Company Benefit Plans in accordance with their terms as in effect immediately prior to the date of this Agreement or as subsequently amended as permitted pursuant to the terms of such Company Benefit Plans. For a period of 12 at least twelve (12) months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each employee provide the employees of the Company and the Subsidiaries who remain employed by Parent, Merger Sub or their subsidiaries after the any Effective Time (the “Company Subsidiary who continues in employment Employees”) with employee benefits that are substantially comparable to those provided to similarly-situated employees of Parent, the Surviving Corporation or any other affiliate of their subsidiaries. Parent following shall, and shall cause the Surviving Corporation to, use commercially reasonable efforts to make appropriate arrangements with its insurance carriers to treat, and cause the applicable benefit plans to treat, the service of the Company Employees with the Company or the Subsidiaries attributable to any period before the Effective Time (eachas service rendered to Parent or the Surviving Corporation for purposes of eligibility waiting periods, a “Continuing Employee”) with (i) a base salary or hourly wage rateparticipation and vesting, as applicablebut not for any other purposes, and cash bonus opportunity that are no less than the base salary or hourly wage rate, as applicable, and cash bonus opportunity provided to such Continuing Employee immediately prior to the Effective Time, and (ii) other employee benefits (including, without limitation, employee health and welfare and retirement benefits)benefit accrual, other than equity incentive compensation and severance or post-termination benefits, which are no less favorable in the aggregate than at Parent’s option either (A) those employee benefits provided to such Continuing Employee immediately prior to the Effective Time or (B) those employee benefits that Parent or its affiliates provide to their similarly situated employees during such period. In addition, for a period of 18 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each Continuing Employee severance and post-termination benefits at least as favorable as the severance and post-termination benefits provided under Company Benefit Plans (after giving effect to the transactions contemplated by this Agreement) in which such Continuing Employee participates and/or to which such Continuing Employee is a party as of immediately prior to the Effective Time. Effective as of the Effective Time and thereafter, Parent shall provide, or shall cause the Surviving Corporation to provide, that periods of employment with the Company (including any current or former affiliate of the Company or any predecessor of the Company to the extent recognized by the Company) shall be taken into account for all purposes under all employee benefit plans maintained by Parent or an affiliate of its affiliates for which Company Employees become eligible. Without limiting the foregoing, Parent for shall, and shall cause the benefit of the Continuing EmployeesSurviving Corporation to, including vacation or other paid time-off plans or arrangements, 401(k), pension or other retirement plans and use commercially reasonable efforts to make appropriate arrangements with its insurance carriers to not treat any severance or health or welfare plans (other than Company Employee as a “new” employee for purposes of equity incentive compensation and determining any accrued benefit exclusions under any defined health or similar plan of Parent or the Surviving Corporation for a pre-existing medical condition, and to credit any deductibles and co-pays or other amounts paid by a Company Employee under any of the Company’s or any of the Subsidiaries’ health plans for the calendar year containing the Effective Time towards deductibles, co-pays and out-of-pocket maximums under the health plans of Parent or the Surviving Corporation for the plan year containing the Effective Date. Nothing contained in this Section 6.5, whether express or implied, (i) shall be treated as an amendment or other modification of any Plan, or (ii) shall limit the right of the Parent, the Surviving Corporation or any of its Subsidiaries to amend, terminate or otherwise modify any Plan following the Effective Time. The Parent, the Company and the Subsidiaries acknowledge and agree that all provisions contained in this Section 6.5 are included for the sole benefit pension plan of Parent, the Company and the 37 Subsidiaries, and that nothing in this Section 6.5, whether express or as would result implied, shall create any third party beneficiary rights or other rights (i) in a duplication any Person, including without limitation any employees, former employees, any participant in any Plan, or any dependent or beneficiary thereof, or (ii) to continued employment with Parent, the Surviving Corporation, the Subsidiaries or any of benefits)their respective affiliates or continued participation in any Plan.

Employee Benefits Matters. (a) Following Parent agrees to cause the Closing, Parent shall, or shall cause Company and the Subsidiaries and the Surviving Corporation toand its subsidiaries, assumeas the case may be, honor and fulfill all to maintain from the earlier of the Company Benefit date directors designated by Parent or Purchaser have been elected to and constitute a majority of the Board and the Effective Time to the first anniversary of the Effective Time, the Plans in accordance with their terms as in effect immediately prior to on the date of this Agreement or as subsequently amended as permitted pursuant to provide benefits to each current employee of the terms Company and the Subsidiaries that are no less favorable in the aggregate to such employees than those in effect on the date hereof. From and after the earlier of such Company Benefit Plans. For the date directors designated by Parent or Purchaser have been elected to and constitute a period majority of 12 months following the Board and the Effective Time, Parent shall provide (or cause the Company and the Subsidiaries and the Surviving Corporation and its Subsidiaries, as the case may be, to honor in accordance with their terms, all contracts, agreements, arrangements, policies, plans and commitments of the Company and the Subsidiaries as in effect as of the date hereof and set forth in Section 4.10(a) of the Disclosure Schedule, that are applicable to any current or another affiliate of Parent to provide) to each employee former employees or directors of the Company or any Subsidiary, including any change of control provisions. Employees of the Company or any Company Subsidiary who continues in employment with shall receive credit for purposes of eligibility to participate and vesting (but not for benefit accruals) under any employee benefit plan, program or arrangement established or maintained by the Surviving Corporation or any other affiliate of Parent following its subsidiaries for service accrued or deemed accrued prior to the Effective Time (eachwith the Company or any Subsidiary; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. Parent and the Surviving Corporation shall, after the Effective Time, have the right to amend or terminate, in a “Continuing Employee”) manner consistent with (i) a base salary this Section 7.06, any employee benefit plan or hourly wage rate, as applicable, and cash bonus opportunity that are no less than policy which is maintained by the base salary Company or hourly wage rate, as applicable, and cash bonus opportunity provided to such Continuing Employee any Subsidiary immediately prior to the Effective Time, and (ii) other employee benefits (including, without limitation, employee health and welfare and retirement benefits), other than equity incentive compensation and severance or post-termination benefits, which are no less favorable in the aggregate than at Parent’s option either (A) those employee benefits provided to such Continuing Employee immediately prior to the Effective Time or (B) those employee benefits that nothing herein shall require Parent or its affiliates provide to their similarly situated employees during such period. In addition, for a period of 18 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation to maintain any equity program for employees of the Company or another affiliate of Parent to provide) to each Continuing Employee severance and post-termination benefits at least as favorable as the severance and post-termination benefits provided under Company Benefit Plans (after giving effect any Subsidiary which is comparable to the transactions contemplated by this Agreement) in which equity programs maintained for such Continuing Employee participates and/or to which such Continuing Employee is a party as of employees immediately prior to the Effective Time. Effective as of the Effective Time and thereafter, Parent shall provide, or shall cause the Surviving Corporation to provide, that periods of employment with the Company (including any current or former affiliate of the Company or any predecessor of the Company to the extent recognized by the Company) shall be taken into account for all purposes under all employee benefit plans maintained by Parent or an affiliate of Parent for the benefit of the Continuing Employees, including vacation or other paid time-off plans or arrangements, 401(k), pension or other retirement plans and any severance or health or welfare plans (other than for purposes of equity incentive compensation and determining any accrued benefit under any defined benefit pension plan or as would result in a duplication of benefits).

Employee Benefits Matters. (a) Following During the Closing, Parent shall, or shall cause period beginning on the Surviving Corporation to, assume, honor Closing Date and fulfill all ending on the first (1st) anniversary of the Closing Date, Purchaser shall provide each employee of each Group Company Benefit Plans in accordance with their terms as in effect immediately who is employed by a Group Company or any of its Affiliates prior to the date Closing and who continues to be so employed as of this Agreement or as subsequently amended as permitted pursuant to the terms of such Company Benefit Plans. For a period of 12 months immediately following the Effective Time, Parent shall provide Closing (or cause the Surviving Corporation or another affiliate of Parent to provide) to each employee of the Company or the any Company Subsidiary who continues in employment with the Surviving Corporation or any other affiliate of Parent following the Effective Time (each, a “Continuing EmployeeClosing Date Employees”) with with: (i) a base salary or hourly wage rate, rate (as applicable, ) and target annual cash bonus opportunity and other incentive compensation opportunities (excluding equity arrangements) that are (A) prior to January 1, 2024, no less favorable than the base salary or hourly wage rate, as applicable, and cash bonus opportunity those provided to such Continuing Employee employee immediately prior to the Effective TimeClosing Date and (B) on or after January 1, 2024, in the aggregate, no less favorable than those provided to such employee immediately prior to the Closing Date and (ii) other employee benefits (including, without limitation, employee health and welfare and retirement benefits), other than including severance but excluding equity incentive compensation and severance or post-termination benefits, which arrangements) that either are no less favorable in the aggregate than at Parent’s option either (A) those employee benefits no less favorable, in the aggregate, than the Employee Benefit Plans (excluding equity arrangements) provided to such Continuing Employee immediately prior to the Effective Time Closing Date Employees as of the Closing Date, or (B) those employee benefits that Parent on or after January 1, 2024, the same as the Purchaser provides to its affiliates provide to their similarly situated employees during employees. Purchaser further agrees that, from and after the Closing Date, Purchaser shall and shall cause each Group Company and its Affiliates to grant the Closing Date Employees credit for any service with a Group Company earned prior to the Closing Date (x) for eligibility and vesting purposes and (y) for purposes of vacation accrual and severance benefit determinations under any benefit or compensation plan, program, agreement or arrangement that may be established or maintained by Purchaser or the Group Companies or any of their Affiliates on or after the Closing Date (the “New Plans”) to the same extent such periodservice was relevant for the comparable benefit or compensation plan, program, agreement or arrangement of the Group Company. In addition, for a period Purchaser shall: (A) cause to be waived all pre-existing condition exclusions and actively-at-work requirements and similar limitations, eligibility waiting periods and evidence of 18 months following insurability requirements under such New Plans to the Effective Time, Parent shall provide extent waived or satisfied by an employee (or cause dependent) under the Surviving Corporation or another affiliate of Parent to provide) to each Continuing Employee severance and post-termination benefits at least as favorable as the severance and post-termination benefits provided under Company Benefit Plans (after giving effect to the transactions contemplated by this Agreement) in which such Continuing Employee participates and/or to which such Continuing Employee is a party as of immediately prior to the Effective Time. Effective as of the Effective Time and thereafterClosing Date, Parent shall provide, or shall cause provided that the Surviving Corporation to provide, that periods of employment with the Company (including any current or former affiliate of the Company or any predecessor of the Company to the extent recognized foregoing obligation is qualified in its entirety by the Companyconsent of any insurance carrier that insures benefits under any New Plan, which Purchaser shall use reasonable business efforts to obtain, and (B) shall cause any deductible, coinsurance and covered out-of-pocket expenses paid on or before the Closing Date by any employee (or covered dependent thereof) to be taken into account for all purposes of satisfying the corresponding deductible, coinsurance and maximum out-of-pocket provisions after the Closing Date under all employee benefit plans maintained by Parent or an affiliate the New Plans in the year of Parent initial participation if such initial participation occurs in the middle of a plan year. Purchaser agrees that Purchaser and the Group Companies shall be solely responsible for satisfying the benefit continuation coverage requirements of Section 4980B of the Continuing EmployeesCode for all individuals who are “M&A qualified beneficiaries” as such term is defined in Treasury Regulation Section 54.4980B-9. Notwithstanding anything in this Agreement to the contrary, including vacation the terms and conditions of employment for any employees covered by a Labor Agreement shall be governed by the applicable Labor Agreement until the expiration, modification or other paid time-off plans termination of such Labor Agreement in accordance with its terms or arrangements, 401(k), pension or other retirement plans and any severance or health or welfare plans (other than for purposes of equity incentive compensation and determining any accrued benefit under any defined benefit pension plan or as would result in a duplication of benefits).Applicable Law. 55

Employee Benefits Matters. Except as Buyer reasonably determines is necessary or advisable to address any XXXXX-00 Xxxxxxxx, XXXXX-00 or the direct or indirect effect thereof (a) Following the Closingprovided, Parent that Buyer shall, or shall cause to the Surviving Corporation toextent reasonably practicable, assume, honor and fulfill all of consult with the Company Benefit Plans in accordance with their terms as in effect immediately Company’s senior management prior to taking any such action that is material), for the date of this Agreement or as subsequently amended as permitted pursuant to the terms of such Company Benefit Plans. For a period of 12 months following the Effective TimeClosing Date and ending December 31, Parent shall 2021, Buyer will provide (or cause the Surviving Corporation or another affiliate of Parent to providebe provided) to each employee of the employees of the Company or Entities on the any Company Subsidiary who continues in employment with the Surviving Corporation or any other affiliate of Parent following the Effective Time Closing Date (each, a “Continuing Employee”) with ), while employed by Buyer or any Company Entity following the Closing Date, (i) a base salary or hourly wage rate, as applicable, wages and cash bonus opportunity opportunities that are no less favorable than the base salary or hourly wage rate, as applicable, wages and cash bonus opportunity opportunities provided to such Continuing Employee immediately prior to the Effective Time, date hereof and (ii) other employee benefits (includingexcluding equity-related compensation, without limitationnonqualified deferred compensation arrangements, employee health defined benefit pension benefits, and welfare and retirement benefits), other than equity incentive compensation and severance or post-termination or retiree welfare benefits, which in each case subject to applicable Laws and the terms of CBAs and individual employment Contracts) that are no less favorable substantially comparable in the aggregate than at Parent’s option either (A) those to the employee benefits provided to such the Continuing Employee Employees immediately prior to the Effective Time or date hereof (B) those employee benefits that Parent or its affiliates provide to their similarly situated employees during such period. In additionexcluding equity-related compensation, for a period of 18 months following the Effective Timeseverance, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each Continuing Employee severance nonqualified deferred compensation arrangements, defined benefit pension benefits, and post-termination benefits at least as favorable as or retiree welfare benefits, in each case subject to applicable Laws and the severance terms of CBAs and post-termination benefits provided under Company Benefit Plans (after giving effect to the transactions contemplated by this Agreement) in which such Continuing Employee participates and/or to which such Continuing Employee is a party as of immediately prior to the Effective Timeindividual employment Contracts). Effective as of the Effective Time and thereafter, Parent shall provide, or Buyer shall cause the Surviving Corporation to provide, that periods of employment with the Company (including any current or former affiliate employee benefit plans of the Company and its Affiliates established or any predecessor of maintained following the Company to the extent recognized by the Company) shall be taken into account for all purposes under all employee benefit plans maintained by Parent or an affiliate of Parent Closing Date for the benefit of the Continuing Employees, including vacation Employees (the “New Plans”) to credit all service by each Continuing Employee with the Company or other paid time-off plans any of its Subsidiaries (or arrangements, 401(k), pension or other retirement plans and any severance or health or welfare plans (other than predecessors thereof) immediately prior to the Closing Date for purposes of equity incentive compensation eligibility, vesting and determining any accrued benefit under any accrual (but not accrual with respect to a defined benefit pension plan plan) to the same extent such service was recognized by the Company Entities (or predecessors thereof) as of the Closing Date, except, in each case, to the extent such treatment would result in a duplication of benefits)benefits or compensation. Buyer shall use commercially reasonable efforts to (x) cause the Company and its Subsidiaries to waive all pre-existing condition exclusion and actively-at-work requirements and similar limitations, eligibility waiting periods and evidence of insurability requirements under any New Plans to the same extent such conditions were waived or not applicable under the corresponding Employee Benefit Plan and (y) cause any covered expenses incurred for the plan year in which the Closing Date occurs prior to the Closing Date by any Continuing Employee (or covered spouse or dependent thereof) to be credited for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions after the Closing Date under any New Plan. Nothing in this Section 6.09, express or implied, shall: (i) confer upon any Person other than the parties to this Agreement and their respective permitted successors and assigns any legal or equitable rights or remedies of any nature whatsoever (including any third-party beneficiary rights) with respect to the provisions of this Section 6.09; (ii) obligate Buyer or any Company Entity to continue the employment or any particular term of employment of any employee of, or the service relationship of any other service provider to, any Company Entity for any period of time after the Closing; (iii) limit the ability of Buyer or any Company Entity to terminate the employment of any employee of, or the service relationship of any other service provider to, any Company Entity following the Closing in accordance with applicable Law and any pre-existing Contractual relationship; or (iv) be construed as an amendment, waiver, termination, or creation of any benefit or compensation plan, program, agreement, Contract, policy, or arrangement of Buyer or any Company Entity.

Employee Benefits Matters. (a) Following If the ClosingClosing occurs by December 31, 2016, then from the Effective Time through December 31, 2016, Parent shall, or shall cause the Surviving Corporation or any of their respective Affiliates to, assumeprovide to each individual who, honor and fulfill all of the Company Benefit Plans in accordance with their terms as in effect immediately prior to the date of this Agreement or as subsequently amended as permitted pursuant Effective Time is a Company Employee and continues to the terms of such Company Benefit Plans. For a period of 12 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each employee of be employed with the Company or the any Company Subsidiary who continues in employment with the Surviving Corporation or Subsidiary, including any other affiliate individual on an approved leave of Parent following absence (including without limitation short-term disability leave) immediately prior to the Effective Time (each, a the “Continuing EmployeeEmployees”) with ), (i) a base the same salary or hourly wage rate, as applicable, and cash rate provided to such Continuing Employee immediately prior to the Effective Time; (ii) the same target short-term (annual or more frequent) bonus opportunity that are no less than the base salary or hourly wage rate, as applicable, and cash bonus commission opportunity provided to such Continuing Employee immediately prior to the Effective Time, ; and (iiiii) other employee compensation and benefits (including, without limitation, employee health excluding defined benefit plans and welfare equity and retirement benefits), other than equity incentive compensation and severance or postequity-termination benefits, which based awards) that are no less favorable in the aggregate than at those provided to the Company Employees under the compensation and benefit plans, programs, policies, agreements and arrangements of the Company and its Subsidiaries in effect immediately prior to the Effective Time. From the later of the Effective Time and December 31, 2016 through the first anniversary of the Effective Time, Parent shall, or shall cause the Surviving Corporation or any of their respective Affiliates to, provide to each individual who was a Continuing Employee and continues to be employed by the Parent’s option , the Surviving Corporation or any of their respective Affiliates, including any such Continuing Employee on an approved leave of absence (including without limitation short-term disability leave) immediately prior to December 31, 2016, compensation and benefits opportunities (excluding defined benefit plans and equity and equity based-awards) that are substantially comparable in the aggregate to either (Ai) those employee the compensation and benefits opportunities (excluding defined benefit plans and equity and equity based-awards) provided to such Continuing Employee immediately prior to the Effective Time Time, or (Bii) those employee the compensation and benefits that opportunities (excluding defined benefit plans and equity and equity based-awards) currently provided by Parent or its affiliates provide Affiliates to their similarly similarly-situated employees during such periodof Parent or its Affiliates. In additionNotwithstanding anything to the contrary set forth herein, for a period and subject to the conditions of 18 months following Section 5.2(b), after the Effective Time, Parent nothing in this Section 5.2(a) shall provide (or cause preclude the Surviving Corporation or another affiliate from terminating the employment of Parent to provide) to each Continuing any Company Employee severance and post-termination benefits at least as favorable as the severance and post-termination benefits provided under Company Benefit Plans (after giving effect to the transactions contemplated by this Agreement) in which such Continuing Employee participates and/or to which such Continuing Employee is a party as of immediately prior to the Effective Time. Effective as of the Effective Time and thereafter, Parent shall provide, or shall cause the Surviving Corporation to provide, that periods of employment with the Company (including for any current or former affiliate of the Company or any predecessor of the Company to the extent recognized by the Company) shall be taken into account for all purposes under all employee benefit plans maintained by Parent or an affiliate of Parent for the benefit of the Continuing Employees, including vacation or other paid time-off plans or arrangements, 401(k), pension or other retirement plans and any severance or health or welfare plans (other than for purposes of equity incentive compensation and determining any accrued benefit under any defined benefit pension plan or as would result in a duplication of benefits)lawful reason.

Employee Benefits Matters. (a) Following During the Closingperiod beginning on the Closing Date and ending on the first (1st) anniversary of the Closing Date, Parent shalland/or the Surviving Entity shall provide, or shall cause the Surviving Corporation toapplicable Group Company to provide, assume, honor employees of each Group Company who continue to be employed by a Group Company or any of its Affiliates with the same salary or hourly wage rate and fulfill all of the Company Benefit Plans in accordance with their terms bonus and incentive compensation as in effect provided to such employees immediately prior to the date of this Agreement or as subsequently amended as permitted pursuant Closing Date and with employee benefits (excluding equity arrangements and severance) that are substantially similar in the aggregate to the terms Employee Benefit Plans and other benefit or compensation plans, programs, agreements or arrangements maintained by the Group Companies as of such Company Benefit Plansthe Closing Date. For a period of 12 months following Parent further agrees that, from and after the Effective TimeClosing Date, Parent shall provide (or cause and the Surviving Corporation or another affiliate Entity shall and shall cause each Group Company and its Affiliates to grant all of Parent its employees credit for any service with a Group Company earned prior to provide) to each employee of the Company or the any Company Subsidiary who continues in employment with the Surviving Corporation or any other affiliate of Parent following the Effective Time (each, a “Continuing Employee”) with Closing Date (i) a base salary or hourly wage rate, as applicable, for eligibility and cash bonus opportunity that are no less than the base salary or hourly wage rate, as applicable, and cash bonus opportunity provided to such Continuing Employee immediately prior to the Effective Time, vesting purposes and (ii) other employee benefits for purposes of vacation accrual and severance benefit determinations under any benefit or compensation plan, program, agreement or arrangement that may be established or maintained by Parent, the Surviving Entity or the Group Companies or any of their Affiliates on or after the Closing Date (including, without limitation, employee health and welfare and retirement benefitsthe “New Plans”), other than equity incentive compensation and severance or post-termination benefits, which are no less favorable in the aggregate than at Parent’s option either (A) those employee benefits provided to such Continuing Employee immediately prior except to the Effective Time or (B) those employee benefits that Parent or its affiliates provide to their similarly situated employees during extent such periodcredit would result in duplication of any benefit. In addition, for a period Parent and the Surviving Entity shall use commercially reasonable efforts to (A) cause to be waived all pre-existing condition exclusions and actively-at-work requirements and similar limitations, eligibility waiting periods and evidence of 18 months following insurability requirements under any New Plans to the Effective Time, Parent shall provide extent waived or satisfied by an employee (or dependent) as of the Closing Date and (B) cause any deductible, co-insurance and covered out-of-pocket expenses paid on or before the Closing Date by any employee (or covered dependent thereof) of any Group Company to be taken into account for purposes of satisfying the corresponding deductible, coinsurance and maximum out-of-pocket provisions after the Closing Date under any applicable New Plan in the year of initial participation. Each of Parent and Merger Sub agrees that Parent, the Surviving Corporation Entity and the Group Companies shall be solely responsible for satisfying the continuation coverage requirements of Section 4980B of the Code for all individuals who are “M&A qualified beneficiaries” as such term is defined in Treasury Regulation Section 54.4980B-9. Nothing in this Agreement shall confer upon any such employee or another affiliate any other individual any right to continue in the employ or service of Parent to provide) to each Continuing Employee severance and post-termination benefits at least as favorable as Parent, the severance and post-termination benefits provided under Company Benefit Plans Surviving Entity or their respective Subsidiaries (including, after giving effect to the transactions contemplated by this Agreement, any of the Group Companies). Nothing in this Section 5.10 shall (i) be deemed or construed to establish, or be an amendment or other modification of, any Employee Benefit Plan or employee benefit plan of Parent, the Surviving Entity, the Group Companies or any of their Subsidiaries or (ii) create any third party rights in which such Continuing Employee participates and/or to which such Continuing Employee is a party as any employees of immediately prior to the Effective Time. Effective Group Companies who are employed by any of the Group Companies as of the Effective Time and thereafter, Parent shall provide, or shall cause the Surviving Corporation to provide, that periods of employment with the Company Closing (including any current or former affiliate of the Company or any predecessor of the Company to the extent recognized by the Company) shall be taken into account for all purposes under all employee benefit plans maintained by Parent beneficiaries or an affiliate of Parent for the benefit of the Continuing Employees, including vacation or other paid time-off plans or arrangements, 401(k), pension or other retirement plans and any severance or health or welfare plans (other than for purposes of equity incentive compensation and determining any accrued benefit under any defined benefit pension plan or as would result in a duplication of benefitsdependents thereof).

Employee Benefits Matters. (a) Following the Closing, Parent shall, or shall cause the Surviving Corporation to, assume, honor and fulfill all All employees of the Company Benefit Plans and the Company Subsidiaries shall continue in accordance their existing benefit plans until such time as, in Parent's sole discretion, an orderly transition can be accomplished to employee benefit plans and programs maintained by Parent for its and its affiliates' employees in the United States. Parent shall take such reasonable actions, to the extent permitted by Parent's benefits programs, as are necessary to allow eligible employees of the Company to participate in the health, welfare and other benefit programs of Parent or alternative benefits programs in the aggregate that are substantially equivalent to those applicable to employees of Parent in similar functions and positions on similar terms (it being understood that equity incentive plans are not considered employee benefits). Pending such action, Parent shall maintain the effectiveness of the Company's and each Subsidiary's benefit plans. Each continuing employee shall be given credit, for purposes of any service requirements for participation or vesting, for his or her period of service with their terms the Company credited under a similar benefit plan or program prior to the Closing Date. During the Pre-Closing Period Parent and the Company may agree that the Company take all necessary corporate action to terminate its 401(k) plan (the "401(k) Plan") effective as in effect of the date immediately prior to the Closing Date, but contingent on the Closing. If Parent and the Company have so agreed, Parent shall receive from the Company evidence that the Company's Board of Directors has adopted resolutions to terminate the 401(k) Plan (the form and substance of which resolutions shall be subject to review and approval of Parent), effective as of the date immediately preceding the Closing Date. With respect to all stock purchase, stock option and stock award agreements (including any restricted stock, stock purchase, stock option or stock award agreement under the Company Stock Plan) between the Company and any current or former employee, director, consultant or founder effective as of this Agreement or as subsequently amended as permitted pursuant to the terms of such Company Benefit Plans. For a period of 12 months following the Effective Time, any and all rights of repurchase and rights of first refusal under each such agreement shall be assigned to Parent (or to such other entity as Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to providedesignate) to each employee by virtue of the Company or Merger and without any further action on the any Company Subsidiary who continues in employment with part of the Surviving Corporation or any other affiliate of Parent following the Effective Time (eachCompany, a “Continuing Employee”) with (i) a base salary or hourly wage rate, as applicable, and cash bonus opportunity that are no less than the base salary or hourly wage rate, as applicable, and cash bonus opportunity provided such assignment to such Continuing Employee immediately prior to the Effective Time, and (ii) other employee benefits (including, without limitation, employee health and welfare and retirement benefits), other than equity incentive compensation and severance or post-termination benefits, which are no less favorable in the aggregate than at Parent’s option either (A) those employee benefits provided to such Continuing Employee immediately prior to the Effective Time or (B) those employee benefits that Parent or its affiliates provide to their similarly situated employees during such period. In addition, for a period of 18 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each Continuing Employee severance and post-termination benefits at least as favorable as the severance and post-termination benefits provided under Company Benefit Plans (after giving effect to the transactions contemplated by this Agreement) in which such Continuing Employee participates and/or to which such Continuing Employee is a party as of immediately prior to the Effective Time. Effective be effective as of the Effective Time and thereafter, Parent shall provide, or shall cause the Surviving Corporation to provide, that periods of employment with the Company (including any current or former affiliate of the Company or any predecessor of the Company to the extent recognized by the Company) shall be taken into account for all purposes under all employee benefit plans maintained by Parent or an affiliate of Parent for the benefit of the Continuing Employees, including vacation or other paid time-off plans or arrangements, 401(k), pension or other retirement plans and any severance or health or welfare plans (other than for purposes of equity incentive compensation and determining any accrued benefit under any defined benefit pension plan or as would result in a duplication of benefits)Time.

Employee Benefits Matters. (a) Following Parent hereby agrees that, for a period commencing on the ClosingClosing Date and ending on December 31, Parent 2019, it shall, or it shall cause the Surviving Corporation Company and its Subsidiaries to, assume, honor and fulfill all of the Company Benefit Plans in accordance with their terms as in effect immediately prior to the date of this Agreement or as subsequently amended as permitted pursuant to the terms of such Company Benefit Plans. For a period of 12 months following the Effective Time, Parent shall : (i) provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each employee of the Company or and of each of the any Company Subsidiary who continues in employment with the Surviving Corporation or any other affiliate Subsidiaries as of Parent following the Effective Time (each, a an “Continuing Employee”) with (i) a base salary or hourly wage rate, as applicable, and annual, quarterly or monthly, as applicable, cash bonus opportunity that incentive compensation opportunity, to the extent applicable, which are no less favorable, in the aggregate, than the base salary or hourly wage rate, as applicable, and annual, quarterly or monthly, as applicable, cash bonus opportunity incentive compensation opportunity, to the extent applicable, provided by the Company or the applicable Company Subsidiary to each such Continuing Employee immediately prior to the Effective Time, and (ii) other provide the Employees, in the aggregate, with employee benefits (includingexcluding equity compensation, without limitation, employee health retention payments and welfare and retirement benefits), other than equity incentive compensation and severance or post-termination benefits, which and non-qualified deferred compensation) that are no less favorable in the aggregate than at Parent’s option either (A) those employee benefits (excluding equity compensation, retention payments and benefits, and non-qualified deferred compensation) provided to such Continuing Employee immediately prior to Employees, in the Effective Time or (B) those employee benefits that Parent or its affiliates provide to their similarly situated employees during such period. In additionaggregate, for a period of 18 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each Continuing Employee severance and post-termination benefits at least as favorable as the severance and post-termination benefits provided under Company Benefit Plans (after giving effect to the transactions contemplated by this Agreement) in which such Continuing Employee participates and/or to which such Continuing Employee is a party as of immediately prior to the Effective Time. Effective as of the Effective Time and thereafterIn addition, Parent shall providehereby agrees that, for a period commencing on the Closing Date and ending on December 31, 2019, it shall, or it shall cause the Surviving Corporation Company and its Subsidiaries to provideadopt an equity incentive compensation plan and provide officers and key employees with eligibility for equity-based compensation on terms and conditions as determined by Parent from time to time. From and after the Effective Time, that periods Parent shall cause the Surviving Company and its Subsidiaries to honor in accordance with their terms, all Plans disclosed on Section 3.10(a) of employment with the Company (including Disclosure Schedule as in effect immediately prior to the Effective Time that are applicable to any current or former affiliate employees or directors of the Company or any predecessor of the Company to the extent recognized by the Company) shall be taken into account for all purposes under all employee benefit plans maintained by Parent or an affiliate of Parent for the benefit of the Continuing Employees, including vacation or other paid time-off plans or arrangements, 401(k), pension or other retirement plans and any severance or health or welfare plans (other than for purposes of equity incentive compensation and determining any accrued benefit under any defined benefit pension plan or as would result in a duplication of benefits)Subsidiary.

Employee Benefits Matters. (a) Following the Closing, Parent shall, or shall cause the Surviving Corporation to, assume, honor and fulfill all All persons who are employees of the Company Benefit Plans in accordance with their terms as in effect Acquiree Bank immediately prior to the date Effective Time of the Merger and whose employment is not specifically terminated at or prior to the Effective Time of the Merger (a "ACQUIREE CONTINUING EMPLOYEE") shall, at the Effective Time of the Merger, become employees of Acquiror Bank; PROVIDED, HOWEVER, that in no event shall any of Acquiree Bank's employees be officers of Acquiror MHC, Acquiror Bancshares or Acquiror Bank, or have or exercise any power or duty conferred upon such an officer, unless and until duly elected or appointed to such position in accordance with the bylaws of Acquiror MHC, Acquiror Bancshares and Acquiror Bank. All of the Acquiree Continuing Employees shall be employed at the will of Acquiror Bank and no contractual right to employment shall inure to such employees because of this Agreement or as subsequently amended as permitted pursuant Agreement. Acquiror Bank will provide to Acquiree Bank a schedule of Acquiree Continuing Employees no later than 30 days prior to the terms Effective Date. To the extent that Acquiror terminates the employment of such Company Benefit Plans. For a period any of 12 Acquiree Bank's employees, other than for cause, within six months following the Effective Time, Parent Acquiror shall provide (to such former Acquiree Bank employee a severance payment equal to two weeks salary for each year of service that such employee was employed by Acquiree Bank, up to a maximum of 26 weeks salary; PROVIDED, HOWEVER, that Acquiror shall not have any obligation to provide any severance payment to any of Acquiree Bank's employees or cause the Surviving Corporation Acquiree Continuing Employees whose termination of employment occurs due to death, disability, resignation or another affiliate of Parent discharge for cause, or who are entitled to provide) to each employee of the Company severance benefits or the any Company Subsidiary who continues in employment equivalent thereof under the terms of an individual contract with the Surviving Corporation Acquiree Bank or any other affiliate Acquiror. Acquiree Bank has furnished Acquiror with a schedule identifying each Acquiree Bank employee and each such employee's years of Parent following the Effective Time (each, a “Continuing Employee”) service with (i) a base salary or hourly wage rate, as applicable, and cash bonus opportunity that are no less than the base salary or hourly wage rate, as applicable, and cash bonus opportunity provided to such Continuing Employee immediately prior to the Effective Time, and (ii) other employee benefits (including, without limitation, employee health and welfare and retirement benefits), other than equity incentive compensation and severance or post-termination benefits, which are no less favorable in the aggregate than at Parent’s option either (A) those employee benefits provided to such Continuing Employee immediately prior to the Effective Time or (B) those employee benefits that Parent or its affiliates provide to their similarly situated employees during such period. In addition, for a period of 18 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each Continuing Employee severance and post-termination benefits at least as favorable as the severance and post-termination benefits provided under Company Benefit Plans (after giving effect to the transactions contemplated by this Agreement) in which such Continuing Employee participates and/or to which such Continuing Employee is a party as of immediately prior to the Effective Time. Effective as of the Effective Time and thereafter, Parent shall provide, or shall cause the Surviving Corporation to provide, that periods of employment with the Company (including any current or former affiliate of the Company or any predecessor of the Company to the extent recognized by the Company) shall be taken into account for all purposes under all employee benefit plans maintained by Parent or an affiliate of Parent for the benefit of the Continuing Employees, including vacation or other paid time-off plans or arrangements, 401(k), pension or other retirement plans and any severance or health or welfare plans (other than for purposes of equity incentive compensation and determining any accrued benefit under any defined benefit pension plan or as would result in a duplication of benefits)Acquiree Bank.

Employee Benefits Matters. (a) Following For a period of at least twelve (12) months beginning on the ClosingClosing Date, Parent shall, or shall cause the Surviving Corporation to, assumeprovide those persons who, honor and fulfill all of the Company Benefit Plans in accordance with their terms as in effect immediately prior to the date of this Agreement or as subsequently amended as permitted pursuant to the terms of such Company Benefit Plans. For a period of 12 months following the Effective TimeMerger, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each employee were employees of the Company or the any Company Subsidiary its Subsidiaries who continues in employment with remain employed by the Surviving Corporation or any other affiliate of Parent its Subsidiaries following the Effective Time Closing Date (each, a “Continuing EmployeeEmployees”) with (i) a base salary or hourly wage rate, as applicable, pay and cash bonus opportunity that are no less than is at least equal to the base salary or hourly wage rate, as applicable, pay and cash bonus opportunity provided to such Continuing Employee Employees by the Company or its Subsidiaries immediately prior to the Effective TimeClosing Date. In addition, for the twelve (12) month period immediately following the Closing Date, Parent shall, or shall cause the Surviving Corporation to provide Continuing Employees with employee benefit plans and (ii) other employee benefits (including, without limitation, employee health and welfare and retirement benefits), other than equity incentive compensation and severance or post-termination benefits, which policies that are no less favorable in the aggregate than at Parent’s option either (A) those employee benefits provided to such Continuing the Employee Benefits Plans in effect immediately prior to the Effective Time Closing Date. Parent shall cause Continuing Employees to receive credit for purposes of eligibility to participate and vesting (but, except as required by applicable Law, not for any pension plan for any matter) under any employee benefit plan, program or (B) those employee benefits that arrangement in which they participate established or maintained by Parent or any of its affiliates provide Subsidiaries for service accrued or deemed accrued prior to their similarly situated employees during the Merger with the Company or its Subsidiaries; provided, however, that such periodcrediting of service shall not operate to duplicate any benefit. In addition, for a period with respect to any medical, dental, pharmaceutical and/or vision benefit plan of 18 months Parent or its Subsidiaries in which Continuing Employees may participate following the Effective TimeTime (a “New Plan”), Parent shall provide cause all pre-existing condition exclusion and actively-at-work requirements to be waived for such employees and their covered dependents (provided, however, that such waiver shall not apply to any pre-existing condition that excluded any such employee or cause the Surviving Corporation or another affiliate of Parent to provide) to each Continuing Employee severance and post-termination benefits at least as favorable as the severance and post-termination benefits provided under Company Benefit Plans (after giving effect to the transactions contemplated by this Agreement) in which such Continuing Employee participates and/or to which such Continuing Employee is a party as of immediately dependent prior to the Effective Time. Effective as of Merger from the Effective Time and thereafter, Parent shall provide, or shall cause the Surviving Corporation to provide, that periods of employment with the Company (including any current or former affiliate of corresponding arrangement maintained by the Company or its Subsidiaries) and shall provide that any predecessor of covered expenses incurred on or before the Company to the extent recognized Closing Date by the Company) a Continuing Employee or a Continuing Employee’s covered dependents shall be taken into account for all purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions under all employee benefit plans maintained by Parent or an affiliate of Parent the relevant New Plan after the Closing Date to the same extent as such expenses are taken into account for the benefit of similarly situated employees of Parent and its Subsidiaries. Notwithstanding the foregoing, nothing contained in this Section 6.7(a) will limit the right of Parent or the Surviving Corporation to terminate or suspend the employment of any Continuing Employees, including vacation or other paid time-off plans or arrangements, 401(k), pension or other retirement plans and any severance or health or welfare plans (other than for purposes of equity incentive compensation and determining any accrued benefit under any defined benefit pension plan or as would result in a duplication of benefits)Employee after the Closing.

Employee Benefits Matters. (a) Following From and after the ClosingEffective Time, Parent shall, or shall cause the Surviving Corporation to, assume, and its Subsidiaries to honor and fulfill all of the Company Benefit Plans in accordance with their terms terms, all contracts, agreements, arrangements, policies, plans and commitments of the Company and its Subsidiaries as in effect immediately prior to the Effective Time that are applicable to any current or former employees or directors of the Company or any Subsidiary of the Company; provided that nothing herein shall prohibit Parent or the Surviving Corporation and its Subsidiaries from, with respect to any such contract, agreement, arrangement, policy, plan or commitment, (i) terminating it in accordance with its terms or (ii) replacing it with a similar contract, agreement, arrangement policy, plan or commitment of Parent, as applicable. With respect to any employees of the Company or any Subsidiary of the Company as of the date of this Agreement or as subsequently amended as permitted pursuant to the terms of such Company Benefit Plans. For a period of 12 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each employee of the Company or the any Company Subsidiary who continues in employment with remain employed by the Surviving Corporation or any other affiliate of Parent its Subsidiaries immediately following the Effective Time (eachClosing Date, a “Continuing Employee”) with (i) a base salary or hourly wage rateduring the six month period following the Closing Date, as applicable, Parent shall cause the Surviving Corporation and cash bonus opportunity that are no less than its Subsidiaries to honor the base salary or hourly wage rate, as applicable, and cash bonus opportunity provided severance arrangements set forth in Section 7.05 of the Company Disclosure Schedule applicable to such Continuing Employee immediately employees. Employees of the Company or any Subsidiary of the Company shall receive credit for purposes of eligibility to participate and vesting under any employee benefit plan, program or arrangement established or maintained by the Surviving Corporation or any of its Subsidiaries for service accrued or deemed accrued prior to the Effective TimeTime with the Company or any Subsidiary of the Company; provided, and (ii) other employee however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. In addition, Parent shall waive, or cause to be waived, any limitations on benefits (including, without limitation, employee health and welfare and retirement benefits), other than equity incentive compensation and severance or postrelating to any pre-termination benefits, which existing conditions to the extent such conditions are no less favorable in the aggregate than at Parent’s option either (A) those employee benefits provided to such Continuing Employee covered immediately prior to the Effective Time or (B) those employee benefits that under the applicable Plans and to the same extent such limitations are waived under any comparable plan of Parent or its affiliates provide Subsidiaries and use commercially reasonable efforts to their similarly situated employees during such period. In additionrecognize, for a period purposes of 18 months following annual deductible and out-of-pocket limits under its medical and dental plans, deductible and out-of-pocket expenses paid by employees of the Effective Time, Parent shall provide (or cause Company and its Subsidiaries in the Surviving Corporation or another affiliate of Parent to provide) to each Continuing Employee severance and post-termination benefits at least as favorable as the severance and post-termination benefits provided under Company Benefit Plans (after giving effect to the transactions contemplated by this Agreement) calendar year in which such Continuing Employee participates and/or to which such Continuing Employee is a party as of immediately prior to the Effective Time. Effective as of the Effective Time occurs. The parties agree that nothing in this Section 7.05, whether express or implied, is intended to create any third party beneficiary rights in any Service Provider and thereafterthat all provisions in this Section 7.05 are included for the sole benefit of the parties to this Agreement and shall not create any right in any other person, Parent shall provide, or shall cause the Surviving Corporation to provide, that periods of employment with the Company (including any current or former affiliate of the Company Service Providers, any participant in any Plan or any predecessor beneficiary of the Company to the extent recognized by the Company) shall be taken into account for all purposes under all employee benefit plans maintained by Parent or an affiliate of Parent for the benefit of the Continuing Employees, including vacation or other paid time-off plans or arrangements, 401(k), pension or other retirement plans and any severance or health or welfare plans (other than for purposes of equity incentive compensation and determining any accrued benefit under any defined benefit pension plan or as would result in a duplication of benefits)Plan.

Employee Benefits Matters. (a) Following the Closing, Parent shall, or shall cause the Surviving Corporation to, assume, honor and fulfill all of the Company Benefit Plans in accordance with their terms as in effect immediately prior to the date of this Agreement or as subsequently amended as permitted pursuant to the terms of such Company Benefit Plans. For a period of 12 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each employee of the Company or the any Company Subsidiary who continues in employment with the Surviving Corporation or any other affiliate of Parent following the Effective Time (each, a “"Continuing Employee”") with (i) a base salary or hourly wage rate, as applicable, and cash bonus opportunity that are no less than the base salary or hourly wage rate, as applicable, and cash bonus opportunity provided to such Continuing Employee immediately prior to the Effective Time, and (ii) other employee benefits (including, without limitation, employee health and welfare and retirement benefits), other than equity incentive compensation and severance or post-termination benefits, which are no less favorable in the aggregate than at Parent’s 's option either (A) those employee benefits provided to such Continuing Employee immediately prior to the Effective Time or (B) those employee benefits that Parent or its affiliates provide to their similarly situated employees during such period. In addition, for a period of 18 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each Continuing Employee severance and post-termination benefits at least as favorable as the severance and post-termination benefits provided under Company Benefit Plans (after giving effect to the transactions contemplated by this Agreement) in which such Continuing Employee participates and/or to which such Continuing Employee is a party as of immediately prior to the Effective Time. Effective as of the Effective Time and thereafter, Parent shall provide, or shall cause the Surviving Corporation to provide, that periods of employment with the Company (including any current or former affiliate of the Company or any predecessor of the Company to the extent recognized by the Company) shall be taken into account for all purposes under all employee benefit plans maintained by Parent or an affiliate of Parent for the benefit of the Continuing Employees, including vacation or other paid time-off plans or arrangements, 401(k), pension or other retirement plans and any severance or health or welfare plans (other than for purposes of equity incentive compensation and determining any accrued benefit under any defined benefit pension plan or as would result in a duplication of benefits).

Employee Benefits Matters. (a) Following Effective as of the ClosingEffective Time and for a period of one (1) year thereafter, Parent shallshall provide, or shall cause the Surviving Corporation to, assume, honor and fulfill all of the Company Benefit Plans in accordance with their terms as in effect immediately prior to the date of this Agreement or as subsequently amended as permitted pursuant to the terms of such Company Benefit Plans. For a period of 12 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) , to each employee of the Company or the any Company Subsidiary who continues in employment with to be employed by the Company or the Surviving Corporation or any other affiliate of Parent following (the Effective Time (each“Affected Employees”), a “Continuing Employee”) with (i) a base salary or regular hourly wage ratewage, as whichever is applicable, and cash bonus opportunity that are no is not less than the base salary or regular hourly wage rateprovided to such Affected Employee by the Company immediately prior to the Effective Time, as applicable(ii) cash bonus opportunity, and cash sales and service incentive award compensation opportunity that is not less than the cash bonus opportunity, and sales and service incentive award compensation opportunity provided to such Continuing Affected Employee by the Company immediately prior to the Effective Time, (iii) employee benefits (excluding equity awards) that are, in the aggregate, substantially comparable to those provided to such Affected Employee (including all dependents) by the Company immediately prior to the Effective Time, and (iiiv) other employee benefits (including, without limitation, employee health and welfare and retirement benefits), other than equity incentive compensation and a severance or post-termination benefits, which are no less favorable opportunity in accordance with Section 6.8(a)(iv) of the aggregate than at Parent’s option either (A) those employee benefits provided to such Continuing Employee immediately prior to the Effective Time or (B) those employee benefits that Parent or its affiliates provide to their similarly situated employees during such period. In addition, for a period of 18 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each Continuing Employee severance and post-termination benefits at least as favorable as the severance and post-termination benefits provided under Company Benefit Plans (after giving effect to the transactions contemplated by this Agreement) in which such Continuing Employee participates and/or to which such Continuing Employee is a party as of immediately prior to the Effective TimeDisclosure Letter. Effective as of the Effective Time and thereafter, Parent shall provide, or shall cause the Surviving Corporation to provide, that periods of employment with the Company (including any current or former affiliate of the Company or including, without limitation, any predecessor of the Company to the extent recognized by the Company) shall be taken into account for all purposes of determining, as applicable, the eligibility for participation and vesting of any Affected Employee under all employee benefit plans maintained by Parent or an affiliate of Parent for the benefit of the Continuing Affected Employees, including including, without limitation, vacation or other paid time-off plans or arrangements, 401(k), pension or other retirement plans and any severance or health or welfare plans (other than plans); provided, however, that such service need not be recognized for purposes of equity incentive compensation and determining any accrued benefit accrual under any defined benefit pension plan or as to the extent that such recognition would result in a any duplication of benefits). Effective as of the Effective Time and thereafter, Parent shall, and shall cause the Surviving Corporation to, (x) reduce any period of limitation on health benefits coverage of Affected Employees due to pre-existing conditions (or actively at work or similar) under the applicable health benefits plan of Parent or an affiliate of Parent by the number of days of an individual’s “creditable coverage,” to the extent required by Section 701 of ERISA, (y) waive any and all eligibility waiting periods and evidence of insurability requirements with respect to such Affected Employees to the extent such eligibility waiting periods or evidence of insurability requirements were waived with respect to the Affected Employees under the Benefits Plans and (z) credit each Affected Employee with all deductible payments, out-of-pocket or other co-payments paid by such employee under the health benefit plans of the Company or its affiliates prior to the Closing Date during the year in which the Closing occurs for the purpose of determining the extent to which any such employee has satisfied his or her deductible and whether he or she has reached the out-of-pocket maximum under any health benefit plan of Parent or an affiliate of Parent for such year. The Offer shall not affect any Affected Employee’s accrual of, or right to take, any accrued but unused personal, sick or vacation policies applicable to such Affected Employee immediately prior to the Effective Time.

Employee Benefits Matters. For at least one (a1) Following the Closing, Parent shall, or shall cause the Surviving Corporation to, assume, honor and fulfill all of the Company Benefit Plans in accordance with their terms as in effect immediately prior to the date of this Agreement or as subsequently amended as permitted pursuant to the terms of such Company Benefit Plans. For a period of 12 months year following the Effective TimeClosing Date, except as would provide in the duplication of any payments or benefits, Parent shall provide (or cause to be provided to) employees of each Group Company who continue to be employed by a Group Company as of and after the Surviving Corporation or another affiliate of Parent to provide) to each employee of the Company or the any Company Subsidiary who continues in employment with the Surviving Corporation or any other affiliate of Parent following the Effective Time (each, a “Continuing Employee”) Closing with (i) a base the same salary or hourly wage rate, rate as applicable, and cash bonus opportunity that are no less than the base salary or hourly wage rate, as applicable, and cash bonus opportunity provided to such Continuing Employee employees immediately prior to the Effective TimeClosing Date, and (ii) other the opportunity to earn annual performance-based bonuses and non-cash employee benefits (including, without limitation, employee health excluding equity and welfare defined benefit pension and retirement benefits), other than equity incentive compensation and severance or post-termination benefits, which arrangements) that are no less favorable in the aggregate than at Parent’s option either (A) substantially comparable in the aggregate to those employee benefits provided to such Continuing Employee employees immediately prior to the Effective Time Closing Date or (B) the same as those employee benefits that Parent or its affiliates provide provided to their similarly situated employees during such periodof Parent and its Affiliates. In addition, for a period Without limiting the generality of 18 months following the Effective Timeforegoing, Parent shall provide (or cause to be provided to) non-U.S. employees of each Group Company who continue to be employed by a Group Company as of and after the Surviving Corporation or another affiliate of Parent to provide) to each Continuing Employee severance and post-termination benefits Closing with at least such compensation and benefits as favorable as are required by applicable Law. Parent further agrees that, from and after the severance Closing Date, Parent shall and post-termination benefits provided under shall cause each Group Company Benefit Plans (after giving effect to the transactions contemplated by this Agreement) in which grant all of its employees credit for any service with such Continuing Employee participates and/or to which such Continuing Employee is a party as of immediately Group Company earned prior to the Effective TimeClosing Date (i) for eligibility and vesting purposes and (ii) for purposes of vacation accrual and severance benefit determinations under any benefit or compensation plan, program, agreement or arrangement that may be established or maintained by Parent or the Company or any of its Subsidiaries on or after the Closing Date (the “New Plans”), in each case, except to the extent such service credit will result in duplication of benefits or be required under a newly established plan that also applies to other employees of Parent or any of its Affiliates for which prior service with the Parent or any of its Affiliates is not taken into account. Effective Parent shall use commercially reasonable efforts to (A) cause to be waived all pre-existing condition exclusions and actively at work requirements and similar limitations, eligibility waiting periods and evidence of insurability requirements under any New Plans to the extent waived or satisfied by an employee under a corresponding Employee Benefit Plan as of the Effective Time Closing Date and thereafter(B) cause any deductible, co-insurance and covered out-of-pocket expenses incurred and paid on or before the Closing Date by any employee (or covered dependent thereof) of any Group Company to be taken into account (subject to the receipt by Parent shall provideof reasonably satisfactory evidence that such expense was incurred and paid by the employee) for purposes of satisfying the corresponding deductible, coinsurance and maximum out of pocket provisions after the Closing Date under any applicable New Plan that is a welfare plan with respect to the plan year in which the Closing occurs but only to the extent such crediting does not result in the duplication of benefits to any participant. Nothing contained herein, express or shall cause the Surviving Corporation implied, is intended to provide, that periods of employment with the Company (including confer upon any current or former affiliate employee, director, officer, consultant, independent contractor or other service provider (including any beneficiary or dependent thereof) of the Company Group Companies or any predecessor other Person other than the parties to this Agreement and their respective successors and permitted assigns any third-party beneficiary rights or any right to continued employment for any period or continued receipt of any specific employee benefit, or shall constitute an amendment to or any other modification of any New Plan or Employee Benefit Plan. Prior to the Closing Date, the sponsoring Company shall adopt resolutions of its board of directors providing for the termination, effective as of the day immediately prior to Closing, of all Employee Benefit Plans that are intended to be qualified under Section 401(a) of the Code that contain a cash or deferred arrangement as described in Section 401(k) of the Code (“Company 401(k) Plan”), which termination may be made contingent on the occurrence of Closing. At least three (3) Business Days before the Closing Date, the Company shall provide Parent with a draft copy of such proposed resolutions and an opportunity to the extent recognized make reasonable changes thereto prior to their adoption by the sponsoring Company’s board of directors. Effective immediately following the Closing Date, Parent shall have in effect a qualified defined contribution plan that includes a qualified cash or deferred arrangement within the meaning of Section 401(k) shall be taken into account for all purposes under all employee benefit plans maintained by Parent or an affiliate of Parent for the benefit of the Continuing EmployeesCode (the “Parent 401(k) Plan”) and shall offer participation in such Parent 401(k) Plan to those employees who were actively participating in the Company 401(k) Plan immediately prior to its termination. After the Closing, and pursuant to Section 401(a)(31)(D) of the Code, Parent shall take all actions necessary to permit the Parent 401(k) Plan to accept rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code) of eligible amounts (including vacation or other paid time-off plans or arrangements, outstanding loans) distributed to employees from the Company 401(k), pension or other retirement plans and any severance or health or welfare plans (other than for purposes of equity incentive compensation and determining any accrued benefit under any defined benefit pension plan or as would result in a duplication of benefits)) Plan.

Employee Benefits Matters. (a) Following the Closing, Parent Pubco shall, or shall cause the Company Surviving Corporation toSubsidiary and each of its Subsidiaries, assumeas applicable, honor and fulfill all to provide the employees of the Company Benefit Plans in accordance with their terms as in effect immediately prior to the date of this Agreement or as subsequently amended as permitted pursuant to the terms of such Company Benefit Plans. For a period of 12 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each employee of and the Company or the any Company Subsidiary Subsidiaries who continues in employment with the Surviving Corporation or any other affiliate of Parent following remain employed immediately after the Effective Time (each, a the “Continuing EmployeeEmployees”) with (i) a base salary or hourly wage ratecredit for purposes of eligibility to participate, vesting and determining the level of benefits, as applicable, and cash bonus opportunity that are no less than under any Employee Benefit Plan established or maintained by the base salary Company Surviving Subsidiary or hourly wage rate, as applicable, and cash bonus opportunity provided to such Continuing Employee immediately any of its Subsidiaries (excluding any retiree health plans or programs or defined benefit retirement plans or programs) for service accrued or deemed accrued prior to the Company Merger Effective TimeTime with the Company or any Company Subsidiary; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. In addition, Parent shall use reasonable best efforts to (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under each of the Employee Benefit Plans established or maintained by the Company Surviving Subsidiary or any of its Subsidiaries that cover the Continuing Employees or their dependents, and (ii) other employee benefits (includingcause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, without limitationduring the portion of the plan year in which the Closing occurs, employee under those health and welfare and retirement benefits), other than equity incentive compensation and severance or post-termination benefits, benefit plans in which are no less favorable in the aggregate than at Parent’s option either (A) those employee benefits provided to such Continuing Employee immediately prior currently participates to the Effective Time or (B) be taken into account under those employee benefits that Parent or its affiliates provide to their similarly situated employees during such period. In addition, for a period of 18 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each Continuing Employee severance health and post-termination benefits at least as favorable as the severance and post-termination benefits provided under Company Benefit Plans (after giving effect to the transactions contemplated by this Agreement) welfare benefit plans in which such Continuing Employee participates and/or subsequent to which the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee is a party as and his or her covered dependents for the applicable plan year. Following the Closing, the Company Surviving Subsidiary will honor all accrued but unused vacation and other paid time off of the Continuing Employees that existed immediately prior to the Effective Time. Effective as of the Effective Time and thereafter, Parent shall provide, or shall cause the Surviving Corporation to provide, that periods of employment Closing with the Company (including any current or former affiliate of the Company or any predecessor of the Company respect to the extent recognized by calendar year in which the Company) Closing occurs. The Company shall be taken into account for provide Pubco or its designee with all purposes under all employee benefit plans maintained by Parent information reasonably requested and necessary to allow Pubco or an affiliate of Parent for the benefit of the Continuing Employees, including vacation or other paid time-off plans or arrangements, 401(k), pension or other retirement plans and any severance or health or welfare plans (other than for purposes of equity incentive compensation and determining any accrued benefit under any defined benefit pension plan or as would result in a duplication of benefits).its designee to comply with such obligations. 57

Employee Benefits Matters. (ai) Following the ClosingBuyer hereby agrees that, Parent shall, or shall cause the Surviving Corporation to, assume, honor and fulfill all of the Company Benefit Plans in accordance with their terms as in effect immediately prior to the date of this Agreement or as subsequently amended as permitted pursuant to the terms of such Company Benefit Plans. For a period of 12 months for at least one (1) year following the Effective TimeClosing Date, Parent shall Buyer will provide (or cause the Surviving Corporation or another affiliate of Parent its Subsidiaries to provide) provide to each employee employees of the Company who continue to be employed by Buyer, the Surviving Corporation or its Subsidiaries following the Effective Time (the “Continuing Company Employees”) compensation and employee benefits (including bonus opportunity, but excluding any equity or equity-based plan, program or arrangement and excluding any vacation accrual or PTO policy) that are in the aggregate substantially comparable to the compensation and employee benefits (including bonus opportunity, but excluding any equity or equity-based plan, program or arrangement and excluding any vacation accrual or PTO policy) provided to such employees immediately prior to the date hereof. Buyer hereby agrees that, from and after the Closing Date, Buyer shall cause the Surviving Corporation to grant all Continuing Company Subsidiary who continues in employment Employees credit for any service with the Company or any of its Subsidiaries earned prior to the Closing Date (i) for eligibility, vesting and benefit accrual purposes and (ii) for purposes of vacation accrual under any benefit plan, program or arrangement established or maintained by or on behalf of the Surviving Corporation or any other affiliate of Parent following its Subsidiaries in which the Effective Time Continuing Company Employees are eligible to participate on or after the Closing Date (each, a the “Continuing EmployeeNew Plans”) with (i) to the same extent such service was recognized under a base salary or hourly wage rate, as applicable, and cash bonus opportunity that are no less than similar Employee Benefit Plan in which the base salary or hourly wage rate, as applicable, and cash bonus opportunity provided Continuing Company Employees were eligible to such Continuing Employee participate immediately prior to the Effective Time; provided that such recognition of service shall not (i) apply for purposes of any plan that provides retiree welfare benefits, (ii) apply for purposes of benefit accruals or participation eligibility under any defined benefit pension plan, (iii) operate to duplicate any benefits of a Continuing Company Employee with respect to the same period of service, (iv) apply for purposes of any plan, program or arrangement (A) under which similarly situated employees of Buyer and its Subsidiaries do not receive credit for prior service or (B) that is grandfathered or frozen, either with respect to level of benefits or participation, or (v) apply for purposes of the Evolent Entities’ sabbatical program. In addition, Buyer hereby agrees that Buyer shall cause (i) the Surviving Corporation and its Subsidiaries to waive all pre-existing condition exclusion and actively-at-work requirements and similar limitations, eligibility waiting periods and evidence of insurability requirements under any New Plans to the same extent such conditions were not applicable under any Employee Benefit Plan, and (ii) other any covered expenses incurred on or before the Closing Date by any employee benefits (including, without limitation, employee health and welfare and retirement benefits), other than equity incentive compensation and severance or post-termination benefits, which are no less favorable in the aggregate than at Parent’s option either (A) those employee benefits provided to such Continuing Employee immediately prior to the Effective Time or (B) those employee benefits that Parent or its affiliates provide to their similarly situated employees during such period. In addition, for a period of 18 months following the Effective Time, Parent shall provide (or cause covered dependent thereof) of the Surviving Corporation or another affiliate any of Parent its Subsidiaries to provide) to each Continuing Employee severance and post-termination benefits at least as favorable as the severance and post-termination benefits provided under Company Benefit Plans (after giving effect to the transactions contemplated by this Agreement) in which such Continuing Employee participates and/or to which such Continuing Employee is a party as of immediately prior to the Effective Time. Effective as of the Effective Time and thereafter, Parent shall provide, or shall cause the Surviving Corporation to provide, that periods of employment with the Company (including any current or former affiliate of the Company or any predecessor of the Company to the extent recognized by the Company) shall be taken into account for all purposes under all employee benefit plans maintained by Parent or an affiliate of Parent for the benefit of the Continuing Employees, including vacation or other paid time-off plans or arrangements, 401(k), pension or other retirement plans and any severance or health or welfare plans (other than for purposes of equity incentive compensation satisfying applicable deductible, coinsurance and determining any accrued benefit maximum out-of-pocket provisions after the Closing Date under any defined benefit pension plan or as would result in a duplication of benefits)applicable New Plan, to the extent permissible under applicable Legal Requirements.

Employee Benefits Matters. (a) Following the Closing, Parent shall, Buyer hereby agrees to assume or shall cause the Surviving Corporation to, Company Entities to assume, honor and retain, fulfill all of the or discharge any liability or obligation related to any Company Benefit Plans in accordance with their terms as in effect immediately prior to the date of this Agreement Plan, including any pension plan, retiree medical liability, life insurance policy or as subsequently amended as permitted pursuant to the terms of such Company Benefit Planssupplemental retirement plan. For a period of 12 months Buyer hereby agrees that, for at least one (1) year following the Effective TimeClosing Date, Parent shall Buyer will provide (or cause the Surviving Corporation or another affiliate of Parent to providebe provided) to each employee of the Company or the any Company Subsidiary who continues in employment with the Surviving Corporation or any other affiliate of Parent following the Effective Time (each, a “Continuing Employee”) with Entities (i) a base salary or hourly wage rate, as applicable, and cash bonus opportunity that are wages no less favorable than the base salary or hourly wage rate, as applicable, and cash bonus opportunity wages provided to such Continuing Employee employees immediately prior to the Effective Time, Closing and (ii) other compensation (including bonus opportunity) and employee benefits (includingthat are, without limitation, employee health and welfare and retirement benefits), other than equity incentive compensation and severance or post-termination benefits, which are no less favorable in the aggregate than at Parent’s option either (A) those with respect to such employee, substantially comparable to the compensation and employee benefits provided to such Continuing Employee employee immediately prior to the Effective Time Closing. Buyer hereby agrees that, from and after the Closing Date, Buyer shall cause the Company Entities to grant all employees of the Company Entities credit for any service with the Company Entities earned prior to the Closing Date (a) for eligibility, vesting and benefit accrual purposes and (b) for purposes of vacation accrual under any benefit plan, program or arrangement established, continued or maintained by or on behalf of the Company Entities on or after the Closing Date (Bthe “New Plans”) those employee benefits that Parent to the same extent such service was recognized under a similar Company Benefit Plan, except, in each case, for purposes of any defined benefit pension or its affiliates provide retirement plans or to their similarly situated employees during the extent such periodtreatment would result in duplicative benefits. In addition, for a period Buyer hereby agrees that Buyer shall cause (1) the Company Entities to waive all pre-existing condition exclusion and actively-at-work requirements and similar limitations, eligibility waiting periods and evidence of 18 months following insurability requirements under any New Plans to the Effective Time, Parent shall provide same extent such conditions were not applicable under any Company Benefit Plan and (2) any covered expenses incurred on or before the Closing Date by any employee (or cause the Surviving Corporation or another affiliate of Parent to providecovered dependent thereof) to each Continuing Employee severance and post-termination benefits at least as favorable as the severance and post-termination benefits provided under Company Benefit Plans (after giving effect to the transactions contemplated by this Agreement) in which such Continuing Employee participates and/or to which such Continuing Employee is a party as of immediately prior to the Effective Time. Effective as of the Effective Time and thereafter, Parent shall provide, or shall cause the Surviving Corporation to provide, that periods of employment with the Company (including any current or former affiliate of the Company or any predecessor of the Company Entities to the extent recognized by the Company) shall be taken into account for all purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions after the Closing Date under all any applicable New Plan. Notwithstanding anything in this Agreement to the contrary, after the Closing, the terms and conditions of employment for any employee of the Company Entities whose employment is subject to a Collective Bargaining Agreement shall be governed by such Collective Bargaining Agreement until its expiration, modification or termination in accordance with its terms and applicable Law. Without limiting the foregoing provisions of this Section 5O, the obligations of Buyer under Section 1G or the rights of any employee under any Company Benefit Plan or applicable Law, no provision of this Agreement shall (i) create any right in any employee of the Company Entities to continued employment by Buyer, any Company Entity, or any respective subsidiary after the Closing or preclude the ability of Buyer, any Company Entity, or any respective subsidiary to terminate the employment of any employee for any reason after the Closing, (ii) require Buyer, any Company Entity, or any respective Subsidiary to continue any Company Benefit Plans or prevent the amendment, modification or termination thereof after the Closing, (iii) confer upon any employee of the Company Entities any rights or remedies under or by reason of this Agreement or (iv) be treated as an amendment to any particular employee benefit plans maintained by Parent plan of Buyer, any Company Entity, or an affiliate any of Parent their respective Subsidiaries; provided, that for the benefit avoidance of doubt, no liability or contra-asset shall be included in the Continuing Employees, including vacation computation of Closing Net Indebtedness or other paid time-off plans Closing Net Working Capital as a result of any action taken by or arrangements, 401(k), pension at the written direction of Buyer with respect to any employee or other retirement plans and any severance or health or welfare plans (other than for purposes of equity incentive compensation and determining any accrued benefit under any defined benefit pension plan or as would result in a duplication of benefits)Company Benefit Plan.

Employee Benefits Matters. (a) Following During the Closingperiod beginning on the Closing Date and ending on the first anniversary of the Closing Date, Parent shall, shall provide employees of each Group Company who continue to be employed by a Group Company with the same salary or shall cause the Surviving Corporation to, assume, honor and fulfill all of the Company Benefit Plans in accordance with their terms hourly wage rate as in effect provided to such employees immediately prior to the date of this Agreement or as subsequently amended as permitted pursuant Closing Date and with employee benefits (excluding equity arrangements) that are substantially similar in the aggregate to the terms employee benefits provided to similarly situated employees of such Company Benefit PlansParent. For a period of 12 months following Parent further agrees that, from and after the Effective TimeClosing Date, Parent shall provide and shall cause each Group Company to grant all of its employees credit for any service with such Group Company earned prior to the Closing Date (a) for eligibility and vesting purposes and (b) for purposes of vacation accrual and severance benefit determinations (to the extent years of service is relevant to the level of benefits for which an employee is eligible) under any benefit or cause compensation plan, program, agreement or arrangement that may be established or maintained by Parent or the Surviving Corporation or another affiliate of Parent to provide) to each employee of the Company or the any Company Subsidiary who continues in employment with the Surviving Corporation Entity or any other affiliate of its Subsidiaries on or after the Closing Date (the “New Plans”); provided, however, that in no event shall such service credit result in any duplication of benefits. In addition, Parent following the Effective Time (each, a “Continuing Employee”) with shall use commercially reasonable efforts to (i) a base salary or hourly wage ratecause to be waived all pre-existing condition exclusions and actively-at-work requirements and similar limitations, as applicable, eligibility waiting periods and cash bonus opportunity that are no less than the base salary or hourly wage rate, as applicable, and cash bonus opportunity provided to such Continuing Employee immediately prior evidence of insurability requirements under any New Plans to the Effective Time, extent waived or satisfied by an employee under any Employee Benefit Plan as of the Closing Date and (ii) other cause any deductible, co-insurance and covered out-of-pocket expenses paid on or before the Closing Date by any employee benefits (including, without limitation, employee health and welfare and retirement benefits), other than equity incentive compensation and severance or post-termination benefits, which are no less favorable in the aggregate than at Parent’s option either (A) those employee benefits provided to such Continuing Employee immediately prior to the Effective Time or (B) those employee benefits that Parent or its affiliates provide to their similarly situated employees during such period. In addition, for a period of 18 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate covered dependent thereof) of Parent to provide) to each Continuing Employee severance and post-termination benefits at least as favorable as the severance and post-termination benefits provided under Company Benefit Plans (after giving effect to the transactions contemplated by this Agreement) in which such Continuing Employee participates and/or to which such Continuing Employee is a party as of immediately prior to the Effective Time. Effective as of the Effective Time and thereafter, Parent shall provide, or shall cause the Surviving Corporation to provide, that periods of employment with the Company (including any current or former affiliate of the Company or any predecessor of the Group Company to the extent recognized by the Company) shall be taken into account for all purposes of satisfying the corresponding deductible, coinsurance and maximum out-of-pocket provisions after the Closing Date under all any applicable New Plan in the year of initial participation. Nothing contained herein, express or implied, is intended to confer upon any employee benefit plans maintained by of any Group Company any right to continued employment for any period or continued receipt of any specific employee benefit, or shall constitute an amendment to or any other modification of any New Plan or Employee Benefit Plan. Parent or an affiliate agrees that Parent and the Surviving Entity shall be solely responsible for satisfying the continuation coverage requirements of Parent for the benefit Section 4980B of the Continuing EmployeesCode for all individuals who are “M&A qualified beneficiaries” as such term is defined in Treasury Regulation Section 54.4980B-9. This Section 6.9(a) is not intended, including vacation and shall not be deemed, to confer any rights or other paid time-off plans or arrangements, 401(k), pension or other retirement plans and remedies upon any severance or health or welfare plans (Person other than for purposes the parties hereto and their respective successors and permitted assigns, to create any agreement of equity incentive compensation and determining employment with any accrued benefit under Person or to otherwise create any defined benefit pension plan or as would result in a duplication of benefits)third-party beneficiary hereto.

Employee Benefits Matters. (a) Following During the Closingperiod commencing as the Effective Time and ending on the earlier of the first anniversary of the Closing Date or December 31, 2018 (the “Continuation Period”), Parent shall, or and shall cause the Surviving Corporation to, assume, honor and fulfill all of provide each individual who is employed by the Company Benefit Plans in accordance with their terms as in effect or any of its Subsidiaries immediately prior to the date of this Agreement or as subsequently amended as permitted pursuant to Effective Time and who remains employed thereafter by the terms of such Company Benefit Plans. For a period of 12 months following the Effective TimeSurviving Corporation, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each employee of the Company or the any Company Subsidiary who continues in employment with the Surviving Corporation or any other affiliate of Parent following the Effective Time their Subsidiaries (each, a “Continuing Employee”) with (i) a at least the same base salary or hourly salary, wage rate, as applicable, rate and cash bonus incentive compensation opportunity that as the base salary, wage rate and cash incentive compensation opportunity provided to each such Continuing Employee immediately prior to the Effective Time, (ii) employee benefits which are no less favorable in the aggregate (including with respect to the proportion of employee cost) than the base salary or hourly wage rate, as applicable, employee benefits (excluding long term equity incentive opportunities and cash bonus opportunity any defined benefit pension plan) provided to such Continuing Employee immediately prior to the Effective Time, and (iiiii) other employee benefits (including, without limitation, employee health and welfare and retirement benefits), other than long-term equity incentive compensation and severance or post-termination benefits, which opportunities that are no less favorable in the aggregate than at Parent’s option either (A) those employee benefits provided to such Continuing Employee immediately prior to the Effective Time or (B) those employee benefits that similarly situated employees of Parent or its affiliates provide to their similarly situated employees during such periodSubsidiaries. In addition, for a period of 18 months following Without limiting the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each Continuing Employee severance and post-termination benefits at least as favorable as the severance and post-termination benefits provided under Company Benefit Plans (after giving effect to the transactions contemplated by this Agreement) in which such Continuing Employee participates and/or to which such Continuing Employee is a party as of immediately prior to the Effective Time. Effective as generality of the Effective Time and thereafterforegoing, during the Continuation Period, Parent shall provide, or shall cause the Surviving Corporation or any of their respective Subsidiaries to provide, severance payments and benefits to each Continuing Employee whose employment is terminated during such period that periods of employment with are no less favorable than the Company (including severance payments and benefits that such Continuing Employee is eligible to receive under any current applicable severance plan, policy, practice or former affiliate of arrangement sponsored or maintained by the Company or any predecessor of its Subsidiaries in accordance with the Company terms of such arrangement as in effect immediately prior to the extent recognized by date of this Agreement or, if greater, the Company) shall be taken into account for all purposes under all employee benefit plans maintained by Parent or an affiliate severance payments and benefits that are provided to similarly situated employees of Parent for and its Subsidiaries at the benefit time of the Continuing Employees, including vacation or other paid time-off plans or arrangements, 401(k), pension or other retirement plans and any severance or health or welfare plans (other than for purposes of equity incentive compensation and determining any accrued benefit under any defined benefit pension plan or as would result in a duplication of benefits)such termination.

Employee Benefits Matters. (a) Following the Closing, Parent shall, or shall cause the Surviving Corporation to, assume, honor and fulfill all Effective as of the Company Benefit Plans in accordance with their terms as in effect immediately prior to the date of this Agreement or as subsequently amended as permitted pursuant to the terms of such Company Benefit Plans. For a period of 12 months following the Effective Time, Parent shall provide (provide, or shall cause the Surviving Corporation Company or another affiliate of Parent a Company Subsidiary to provide) , to each employee of the Company or the any a Company Subsidiary who continues in employment with to be employed by the Surviving Corporation Company or any other affiliate of Parent Company Subsidiary immediately following the Effective Time (eachthe “Affected Employees”), a “Continuing Employee”(a) with (i) a an initial base salary or initial regular hourly wage ratewage, as whichever is applicable, and cash bonus opportunity that are no is not less than the base salary or regular hourly wage rate, as applicable, and cash bonus opportunity provided to such Continuing Affected Employee by the Company or any Company Subsidiary immediately prior to the Effective Time, and (iib) other employee benefits for at least six (including, without limitation, employee health and welfare and retirement benefits), other than equity incentive compensation and severance or post-termination benefits, which are no less favorable in the aggregate than at Parent’s option either (A6) those employee benefits provided to such Continuing Employee immediately prior to the Effective Time or (B) those employee benefits that Parent or its affiliates provide to their similarly situated employees during such period. In addition, for a period of 18 months following the Effective Time, employee benefits that are, in the aggregate, substantially comparable to those provided to similarly situated employees of Parent (other than any equity-based benefits). Parent shall provide (or maintain and honor, and shall cause the Company, the Surviving Corporation or another affiliate Corporation, and each Company Subsidiary to maintain and honor, the Company’s current severance policy described in Section 6.8 of Parent to providethe Company Disclosure Schedule for a period of six (6) to each Continuing Employee severance and post-termination benefits at least as favorable as the severance and post-termination benefits provided under Company Benefit Plans (months after giving effect to the transactions contemplated by this Agreement) in which such Continuing Employee participates and/or to which such Continuing Employee is a party as of immediately prior to the Effective Time. Effective as of the Effective Time and thereafter, Parent shall provide, or shall cause the Surviving Corporation Company or a Company Subsidiary to provide, that periods of employment with the Company or any Company Subsidiary (including including, without limitation, any current or former affiliate of the Company or any predecessor of the Company to the extent recognized by the Companyor any Company Subsidiary) shall be taken into account for all purposes of determining, as applicable, the eligibility for participation and vesting (but not benefit accruals under any defined benefit plan) of any Affected Employee under all employee benefit plans (other than any equity-based plans) maintained by Parent or an affiliate of Parent for the benefit of the Continuing Affected Employees, including including, without limitation, vacation or other paid time-off plans or arrangements, 401(k), pension ) or other retirement plans and any severance or health or welfare plans (but expressly excluding any equity-based plans) to the same extent taken into account for a similar purpose by the Company under an analogous Benefit Plan prior to the Effective Time. Effective as of the Effective Time and thereafter, Parent shall, and shall cause the Company and any Company Subsidiary to, (i) reduce any period of limitation on health benefits coverage of Affected Employees due to pre-existing conditions under the applicable health benefits plan of Parent or an affiliate of Parent by the number of days of an individual’s “creditable coverage,” to the extent required by Section 701 of ERISA, and (ii) credit each Affected Employee with all deductible payments and co-payments paid by such employee under the health benefit plans of the Company or its affiliates prior to the Closing Date during the year in which the Closing occurs for the purpose of determining the extent to which any such employee has satisfied his or her deductible and whether he or she has reached the out-of-pocket maximum under any health benefit plan of Parent or an affiliate of Parent for such year. Nothing in this Agreement shall confer upon any Affected Employee any right to continue in the employ or service of Parent, the Company or any affiliate of Parent or the Company, or shall interfere with or restrict in any way the rights of Parent, the Company or any affiliate of Parent or the Company to discharge or terminate the services of any Affected Employee. This Section 6.8 is not intended to confer upon any Person other than for purposes the parties hereto any rights or remedies hereunder. Nothing in this Section 6.8 shall be construed to modify, amend, or establish any employee benefit plan, program, agreement or arrangement or in any way interfere with or restrict in any way the rights of equity incentive compensation and determining the parties hereto or any accrued other Person to modify, amend or terminate any of its employee benefit under any defined benefit pension plan plans, programs, agreements or as would result in a duplication of benefits)arrangements.

Employee Benefits Matters. (a) Following From and after the ClosingEffective Time, Parent shall, or shall cause the Surviving Corporation to, assume, and its Subsidiaries to honor and fulfill all of the Company Benefit Plans in accordance with their terms terms, all contracts, agreements and plans of the Company and its Subsidiaries as in effect immediately prior to the date Effective Time that are applicable to any current or former employees or directors of this Agreement the Company or as subsequently amended as permitted pursuant to any Subsidiary of the terms of such Company Benefit PlansCompany. For a period of 12 months one (1) year following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent and its Subsidiaries to provide) to provide each employee Service Provider of the Company or any of its Subsidiaries that continues to provide services to the any Company Subsidiary who continues in employment with Parent, the Surviving Corporation or any other affiliate of Parent their respective Subsidiaries immediately following the Effective Time (each, a “Continuing EmployeeService Providers”) with (i) a base salary or hourly wage ratewages, as applicable, incentive compensation opportunities and cash bonus opportunity that are no less than severance benefits at least equal to the base salary or hourly wage ratewages, as applicable, incentive compensation opportunities and cash bonus opportunity severance benefits provided to such Continuing Employee Service Provider immediately prior to the Effective Time, Time and (ii) other with employee benefits (including, without limitation, employee health and welfare and retirement benefits), other than equity incentive compensation and severance or post-termination benefits, which that are no less favorable substantially comparable in the aggregate than at Parent’s option either (A) those to the employee benefits provided to such Continuing Employee immediately prior to the Effective Time or (B) those employee benefits that Parent or its affiliates provide to their similarly situated employees during such period. In addition, for a period of 18 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each Continuing Employee severance and post-termination benefits at least as favorable as the severance and post-termination benefits provided under Company Benefit Plans (after giving effect to the transactions contemplated by this Agreement) in which such Continuing Employee participates and/or to which such Continuing Employee is a party as of Service Provider immediately prior to the Effective Time. Effective as of the Effective Time and thereafter, Parent shall provide, or shall cause the Surviving Corporation to provide, that periods of employment with the Company (including any current or former affiliate Employees of the Company or any predecessor Subsidiary of the Company shall receive credit for purposes of eligibility to participate and vesting (but not for benefit accruals) under any employee benefit plan, program or arrangement established or maintained by the Surviving Corporation or any of its Subsidiaries for service accrued or deemed accrued prior to the Effective Time with the Company or any Subsidiary of the Company; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. In addition, Parent shall waive, or cause to be waived, any limitations on benefits relating to any pre-existing conditions to the extent recognized by such conditions are covered immediately prior to the Company) shall be taken into account for all purposes Effective Time under all employee benefit plans maintained by the applicable Company Plans and to the same extent such limitations are waived under any comparable plan of Parent or an affiliate of Parent for the benefit of the Continuing Employeesits Subsidiaries and use reasonable best efforts to recognize, including vacation or other paid time-off plans or arrangements, 401(k), pension or other retirement plans and any severance or health or welfare plans (other than for purposes of equity incentive compensation annual deductible and determining out-of-pocket limits under its medical and dental plans, deductible and out-of-pocket expenses paid by employees of the Company and its Subsidiaries in the calendar year in which the Effective Time occurs. Nothing contained in this Section 7.06 shall be construed as limiting the ability of Parent or the Surviving Corporation to amend or terminate any accrued benefit under any defined benefit pension plan Company Plan so long as such amendment or as would result termination is effected in a duplication accordance with the terms of benefits)such Company Plan.

Employee Benefits Matters. (a) Following For the Closingperiod beginning on the Closing Date and continuing through the first anniversary of the Closing Date (or, if shorter, during the period of employment), Parent shall, or shall cause the Surviving Corporation Company and its Subsidiaries to, assume, honor and fulfill all of the Company Benefit Plans in accordance with their terms as in effect immediately prior to the date of this Agreement or as subsequently amended as permitted pursuant to the terms of such Company Benefit Plans. For a period of 12 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each employee of the Company or the any Company Subsidiary its Subsidiaries who continues in employment with to be employed by the Company or the Surviving Corporation or any other affiliate of Parent following Company after the Effective Time Closing Date (eachcollectively, a the “Continuing EmployeeEmployees”) with (i) a (A) an annual base salary or hourly wage rate, as applicable, and cash bonus opportunity that are no is not less than the annual base salary or hourly wage rate, as applicable, and cash bonus opportunity provided to such Continuing Employee immediately prior to the Effective TimeClosing and (B) the annual cash target bonus, commission opportunity and other recurring cash incentive opportunity that is not less than the annual cash target bonus, commission opportunity and other recurring cash incentive opportunity, as applicable, provided to such Continuing Employee immediately prior to the Closing, (ii) other employee benefits (includinghealth, without limitation, employee health and welfare and retirement benefits), and other than equity incentive compensation and severance or post-termination benefits, which benefits that are no less favorable substantially comparable in the aggregate than at to either, in Parent’s option either sole discretion, (A) those employee the health, welfare and retirement and other benefits provided to such Continuing Employee immediately prior to the Effective Time Closing or (B) those employee the health, welfare and retirement and other benefits that Parent or its affiliates provide provided to their similarly situated employees during such period. In addition, for a period of 18 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provideand its Affiliates, in each case, excluding equity-based compensation, defined benefit pensions, retiree health or retiree welfare benefits, retention, change in control and other one-off payments or benefits; and (iii) to each severance benefits that are no less favorable than either, in Parent’s sole discretion, (A) the Plan in effect for the Continuing Employee severance and post-termination benefits at least as favorable as the severance and post-termination benefits provided under Company Benefit Plans (after giving effect to the transactions contemplated by this Agreement) in which such Continuing Employee participates and/or to which such Continuing Employee is a party as of Employees immediately prior to the Effective Time. Effective as of Closing or (B) the Effective Time and thereafterpractice, Parent shall provide, plan or shall cause the Surviving Corporation policy provided to provide, that periods of employment with the Company (including any current or former affiliate of the Company or any predecessor of the Company to the extent recognized by the Company) shall be taken into account for all purposes under all employee benefit plans maintained by Parent or an affiliate similarly situated employees of Parent for the benefit of the Continuing Employees, including vacation or other paid time-off plans or arrangements, 401(k), pension or other retirement plans and any severance or health or welfare plans (other than for purposes of equity incentive compensation and determining any accrued benefit under any defined benefit pension plan or as would result in a duplication of benefits)its Affiliates.

Employee Benefits Matters. Effective as of the Effective Time and for a period of twelve (a12) Following the Closingmonths thereafter, Parent shallshall provide, or shall cause the Surviving Corporation to, assume, honor and fulfill all of the Company Benefit Plans in accordance with their terms as in effect immediately prior to the date of this Agreement or as subsequently amended as permitted pursuant to the terms of such Company Benefit Plans. For a period of 12 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) , to each employee of the Company or the any Company Subsidiary who continues in employment with to be employed by the Company or the Surviving Corporation or any other affiliate of Parent following after the Effective Time (eachthe “Affected Employees”), a “Continuing Employee”) with (ia) a base salary or regular hourly wage ratewage, as whichever is applicable, and cash bonus opportunity that are no is not less than the base salary or regular hourly wage rate, as applicable, and cash bonus opportunity provided to such Continuing Affected Employee by the Company immediately prior to the Effective Time, and (iib) other employee benefits (includingthat are, without limitation, employee health and welfare and retirement benefits), other than equity incentive compensation and severance or post-termination benefits, which are no less favorable in the aggregate than at Parent’s option either (A) aggregate, substantially comparable to those employee benefits provided to such Continuing Affected Employee immediately prior to (including all dependents) by the Effective Time or (B) those employee benefits that Parent or its affiliates provide to their similarly situated employees during such period. In addition, for a period of 18 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each Continuing Employee severance and post-termination benefits at least as favorable as the severance and post-termination benefits provided under Company Benefit Plans (after giving effect to the transactions contemplated by this Agreement) in which such Continuing Employee participates and/or to which such Continuing Employee is a party as of immediately prior to the Effective Time; provided, that neither Parent nor the Surviving Corporation nor any of their Subsidiaries shall have any obligation to issue, or adopt any plans or arrangements providing for the issuance of, shares of capital stock, warrants, options, stock appreciation rights or other rights in respect of any shares of capital stock of any entity or any securities convertible or exchangeable into such shares pursuant to any such plans or arrangements; provided, further, that no plans or arrangements of the Company or any Company Subsidiary providing for such issuance shall be taken into account in determining whether employee benefits are substantially comparable in the aggregate. Effective as of the Effective Time and thereafter, Parent shall provide, or shall cause the Surviving Corporation to provide, that periods of employment with the Company (including any current or former affiliate of the Company or any predecessor of the Company to the extent recognized by the Company) shall be taken into account (i) for all purposes of vesting (but not benefit accrual) under Parent’s defined benefit pension plan, (ii) for purposes of eligibility for vacation under Parent’s vacation program, (iii) for purposes of eligibility and participation under any health or welfare plan maintained by Parent (other than any post-employment health or post-employment welfare plan) and Parent’s 401(k) plan and (iv) unless covered under another arrangement with or of the Company, for benefit accrual purposes under all Parent’s severance plan (in the case of each of clauses (i), (ii), (iii) and (iv), solely to the extent that Parent makes such plan or program available to employees of the Surviving Corporation and not in any case where credit would result in duplication of benefits), but not for purposes of any other employee benefit plan of Parent. Effective as of the Effective Time and thereafter, Parent shall, and shall cause the Surviving Corporation to, (i) reduce any period of limitation on health benefits coverage of Affected Employees due to pre-existing conditions (or actively at work or similar) under the applicable health benefits plan of Parent or an affiliate of Parent by the number of days of an individual’s “creditable coverage,” to the extent required by Section 701 of ERISA, (ii) waive any and all eligibility waiting periods and evidence of insurability requirements with respect to such Affected Employees to the extent such eligibility waiting periods or evidence of insurability requirements were waived with respect to the Affected Employees under the Benefits Plans and (iii) credit each Affected Employee with all deductible payments, out-of-pocket or other co-payments paid by such employee under the health benefit plans maintained by of the Company or its affiliates prior to the Closing Date during the year in which the Closing occurs for the purpose of determining the extent to which any such employee has satisfied his or her deductible and whether he or she has reached the out-of-pocket maximum under any health benefit plan of Parent or an affiliate of Parent for such year. The Offer shall not affect any Affected Employee’s accrual of, or right to take, any accrued but unused personal, sick or vacation policies applicable to such Affected Employee immediately prior to the benefit Effective Time. Nothing in this Agreement shall confer upon any Affected Employee any right to continue in the employ or service of Parent, the Continuing EmployeesSurviving Corporation or any affiliate of Parent, including vacation or other paid time-off plans shall interfere with or restrict in any way the rights of Parent, the Surviving Corporation or any affiliate of Parent, which rights are hereby expressly reserved, to discharge or terminate the services of any Affected Employee at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a written agreement between Parent, the Surviving Corporation, the Company or any affiliate of Parent and the Affected Employee. Nothing contained herein shall be construed as requiring, and the Company shall take no action that would have the effect of requiring, Parent or the Surviving Corporation to continue any specific plans, programs, policies, arrangements, 401(k)agreements or understandings. Furthermore, pension no provision of this Agreement shall be construed as prohibiting or other retirement plans limiting the ability of Parent or the Surviving Corporation to amend, modify or terminate any plans, programs, policies, arrangements, agreements or understandings of Parent, the Company or the Surviving Corporation and nothing therein shall be construed as an amendment to any severance such plan, program, policy, arrangement, agreement or health or welfare plans (other than understanding for purposes of equity incentive compensation and determining any accrued benefit under any defined benefit pension plan or as would result in a duplication of benefits)purpose.

Employee Benefits Matters. (a) Following the Closing, Parent SPAC shall, or shall cause the Umbrella Merger Surviving Corporation to, assume, honor Company and fulfill all of the Company Benefit Plans in accordance with their terms as in effect immediately prior to the date of this Agreement or as subsequently amended as permitted pursuant to the terms of such Company Benefit Plans. For a period of 12 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each employee of the Company or the any Company Subsidiary who continues in employment with the Surviving Corporation or any other affiliate of Parent following the Effective Time (each, a “Continuing Employee”) with (i) a base salary or hourly wage raterespective Subsidiaries, as applicable, to provide the employees who provide services to the Companies and cash bonus opportunity that are no less than their respective Subsidiaries and who remain employed immediately after the base salary or hourly wage rateUmbrella Merger Effective Time (the “Continuing Employees”) credit for purposes of eligibility to participate, vesting and determining the level of benefits, as applicable, and cash bonus opportunity provided to such Continuing Employee immediately under any employee benefit plan, program or arrangement established or maintained by SPAC, the Companies, the Umbrella Merger Surviving Company, Umbrella or any of their Subsidiaries (except for any equity compensation plan, defined benefit pension plan and/or retiree health plan) for service accrued or deemed accrued prior to the Umbrella Merger Effective TimeTime with SPAC, the Companies, the Umbrella Merger Surviving Company, Umbrella or any of their Subsidiaries; provided, however, that such crediting of service shall not operate to duplicate any benefit or, except as otherwise required by applicable Law, the funding of any such benefit. In addition, SPAC shall use reasonable best efforts to (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under each of the employee benefit plans established or maintained by SPAC, the Companies, the Umbrella Merger Surviving Company, Umbrella or any of their Subsidiaries that cover the Continuing Employees or their spouses or dependents, and (ii) other employee benefits (includingcause any eligible expenses incurred by any Continuing Employee and his or her covered spouse and dependents, without limitationduring the portion of the plan year in which the Closing occurs, employee under those health and welfare and retirement benefits), other than equity incentive compensation and severance or post-termination benefits, benefit plans in which are no less favorable in the aggregate than at Parent’s option either (A) those employee benefits provided to such Continuing Employee immediately prior currently participates to the Effective Time or (B) be taken into account under those employee benefits that Parent or its affiliates provide to their similarly situated employees during such period. In addition, for a period of 18 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each Continuing Employee severance health and post-termination benefits at least as favorable as the severance and post-termination benefits provided under Company Benefit Plans (after giving effect to the transactions contemplated by this Agreement) welfare benefit plans in which such Continuing Employee participates and/or subsequent to which the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee is a party as of immediately prior to and his or her covered spouse and dependents for the Effective Timeapplicable plan year. Effective as of Following the Effective Time and thereafterClosing, Parent shall provideSPAC shall, or shall cause the Companies, the Umbrella Merger Surviving Corporation Company, Umbrella and each of their respective Subsidiaries, as applicable, to provide, that periods of employment with the Company (including any current or former affiliate of the Company or any predecessor of the Company to the extent recognized by the Company) shall be taken into account for honor all purposes under all employee benefit plans maintained by Parent or an affiliate of Parent for the benefit accrued but unused vacation and other paid time off of the Continuing Employees, including vacation or other paid time-off plans or arrangements, 401(k), pension or other retirement plans and any severance or health or welfare plans (other than for purposes of equity incentive compensation and determining any accrued benefit under any defined benefit pension plan or as would result in a duplication of benefits)Employees that existed immediately prior to the Closing.

Employee Benefits Matters. (a) Following From and after the ClosingEffective Time, Parent shall (or shall cause its Affiliates, including the Surviving Entity and its Subsidiaries to), honor in accordance with their terms, all Plans and all other contracts, agreements, arrangements, policies, plans and commitments of the Company and its Subsidiaries, in each case, as in effect immediately prior to the Effective Time that are applicable to current or former Service Providers. For the period beginning on the Closing Date and continuing through the first anniversary of the Closing Date (or, if shorter, during the period of employment), Parent shall, or shall cause the Surviving Corporation Entity and its Subsidiaries to, assume, honor and fulfill all of the Company Benefit Plans in accordance with their terms as in effect immediately prior to the date of this Agreement or as subsequently amended as permitted pursuant to the terms of such Company Benefit Plans. For a period of 12 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each employee of the Company or the any Company Subsidiary its Subsidiaries who continues in employment with to be employed by the Company or the Surviving Corporation Entity or any other affiliate of Parent following their respective Affiliates after the Effective Time Closing Date (eachcollectively, a the “Continuing EmployeeEmployees”) with (i) a an annual base salary or hourly wage rate, as applicable, and annual cash target bonus or other recurring cash incentive opportunity that are is no less favorable, in the aggregate, than the annual base salary or hourly wage rate, as applicable, and annual target cash bonus or other recurring cash incentive opportunity provided to such Continuing Employee immediately prior to the Effective Time, in the aggregate, and (ii) other employee benefits (includinghealth, without limitation, employee health and welfare and retirement benefits)benefits that are substantially comparable, other than equity incentive compensation and severance or post-termination benefits, which are no less favorable in the aggregate than at aggregate, to either, in Parent’s option either sole discretion, (A) those employee the health, welfare and retirement benefits provided to such Continuing Employee immediately prior to the Effective Time or (B) those employee the health, welfare and retirement benefits that Parent or its affiliates provide provided to their similarly situated employees during such period. In addition, for a period of 18 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to and its Affiliates, in each Continuing Employee severance case and post-termination benefits at least as favorable as for the severance avoidance of doubt, excluding defined benefit pension benefits. Without limiting the foregoing, the Chief Executive Officers of each of Parent and post-termination benefits provided under Company Benefit Plans (after giving effect to the transactions contemplated by this Agreement) in which such Continuing Employee participates and/or to which such Continuing Employee is a party as of immediately prior to the Effective Time. Effective as of the Effective Time and thereafter, Parent shall provideCompany, or each of their respective designees, shall cause the Surviving Corporation cooperate to providedesign and implement an annual bonus program, that periods of employment with the Company (including any current or former affiliate of the Company or any predecessor of the Company to the extent recognized by the Company) shall be taken into account for all purposes under all employee benefit plans maintained by Parent or an affiliate of Parent performance goals, for the benefit of the Continuing Employees, including vacation or other paid timeEmployees for the first full calendar year commencing after the Closing Date (the “Post-off plans or arrangements, 401(kClosing Bonus Plan”), pension with the bonus payouts to be based on the attainment of performance goals applicable to the business of the Company and its Subsidiaries for such year (and not, for the avoidance of doubt, performance goals applicable to the business of Parent or other retirement plans and any severance or health or welfare plans (of its Subsidiaries other than for purposes the Company and its Subsidiaries). Each Continuing Employee shall be entitled to participate in the Post-Closing Bonus Plan with an annual bonus target equal to the greater of equity incentive compensation (x) such Continuing Employee’s annual bonus target under the Closing Year VCP (as defined below) and determining any accrued benefit under any defined benefit pension plan or (y) the annual bonus target of a similarly-situated employees of Parent (as would result in reasonably determined by Parent where such targets constitute a duplication of benefitsrange).

Employee Benefits Matters. (a) Following From and after the ClosingMerger Effective Time, Parent shall, or shall honor and shall cause the Surviving Corporation to, assume, to honor all benefit plans and fulfill all of the Company Benefit Plans compensation arrangements and agreements and employment agreements in accordance with their terms as in effect immediately prior to before the date of this Agreement Merger Effective Time; provided that nothing herein shall preclude Parent from amending or as subsequently amended as permitted pursuant to terminating any such agreement or arrangement in accordance with the terms of such Company Benefit Plansthereof. For a period of 12 months one year following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each employee of the Company or the any Company Subsidiary who continues in employment with the Surviving Corporation or any other affiliate of Parent following the Merger Effective Time (each, a the “Continuing EmployeeBenefits Continuation Period”) with (i) a base salary or hourly wage rate, as applicable, and cash bonus opportunity that are no less than the base salary or hourly wage rate, as applicable, and cash bonus opportunity provided to such Continuing Employee immediately prior to the Effective Time, and (ii) other employee benefits (including, without limitation, employee health and welfare and retirement benefits), other than equity incentive compensation and severance or post-termination benefits, which are no less favorable in the aggregate than at Parent’s option either (A) those employee benefits provided to such Continuing Employee immediately prior to the Effective Time or (B) those employee benefits that Parent or its affiliates provide to their similarly situated employees during such period. In addition, for a period of 18 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each Continuing Employee severance and post-termination benefits at least as favorable as the severance and post-termination benefits provided under Company Benefit Plans (after giving effect to the transactions contemplated by this Agreement) in which such Continuing Employee participates and/or to which such Continuing Employee is a party as of immediately prior to the Effective Time. Effective as of the Effective Time and thereafter, Parent shall provide, or shall cause to be provided, to each current employee of the Company and its subsidiaries who remain employed by the Surviving Corporation after the Merger Effective Time other than such employees covered by collective bargaining agreements (“Company Employees”) (i) compensation (including, without limitation, incentive compensation other than equity-based incentive compensation) no less favorable than the compensation provided to provideCompany Employees (including without limitation incentive compensation other than equity-based incentive compensation) immediately before the Merger Effective Time and (ii) benefits that are no less favorable, that periods in the aggregate, than the benefits provided to Company Employees immediately before the Merger Effective Time. However, nothing in this Section shall prevent Parent or the Surviving Corporation from terminating a Company Employee’s employment, or reducing or otherwise modifying any term or condition of employment employment, in a manner consistent with the Company’s past practices based upon employee performance, or changes in business circumstances or conditions. During the Benefits Continuation Period, Parent shall honor, fulfill and discharge the Company’s and the Company (including any current or former affiliate Subsidiaries’ obligations under, the severance plans listed on Section 7.4(a) of the Company Disclosure Schedule without any amendment or any predecessor of change that is adverse to the Company Employees. During the Benefits Continuation Period, severance benefits offered to the extent recognized by the Company) Company Employees shall be taken determined without taking into account for all purposes under all employee benefit plans maintained by Parent or an affiliate of Parent for any reduction after the benefit of the Continuing Employees, including vacation or other Merger Effective Time in compensation paid time-off plans or arrangements, 401(k), pension or other retirement plans to Company Employees and any used to determine severance or health or welfare plans (other than for purposes of equity incentive compensation and determining any accrued benefit under any defined benefit pension plan or as would result in a duplication of benefits).

Employee Benefits Matters. (a) Following During the Closingperiod beginning on the Closing Date and ending on the first anniversary of the Closing Date, Parent shall, or shall cause the Surviving Corporation to, assume, honor and fulfill all of the Company Benefit Plans in accordance with their terms as in effect immediately prior to the date of this Agreement or as subsequently amended as permitted pursuant to the terms of such Company Benefit Plans. For a period of 12 months following the Effective Time, Parent Buyer shall provide (or cause the Surviving Corporation or another affiliate employees of Parent to provide) to each employee of the Group Company or the any Company Subsidiary who continues in employment with the Surviving Corporation or any other affiliate of Parent following the Effective Time (each, a “Continuing Employee”) with (i) a base salary or hourly wage rate, as applicable, and cash bonus opportunity compensation that are no less than the base salary or hourly wage rate, as applicable, and cash bonus opportunity provided to such Continuing Employee immediately prior to the Effective Time, and (ii) other employee benefits (including, without limitation, employee health and welfare and retirement benefits), other than equity incentive compensation and severance or post-termination benefits, which are is no less favorable in the aggregate than at Parent’s option either (A) those employee benefits the compensation provided to such Continuing Employee employees immediately prior to the Effective Time or (B) those Closing Date and with employee benefits that are substantially similar in the aggregate (determined on a group rather than an individual employee basis) to the Employee Benefit Plans and Foreign Benefit Plans and other benefit plans, programs, agreements or arrangements maintained by the Group Companies as of the Closing Date. Each of Parent and Buyer further agree that, from and after the Closing Date, Parent shall, and shall cause its Affiliates and each Group Company to, grant all Group Company employees credit for any service with any Group Company earned prior to the Closing Date (a) for eligibility and vesting purposes and (b) for purposes of vacation accrual and severance benefit determinations under any benefit or compensation plan, program, agreement or arrangement that may be established or maintained by Parent or any of its affiliates provide to their similarly situated employees during such periodAffiliates or any Group Company on or after the Closing Date (the “New Plans”). In addition, for a period Parent and Buyer shall each use their commercial best efforts to (1) cause to be waived all pre-existing condition exclusions and actively-at-work requirements and similar limitations, eligibility waiting periods and evidence of 18 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each Continuing Employee severance and post-termination benefits at least as favorable as the severance and post-termination benefits provided insurability requirements under Company Benefit any New Plans (after giving effect to the transactions contemplated extent waived or satisfied by this Agreement) in which such Continuing an employee under any Employee participates and/or to which such Continuing Employee is a party as of immediately prior to the Effective Time. Effective Benefit Plan or Foreign Benefit Plan as of the Effective Time Closing Date and thereafter(2) cause any deductible, Parent shall provide, co-insurance and covered out-of-pocket expenses paid on or shall cause before the Surviving Corporation to provide, that periods Closing Date by any employee (or covered dependent thereof) of employment with the Company (including any current or former affiliate of the Company or any predecessor of the Group Company to the extent recognized by the Company) shall be taken into account for all purposes of satisfying the corresponding deductible, coinsurance and maximum out-of-pocket provisions after the Closing Date under all any applicable New Plan in the year of initial participation. Nothing contained in this Section 6.14 (i) shall constitute an amendment to or any other modification of any Employee Benefit Plan or Foreign Benefit Plan, (ii) shall, subject to compliance with the foregoing provisions of this Section 6.14, alter or limit any Group Company’s ability to amend, modify or terminate any particular benefit plan, program, agreement or arrangement as required by law or (iii) is intended to confer upon any employee benefit plans maintained by Parent or an affiliate of Parent any Group Company any right to continued employment for the benefit any period beyond any such right which may exist as of the Continuing EmployeesClosing pursuant to any contract or agreement between any such employee, including vacation or other paid time-off plans or arrangementson the one hand, 401(k), pension or other retirement plans and any severance or health or welfare plans (Group Company, on the other than hand. Parent and Buyer each agree that Parent, Buyer and each Group Company shall be solely responsible for purposes satisfying the continuation coverage requirements of equity incentive compensation and determining any accrued benefit under any COBRA for all individuals who are “M&A qualified beneficiaries” as such term is defined benefit pension plan or as would result in a duplication of benefits)Treasury Regulation Section 54.4980B-9.

Employee Benefits Matters. (a) Following the Closing, Parent shall, or shall cause the Surviving Corporation to, assume, honor From and fulfill all of the Company Benefit Plans in accordance with their terms as in effect immediately prior to after the date of this Agreement or as subsequently amended as permitted pursuant until the Closing Date, Buyer shall consult with Seller and obtain Seller’s consent before distributing any communications to any Employee of the Business whether relating to employee benefits, post-Closing terms of such Company Benefit Plansemployment or otherwise. For a period of 12 months following the Effective Time, Parent Buyer shall provide (or cause Seller with advance copies of, and a reasonable opportunity to comment on, all such communications. From and after the Surviving Corporation or another affiliate date of Parent this Agreement until the Closing Date, Seller and Buyer agree to provide) to each employee of the Company or the any Company Subsidiary who continues in employment with the Surviving Corporation or any other affiliate of Parent following the Effective Time (each, a “Continuing Employee”) with cooperate (i) to establish, no later than 30 business days following the date of this Agreement, a base salary or hourly wage ratecommunications plan for purposes of communicating details regarding the Transactions and the actions contemplated by this Section 8.01 to Employees of the Business, as applicable, and cash bonus opportunity that are no less than including the base salary or hourly wage rate, as applicable, and cash bonus opportunity provided to such Continuing Employee immediately prior to employment offers contemplated by Section 8.01(f) (the Effective Time, “Communications Plan”) and (ii) other employee benefits (including, without limitation, employee health and welfare and retirement benefits), other than equity incentive compensation and severance or post-termination benefits, which are no less favorable in to periodically update the aggregate than at Parent’s option either (A) those employee benefits provided to such Continuing Employee immediately Communications Plan prior to the Effective Time Closing Date; provided that, for the avoidance of doubt, any communications to any Employee of the Business distributed by Buyer pursuant to the Communications Plan shall remain subject to the first two sentences of this Section 8.01(a). From and after the date of this Agreement, Buyer and Seller shall cooperate to address any Contracts between the Transferred Company or Asset Transferring Affiliate and any non-employee Service Provider. (Bb) those Within ten (10) business days of the date of this Agreement, Seller shall provide Buyer with a list on Schedule 8.01(b) containing, as of the date of this Agreement, an identification number, date of hire, position, location, base salary, wage rate, overtime classification (e.g., exempt or non-exempt), overtime payment, bonus and sales incentive target, target equity grant, equity participation rate, information about any current or pending workers’ compensation benefits, sick leave entitlement, yearly vacation entitlement and accrual rate, prior notice entitlement, severance/termination payments, travel entitlement (e.g., travel allowance/car allowance/leased car arrangement/car maintenance allowance), 2023 benefit elections, expected 2024 employee benefits contribution increase and the information required to be provided pursuant to Section 8.01(n) of each individual identified by Seller as expected to be an Employee of the Business, and with respect to Asset Transferring Affiliate’s Employees of the Business, pension/provident fund/education fund contributions, including employer/employee contribution rates and the salary basis for such contributions, and whether such employee is subject to the Section 14 Arrangement under the Israeli Severance Pay Law – 1963 (the “Section 14 Arrangement”) (and if such employee is subject to the Section 14 Arrangement, an indication of whether such arrangement applies to such employee from the commencement of his/her employment on the basis of his/her entire salary); provided, however, that Parent such list shall include the names of Non-U.S. Business Employees. Seller shall update such information periodically prior to the Closing Date to reflect new hires, leaves of absence, employment terminations, changes to compensation, and any other material changes thereto, and will also include accrued and unused sick leave entitlement, and provide copies of such updated lists and information to Buyer. (c) Each Employee of the Business who, as of the Closing Date, is on an approved leave of absence from work with Seller or its affiliates provide Affiliates (including military reserve 86 duty, short-term disability or workers compensation) or whose employment may not be terminated subject to their similarly situated employees during such periodapplicable Law is herein referred to as an “Inactive Employee”. In addition, for a period of 18 months following Seller and its Affiliates shall ensure that each Inactive Employee shall be employed by an entity other than the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each Continuing Employee severance and post-termination benefits at least as favorable as the severance and post-termination benefits provided under Transferred Company Benefit Plans (after giving effect to the transactions contemplated by this Agreement) in which such Continuing Employee participates and/or to which such Continuing Employee is a party as of immediately prior to the Effective TimeClosing. Effective Buyer shall offer employment to each Inactive Employee on the earliest practicable date following the return of such Inactive Employee to work with Seller and its Affiliates, or otherwise upon the consummation of the legal circumstances allowing the termination of employment of such Inactive Employee, on terms and conditions consistent with this Section 8.01; provided that, for employees on approved leave of absence, such employee returns to work within 180 days following the Closing Date or such time as required by applicable Law (even if in excess of 180 days). Seller shall promptly notify Buyer of the occurrence and end of any such leave of absence. In the case of any Inactive Employee who becomes a Transferred Employee on or after the day following the Closing Date, all references in this Article VIII to (i) the Closing or the Closing Date (other than in this Section 8.01(c)) shall be deemed to be references to the day prior to the date on which such individual becomes a Transferred Employee or such date allowing the transfer subject to applicable Law and (ii) the Transfer Time shall be deemed to be references to 12:01 A.M., local time, on the date that such individual becomes a Transferred Employee. (d) Those Employee of the Business listed on Schedule 8.01(d) are herein referred to as the “Transition Employees”. Seller and its Affiliates shall ensure that each Transition Employee (other than any Transition Employee that may be hired by Seller or its Affiliates after the Closing, as specified on Schedule 8.01(d)) shall be employed by an entity other than the Transferred Company as of immediately prior to the Closing. Buyer shall offer employment to each Transition Employee as of the Effective Time end of the applicable transition services under the Transition Services Agreement or Transition Manufacturing Agreement (or at such other time mutually agreed between Buyer and thereafterSeller) (the applicable date for each Transition Employee, Parent the “Transition End Date”) on terms and conditions consistent with this Section 8.01 and shall providehire each such Transition Employee who accepts such offer of employment. The Continuation Period (as defined below) with respect to such Transition Employees shall run concurrently with the period of time during which the applicable transition services are performed under the Transition Services Agreement or Transition Manufacturing Agreement so that, or with respect to each Transition Employee, the Continuation Period shall cause not extend beyond the Surviving Corporation Transition End Date if such date occurs after the second (2nd) anniversary of the Closing Date. Seller and its Affiliates shall enter into retention incentive agreements with the Transition Employees during the transition service period which shall be subject to providereview and consultation by Buyer; provided, further, that periods notwithstanding the foregoing, Buyer and its Affiliates’ obligations to provide severance in accordance with Section 8.01(j) or Section 8.01(m), as applicable, shall end on the later of (i) the end of the Continuation Period and (ii) three (3) months following the Transitions Employee’s commencement of employment with Buyer and its Affiliates. Seller and its Affiliates shall not terminate any Transition Employee, other than for cause (as determined by Seller in good faith), without consultation in good faith with Buyer and shall use commercially reasonable efforts to replace any Transition Employee who terminates employment prior to the Company Transition End Date, and shall consult in good faith with Buyer with respect to any such replacement. Any such replacement employee shall then be considered a “Transition Employee.” In the case of any Transition Employee who becomes a Transferred 87 Employee on or after the day following the Closing Date, all references in this Article VIII to (including any current i) the Closing or former affiliate the Closing Date (other than in this Section 8.01(d) and for purposes of the Company definition of Continuation Period below) shall be deemed to be references to the day prior to the date on which such individual becomes a Transferred Employee or such date allowing the transfer subject to applicable Law and (ii) the Transfer Time shall be deemed to be references to 12:01 A.M., local time, on the date that such individual becomes a Transferred Employee. (e) With respect to U.S. Transferred Employees, Seller and Buyer intend that the Transactions should not constitute a separation, termination or severance of employment of any predecessor such Employee of the Company Business prior to or upon the occurrence of the Transfer Time, including for purposes of any Business Employee Benefit Plan that provides for separation, termination or severance benefits, and that such employee will have continuous and uninterrupted employment immediately before and immediately after the Transfer Time. With respect to Non-U.S. Employees of the Business, Seller and its Affiliates shall use commercially reasonable efforts to provide thirty (30) days’ notice (or a longer notice period if required under the employment agreements of such Employees of the Business) of the termination of employment with Seller and its Affiliates in connection with the Closing Date, and may make a “payment in lieu” of the applicable notice period to such Employees of the Business. (f) Prior to the Closing Date, to the extent recognized permitted by Law, Seller, or its applicable Affiliate, will terminate the Companyemployment of each Non-U.S. Employee of the Business, such termination to be effective as of the Closing Date, or such date after Closing that is the earliest date permitted by applicable Law. Buyer or one of its Affiliates will offer employment to (i) each Non-U.S. Employee of the Business who is not an Inactive Employee effective at 12:01 A.M., local time, on the day of the Closing Date (the “Transfer Time”) and (ii) each Inactive Employee in accordance with Section 8.01(c) of this Agreement. For Non- U.S. Employees of the Business who are not Inactive Employees, (x) Seller and its Affiliates shall provide notifications of termination to such Non-U.S. Employees of the Business at least fifteen (15) days prior to Closing, and (y) Buyer or its Affiliate will provide such offers as soon as reasonably practicable after Seller and its Affiliates provide the Non-U.S. Employee of the Business notification of termination and, in any event, at least fifteen (15) days prior to Closing. Offers pursuant to this Section 8.01(f) shall (i) be taken into account for all purposes under all employee benefit plans maintained by Parent a comparable position at the same or an affiliate of Parent for the benefit a nearby geographic work location, in each case, to those as of the Continuing EmployeesClosing Date, (ii) for Non-U.S. Employees of the Business, be in a manner which shall not be deemed as derogating from their terms of employment and shall provide to each Transferred Employee no less favorable terms of employment, as applicable prior to the Transfer Time and for employment with Buyer Israeli Subsidiary, (iii) for U.S. Employees of the Business, be sufficient to avoid any severance obligations under applicable Law, a Seller Employee Benefit Plan, or applicable Contract and (iv) otherwise comply in all respects with applicable Law (including with respect to compensation and benefits). (g) Seller and its Affiliates shall pay Transferred Employees for salary, accrued vacation and, except as expressly set forth in Section 8.01(n), Section 8.01(o) or Section 8.01(p), all other wages and other compensation due and earned through the Closing Date. Immediately following Closing, each Transferred Employee will be eligible for paid vacation or other paid time-time off plans or arrangements, 401(k), pension or other retirement plans from Buyer and any severance or health or welfare plans (other its Affiliates at an accrual rate not less than for purposes of equity incentive compensation and determining any accrued benefit under any defined benefit pension plan or as would result in a duplication of benefits).the accrual

Employee Benefits Matters. (a) Following From the date hereof until the Closing, Parent shall, or Buyer shall cause the Surviving Corporation to, assume, honor and fulfill all reasonably consult with Seller before distributing communications to any Employees of the Business relating to employee benefits or post-Closing terms of employment and shall incorporate Seller's reasonable comments in such communications. Seller shall reasonably consult with Buyer regarding the contents of any written communications the Target Company Benefit Plans intends to give to any Employees of the Business regarding or relating to the transaction contemplated hereby, and shall incorporate Buyer's reasonable comments in accordance with their terms as in effect such communications. Effective on the Closing Date, Buyer will cause all Persons who are Employees of the Business immediately prior to the date Closing Date to continue as Employees of this Agreement or the Business, subject to Buyer's standard hiring processes and procedures, such as subsequently amended as permitted pursuant those relating to background checks, drug testing and accepting Buyer's Ethics Policy, to the terms of such Company Benefit Plansextent permitted under applicable law. For a period of 12 months following one year after the Effective TimeClosing Date, Parent Buyer shall provide (or cause the Surviving Corporation or another affiliate of Parent Target Company to provide) provide to each employee the Employees of the Company or the any Company Subsidiary who continues in employment with the Surviving Corporation or any other affiliate of Parent following the Effective Time (each, a “Continuing Employee”) with (i) a base salary or hourly wage rate, as applicable, and cash bonus opportunity that are no less than the base salary or hourly wage rate, as applicable, and cash bonus opportunity provided to such Continuing Employee Business immediately prior to the Effective TimeClosing Date, to the extent they continue to be Employees of the Business, compensation packages, including base salary or wage rates and (ii) other employee benefits (including, without limitation, employee health and welfare and retirement benefits), other than equity incentive compensation and severance or post-termination benefits, which are no less favorable which, in the aggregate than at Parent’s option either (A) aggregate, are substantially similar to those employee benefits provided by the Buyer to such Continuing Employee immediately prior to the Effective Time or (B) those employee benefits that Parent or its affiliates provide to their similarly situated employees during such periodof the Buyer. In addition, for a period of 18 months following the Effective Time, Parent shall provide (or Buyer will cause the Surviving Corporation Target Company to pay Employees of the Business terminated within one year after the Closing Date severance or another affiliate of Parent to provide) to each Continuing Employee severance and post-similar termination benefits at least as favorable to the Employees of the Business as the those provided to other similarly situated employees of Buyer, provided, however, that Parent shall be obligated to pay such severance and post-or termination benefits provided under Company Benefit Plans (after giving effect with respect to the transactions contemplated by this Agreementemployees set forth on Section 6(e)(ii) in which such Continuing Employee participates and/or to which such Continuing Employee is of the Disclosure Schedule who are terminated as a party as result of immediately the loss of the Wxxxxx-Xxxxxxxx business. Buyer shall, (x) recognize for all purposes (other than benefit accrual under a defined benefit pension plan) under all employee benefit plans, programs and arrangements, service with Target Company prior to the Effective TimeClosing Date and (y) waive any pre-existing condition exclusion requirements under all employee health and other welfare benefit plans, provided, however, that no such waiver shall apply to a pre-existing condition for which coverage was not applicable under the provisions of the Employee Welfare Benefit Plans of Seller or Parent prior to Closing. Buyer shall assume or cause the Target Company to recognize, assume and pay, as applicable, (A) Parent's cash payment obligations under the Retention Arrangements (excluding cash incentive payments in respect of Alpharma Inc. Performance Units), (B) all employment taxes, and (C) all unused vacation and sick pay to which any Employee of the Business is entitled as of the Closing Date. Except as otherwise provided herein, Buyer shall not assume any Employee Benefit Plans in which Employees of the Business participated prior to Closing. On and after the Closing Date, Employees of the Business shall not accrue any benefits under any Employee Benefit Plan of Seller or Parent nor shall Seller or Parent's Employee Welfare Benefit Plans provide any benefits based upon facts, circumstances or third party services performed on or after the Closing Date for Target Company or Buyer. Effective as of the Effective Time and thereafterClosing Date, Parent shall provide, or cause all Employees of the Business to be 100% vested in their benefits under its Pension Plan and Savings Plan and shall cause the Surviving Corporation to provide, that periods of employment permit distributions in accordance with the Company (including any current terms of such Plans and applicable law. No assets or former affiliate of the Company liabilities from Parent's Pension Plan or any predecessor of the Company to the extent recognized by the Company) Savings Plan shall be taken into account for all purposes under all employee benefit transferred to any similar plans maintained by Parent or an affiliate Buyer other than in a rollover transaction in accordance with the terms of Parent for Buyer's plans and applicable law and at the benefit election of affected Employees of the Continuing Employees, including vacation or other paid time-off plans or arrangements, 401(k), pension or other retirement plans Business. It is expressly agreed that Seller and any severance or health or welfare plans (other than for purposes of equity incentive Parent shall retain all obligations to provide compensation and determining disability, medical, retiree medical, "COBRA" continuation coverage under Code Section4980B, pension, retirement and other employee benefits to any accrued benefit under any defined benefit pension plan individual who does not qualify as an Employee of the Business, including, without limitation, individuals who, as of the Closing Date, are on short-term or as would result in a duplication of benefits)long-term disability leave or have retired.

Employee Benefits Matters. (a) Following If the ClosingClosing occurs by December 31, 2016, then from the Effective Time through December 31, 2016, Parent shall, or shall cause the Surviving Corporation or any of their respective Affiliates to, assumeprovide to each individual who, honor and fulfill all of the Company Benefit Plans in accordance with their terms as in effect immediately prior to the date of this Agreement or as subsequently amended as permitted pursuant Effective Time is a Company Employee and continues to the terms of such Company Benefit Plans. For a period of 12 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each employee of be employed with the Company or the any Company Subsidiary who continues in employment with the Surviving Corporation or Subsidiary, including any other affiliate individual on an approved leave of Parent following absence (including without limitation short-term disability leave) immediately prior to the Effective Time (each, a the “Continuing EmployeeEmployees”) with ), (i) a base the same salary or hourly wage rate, as applicable, and cash rate provided to such Continuing Employee immediately prior to the Effective Time; (ii) the same target short-term (annual or more frequent) bonus opportunity that are no less than the base salary or hourly wage rate, as applicable, and cash bonus commission opportunity provided to such Continuing Employee immediately prior to the Effective Time, ; and (iiiii) other employee compensation and benefits (including, without limitation, employee health excluding defined benefit plans and welfare equity and retirement benefits), other than equity incentive compensation and severance or postequity-termination benefits, which based awards) that are no less favorable in the aggregate than at those provided to the Company Employees under the compensation and benefit plans, programs, policies, agreements and arrangements of the Company and its Subsidiaries in effect immediately prior to the Effective Time. From the later of the Effective Time and December 31, 2016 through the first anniversary of the Effective Time, Parent shall, or shall cause the Surviving Corporation or any of their respective Affiliates to, provide to each individual who was a Continuing Employee and continues to be employed by the Parent’s option , the Surviving Corporation or any of their respective Affiliates, including any such Continuing Employee on an approved leave of absence (including without limitation short-term disability leave) immediately prior to December 31, 2016, compensation and benefits opportunities (excluding defined benefit plans and equity and equity based-awards) that are substantially comparable in the aggregate to either (Ai) those employee the compensation and benefits opportunities (excluding defined benefit plans and equity and equity based-awards) provided to such Continuing Employee immediately prior to the Effective Time Time, or (Bii) those employee the compensation and benefits that opportunities (excluding defined benefit plans and equity and equity based-awards) currently provided by Parent or its affiliates provide Affiliates to their similarly similarly-situated employees during such periodof Parent or its Affiliates. In additionNotwithstanding anything to the contrary set forth herein, for a period and subject to the conditions of 18 months following Section 5.2(b)Section 5.2(a), after the Effective Agreement and Plan of Merger Page 33 Time, Parent nothing in this Section 5.2(a) shall provide (or cause preclude the Surviving Corporation or another affiliate from terminating the employment of Parent to provide) to each Continuing any Company Employee severance and post-termination benefits at least as favorable as the severance and post-termination benefits provided under Company Benefit Plans (after giving effect to the transactions contemplated by this Agreement) in which such Continuing Employee participates and/or to which such Continuing Employee is a party as of immediately prior to the Effective Time. Effective as of the Effective Time and thereafter, Parent shall provide, or shall cause the Surviving Corporation to provide, that periods of employment with the Company (including for any current or former affiliate of the Company or any predecessor of the Company to the extent recognized by the Company) shall be taken into account for all purposes under all employee benefit plans maintained by Parent or an affiliate of Parent for the benefit of the Continuing Employees, including vacation or other paid time-off plans or arrangements, 401(k), pension or other retirement plans and any severance or health or welfare plans (other than for purposes of equity incentive compensation and determining any accrued benefit under any defined benefit pension plan or as would result in a duplication of benefits)lawful reason.

Employee Benefits Matters. (a) Following the Closing, Parent shall, or shall cause the Surviving Corporation to, assume, honor and fulfill all All employees of the Company Benefit Plans in accordance with their terms as in effect immediately prior to the date of this Agreement or as subsequently amended as permitted pursuant to the terms of such Company Benefit Plans. For a period of 12 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each employee of the Company or the any Company Subsidiary who continues in employment with the Surviving Corporation or any other affiliate of Parent following the Effective Time (each, a “Continuing Employee”) with (i) a base salary or hourly wage rate, as applicable, and cash bonus opportunity that are no less than the base salary or hourly wage rate, as applicable, and cash bonus opportunity provided to such Continuing Employee immediately prior to the Effective Time, and (ii) other employee benefits (including, without limitation, employee health and welfare and retirement benefits), other than equity incentive compensation and severance or post-termination benefits, which are no less favorable in the aggregate than at Parent’s option either (A) those employee benefits provided to such Continuing Employee immediately prior to the Effective Time or (B) those employee benefits that Parent or its affiliates provide to their similarly situated employees during such period. In addition, for a period of 18 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each Continuing Employee severance and post-termination benefits at least as favorable as the severance and post-termination benefits provided under Company Benefit Plans (after giving effect to the transactions contemplated by this Agreement) in which such Continuing Employee participates and/or to which such Continuing Employee is a party Group Companies as of immediately prior to the First Effective Time shall continue as employees of the Group Companies as of the First Effective Time. Effective as Any such employee who remains employed by a Group Company or any Affiliate of Parent for any time thereafter shall be a “Company Employee”. For a period beginning on the Effective Time Closing Date and thereaftercontinuing thereafter for twelve (12) months, Parent shall provide, or shall cause the Surviving Corporation its Subsidiaries to provide, that periods of employment Company Employees with the Company compensation (including any current an annual cash bonus opportunity) and employee benefits that in the aggregate are substantially comparable to either (i) the compensation (including an annual cash bonus opportunity) and employee benefits provided to each such Company Employee by the Group Companies immediately prior to the Closing Date or former affiliate (ii) the compensation (including an annual cash bonus opportunity) and employee benefits provided by the Parent Companies to their similarly situated non-union employees; provided, however, that for purposes of the Company or foregoing, equity and equity-based compensation provided by any predecessor of the Group Company to the extent recognized by the Company) any Company Employee shall not be taken into account and Parent shall have no obligation to provide equity or equity-based compensation to any Company Employee. Notwithstanding the foregoing or any other provision of this Agreement, (x) Company Employees will be eligible to commence participation in Parent’s 401(k) plan only upon the date that is one month after closing and (y) nothing in this Agreement or any Ancillary Agreement shall be deemed to amend any Company Benefit Plan or limit, in any respect, the right of Parent or any of its Subsidiaries (including the Group Companies) to (A) terminate the employment of any Company Employee at any time for all purposes under all any or no reason, (B) change or modify the terms or conditions of employment for any Company Employee (including location of performance) or (C) change or modify any employee benefit plans maintained by Parent or an affiliate of Parent for the benefit of the Continuing Employees, including vacation or other paid time-off plans or arrangements, 401(k), pension or other retirement plans and any severance or health or welfare plans (other than for purposes of equity incentive compensation and determining any accrued benefit under any defined benefit pension plan or as would result arrangement in a duplication of benefits)accordance with their terms.

Employee Benefits Matters. Effective as of the Effective Time and for a period of twelve (a12) Following the Closingmonths thereafter, Parent shallshall provide, or shall cause the Surviving Corporation to, assume, honor and fulfill all of the Company Benefit Plans in accordance with their terms as in effect immediately prior to the date of this Agreement or as subsequently amended as permitted pursuant to the terms of such Company Benefit Plans. For a period of 12 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) , to each employee of the Company or the any Company Subsidiary who continues in employment with to be employed by the Company or the Surviving Corporation or any other affiliate of Parent following after the Effective Time (eachthe “Affected Employees”), a “Continuing Employee”) with (ia) a base salary or regular hourly wage ratewage, as whichever is applicable, and cash bonus opportunity that are no is not less than the base salary or regular hourly wage rate, as applicable, and cash bonus opportunity provided to such Continuing Affected Employee by the Company immediately prior to the Effective Time, and (iib) other employee benefits (includingthat are, without limitation, employee health and welfare and retirement benefits), other than equity incentive compensation and severance or post-termination benefits, which are no less favorable in the aggregate than at Parent’s option either (A) aggregate, substantially comparable to those employee benefits provided to such Continuing Affected Employee immediately prior to (including all dependents) by the Effective Time or (B) those employee benefits that Parent or its affiliates provide to their similarly situated employees during such period. In addition, for a period of 18 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each Continuing Employee severance and post-termination benefits at least as favorable as the severance and post-termination benefits provided under Company Benefit Plans (after giving effect to the transactions contemplated by this Agreement) in which such Continuing Employee participates and/or to which such Continuing Employee is a party as of immediately prior to the Effective Time; provided, that neither Parent nor the Surviving Corporation nor any of their Subsidiaries shall have any obligation to issue, or adopt any plans or arrangements providing for the issuance of, shares of capital stock, warrants, options, stock appreciation rights or other rights in respect of any shares of capital stock of any entity or any securities convertible or exchangeable into such shares pursuant to any such plans or arrangements; provided, further, that no plans or arrangements of the Company or any Company Subsidiary providing for such issuance shall be taken into account in determining whether employee benefits are substantially comparable in the aggregate. Effective as of the Effective Time and thereafter, Parent shall provide, or shall cause the Surviving Corporation to provide, that periods of employment with the Company (including any current or former affiliate of the Company or any predecessor of the Company to the extent recognized by the Company) shall be taken into account (i) for all purposes of vesting (but not benefit accrual) under Parent’s defined benefit pension plan, (ii) for purposes of eligibility for vacation under Parent’s vacation program, (iii) for purposes of eligibility and participation under any health or welfare plan maintained by Parent (other than any post-employment health or post-employment welfare plan) and Parent’s 401(k) plan and (iv) unless covered under another arrangement with or of the Company, for benefit accrual purposes under all Parent’s severance plan (in the case of each of clauses (i), (ii), (iii) and (iv), solely to the extent that Parent makes such plan or program available to employees of the Surviving Corporation and not in any case where credit would result in duplication of benefits), but not for purposes of any other employee benefit plan of Parent. Effective as of the Effective Time and thereafter, Parent shall, and shall cause the Surviving Corporation to, (i) reduce any period of limitation on health benefits coverage of Affected Employees due to pre-existing conditions (or actively at work or similar) under the applicable health benefits plan of Parent or an affiliate of Parent by the number of days of an individual’s “creditable coverage,” to the extent required by Section 701 of ERISA, (ii) waive any and all eligibility waiting periods and evidence of insurability requirements with respect to such Affected Employees to the extent such eligibility waiting periods or evidence of insurability requirements were waived with respect to the Affected Employees under the Benefits Plans and (iii) credit each Affected Employee with all deductible payments, out-of-pocket or other co-payments paid by such employee under the health benefit plans maintained by of the Company or its affiliates prior to the Closing Date during the year in which the Closing occurs for the purpose of determining the extent to which any such employee has satisfied his or her deductible and whether he or she has reached the out-of-pocket maximum under any health benefit plan of Parent or an affiliate of Parent for the benefit of the Continuing Employeessuch year. The Offer shall not affect any Affected Employee’s accrual of, including vacation or other paid time-off plans or arrangementsright to take, 401(k), pension or other retirement plans and any severance or health or welfare plans (other than for purposes of equity incentive compensation and determining any accrued benefit under but unused personal, sick or vacation policies applicable to such Affected Employee immediately prior to the Effective Time. Nothing in this Agreement shall confer upon any defined benefit pension plan Affected Employee any right to continue in the employ or as would result service of Parent, the Surviving Corporation or any affiliate of Parent, or shall interfere with or restrict in any way the rights of Parent, the Surviving Corporation or any affiliate of Parent, which rights are hereby expressly reserved, to discharge or terminate the services of any Affected Employee at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a duplication written agreement between Parent, the Surviving Corporation, the Company or any affiliate of benefits)Parent and the Affected Employee.

Employee Benefits Matters. (a) Following From and after the ClosingMerger Effective Time, Parent shall, or shall honor and shall cause the Surviving Corporation to, assume, to honor all benefit plans and fulfill all of the Company Benefit Plans compensation arrangements and agreements and employment agreements in accordance with their terms as in effect immediately prior to before the date of this Agreement Merger Effective Time; provided that nothing herein shall preclude Parent from amending or as subsequently amended as permitted pursuant to terminating any such agreement or arrangement in accordance with the terms of such Company Benefit Plansthereof. For a period of 12 months one year following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each employee of the Company or the any Company Subsidiary who continues in employment with the Surviving Corporation or any other affiliate of Parent following the Merger Effective Time (each, a the “Continuing EmployeeBenefits Continuation Period”) with (i) a base salary or hourly wage rate, as applicable, and cash bonus opportunity that are no less than the base salary or hourly wage rate, as applicable, and cash bonus opportunity provided to such Continuing Employee immediately prior to the Effective Time, and (ii) other employee benefits (including, without limitation, employee health and welfare and retirement benefits), other than equity incentive compensation and severance or post-termination benefits, which are no less favorable in the aggregate than at Parent’s option either (A) those employee benefits provided to such Continuing Employee immediately prior to the Effective Time or (B) those employee benefits that Parent or its affiliates provide to their similarly situated employees during such period. In addition, for a period of 18 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each Continuing Employee severance and post-termination benefits at least as favorable as the severance and post-termination benefits provided under Company Benefit Plans (after giving effect to the transactions contemplated by this Agreement) in which such Continuing Employee participates and/or to which such Continuing Employee is a party as of immediately prior to the Effective Time. Effective as of the Effective Time and thereafter, Parent shall provide, or shall cause to be provided, to each current employee of the Company and its subsidiaries who remain employed by the Surviving Corporation after the Merger Effective Time other than such employees covered by collective bargaining agreements (“Company Employees”) (i) compensation (including, without limitation, incentive compensation other than equity-based incentive compensation) no less favorable than the compensation provided to provideCompany Employees (including without limitation incentive compensation other than equity-based incentive compensation) immediately before the Merger Effective Time and (ii) benefits that are no less favorable, that periods in the aggregate, than the benefits provided to Company Employees immediately before the Merger Effective Time. However, nothing in this Section shall prevent Parent or the Surviving Corporation from terminating a Company Employee’s employment, or reducing or otherwise modifying any term or condition of employment employment, in a manner consistent with the Company’s past practices based upon employee performance, or changes in business circumstances or conditions. During the Benefits Continuation Period, Parent shall honor, fulfill and discharge the Company’s and the Company (including any current or former affiliate Subsidiaries’ obligations under, the severance plans listed on Section 7.04(a) of the Company Disclosure Schedule without any amendment or any predecessor of change that is adverse to the Company Employees. During the Benefits Continuation Period, severance benefits offered to the extent recognized by the Company) Company Employees shall be taken determined without taking into account for all purposes under all employee benefit plans maintained by Parent or an affiliate of Parent for any reduction after the benefit of the Continuing Employees, including vacation or other Merger Effective Time in compensation paid time-off plans or arrangements, 401(k), pension or other retirement plans to Company Employees and any used to determine severance or health or welfare plans (other than for purposes of equity incentive compensation and determining any accrued benefit under any defined benefit pension plan or as would result in a duplication of benefits).

Employee Benefits Matters. (a) Following the Closing, Parent shall, or shall cause the Surviving Corporation to, assume, honor and fulfill all All employees of the Company Benefit Plans in accordance with their terms Group Companies as in effect of immediately prior to the date of this Agreement or Effective Time shall continue as subsequently amended as permitted pursuant to the terms of such Company Benefit Plans. For a period of 12 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each employee employees of the Company or the any Company Subsidiary who continues in employment with the Surviving Corporation or any other affiliate Group Companies as of Parent following the Effective Time (each, a “Continuing Company Employee”) ). Seller shall take all action necessary to cause the Company Employees to cease participating as active employees in each Seller Benefit Plan effective as of the Closing. Other than with (i) respect to Company Employees who provide services pursuant to a base salary or hourly wage rate, as applicable, and cash bonus opportunity that are no less than the base salary or hourly wage rate, as applicable, and cash bonus opportunity provided to such Continuing Employee immediately prior to the Effective Time, and (ii) other employee benefits (including, without limitation, employee health and welfare and retirement benefits), other than equity incentive compensation and severance or post-termination benefits, which are no less favorable in the aggregate than at Parent’s option either (A) those employee benefits provided to such Continuing Employee immediately prior to the Effective Time or (B) those employee benefits that Parent or its affiliates provide to their similarly situated employees during such period. In additioncollective bargaining agreement, for a period of 18 months following beginning on the Effective TimeClosing Date and continuing thereafter for twelve (12) months, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each Continuing Employee severance and post-termination benefits at least as favorable as the severance and post-termination benefits provided under Company Benefit Plans (after giving effect to the transactions contemplated by this Agreement) in which such Continuing Employee participates and/or to which such Continuing Employee is a party as of immediately prior to the Effective Time. Effective as of the Effective Time and thereafter, Parent Buyer shall provide, or shall cause the Surviving Corporation its Subsidiaries to provide, Company Employees with (i) employee benefits that periods in the aggregate are substantially comparable to the employee benefits provided to similarly situated employees of employment with the Company Buyer and its Affiliates, and (ii) base salary or wage rates and other compensation (including any current 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 Company Employee by the Group Companies, Seller or former affiliate an Affiliate of Seller immediately prior to the Closing Date; provided, however, that for purposes of the Company or foregoing, equity and equity-based compensation provided by any predecessor of the Group Company to the extent recognized by the Company) any Company Employee shall not be taken into account and Buyer shall have no obligation to provide equity or equity-based compensation to any Company Employee. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Agreement or any Ancillary Document shall be deemed to amend any Company Benefit Plan or limit, in any respect, the right of Buyer or any of its Subsidiaries (including the Group Companies) to (A) terminate the employment of any Company Employee at any time for all purposes under all employee benefit plans maintained by Parent any or no reason, (B) change or modify the terms or conditions of employment for any Company Employee (including location of performance) or (C) change or modify any Employee Benefit Plan or arrangement in accordance with its terms. Buyer shall permit each Company Employee who was a participant in or eligible to participate in a 401(k) Plan of Seller or an affiliate Affiliate of Parent for Seller prior to the benefit Closing to be eligible to participate in a defined contribution retirement plan that is intended to be tax qualified and that is established or designated by Buyer (the “Buyer 401(k) Plan”) in accordance with the terms of the Continuing EmployeesBuyer 401(k) Plan, including vacation or other paid time-off plans or arrangements, 401(kand subject to the approval of the applicable plan fiduciaries (which Buyer shall seek), pension or other retirement plans Buyer shall take any and any severance or health or welfare plans all actions as may be required to permit each such employee to make rollover contributions of “eligible rollover distributions” (other than for purposes within the meaning of equity incentive compensation Section 401(a)(31) of the Code, and determining any accrued benefit under any defined benefit pension including plan or as would result loans) to the Buyer 401(k) Plan in a duplication an amount equal to the eligible rollover distribution portion of benefitsthe account balance distributed to such employee from the Company 401(k) Plan (including plan loans).

Employee Benefits Matters. (a) Following the Closing, Parent shall, or shall cause the Surviving Corporation to, assume, honor and fulfill all All persons who are employees of the Company Benefit Plans in accordance with their terms as in effect immediately prior to the date of this Agreement or as subsequently amended as permitted pursuant to the terms of such Company Benefit Plans. For a period of 12 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each employee of the Company or the any Company Subsidiary who continues in employment with the Surviving Corporation or any other affiliate of Parent following the Effective Time (each, a “Continuing Employee”) with (i) a base salary or hourly wage rate, as applicable, and cash bonus opportunity that are no less than the base salary or hourly wage rate, as applicable, and cash bonus opportunity provided to such Continuing Employee immediately prior to the Effective Time, and (ii) other employee benefits (including, without limitation, employee health and welfare and retirement benefits), other than equity incentive compensation and severance or post-termination benefits, which are no less favorable in the aggregate than at Parent’s option either (A) those employee benefits provided to such Continuing Employee Acquiree Bank immediately prior to the Effective Time and whose employment is not terminated at the Effective Time (a "Acquiree Bank Continuing Employee") shall, at the Effective Time, become employees of Acquiror Bank; provided, however, that in no event shall any of Acquiree Bank's employees be officers of Acquiror MHC, Acquiror Bancorp or (B) those employee benefits that Parent Acquiror Bank, or its affiliates have or exercise any power or duty conferred upon such an officer, unless and until duly elected or appointed to such position in accordance with the bylaws of Acquiror MHC, Acquiror Bancorp and Acquiror Bank. Except for Xxxxx Xxxxxx, all of the Acquiree Bank Continuing Employees shall be employed at the will of Acquiror Bank and no contractual right to employment shall inure to such employees because of this Agreement or otherwise. Acquiror Bank will provide to their similarly situated Acquiree Bank no later than 30 days prior to the Effective Date a schedule of Acquiree Bank employees during such periodwho will be terminated by Acquiror Bank on the Effective Date. In additionTo the extent that Acquiror Bank terminates the employment of any of Acquiree Bank's employees, other than for a period of 18 cause, on or within six months following the Effective TimeDate, Parent Acquiror Bank shall provide (to such former Acquiree Bank employee a severance payment equal to two weeks salary for each year of service that such employee was employed by Acquiree Bank, up to a maximum of 26 weeks salary;provided, however, that Acquiror Bank shall not have any obligation to provide any severance payment to any of Acquiree Bank's employees or cause the Surviving Corporation Acquiree Bank Continuing Employees whose termination of employment occurs due to death, disability, resignation or another affiliate of Parent to provide) to each Continuing Employee severance and post-termination benefits at least as favorable as the severance and post-termination benefits provided under Company Benefit Plans (after giving effect to the transactions contemplated by this Agreement) in which such Continuing Employee participates and/or to which such Continuing Employee is a party as of immediately prior to the Effective Time. Effective as of the Effective Time and thereafter, Parent shall providedischarge for cause, or shall cause who are entitled to severance benefits or the Surviving Corporation to provide, that periods equivalent thereof under the terms of employment an individual contract with the Company (including any current Acquiree Bank or former affiliate Acquiror. Acquiree Bank has furnished Acquiror with a schedule identifying each Acquiree Bank employee and each such employee's years of the Company or any predecessor of the Company to the extent recognized by the Company) shall be taken into account for all purposes under all employee benefit plans maintained by Parent or an affiliate of Parent for the benefit of the Continuing Employees, including vacation or other paid time-off plans or arrangements, 401(k), pension or other retirement plans and any severance or health or welfare plans (other than for purposes of equity incentive compensation and determining any accrued benefit under any defined benefit pension plan or as would result in a duplication of benefits)service with Acquiree Bank.