Common use of Employee Benefits Clause in Contracts

Employee Benefits. Immediately after the Effective Time, Parent or the Surviving Corporation shall cause to be provided to the Surviving Corporation's employees for not less than one year from and after the Closing Date Current Benefits (as defined below) that are, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately prior to the Effective Time, for purposes of determining eligibility to participate in and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plans.

Employee Benefits. Immediately (a) From and after the Effective Time, Parent or the Surviving Corporation shall cause to be provided to the Surviving Corporation's employees for not less than one year from and after the Closing Date Current Benefits (as defined below) that are, Company Benefit Plans in the aggregate, substantially as favorable to such employees as the Current Benefits available to them effect as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality shall remain in effect with respect to employees of the foregoingCompany (or its Subsidiaries), for not less than one year from and after covered by such plans at the Closing Date (a) all Surviving Corporation employees will continue Effective Time until such time as Parent shall, subject to be provided with applicable Law, the same level of severance benefits provided to them immediately prior to the date terms of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by and the terms of such plans, either transfer employees and former employees of the Company prior and its Subsidiaries (“Transferred Employees”) to existing benefit plans of the Parent or Merger Sub or adopt new benefit plans with respect to such Transferred Employees (the “Transferred Employee Plans”). Prior to the execution of this AgreementEffective Time, of which Parent and the Company has provided shall cooperate in reviewing, evaluating and analyzing Company Benefit Plans with a view towards determining appropriate Transferred Employee Plans. Parent will, and will cause its Subsidiaries to, with accurate and complete copies prior respect to the date hereof and all Transferred Employee Plans, (bi) to the extent that any provide each employee of the Surviving Corporation participates Company or its Subsidiaries with service or other credit for all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to employees of the Company or its Subsidiaries under any Transferred Employee Plan that is a welfare plan that such employees may be eligible to participate in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) the extent that such employee receives would receive credit for his or her service with such conditions under the Company, to the same extent as corresponding welfare plan in which any such service was credited under any similar Employee Benefit Plan employee participated immediately prior to the Effective Time, for purposes of determining eligibility to participate in and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods provide each employee of the Company or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives its Subsidiaries with credit for any co-payments previously made and deductibles paid in satisfying any applicable deductible previously satisfied or out-of-pocket requirements under any similar Transferred Employee Benefit Plan. For Plan that is a welfare plan that such employees are eligible to participate in after the Effective Time, to the extent that such employee would have received credit for such co-payment or deductible under the corresponding Company welfare plan in which the applicable employee participated immediately prior to the Effective Time, (iii) provide each employee with credit for all service for purposes of eligibility, vesting and benefit accruals (but not for benefit accruals under any defined benefit pension plan) with the Company and its Subsidiaries, under each employee benefit plan, program, or arrangement of Parent or its Subsidiaries in which such employees are eligible to participate after the Effective Time, and (iv) provide benefits under medical, dental, vision and similar health and welfare plans that are in the aggregate no less favorable than those provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that in no event shall the employees be entitled to any credit to the extent that it would result in a duplication of benefits with respect to the same period of service. Notwithstanding anything to the contrary in this Section 4.66.05, "Current Benefits" Parent shall refer have no obligation to benefits available under Employee Benefit Plans provide any credit for service, co-payments, deductibles paid, or for any purpose, unless and until Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit planshas received such supporting documentation as Parent may reasonably deem to be necessary in order to verify the appropriate credit to be provided.

Employee Benefits. Immediately after the Effective Time, (a) Parent or the Surviving Corporation shall cause to be provided to the Surviving Corporation's employees for not less than one year from and after the Closing Date Current Benefits (as defined below) agrees that are, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all employees of the Acquired Corporations who continue employment with Parent, the Surviving Corporation employees will or any Subsidiary of the Surviving Corporation after the Effective Time (“Continuing Employees”) shall be eligible, as determined by Parent, to either continue to be provided with participating in the same level health and welfare benefit plans of severance benefits provided to them immediately prior the Acquired Corporations (the “Acquired Corporations Benefit Plans”), to the date extent that Parent assumes sponsorship of this Agreement under those severance the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans specified in Schedule 3.1(j) delivered to of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent by the Company prior to the execution of this AgreementBenefit Plans”), of which the Company has provided Parent with accurate and complete copies prior to the date hereof as applicable, and (b) for purposes of eligibility to participate under the extent that any employee Parent Benefit Plans, but not for purposes of the Surviving Corporation participates in any Parent benefit accrual, each such Continuing Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives receive credit for his or her years of service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately Acquired Corporations prior to the Effective Time; provided, for purposes however, that (i) nothing in this Section 5.5 or elsewhere in this Agreement shall limit the right of determining eligibility Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation to participate in and vesting underamend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective Time, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee if the Acquired Corporations Benefit Plans or Parent Employee Benefit Plans in which Continuing Employees participate after the Effective Time are terminated, then (upon expiration of any appropriate transition period) such Continuing Employees shall be eligible to participate in one or more corresponding Parent Benefit Plans, as determined by Parent, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and, to the extent applicable, shall receive credit under such plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations prior to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other than benefits available under stock option plansSubsidiary of Parent and the employment of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(c), stock purchase plans no current or former employee, consultant or director of any of the Acquired Corporations, and other equity-based benefit plansno Continuing Employee, shall be deemed to be a third party beneficiary of this Agreement.

Employee Benefits. Immediately (a) Parent agrees that, subject to any necessary transition period and subject to any applicable plan provisions, contractual requirements or Legal Requirements, all employees of the Acquired Corporations who continue employment with Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation after the Effective Time ("Continuing Employees") will be eligible to participate in: (i) the Parent ESPP and, as determined by Parent, applicable stock option plans of Parent; (ii) Parent's non-equity employee benefit plans and programs, including any profit sharing plan, severance plan, medical plan, dental plan, life insurance plan, time-off programs and disability plan, in each case to substantially the same extent as similarly situated employees of Parent; (iii) such Company Employee Plans as are continued by the Company or any of its Subsidiaries following the Closing Date, or are assumed by Parent (for the purposes of this Section 5.5 only, the plans referred to in clauses "(i)" through "(iii)" of this sentence being referred to as "Specified Parent Benefit Plans"). Each Continuing Employee shall, to the extent permitted by applicable Legal Requirements, receive full credit for purposes of eligibility, vesting, level of benefits and benefit accrual under the Specified Parent Benefit Plans in which such Continuing Employee participates (other than under any sabbatical program or with respect to the vesting of any stock options granted by Parent after the Effective Time, Parent or ) for the Surviving Corporation shall cause to be provided to the Surviving Corporation's employees for not less than one year from and after the Closing Date Current Benefits (as defined below) that are, in the aggregate, substantially as favorable to years of continuous service by such employees as the Current Benefits available to them as of the date of this Agreement under the Continuing Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent recognized by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately Acquired Corporations prior to the Effective Time. With respect to any welfare benefit plans maintained by Parent for the benefit of Continuing Employees located in the United States, for purposes of determining subject to any applicable plan provisions, contractual requirements or Legal Requirements, Parent shall: (A) cause to be waived, as required by applicable Legal Requirements, any eligibility to participate in and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any requirements or pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, ; and (iiiB) that such employee receives credit for any co-payments previously made and give effect, in determining any deductible previously satisfied under maximum out-of-pocket limitations, to amounts paid by such Continuing Employees with respect to substantially similar plans maintained by any similar Employee Benefit Plan. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansAcquired Corporation during the plan year in which the Effective Time occurs.

Employee Benefits. Immediately after (a) Parent shall take all necessary action so that each person who is an employee of the Effective TimeCompany or any of its Subsidiaries upon the consummation of the Offer (including each such person who is on vacation, Parent temporary layoff, approved leave of absence, sick leave or short-term disability) shall be permitted to remain an employee of the Company or the Surviving Corporation shall cause to be provided to or a Subsidiary of the Company or of the Surviving Corporation's employees for not less than one year from and after the Closing Date Current Benefits (as defined below) that are, in the aggregate, substantially as favorable to such employees as the Current Benefits available case may be, immediately following such time with wages or salary, as applicable, no less favorable than as in effect immediately preceding such time. Parent shall take all necessary action so that each person receiving, or but for any waiting period would be receiving, long-term disability benefits under a plan of the Company or any of its Subsidiaries upon the consummation of the Offer shall retain after such time the right to them continue or begin receiving such long-term disability benefits, so long as they remain disabled. Until the first anniversary of the consummation of the Offer, Parent shall take all necessary action so that the Company, the Surviving Corporation and their Subsidiaries maintain for each employee of the Company and its Subsidiaries who is employed by the Company or the Surviving Corporation or a Subsidiary of the Company or the Surviving Corporation upon the consummation of the Offer (collectively, the "Retained Employees") wages and other compensation levels, and benefits (including without limitation benefits thereunder for the spouses, dependents and other beneficiaries of Retained Employees, if applicable) of the types provided under the Benefit Plans, and under all other employee benefit plans, policies, arrangements and understandings that would be Benefit Plans but for their not being material (the "Other Benefit Plans"), as in effect as of the date consummation of this Agreement the Offer which are not and have eligibility requirements that are not less favorable than those wages and other compensation levels, and benefits provided under the Employee Benefit Plans and the Other Benefit Plans. Without limiting the generality , as in effect as of the foregoing, for not less than one year from and consummation of the Offer. Parent shall take all necessary action so that each Retained Employee shall after the Closing Date (a) all Surviving Corporation employees will consummation of the Offer continue to be provided credited with the same level unused vacation and sick leave credited to such employee through the consummation of severance benefits the Offer under the applicable vacation and sick leave policies of the Company and its Subsidiaries, and Parent shall permit or cause the Company, the Surviving Corporation and their Subsidiaries to permit such employees to use such vacation and sick leave. Parent shall take all necessary action so that, for all purposes under each benefit plan maintained or otherwise provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to Company, the execution Surviving Corporation or any of this Agreement, their Subsidiaries in which employees or former employees of which the Company has provided Parent and its Subsidiaries or the spouses, dependents or other beneficiaries of such persons become eligible to participate after the consummation of the Offer, each such person shall be credited with accurate and complete copies prior to the date hereof and (b) all years of service to the extent that any employee such service would be taken into account under the Benefit Plan or Other Benefit Plan providing benefits of a similar type in effect at the consummation of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately prior to the Effective Time, for purposes of determining eligibility to participate in and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansOffer.

Employee Benefits. Immediately after (a) Employees of the Company or its Subsidiaries immediately prior to the Effective Time who remain employees of Parent, the Surviving Corporation or any of their Subsidiaries immediately following the Effective Time are hereinafter referred to as the “Continuing Employees.” For the period commencing at the Effective Time and ending on the date that is twelve (12) months following the Effective Time occurs (such period, the “Continuation Period”), Parent shall, or shall cause the Surviving Corporation or any of their respective Affiliates to, provide for each Continuing Employee, for so long as such Continuing Employee remains employed during the Continuation Period, (i) at least the same base salary and base wage rate provided to such Continuing Employee immediately prior to Effective Time, (ii) short-term cash incentive compensation opportunities (excluding any equity or equity-based, change in control, retention, transaction or similar incentive opportunities) that are substantially comparable in the aggregate to the short-term cash incentive compensation opportunities (excluding any equity or equity-based, change in control, retention, transaction or similar incentive opportunities) provided to each such Continuing Employee immediately prior to the Effective Time and (iii) employee benefits (excluding equity or equity-based, defined benefit pension, severance, change in control, retention and nonqualified deferred compensation and retiree or post-termination health or welfare benefits) that are substantially comparable in the aggregate (including with respect to the proportion of employee cost) to such employee benefits (excluding equity or equity-based, defined benefit pension, nonqualified deferred compensation and retiree or post-termination welfare benefits or compensation) provided to such Continuing Employee immediately prior to the Effective Time, Parent or the Surviving Corporation shall cause to be provided to the Surviving Corporation's employees for not less than one year from and after the Closing Date Current Benefits (as defined below) that are, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after during the Closing Date (a) all Continuation Period Parent shall provide, or shall cause the Surviving Corporation employees will continue or any of their respective Subsidiaries to be provided provide, severance payments and benefits to each Continuing Employee whose employment is terminated during such period that are no less favorable than the severance payments and benefits that such Continuing Employee would have been eligible to receive upon a termination of employment under any applicable severance plan, policy, practice or arrangement sponsored or maintained by the Company or any of its subsidiaries in accordance with the same level terms of severance benefits provided to them such arrangement as in effect immediately prior to the date Effective Time and set forth on Section 4.12(a) of this Agreement under those severance plans specified in Schedule 3.1(j) delivered the Company Disclosure Letter and provided to Parent by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof or, if greater, the severance payments and (b) benefits that are provided to similarly situated employees of Parent and its Subsidiaries at the extent that any employee time of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately prior to the Effective Time, for purposes of determining eligibility to participate in and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit planstermination.

Employee Benefits. Immediately after (a) For a period of one (1) year following the Effective Time, Parent or shall, subject to any requirements imposed by local Law, cause to be provided to employees of the Company and its Subsidiaries who are primarily employed in the United States (the “US Employees”) who remain in the employment of the Surviving Corporation base salary or hourly wage rates that, on an individual-by-individual basis, are no less favorable than those provided to such US Employees immediately prior to the Effective Time. Parent shall cause the Surviving Corporation to recognize the service of each US Employee as if such service had been performed with Parent (i) for purposes of vesting (but not benefit accrual) under Parent’s defined benefit pension plan, (ii) for purposes of vesting under Parent’s 401(k) retirement plan, (iii) for purposes of eligibility for vacation under Parent’s vacation program, (iv) 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 (v) unless covered under another arrangement with or of the Company, for benefit accrual purposes under Parent’s severance plan (in the case of each of clauses (i), (ii), (iii), (iv) and (v), solely to the extent that Parent makes such plan or program available to such US Employee 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. Each benefit plan, program, practice, policy or arrangement maintained by Parent or its Subsidiaries following the Effective Time and in which US Employees participate (the “Parent Plans”) shall waive pre-existing condition 57 limitations to the extent waived or not applicable under the applicable Benefit Plan. US Employees shall be given credit under the applicable Parent Plan for amounts paid prior to the Effective Time during the year in which the Effective Time occurs under a corresponding Benefit Plan during the same period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Parent Plan. Parent shall cause to be provided to the Surviving Corporation's employees for not less than one year from and after the Closing Date Current Benefits (as defined below) that are, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as of the date of this Agreement under Company and its Subsidiaries who are primarily employed in Israel (the Employee Benefit Plans. Without limiting the generality of the foregoing“Israeli Employees” and, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided together with the same level US Employees, the “Employees”) any terms and conditions of severance benefits provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreementemployment (including plans, of which the Company has provided Parent with accurate programs and complete copies prior to the date hereof and (bsocial insurance contributions or arrangements) to the extent that any employee of required by Israeli Law in order for Parent, the Surviving Corporation participates in and their Subsidiaries to avoid any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts liability that would otherwise result from a failure to ensure (i) that such employee receives credit for his or her service comply with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately prior to the Effective Time, for purposes of determining eligibility to participate in relevant Israeli Law and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee honor all Benefit Plans and Specified Benefit Agreements in which (or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansto which) such Israeli Employees are a participant or a party in accordance with their terms.

Employee Benefits. Immediately after the Effective Time(i) Parent agrees that, Parent or the Surviving Corporation shall cause to be provided to the Surviving Corporation's employees for not less than one year from and after the Closing Date Current Benefits (as defined below) that are, in the aggregate, substantially promptly as favorable to such employees as the Current Benefits available to them as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after reasonably practicable following the Effective Time, Parent shall use reasonable efforts arrange for the employees of the Company and its Subsidiaries to ensure participate in the employee benefit plans of Parent, including but not limited to Parent Compensation and Benefit Plans, on substantially the same terms and conditions of similarly situated employees of Parent. In the interim, Parent shall not reduce the aggregate level of benefits provided to the employees of the Company and its Subsidiaries under the Compensation and Benefit Plans (iother than Stock Plans pursuant to which no new awards will be granted). Parent shall cause its employee benefit plans (including but not limited to vacation, severance and disability plans) that to take into account for purposes of eligibility, benefits (excluding accruals under a defined benefit plan) and vesting thereunder service by employees of the Company and its Subsidiaries as if such employee receives credit for his or her service were with the Company, Parent to the same extent as that such service was credited under any similar Employee Benefit Plan immediately prior to a comparable plan of the Effective Time, for Company. For purposes of determining eligibility each Parent employee benefit plan providing medical, dental, prescription drug, vision, life insurance or disability benefits to participate in and vesting underany employee of the Company or its Subsidiaries, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, shall cause its employee benefit plans to (iia) that any waive all pre-existing condition limitationsexclusions of its employee benefit plans with respect to such employees and their dependents to the same extent such exclusions were waived under a comparable plan of the Company and (b) take into account any eligible expenses incurred by such employees and their dependents for purposes of satisfying all deductible, waiting periods or similar limitations coinsurance and maximum out-of-pocket requirements applicable to such employees and their covered dependents under such the applicable employee benefit plan of Parent. Parent Employee Benefit Plan are waivedshall, and (iii) that such shall cause the Surviving Corporation to, honor all employee receives credit for any co-payments previously made benefit obligations to current and any deductible previously satisfied former employees under any similar Employee Benefit Plan. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee the Compensation and Benefit Plans and, to the extent set forth in the Company Disclosure Schedule, all employee severance plans (or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans policies) in existence on the date hereof and other equity-based benefit plansset forth in the Company Disclosure Schedule and all employment or severance agreements entered into by the Company or adopted by the Board of Directors of the Company prior to the date hereof.

Employee Benefits. Immediately after Buyer and its Affiliates shall establish benefit plans that waive any waiting period, probationary period, pre-existing condition exclusion, evidence of insurability requirement, or similar condition with respect to initial participation under any plan, program, or arrangement established, maintained, or contributed to by Buyer or any of its Affiliates under which the Transferred Employees, as applicable, may participate in respect of health insurance, life insurance, or disability benefits with respect to each Transferred Employee who has, prior to the Effective TimeHire Date, Parent satisfied, under Seller’s or its Affiliates’ comparable plans (including the Surviving Corporation Acquired Companies), the comparable eligibility, insurability or other requirements referred to in this sentence. Buyer and its Affiliates (including the Acquired Companies) shall cause establish benefit plans that recognize the dollar amount of all co-insurance, deductibles and similar expenses incurred by each Transferred Employee (and his or her eligible dependents) during the calendar year in which the Effective Hire Date occurs for purposes of satisfying such year’s deductible and co-payment limitations under the relevant welfare benefit plans in which each Transferred Employee will be eligible to be provided to the Surviving Corporation's employees for not less than one year participate from and after the Closing Date Current Benefits (as defined below) that areEffective Hire Date, in the aggregate, substantially as favorable subject to such employees as Transferred Employee’s provision of relevant information or documentation confirming the Current Benefits available to them as amount of the date of this Agreement under the such co-insurance, deductibles and similar expenses. Each Transferred Employee Benefit Plans. Without limiting the generality of the foregoingshall, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level purposes of severance benefits provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure determining such Transferred Employee’s (i) that such eligibility to participate in, (ii) vesting and (iii) solely for purposes of calculating the benefit accrual for paid time off, severance and disability benefits, be credited under all employee receives credit for his or her service benefit plans, programs and arrangements of Buyer and its Affiliates with the Companyservice of such Transferred Employee with Seller or its Affiliates up to the Effective Hire Date, to the same extent as if such Transferred Employee had performed such service was credited under for Buyer or any similar Employee Benefit Plan immediately prior of its Affiliates (including any Acquired Companies) but only to the Effective Time, for purposes of determining eligibility to participate in and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) extent that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plandoes not result in a duplication of benefits. For purposes In addition to the foregoing, Buyer shall, or shall cause one or more of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plans.its Affiliates to:

Employee Benefits. Immediately after (a) Buyer shall pay (or reimburse CGI for any payment to) each Offered Employee for any compensation related to such Offered Employee’s involuntary termination of employment with CGI without cause following the Effective Time, Parent Closing Date and on or the Surviving Corporation shall cause to be provided prior to the Surviving Corporation's employees Transition Services Payroll End Date, including without limitation severance pay and accrued unused vacation or paid time off (“PTO”) pay, as soon as commercially reasonable following such Offered Employee’s termination of employment with CGI (which, for vacation or PTO, shall be if and to the extent provided by CGI’s vacation or PTO policy (the “CGI PTO Policy”)); provided, however, that, such Offered Employee’s accrued unused vacation or PTO time accrued during any calendar year prior to 2019 shall not less be paid by Buyer, but shall instead be paid by CGI. CGI shall pay each Transferred Employee for any accrued unused vacation or PTO pay (other than one unused vacation and/or PTO time accrued during calendar year from 2019 (“2019 PTO”)) as soon as possible following the Transition Services Payroll End Date if and to the extent provided by the CGI PTO Policy. Transferred Employees’ 2019 PTO shall not be paid by CGI, but shall instead be assumed by the Employer and provided and made available to Transferred Employees following the Transition Services Payroll End Date; provided, however, that the Parties shall cooperate in good faith to encourage each Offered Employee to draw down his or her 2019 PTO to the maximum extent possible during the Transition Period. Notwithstanding any such 2019 PTO, on and after the Transition Services Payroll End Date, the Transferred Employees shall be subject to the Buyer’s vacation policy. For the avoidance of doubt, Buyer shall make (or reimburse CGI for) any required payments of 2019 PTO to Offered Employees following the Closing Date Current Benefits and on or prior to the Transition Services Payroll End Date. Nothing in this Agreement shall limit the Buyer’s or CGI’s ability to modify the salary, wage level, or employee benefits or terminate the employment of any Transferred Employee (as defined below) that areor, in the aggregatecase of CGI, substantially any employee) at any time and for any reason, including without cause, or obligate CGI to offer or provide severance pay to any employee except as favorable to such employees as the Current Benefits available to them as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution pay may have been required independent of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately prior to the Effective Time, for purposes of determining eligibility to participate in and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plans.

Employee Benefits. Immediately As promptly as reasonably practicable after the Effective Time, Parent Acquiror shall enroll those persons who were employees of the Company or its Subsidiaries immediately prior to the Effective Time and who remain employees of the Surviving Corporation shall cause to be provided or its Subsidiaries or become employees of Acquiror following the Effective Time (“Continuing Employees”) in Acquiror’s employee benefit plans for which such employees are eligible (which could, in Acquiror’s sole discretion, include Company Benefit Arrangements continued by Acquiror after the Effective Time) (the “Acquiror Plans”), including its medical plans, dental plans, life insurance plans and disability plans, pursuant to the Surviving Corporation's employees for not less than one year from and after the Closing Date Current Benefits (as defined below) that are, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as terms of the date applicable Acquiror Plans, on substantially similar terms applicable to employees of this Agreement under the Employee Benefit PlansAcquiror who are similarly situated based on levels of responsibility. Without limiting the generality of the foregoing, Acquiror shall recognize the prior service with the Company of each of the Continuing Employees (i) for all purposes in connection with Acquiror’s PTO policy, severance policy, 401(k) plan, medical plans, dental plans, life insurance plans and disability plans and (ii) for all purposes in connection with all other Acquiror Plans (to the extent permitted by the terms of the applicable Acquiror Plans); it is understood that for purposes of the foregoing Acquiror Plans, even in situations where the prior service with the Company is so recognized by Acquiror, the benefit levels under such Acquiror Plans may nevertheless depend in part on the grade or position of the Continuing Employees with Acquiror, all as set forth under the terms of the applicable Acquiror Plans. Notwithstanding anything in this Section 6.4 to the contrary, this Section 6.4 shall not less than one year from and after the Closing Date operate to (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits duplicate any benefit provided to them immediately prior any Continuing Employee or to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreementfund any such benefit not previously funded, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) require Acquiror to continue in effect any Company Benefit Arrangement or any severance plan or other employee benefit plan of Acquiror (or prevent the extent that any employee amendment, modification or termination thereof) following the Effective Time for Acquiror’s employees, including the Continuing Employees, or (c) be construed to mean the employment of the Surviving Corporation participates in Continuing Employees is not terminable by Acquiror at will at any Parent Employee Benefit Plan after the Effective Timetime, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his with or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately prior to the Effective Timewithout cause, for purposes of determining eligibility to participate in and vesting under, and for purposes of calculating any reason or no reason. Acquiror shall also perform the benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansadditional covenants set forth on Schedule 6.4 hereto.

Employee Benefits. (a) Immediately after following the Effective Time, Parent Buyer shall, or shall cause the Surviving Corporation to, maintain all compensation and benefit plans and arrangements (including without limitation, base salary, commissions, vacation benefits, retirement benefits, and bonus opportunities, severance and similar arrangements for any person terminated) for employees of the Company who continue employment with Buyer, the Surviving Corporation or any Subsidiary thereof after the Effective Time (the “Continuing Employees”) that are no less favorable (excluding stock option, stock purchase or other equity-based compensation arrangements) than those provided by the Company to the Continuing Employees as of the Effective Time (the “Initial Benefits”). As soon as practicable following the Effective Time (but, in any event, within one year following the Effective Time), Buyer shall, or shall cause the Surviving Corporation to, provide to the Continuing Employees, in lieu of the Initial Benefits, compensation and benefit plans and arrangements (including, without limitation, base salary, commissions, vacation benefits, retirement benefits and bonus opportunities, severance or similar arrangements) that are substantially comparable to the compensation and benefit plans and arrangements provided to similarly situated employees of Buyer and its Subsidiaries (other than the Surviving Corporation) (the “Buyer Benefit Plans”). Notwithstanding anything to the contrary in this Section 6.11, any employee who becomes disabled while covered under the Company Employee Plans shall not become eligible to be covered under the Buyer Benefit Plans unless and until he or she ceases to be disabled and returns to active employment. For purposes of the Initial Benefits and Buyer Benefit Plans listed on Section 6.11 of the Buyer’s Disclosure Letter, Buyer shall give each Continuing Employee past service credit for service with the Company prior to the Effective Time as if it were service with Buyer. At, and after, the Effective Time, Buyer shall honor, or cause the Surviving Corporation to honor, in accordance with their terms and bear any cost associated with all employee benefit obligations to current and former employees of the Company accrued as of the Effective Time. To the extent benefits are not provided to Continuing Employees through the applicable Company Employee Plans but are provided through other employee benefit plans, Buyer agrees to, or cause the Surviving Corporation to, (A) secure the waiver of any preexisting condition limitations, waiting periods, or actively-at-work requirements imposed by such plans; and (B) cause such plans to honor any expenses incurred by the Continuing Employees and their beneficiaries under similar plans of Company during the portion of the calendar year prior to the Effective Time for the purposes of satisfying applicable deductible, co-payment, and maximum out-of-pocket expenses under such plans. Buyer agrees that Buyer or the Surviving Corporation shall cause be responsible for providing all legally-mandated continuation coverage for Continuing Employees and their covered dependents who experience a loss of coverage due to be provided to a “qualifying event” (within the Surviving Corporation's employees for not less than one year from meaning of Section 603 of ERISA and after Section 4975B of the Closing Date Current Benefits (as defined belowCode) that are, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that occurs at any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan time on or after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately prior to the Effective Time, for purposes of determining eligibility to participate in and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plans.

Employee Benefits. Immediately after (a) For a period of one (1) year following the Effective TimeTime (the “Continuation Period”), except as may otherwise be agreed, Parent or shall cause the Surviving Corporation shall cause to be provided provide to each employee of the Company and its Subsidiaries who is not represented by a union or labor organization (each, a “Non-Union Employee”) (i) compensation (including base salary, incentive compensation opportunities, and cash amounts equal to the Surviving Corporation's employees for not less than one year from and after value of equity compensation (determined based on the Closing Date Current Benefits grant-date fair value) granted in the ordinary course (as defined belowopposed to special, one-time grants) and employee benefits to such Non-Union Employees for 2010, but excluding any compensation triggered in whole or in part by the consummation of the transactions contemplated hereby) that are, is no less favorable in the aggregate, substantially as favorable aggregate to such employees as the Current Benefits available to them as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from compensation and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance employee benefits provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates in any Parent such Non-Union Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately prior to the Effective Time, provided that neither the base salary nor the incentive compensation opportunities shall be reduced from the levels provided to the Non-Union Employees immediately prior to the Effective Time. The parties hereto acknowledge and agree that the Non-Union Employees will not participate in any stock based compensation plans or programs following the Effective Time. Subject to the foregoing, nothing herein shall prevent the Surviving Corporation from amending or terminating any employee benefit plan, program or arrangement following the Effective Time to the extent permitted under the terms of any such employee benefit plan, program or arrangement. With respect to each benefit plan, program, practice, policy or arrangement maintained by Parent or its Subsidiaries following the Effective Time and in which Non-Union Employees participate (the “Parent Plans”), for purposes of determining eligibility to participate participate, vesting and entitlement to benefits (but not for accrual of pension benefits) service with the Company and its Subsidiaries (or predecessor employers to the extent the Company provides past service credit) shall be treated as service with Parent or its Subsidiaries, as applicable; provided however, that such service shall not be recognized to the extent that such recognition would result in and vesting under, and a duplication of benefits. Such service also shall apply for purposes of calculating the benefits under, such satisfying any waiting periods or evidence of insurability requirements. Each Parent Employee Benefit Plan, (ii) that any Plan shall waive pre-existing condition limitations, waiting periods limitations to the extent waived or similar limitations not applicable under such the applicable Benefit Plan. Non-Union Employees shall be given credit under the applicable Parent Employee Plan for amounts paid prior to the Effective Time during the year in which the Effective Time occurs under a corresponding Benefit Plan are waivedduring the same period for purposes of applying deductibles, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Parent Plan. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plans.

Employee Benefits. Immediately after (a) Banterra shall, with respect to each employee of Heartland or its subsidiaries at the Effective TimeTime who shall continue in employment with Banterra or its subsidiaries (each a "Continued Employee"), Parent or provide the Surviving Corporation shall cause to be provided benefits described in this Section 5.05. Subject to the Surviving Corporationright of subsequent amendment, modification or termination of Banterra's employees for not less than one year from and after the Closing Date Current Benefits (Employee Plans, as defined below) that are, in Banterra's sole discretion which applies to all employees of Banterra or its subsidiaries, each Continued Employee shall be entitled, as a new employee of a subsidiary of Banterra, to participate in such employee benefit plans, as defined in Section 3(3) of ERISA, or any non-qualified employee benefit plans or deferred compensation, stock option, bonus or incentive plans, or other employee benefit or fringe benefit programs that may be in effect generally for employees of all of Banterra's subsidiaries (the aggregate"Banterra Employee Plans"), substantially if and as favorable a Continued Employee shall be eligible and, if required, selected for participation therein under the terms thereof. Continued Employees shall be eligible to participate on the same basis as similarly situated employees of other Banterra subsidiaries. All such participation shall be subject to such terms of such Banterra Employee Plans as may be in effect from time to time and this Section 5.05 is not intended to give Continued Employees any rights or privileges superior to those of other employees of Banterra's subsidiaries (except as provided in the Current Benefits available following sentence with respect to them as credit for past service). For purposes of the date determining credit for past service, and eligibility for and vesting of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided such employee benefits with the same level of severance benefits provided to them immediately prior respect to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this AgreementBanterra Employee Plans, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the CompanyHeartland, to the same extent as such service was credited under Heartland National Bank, or any similar Employee Benefit Plan immediately subsidiary thereof prior to the Effective TimeTime shall be treated as service with an "employer" as if such persons had been employees of Banterra, for purposes of determining eligibility to participate in and vesting under, and for purposes of calculating the benefits under, such Parent or its subsidiaries. The Banterra Employee Benefit Plan, (ii) that any Plans shall cover pre-existing condition limitationsmedical conditions to the extent provided therein. Upon request, waiting periods or similar limitations under such Parent Banterra shall provide a copy of the Banterra Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes of this Section 4.6, "Current Benefits" shall refer Plans to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansthose Continued Employees entitled to participate thereunder.

Employee Benefits. Parent agrees that all employees of the Acquired Companies who continue employment with Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation after the Effective Time ("CONTINUING EMPLOYEES") shall be eligible to continue to participate in the Surviving Corporation's health and welfare benefit plans; provided, however, that nothing in this Section 6.4 or elsewhere in this Agreement shall limit the right of Parent or the Surviving Corporation to amend or terminate any such health or welfare benefit plan at any time (including as of the Effective Time). Immediately after the Effective Time, the Continuing Employees shall be entitled to participate in a plan that contains a cash or deferred arrangement intended to qualify under Section 401(k) of the Code sponsored, maintained or contributed to by Parent or its Subsidiaries or the Surviving Corporation shall cause to be provided to the Surviving Corporation(a "PARENT 401(k) PLAN"). Each Continuing Employee's employees for not less than one year from period of service and after the Closing Date Current Benefits (as defined below) that are, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided compensation history with the same level of severance EXECUTION VERSION Company and the Acquired Companies shall be counted in determining eligibility for, and the amount and vesting of, benefits provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates in any Parent each Employee Benefit Plan after sponsored or maintained by Parent (including, without limitation, the Effective TimeParent 401(k) Plan), Parent shall use reasonable efforts to ensure (i) except that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately prior to the Effective Time, shall not be taken into account for purposes of determining eligibility to participate in and vesting under, and for purposes benefit accrual under any defined benefit plan of calculating Parent. To the benefits underextent any Continuing Employee becomes covered under a health plan sponsored or maintained by Parent, such Parent Continuing Employee Benefit Plan, (ii) that shall receive credit under such plan toward any predeductible and/or out-existing condition limitations, waiting periods or similar limitations of-pocket maximum which may apply under such Parent Employee Benefit Plan are waivedhealth plan, for those sums paid under a health plan sponsored or maintained by the Acquired Companies as deductibles, coinsurance and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit planscopayments during the calendar year containing the Closing Date.

Employee Benefits. Immediately after For at least one year following the Effective Time, Parent AGI shall, or the Surviving Corporation shall cause to be provided to its Subsidiaries to, provide the Surviving Corporation's employees for not less than one year from and after the Closing Date Current Benefits (as defined below) that are, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as of the date Lebenthal who are employed by AGI or any of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them its Subsidiaries immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure Time ("Lebenthal Employees") (i) that such employee receives credit for his or her service with the Company, to substantially the same extent base salary and wages on substantially the same terms and conditions as such service was credited under any similar Employee Benefit Plan those in effect immediately prior to the Effective Time, and (ii) employee benefits that are no less favorable in the aggregate to Lebenthal Plans provided to Lebenthal Employees immediately prior to the Effective Time. Following the Effective Time, AGI agrees that AGI shall, or shall cause its Subsidiaries to, (i) recognize all Lebenthal Employees' service with Lebenthal for the purposes of eligibility, participation, level of benefits and vesting of benefits (but not for benefit accrual under defined benefit pension plans) under any employee benefit plans of AGI or its Subsidiaries providing benefits to Lebenthal Employees after the Effective Date (the "New Plans") to the extent such service would have been recognized under the applicable Lebenthal Plans; provided, however, that no such credited service shall result in a duplication of benefits. In addition, and without limiting the generality of the foregoing: (i) each Lebenthal Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under comparable Lebenthal Plans in which such Lebenthal Employee participated immediately before the Effective Time (such plans, collectively, the "Old Plans") and to the extent such coverage would have been recognized under the applicable Old Plan; and (ii) for purposes of determining eligibility each New Plan providing medical, dental, pharmaceutical and/or vision benefits to participate in and vesting underany Lebenthal Employee, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any AGI shall cause all pre-existing condition limitationsexclusions and actively at work requirements of such New Plan to be waived for such employee and his or her covered dependents to the extent such exclusion or requirement would not have applied under the applicable Old Plan, waiting periods and AGI shall cause any eligible expenses incurred by such employee and his or similar limitations her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee's participation in the corresponding New Plan begins to be taken into account under such Parent Employee Benefit New Plan are waivedfor purposes of satisfying all deductible, coinsurance and (iii) that maximum out of pocket requirements applicable to such employee receives credit and his or her covered dependents for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit the applicable plan year as if such amounts had been paid in accordance with such New Plan. For purposes of Nothing in this Section 4.6, "Current Benefits" shall refer limit the right of MONY and its Subsidiaries to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans terminate an employee of Lebenthal and other equity-based benefit plansits Subsidiaries after the Closing.

Employee Benefits. Immediately after Except as otherwise specifically provided herein, Purchaser shall provide benefits to each Transition Employee who accepts employment with Purchaser ("Transferred Employee") under the Effective Timeemployee benefit plans, Parent programs and arrangements (including but not limited to severance arrangements) of Purchaser and its Affiliates on the same terms and conditions as such benefits are provided to similarly situated employees of Purchaser. Purchaser and its Affiliates shall waive or the Surviving Corporation shall cause to be provided waived, except to the Surviving Corporationextent that such waiver is prohibited by applicable law, any waiting period, probationary period, pre-existing condition exclusion, evidence of insurability requirement, or similar condition with respect to initial participation under any plan, program, or arrangement established, maintained, or contributed to by Purchaser or any of its Affiliates to provide health, life insurance, or disability benefits with respect to each Transferred Employee who has satisfied the comparable eligibility, insurability or other requirements being waived under Sellers' comparable plans immediately prior to the Effective Date of Employment. Each Transferred Employee shall be credited with the service and compensation of such Transferred Employee with Sellers or their Affiliates up to the Effective Date of Employment to the same extent as if such service had been performed for Purchaser or any of its Affiliates and such compensation had been paid by Purchaser or any of its Affiliates for all purposes (other than with respect to any "nonqualified deferred compensation plan" maintained by Purchaser or any of its Affiliates) in connection with determining such Transferred Employee's employees for eligibility for, and vesting, benefit accrual and entitlements under, all employee benefit plans, programs and arrangements, including but not less than one year from limited to vacation and after the Closing Date Current Benefits (as sick days, severance, defined belowbenefit pension plan, 401(k) that are, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as of the date of this Agreement under the Employee Benefit Plansplan and retiree medical benefits. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee as of the Surviving Corporation participates in any Parent Employee Benefit Plan after Effective Date of Employment, Purchaser shall provide the Effective Time, Parent shall use reasonable efforts following benefits to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately prior to the Effective Time, for purposes of determining eligibility to participate in and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plans.Transferred Employees:

Employee Benefits. Immediately (a) As of the Effective Time, Powertel will have terminated all Powertel Benefit Plans except for those Powertel Benefit Plans that VoiceStream requests not be terminated and those Powertel Benefit Plans described in Annex 5.18. VoiceStream shall take all necessary action so that after the Effective Time, Parent any current or the Surviving Corporation shall cause former employee of Powertel who is eligible to be provided to the Surviving Corporation's employees for not less than one year from and after the Closing Date Current Benefits (as defined below) that are, participate in the aggregate, substantially as favorable to such employees as the Current Benefits available to them a Powertel Benefit Plan as of the date Effective Time shall either be eligible to continue his or her participation in such Powertel Benefit Plan or participate in a corresponding employee benefit plan maintained by VoiceStream or any of this Agreement under its Subsidiaries, subject to the Employee Benefit Plansterms of such corresponding plan. Without limiting VoiceStream shall have the generality sole discretion to determine which current or former employees of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees Powertel will continue to be provided with the same level of severance benefits provided to them immediately prior to the date of this Agreement under those severance plans specified participation in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates in any Parent Employee a Powertel Benefit Plan after the Effective TimeTime and which will commence participation in a corresponding employee benefit plan maintained by VoiceStream or any of its Subsidiaries after the Effective Time and, Parent shall use reasonable efforts with respect to ensure current or former employees who transfer participation to such a corresponding plan, when such transfer will occur. VoiceStream need not treat all current and former employees of Powertel (iincluding those who are similarly situated) that such employee receives credit for his or her service with the Company, to in the same extent as such service was credited under any similar Employee manner with respect to which plans they participate in and when, if at all, they transfer participation from a Powertel Benefit Plan immediately prior to a corresponding employee benefit plan maintained by VoiceStream or any of its Subsidiaries. For example, VoiceStream may decide to have a current or former employee of Powertel continue participation after the Effective Time in certain Powertel Benefit Plans that have not been terminated, and with respect to other benefits transition his participation on or shortly after the Effective Time to a corresponding employee benefit plan maintained by VoiceStream or one of its Subsidiaries. VoiceStream may take such actions (or cause its Subsidiaries or the Surviving Corporation to take such actions) as are necessary or advisable to accomplish the foregoing, including, without limitation, amending the eligibility provisions of plans of VoiceStream, any of its Subsidiaries or the Surviving Corporation (including, without limitation, Powertel Benefit Plans that are not terminated on or before the Effective Time, for purposes of determining eligibility to participate in and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plans).

Employee Benefits. Immediately after Following the Effective Time, Parent or the Surviving Corporation shall cause to be provided to the Surviving Corporation's employees for not less than one year from and after the Closing Date Current Benefits (as defined below) that are, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as consummation of the date transactions contemplated herein, Emclaire shall not be obligated to make further contributions to any of this Agreement under the Employee Plans or Benefit Plans. Without limiting the generality Arrangements of the foregoing, for not less than one year from PSFC or Peoples Bank and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate PSFC and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan Peoples Bank immediately prior to the Effective TimeTime of the Merger who shall continue as employees of Emclaire as the Surviving Corporation or as employees of any other Emclaire Subsidiary will be afforded the opportunity to participate in any employee benefit plans maintained by Emclaire or Emclaire's Subsidiaries, including but not limited to any "employee benefit plan," as that term is defined in ERISA, on an equal basis with employees of Emclaire or any Emclaire Subsidiary with comparable positions, compensation, and tenure, subject to the provisions of this Section. Service with PSFC or with any PSFC Subsidiary prior to the Effective Time of the Merger by such former PSFC employees will be deemed service with Emclaire for purposes of determining eligibility for participation and for crediting of service for vesting purposes in such employee benefit plans of Emclaire and Emclaire's Subsidiaries; provided, however, that in no event shall any former PSFC or Peoples employee be entitled to participate in and vesting under, and or be given credit for past service with such former PSFC for purposes of calculating the benefits underaccrual, such Parent Employee Benefit Plancalculation, (iior determination of benefit amounts under any pension plan maintained by Emclaire or any Emclaire subsidiaries. Peoples shall take all steps necessary to cause the 401(k) that plan maintained by PSFC to be terminated, and distributions made thereunder in accordance with the provisions of Code Section 401(k)(10)(A)(i), as soon as practicable after the Effective Time of the Merger. Following the transfer of the former PSFC employees to Emclaire's health plan, there shall be no exclusion from coverage for any pre-existing medical condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that of any such employee receives credit for any co-payments previously made and any deductible previously satisfied to the extent such condition was covered under any similar Employee Benefit Plan. For purposes a health plan of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansPeoples.

Employee Benefits. Immediately after the Effective Time, Parent or the Surviving Corporation shall cause to be provided to the Surviving Corporation's employees for not less than one year from and after the Closing Date Current Benefits (as defined below) that are, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) Pursuant to the Plan of Reorganization or otherwise, the Company and EFIH shall, and shall cause their respective Subsidiaries to take all Surviving Corporation employees will continue such actions within their control as may be necessary, appropriate or desirable to be provided transfer the sponsorship, maintenance and administration of, and all liabilities (and related contracts or agreements with third parties) in respect of, the same level of severance benefits provided Contributed Plans to them immediately Reorganized TCEH or its Subsidiaries on or prior to the date of this Agreement under those severance plans specified in the Reorganized TCEH Spin-Off. As soon as administratively practicable following the Reorganized TCEH Spin-Off, Reorganized TCEH shall transfer the liabilities related to the post-retirement health, life, dental and vision benefits for participants previously employed by certain discontinued operations of the Company and its Subsidiaries and their predecessors, and the participants’ beneficiaries (identified by employee number) set forth on Schedule 3.1(j6.6(a) delivered of the Company Disclosure Letter (the “DiscOp OPEB Participants”) and the related accrued benefits liabilities (the “DiscOp OPEB Liabilities”) from the EFH Retiree Welfare Plan to a new mirror health and welfare plan established by Reorganized TCEH or another plan reasonably acceptable to Parent and the Company (the “New DiscOp OPEB Plan” which such plan shall be transferred to and assumed by the Company or one of its Subsidiaries prior to or on the Closing Date. For the avoidance of doubt, upon the transfer of the New DiscOp OPEB Plan to the Company or its Subsidiary, the New DiscOp OPEB Plan (including the DiscOp OPEB Liabilities) shall be an Assumed Plan and the Surviving Company shall indemnify, defend and hold harmless Reorganized TCEH and its Subsidiaries from and against any claim, action, suit, proceeding relating to any modification or termination of the post-retirement health and life benefits to any DiscOp OPEB Participants on or after the Closing Date. Parent, the Company and Reorganized TCEH shall take all actions necessary to effectuate the transfer of the New DiscOp OPEB Plan from Reorganized TCEH to Parent or Company as soon as administratively practicable following the establishment of such plan, but in any event prior to the execution of Closing Date. Notwithstanding anything in this AgreementAgreement to the contrary, of which during the period beginning on the Reorganized TCEH Spin-Off date and ending on the date the New DiscOp OPEB Plan is assumed by the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates or its Subsidiary as set forth in any Parent Employee Benefit Plan after the Effective Timethis Section 6.6, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to Surviving Company or its Subsidiaries shall reimburse Reorganized TCEH and its Affiliates for all claims incurred by DiscOp OPEB Participants under the same extent EFH Retiree Welfare Plan or New DiscOp OPEB Plan, as applicable, plus any reasonable out of pocket expenses incurred by Reorganized TCEH and its Affiliates in providing such service was credited benefits. Notwithstanding the foregoing, except as otherwise provided herein (including, without limitation, the Assumed Plans) or in the Split Participant Agreement (as defined below), none of Parent, any Oncor Entity or any of their Affiliates shall assume or otherwise incur any liability or obligation under any similar Employee Benefit Plan immediately prior to the Effective Timecompensatory, for purposes of determining eligibility to participate in and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods severance or similar limitations under such Parent arrangement in respect of any Non-Oncor Employee Benefit Plan are waived(as defined below), it being understood that Reorganized TCEH and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit PlanOncor shall enter into the Split Participant Agreement. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plans.6.6(a):

Employee Benefits. Immediately (a) Effective as of the Execution Date, Purchaser shall be entitled to offer, or to cause one of its Subsidiaries to offer, to employ each Offeree with the Purchaser or any of its Subsidiaries. For purposes of this Agreement, the term “Offeree” means each active employee of Seller or any Subsidiary of Seller (other than an employee of an Acquired Subsidiary but including an employee of any member of the Company Group that becomes one of the entities comprised by the Seller pursuant to Section 7.23), who has been employed primarily in connection with the Business as of the Execution Date. Each Offeree to whom Purchaser or one of its Subsidiaries has extended such an offer and who accepts Purchaser’s, or one of its Subsidiary’s, offer of employment, together with each person who is employed at Closing by an Acquired Subsidiary or whose employment transfers to Purchaser or a Subsidiary of Purchaser automatically by operation of law, shall be referred to herein as a “Transferred Employee”. An Offeree who reports for work and performs work for the entity (Purchaser or its Subsidiary, as applicable) that offered such Offeree employment pursuant to the first sentence of this Section 7.9(a) on the first Business Day immediately following the Closing on which such Offeree is scheduled to work shall be deemed for all purposes of this Agreement to have accepted such entity’s (Purchaser’s or its Subsidiary’s, as applicable) offer of employment and shall be deemed to be a Transferred Employee. Each Person who is not a Transferred Employee shall be referred to herein as an “Excluded Employee”. Under the employee benefit plans, policies and arrangements established by Purchaser or its Subsidiaries after the Effective TimeClosing (the “Company Plans”) covering any Transferred Employee, Parent each Transferred Employee shall be credited with his or her period of service with the Seller or the Surviving Corporation applicable member of the Company Group and their respective predecessors before the Closing Date, for purposes of eligibility and vesting (other than with respect to new equity plans or awards) and not for benefit accrual purposes, to the extent credited under any similar type of employee benefit plan, policy or arrangement applicable to such Transferred Employee immediately prior to the Closing Date; provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits with respect to the same period of service. The Purchaser shall cause its Subsidiaries to be provided to the Surviving Corporation's employees for not less than one year provide uninterrupted medical benefits coverage of Transferred Employees and their eligible spouses and dependents from and after the Closing Date Current Benefits under one or more Company Plans, and such Company Plans shall not deny the Transferred Employees coverage on the basis of pre-existing conditions (as defined below) that are, except to the extent such a denial of coverage was in the aggregate, substantially as favorable effect under a comparable plan applicable to such employees as the Current Benefits available to them as of the date of this Agreement under the Transferred Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them immediately prior to the date Closing Date) and shall credit the Transferred Employees for any deductibles and out-of-pocket expenses paid in the year of this Agreement under those severance plans specified initial participation in Schedule 3.1(j) delivered to Parent by the Company Plans. Seller shall not, prior to Closing, take action to terminate the execution of this Agreement, of which the Company has provided Parent Xxxxxx Brothers Holdings Inc. Retirement Plan without first consulting with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately prior to the Effective Time, for purposes of determining eligibility to participate in and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansPurchaser.

Employee Benefits. Immediately after Parent agrees that all Continuing Employees shall be eligible to continue to participate in the Effective TimeSurviving Corporation’s health and welfare benefit plans; provided, however, that (i) nothing in this Section 6.9 or elsewhere in this Agreement shall limit the right of Parent or the Surviving Corporation to amend or terminate any such health or welfare benefit plan at any time and (ii) if Parent or the Surviving Corporation terminates any such health or welfare benefit plan (a “Terminated Plan”), then (upon expiration of any appropriate transition period), the Continuing Employees shall cause be eligible to be provided to participate in the Surviving Corporation's employees for not less than one year from ’s health and after the Closing Date Current Benefits welfare benefit plans (as defined below) that are, in the aggregate, substantially as favorable subject to such employees as the Current Benefits available to them as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from applicable terms and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (bconditions) to the extent that coverage under such plans is replacing comparable coverage under any employee such Terminated Plan. To the extent that service is relevant for eligibility, vesting or allowances (including paid time off) under any health or welfare benefit plan of Parent and/or the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective TimeCorporation, then Parent shall use its commercially reasonable efforts to ensure (i) that such employee receives health or welfare benefit plan shall, for purposes of eligibility, vesting, allowances and benefit accrual (including paid time off), credit Continuing Employees for his or her service prior to the Effective Time with the Company, Company to the same extent as that such service was credited under any similar Employee Benefit Plan immediately recognized prior to the Effective TimeTime under the corresponding health or welfare benefit plan of the Company. In addition, for purposes of determining eligibility to participate Parent shall in and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any no event apply a pre-existing condition limitationsor actively at work or similar limitation, eligibility waiting period, evidence of insurability requirement or other condition under any group health or welfare plan with respect to the Continuing Employees and the eligible dependents of the Continuing Employees, other than limitations or waiting periods that are already in effect with respect to such individuals to the extent not satisfied as of the Effective Time under the corresponding Employee Plan. To the extent that any Continuing Employee or similar limitations any eligible dependent of a Continuing Employee is transferred during a plan year from coverage under such one or more of the Employee Plans to coverage under a successor group health and welfare plan, Parent Employee Benefit Plan are waivedshall, and (iii) that such employee receives or shall cause the Company to, provide the affected Continuing Employee, or eligible dependent with credit for any co-payments previously payments, deductibles and offsets (or similar payments) made and during the plan year in which the transfer occurs for the purposes of satisfying any deductible previously satisfied applicable deductible, out-of-pocket or similar requirements under any similar such successor benefit plan, program or arrangement. In the event Parent or the Surviving Corporation terminates any Employee Benefit Plan. For purposes Plan that is a Section 125 plan flexible spending arrangement, Surviving Corporation shall transfer and Parent shall accept the flexible spending account elections and accounts of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansthe Continuing Employees.

Employee Benefits. Immediately after Executive shall be entitled to participate in the Effective Timeemployee benefit plans offered by the Company to its employees generally (collectively, Parent “Benefit Plans”), consistent with the terms of the applicable Benefit Plan. The Company reserves the right to amend or cancel any Benefit Plan in accordance with its terms. Executive shall be entitled to annual paid time off (“PTO”) in accordance with the Surviving Corporation Company’s PTO policies as in effect from time to time. Subject to Section 9(d) below, Executive (or Executive’s spouse/family, if Executive’s employment is terminated due to Executive’s death and Executive’s spouse/family was participating in the Company’s health insurance program at that time) shall cause be entitled to be provided continue, at the Company’s expense for a period of eighteen (18) calendar months [24 MONTHS FOR CEO] following the month in which the date of Executive’s death or termination of Executive’s employment occurs other than Executive’s termination by the Company for Cause, to participate in and receive benefits and coverage under the Company’s Benefit Plans that provide health insurance to Company employees, with Executive being entitled to the Surviving Corporation's employees levels of benefits and coverages that were in place for not less than one year from Executive (and after the Closing Date Current Benefits (as defined belowExecutive’s spouse/family if applicable) that are, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as of the date of termination of employment or Executive’s death. Notwithstanding any provision of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them immediately prior Section 7 to the date contrary and subject to Section 9(d) below, if, upon Executive’s death or termination of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent employment other than Executive’s termination by the Company prior for Cause, Executive (or Executive’s spouse if Executive’s employment is terminated due to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (bExecutive’s death) to the extent that any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately prior to the Effective Time, for purposes of determining eligibility is entitled to participate in the Company’s Tier I Legacy Retiree Program, Tier II Legacy Retiree Program or Tier III – Post 65 Retiree Program (collectively, the “Legacy Retiree Programs”) and vesting undersuch Legacy Retiree Programs provide for Company-provided health insurance for a period of time in excess of the eighteen (18)-month [24-MONTH FOR CEO] period referenced above, and Executive and/or Executive’s spouse shall be entitled to participate in the applicable Legacy Retiree Program for purposes of calculating such longer period as set forth in the benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansapplicable Legacy Retiree Program.

Employee Benefits. Immediately (a) Parent agrees that, subject to any necessary transition period and subject to any applicable plan provisions, contractual requirements or Legal Requirements: (i) all employees of the Acquired Corporations who continue employment with Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation after the Effective TimeTime (“Continuing Employees”) shall be eligible to participate in Parent’s health, welfare, severance, vacation, fringe and 401(k) plans, to substantially the same extent as similarly situated employees of Parent; (ii) Parent shall provide the Continuing Employees with service credit for purposes of (A) eligibility and vesting under any employee benefit or compensation plan, program or arrangement adopted, maintained or contributed to by Parent or any of its Subsidiaries in which Continuing Employees are eligible to participate, and (B) benefit accrual under any vacation or severance plan of Parent or any of its Subsidiaries in which Continuing Employees are eligible to participate, for all periods of employment with the Surviving Corporation shall cause to be provided Company or any of its Subsidiaries (or their predecessor entities) prior to the Surviving Corporation's employees Effective Time for not less than one year from and after which service was recognized by the Closing Date Current Benefits (as defined below) that are, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them Company immediately prior to the date Effective Time (other than with respect to any newly adopted plan of this Agreement Parent or its Subsidiaries for which past service credit is not granted to its employees generally or any frozen plan or grandfathered benefit of Parent or its Subsidiaries), (iii) Parent shall cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under those severance any medical, health, dental or disability benefit plans specified in Schedule 3.1(j) delivered of Parent or any of its Subsidiaries to Parent by be waived with respect to the Continuing Employees and their eligible dependents to the extent waived under any similar plans of the Company immediately prior to the execution of this Agreement, of Effective Time and (iv) Parent shall give the Continuing Employees and their eligible dependents credit for the plan year in which the Company has provided Effective Time (or commencement of participation in a plan of Parent with accurate or any of its Subsidiaries) occurs for applicable deductibles, co-payments and complete copies annual out-of-pocket limits for expenses incurred prior to the Effective Time (or the date hereof and (bof commencement of participation in a plan of Parent or any of its Subsidiaries) to the extent that any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was expenses were credited under any similar Employee Benefit Plan plans of the Company immediately prior to the Effective Time. Nothing in this Section 5.5(a) or elsewhere in this Agreement shall be construed to create a right in any Company Associate to employment with Parent, for purposes the Surviving Corporation or any Subsidiary of determining eligibility to participate in and vesting underthe Surviving Corporation, and the employment of each Continuing Employee shall be “at will” employment. Except for purposes Indemnified Persons (as defined in Section 5.6(a)) to the extent of calculating the benefits undertheir respective rights pursuant to Section 5.6, such Parent no Company Associate or Continuing Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes shall be deemed to be a third party beneficiary of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansAgreement.

Employee Benefits. Immediately From and after the Effective Time, all employees of the Company Entities (the "Employees") shall be eligible to participate in Parent's employee benefit plans, programs, policies and arrangements on the same basis as similarly situated employees of Parent; provided, however, that, in lieu of Parent's severance pay plan, Parent or the Surviving Corporation shall cause the Company's severance pay plan as described in Section 5.8(a) of the Company Disclosure Letter to be provided remain in effect with respect to the Surviving Corporation's employees Employees for not less than one year from and after the Closing Date Current Benefits (as defined below) that are, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them 12 months immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after following the Effective Time. Parent shall, and shall cause the Company and its Subsidiaries to, honor, pursuant to their terms, all employee benefit obligations to current and former directors, officers, consultants and employees under the Compensation and Benefits Plans, including, without limitation, all employment, severance and compensation agreements of the Company and its Subsidiaries. For purposes of all employee benefit plans, programs or arrangements maintained or contributed to by Parent or any of its Subsidiaries, in which the Employees shall be eligible to participate, Parent shall use reasonable efforts cause each such plan, program or arrangement to ensure (i) that such employee receives credit for his or her treat the prior service with the Company, Company or its Subsidiaries of each Employee as service rendered to the same extent as such service was credited under any similar Employee Benefit Plan immediately prior to the Effective Time, Parent and its Subsidiaries for purposes of determining all eligibility to participate in periods, vesting and vesting under, and benefit accruals thereunder (but not for purposes of calculating benefit accruals under any defined benefit pension plan maintained by Parent or its Subsidiaries (other than the benefits under, Company Entities)). No Employee (or eligible spouse or dependent) who elects to be covered under a Parent medical insurance plan shall be excluded from coverage under such Parent Employee Benefit Plan, (ii) that any plan on the basis of a pre-existing condition limitations, waiting periods that was not also excluded under the Company's or similar limitations under any of its Subsidiaries' medical insurance plans. To the extent any such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for has satisfied in whole or in part any annual deductible or paid any out-of-pocket or co-payments previously made payment expenses under a medical insurance plan of the Company or any of its Subsidiaries for a plan year, such individual shall be credited therefor under the corresponding provisions of the corresponding plan of Parent and any deductible previously satisfied under any similar Employee Benefit Planits Subsidiaries in which such individual participates after the conversion date. For Parent agrees that the consummation of the Merger shall constitute a "Change in Control" of the Company Entities for all purposes within the meaning of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee all Compensation and Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plans.

Employee Benefits. Immediately Parent agrees that all employees of the Acquired Corporations who continue employment with Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation after the Effective TimeTime ("Continuing Employees") shall be eligible to continue to participate in the Surviving Corporation's health, vacation and other non-equity based employee benefit plans; provided, however, that (a) nothing in this Section 5.5 or elsewhere in this Agreement shall limit the right of Parent or the Surviving Corporation shall cause to be provided to amend or terminate any such health, vacation or other employee benefit plans at any time, and (b) if Parent or the Surviving CorporationCorporation terminates any such health, vacation or other employee benefit plan, then, subject to any necessary transition period, the Continuing Employees shall be eligible to participate in Parent's health, vacation and other non-equity based employee benefit plans (or those of a Subsidiary of Parent), to substantially the same extent as employees of Parent (or a Subsidiary, if applicable) in similar positions and at similar grade levels. For all purposes under the employee benefit plans of the Parent or any Subsidiary (other than such plans providing for not less than one year from and retiree medical benefits) providing benefits to any Continuing Employee after the Closing Date Current Benefits (as the "New Plans"), each Continuing Employee shall be credited with his or her periods of service with the Company before the Closing for purposes of participation, vesting and benefits levels where length of service is relevant to benefit levels, but not for benefit accrual under any defined below) benefit plan or any accrual that arewould result in any duplication of benefits. In addition, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as of the date of this Agreement under the Employee Benefit Plans. Without and without limiting the generality of the preceding sentence: (i) each Continuing Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plans replaces coverage under a comparable Plan (such Plans, collectively, the "Old Plans") and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical or vision benefits to any Continuing Employee, the Parent shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan that did not apply to the Old Plan to be waived for such Continuing Employee and his or her covered dependents and shall cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents under any Old Plan to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents as though such amounts had been paid in accordance with such New Plan. Notwithstanding the foregoing, for purposes of any New Plan which provides a type of coverage not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue afforded to be provided with the same level of severance benefits provided to them immediately prior to the date of this Agreement Continuing Employees under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates in Old Plans, or any Plan of Parent Employee Benefit Plan after or a Subsidiary of Parent which provides either post-retirement or supplemental retirement benefits, the Effective TimeContinuing Employees shall not be eligible to participate, Parent or shall use reasonable efforts to ensure (i) that such employee receives participate at Parent's sole discretion with no credit for his or her periods of service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately Company prior to the Effective Time, for purposes of determining eligibility to participate Closing. Nothing in and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes of this Section 4.65.5 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and, subject to any other binding agreement between an employee and Parent, the Surviving Corporation or any other Subsidiary of Parent, the employment of each Continuing Employee shall be "Current Benefitsat will" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansemployment.

Employee Benefits. Immediately after (a) Parent shall take all necessary action so that each person who is an employee of the Effective TimeCompany or any of its Subsidiaries immediately prior to the consummation of the Merger (including each such person who is on vacation, Parent temporary layoff, approved leave of absence, sick leave or short- or long-term disability) (a "Retained Employee") shall remain an employee of the Company or the Surviving Corporation shall cause to be provided to or a Subsidiary of the Company or of the Surviving Corporation's employees for not less than one year from and , as the case may be, immediately following the consummation of the Merger. Parent shall take all necessary action so that each Retained Employee shall after the Closing Date Current Benefits (as defined below) that are, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as consummation of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will Offer continue to be provided credited with the same level unused vacation and sick leave credited to such employee through the consummation of severance the Offer under the applicable vacation and sick leave policies of the Company and its Subsidiaries, and Parent shall permit or cause the Company, the Surviving Corporation and their Subsidiaries to permit such employees to use such vacation and sick leave. Parent shall take all necessary action so that, for purposes of eligibility and vesting service under each employee benefit plan and determination of benefits provided under each paid time off, vacation, severance, short-term disability and service award plans maintained by Parent or any of its Subsidiaries in which employees or former employees of the Company and its Subsidiaries become eligible to them immediately prior to participate upon or after the date consummation of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent the Offer, each such person shall be given credit for all service with the Company and its Subsidiaries (or all service credited by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (bor its Subsidiaries) to the extent that any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under if rendered to Parent or any similar Employee Benefit Plan immediately prior to the Effective Time, for purposes of determining eligibility to participate in and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansits Subsidiaries.

Employee Benefits. Immediately (a) Globespan agrees that, from and after the ----------------- Effective Time, except as explicitly provided herein, Globespan and its Subsidiaries shall assume and honor all Virata Benefit Plans in accordance with their terms as in effect immediately before the Effective Time, Parent subject to any amendment or the Surviving Corporation shall cause to termination thereof that may be provided to the Surviving Corporation's employees for permitted by such terms or as otherwise permitted by applicable law. For a period of not less than one year from following the Effective Time, Globespan shall provide, or shall cause to be provided, to individuals who are employees of Virata and its Subsidiaries immediately before the Effective Time (other than any employees subject to collective bargaining agreements) and who continue to be employed by Globespan and its Subsidiaries after the Closing Date Current Benefits Effective Time (as defined belowthe "Virata Employees") ---------------- compensation and employee benefits that are, in the aggregate, substantially not less favorable than those provided to Virata Employees immediately before the Effective Time (it being understood that discretionary equity and equity based awards will remain discretionary), as favorable disclosed by Virata to such employees as the Current Benefits available to them as of Globespan before the date of this Agreement under Agreement; provided, that, with the approval of the Transition Committee, Globespan may provide Virata Employees with compensation and employee benefits that are, in the aggregate, not less favorable than those provided to similarly situated employees of Globespan and its Subsidiaries (it being understood that discretionary equity and equity based awards will remain discretionary). Globespan further agrees to honor the terms of all employment agreements between Globespan and Virata Employees. The foregoing shall not be construed to prevent the termination of employment of any Virata Employee or the amendment or termination of any particular Virata Benefit PlansPlan to the extent permitted by its terms as in effect immediately before the Effective Time or as otherwise permitted by applicable law. Without limiting the generality of Notwithstanding the foregoing, for not less than a period of one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after following the Effective Time, Parent Globespan and its Subsidiaries shall use reasonable efforts not reduce the compensation or benefits provided to ensure (i) that any current employee of Virata designated by the Transition Committee without the consent of such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately prior to the Effective Time, for purposes of determining eligibility to participate in and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansperson.

Employee Benefits. Immediately after Subject to Section 2.05(a), following the Effective Time, Parent shall, or shall cause the Surviving Corporation shall to (i) honor all obligations under employment agreements of the Company and (ii) pay all benefits (including any vacation, personal and sick days) accrued through the Effective Time under employee benefit plans, programs, policies and arrangements of the Company (including any rabbi trust agreement) in accordance with the terms thereof. Parent also agrees to provide, or cause the Surviving Corporation to provide, employees of the Company and its subsidiaries who continue to be provided to employed by the Surviving Corporation's employees Company or any of its subsidiaries as of the Effective Time ("CONTINUING EMPLOYEES") for a period of not less than one year from following the Effective Time with compensation and after the Closing Date Current Benefits (as defined below) that arebenefits which, in the aggregate, substantially as are no less favorable than either the compensation and benefits provided to such employees as immediately prior to the Current Benefits available Effective Time or the compensation and benefits provided to them similarly situated employees of Parent or any affiliate of Parent. Notwithstanding the foregoing, nothing herein shall prevent Parent from terminating the employment of any Continuing Employee following the Effective Time, provided however that for a period of one year following the Effective Time, Parent shall, or shall cause the Surviving Corporation to, establish and maintain a plan to provide severance and termination benefits to all Continuing Employees which are no less favorable than the severance and termination benefits provided under the Company's plans and arrangements in effect as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue as disclosed to be provided with the same level of severance benefits provided to them immediately Parent in writing prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered hereof. With respect to Parent by the Company prior medical benefits provided to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan Continuing Employees after the Effective Time, Parent shall use reasonable efforts to ensure (i) agrees that such employee receives credit for his it will, or her service with it will cause the CompanySurviving Corporation and its subsidiaries to, to the same extent as such service was credited under any similar Employee Benefit Plan immediately prior to the Effective Time, for purposes of determining eligibility to participate in waive waiting periods and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations requirements (to the extent waived under such Parent Employee Benefit Plan are waivedthe Company's plans), and (iii) that such employee receives will give Continuing Employees credit for any co-payments previously made copayments and any deductible previously satisfied deductibles actually paid by such employees under any similar Employee Benefit Planthe Company's medical plans during the calendar year in which the Effective Time occurs. For In addition, service with the Company shall be recognized for purposes of this Section 4.6, "Current Benefits" shall refer to benefits available eligibility under Employee Benefit Plans the welfare plans in which Continuing Employees participate as well as for purposes of the programs or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans policies for vacation pay and other equity-based benefit planssick pay in which Continuing Employees participate.

Employee Benefits. Immediately after Parent agrees that all employees of the Effective Time, Company who continue employment with Parent or the Surviving Corporation after the Effective Time ("Continuing Employees") shall cause be eligible to be provided continue to participate in the Surviving Corporation's employees for not less than one year from retirement, health, vacation and after the Closing Date Current Benefits (as defined below) other non-equity based employee benefit plans; provided, however, that are, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all nothing in this Section 5.5 or elsewhere in this Agreement shall limit the right of Parent or the Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreementamend or terminate any such retirement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof health, vacation or other employee benefit plan at any time, and (b) to the extent that any employee of if Parent or the Surviving Corporation participates terminates any such retirement, health, vacation or other employee benefit plan, then, the Continuing Employees shall be eligible to participate in any Parent Employee Benefit Plan after the Effective TimeParent's health, Parent shall use reasonable efforts to ensure (i) that such vacation and other non- equity based employee receives credit for his or her service with the Companybenefit plans, to substantially the same extent as employees of Parent in similar positions and at similar grade levels. With respect to such benefits and to the extent permitted under the applicable employee benefit plans of Parent, credit for service was credited under accrued by Continuing Employees (and eligible dependents) for employment with any similar Employee Benefit Plan immediately Acquired Corporation prior to the Effective TimeTime shall be recognized (except to the extent necessary to prevent duplication of benefits), for purposes of determining eligibility to participate in and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, limitations (to the extent such limitations did not apply to a pre-existing condition under a similar or corresponding Company Employee Plan) and eligibility waiting periods or similar limitations applicable to any Continuing employee of an Acquired Corporation under such Parent Employee Benefit Plan are any group health plan shall be waived, and (iii) that such employee receives employees shall be given credit for amounts paid under any Company Employee Plan during the same period for purposes of applying deductibles, co-payments previously made and any deductible previously satisfied under any similar out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the applicable Company Employee Benefit Plan. For purposes of Nothing in this Section 4.65.5 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and, subject to any other binding written agreement between an employee and Parent or the Surviving Corporation, the employment of each Continuing Employee shall be "Current Benefitsat will" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansemployment.

Employee Benefits. Immediately after (a) Parent agrees that all employees of the Effective TimeCompany or its Subsidiaries who continue employment with Parent, Parent or the Surviving Corporation shall cause to be provided to the Surviving Corporation's employees for not less than one year from and after the Closing Date Current Benefits (as defined below) that are, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that or any employee Subsidiary of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts Time (“Continuing Employees”) will be eligible to ensure participate in: (i) that such Parent’s employee receives credit for his or her service with the Companybenefit plans and programs, including any equity incentive plan, pension plan, defined benefit plan, defined contribution plan, Section 401(k) plan, bonus plan, profit sharing plan, severance plan, medical plan, dental plan, life insurance plan, time-off programs and disability plan, in each case to the same extent as similarly situated employees of Parent; and (ii) such Company Employee Plans as are continued by the Company or any of its Subsidiaries following the Closing Date, or are assumed by Parent (for the purposes of this Section 5.3(b) only, the plans referred to in clauses “(i)” and “(ii)” of this sentence being referred to as “Specified Parent Benefit Plans”). Each Continuing Employee shall, to the extent permitted by applicable Legal Requirements, receive full credit for purposes of eligibility, vesting and vacation (but not for purposes of benefit accrual) under the Specified Parent Benefit Plans in which such Continuing Employee participates for the years of continuous service was credited under any similar by such Continuing Employee Benefit Plan immediately recognized by the Company or its Subsidiaries prior to the Effective Time, for purposes of determining eligibility to participate in and vesting underprovided, and for purposes of calculating the benefits underthat, such credit (A) does not result in a duplication of benefits, compensation, incentive or otherwise and (B) does not result in an increase in the level of benefits beyond which a similarly situated employee of Parent Employee Benefit Planwould be entitled. With respect to any welfare benefit plans maintained by Parent for the benefit of Continuing Employees located in the United States, subject to any applicable plan provisions, contractual requirements or Legal Requirements, Parent shall use its commercially reasonable efforts to: (iiA) that cause to be waived any eligibility requirements or pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, ; and (iiiB) that such employee receives credit for any co-payments previously made and give effect, in determining any deductible previously satisfied under any maximum out-of-pocket limitations, to amounts paid by such Continuing Employees with respect to substantially similar Employee Benefit Plan. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans plans maintained by the Company or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansits Subsidiaries during the plan year in which the Effective Time occurs.

Employee Benefits. Immediately Parent agrees that all employees of the Acquired Corporations who are employed by Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation immediately after the Effective Time ("Continuing Employees") shall be eligible to continue to participate in the Surviving Corporation's health and/or welfare benefit plans in accordance with the terms of such plans, which plans shall provide benefits not materially less favorable in the aggregate to those provided to such employees immediately prior to the Effective Time; provided, however, that (a) nothing in this Section 5.5 or elsewhere in this Agreement shall limit the right of Parent or the Surviving Corporation shall cause to be provided to the Surviving Corporation's employees for not less than one year from and after the Closing Date Current Benefits (as defined below) that areamend or terminate any such health and/or welfare benefit plan at any time, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) if Parent or the Surviving Corporation terminates any such health and/or welfare benefit plan, then, subject to any appropriate transition period, the Continuing Employees shall be eligible to participate in Parent's health, vacation and other non-equity based employee benefit plans, to substantially the same extent that as similarly situated employees of Parent. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of the Surviving Corporation participates in and, subject to any Parent other binding agreement between an employee and Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation, the employment of each Continuing Employee Benefit Plan after the Effective Timeshall be "at will" employment. The Company agrees to take (or cause to be taken) all actions necessary or appropriate to terminate, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan effective immediately prior to the Effective Time, any employee benefit plan sponsored by any of the Acquired Corporations (or in which any of the Acquired Corporations participate) that contains a cash or deferred arrangement intended to qualify under section 401(k) of the Code. To the extent permitted by Legal Requirements, following the Effective Time, Continuing Employees shall be eligible to participate in any employee benefit plan sponsored by the Parent that contains a cash or deferred arrangement intended to qualify under section 401(k) of the Code to the same extent as other similarly situated employees of Parent. Following the Effective Time, with respect to each plan in which any Continuing Employee participates, for purposes of determining eligibility to participate in and vesting underparticipate, vesting, and entitlement to benefits, including for severance benefits and vacation entitlement (but not for accrual of pension benefits), service with the Acquired Corporations (or predecessor employers to the extent the Acquired Corporations provided past service credit) shall be treated as service with Parent, the Surviving Corporation or any affiliate of either; provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. To the extent permitted by the applicable insurance carrier, such service also shall apply for purposes of calculating satisfying any waiting periods, evidence of insurability requirements, or the benefits underapplication of any preexisting condition limitations. To the extent permitted by the applicable insurance carrier, each such Parent Employee Benefit Plan, (ii) that any plan shall waive pre-existing condition limitationslimitations to the same extent waived under the applicable plan of the Acquired Corporation. To the extent permitted by the applicable insurance carrier, waiting periods Continuing Employees shall be given credit under the applicable plan of Parent, the Surviving Corporation or similar limitations any affiliate of either for amounts paid under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit a corresponding benefit plan during the same period for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes of this Section 4.6applying deductibles, "Current Benefits" shall refer to benefits available under Employee Benefit Plans copayments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the successor or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansreplacement plan.

Employee Benefits. Immediately after (a) Buyer agrees that it shall ensure that each employee of Seller, the Effective Time, Parent Company or the Surviving Corporation shall cause to be provided to Company Subsidiaries who continues employment with Buyer, the Surviving Corporation's employees for not less than one year from and Company or any of their respective subsidiaries or affiliates after the Closing Date Current Benefits (as defined belowa “Continuing Employee”) shall be provided with, for a period extending until the earlier of the termination of such Continuing Employee’s employment with such entities or twelve (12) months following the Closing Date, with compensation and benefits (excluding equity awards) that areare substantially, in the aggregate, substantially as favorable equal to the compensation and benefits provided by Seller, the Company and the Company Subsidiaries to such employees as the Current Benefits available to them as of the date of this Agreement under the Continuing Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by Agreement; provided that nothing herein shall preclude Buyer, the Company prior or Company Subsidiaries from changing the terms and conditions of employment (subject to the execution foregoing requirement to provide substantially equal compensation and benefits to each Continuing Employee for the period described above) or terminating the employment of any Continuing Employee at any time following the Closing Date. Notwithstanding the foregoing, nothing in this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent Agreement shall use reasonable efforts to ensure be interpreted as (i) that such prohibiting Buyer from converting the employee receives credit for his or her service with the Company, benefits offered to the same extent as such service was credited under Continuing Employees at any similar Employee Benefit Plan immediately prior time during the aforementioned period to the Effective Time, for purposes employee benefits offered by Buyer to comparably situated employees of determining eligibility to participate in Buyer and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Planits affiliates, (ii) that prohibiting the termination of any pre-existing condition limitationsemployee benefits being offered to the Continuing Employees by the Company or the Company Subsidiaries (if any) which are not being offered by Buyer to comparably situated employees of Buyer and its affiliates, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such conferring, or intending to confer, on any employee receives credit for of Seller, the Company or the Company Subsidiaries a right to continued employment with Buyer or any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Planof its affiliates following the Closing. For purposes clarity, Buyer has the right to modify or terminate the employment or terms of this Section 4.6employment of any Continuing Employee, "Current Benefits" shall refer including the right to amend or terminate any employee benefits available under or compensation plan, program or arrangement, after the Closing Date (subject to the foregoing requirement to provide substantially equal compensation and benefits to each Continuing Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansfor the period described above).

Employee Benefits. Immediately after (a) During the one year following the Closing Date, Buyer or one or more of its Subsidiaries shall provide all individuals who are employees of the Company and or any of its wholly-owned Subsidiaries (including for this purpose Subsidiaries wholly-owned, directly or indirectly, by the Company other than with respect to a de minimis number of shares of capital stock that are required by the applicable Law of any jurisdiction to be held by other persons), including employees who are not actively at work on account of illness, disability or leave of absence, on the Closing Date (the “Affected Employees”), while employed by the Company or any of its Subsidiaries, with (A) the same base salary or hourly wage rates and annual target bonus opportunity provided to such Affected Employees as of immediately prior to the Effective Time and (B) benefits no less favorable in the aggregate to the benefits provided to such Affected Employees as of immediately prior to the Effective Time; provided, Parent or however, in the Surviving Corporation shall cause sole discretion of Buyer, from January 1, 2020 until the first anniversary of the Closing, such benefits may be replaced with benefits which are substantially comparable in the aggregate to be the benefits provided to similarly situated employees of Buyer and its Subsidiaries, excluding, in each of the Surviving Corporation's employees for not less than one year from foregoing cases (A) and (B), change of control, sale, retention or similar bonus arrangements, equity or equity-linked compensation (whether directly or through equity purchase plans or otherwise) and any compensation or benefits triggered in whole or in part by the consummation of the transactions contemplated hereby. Nothing contained in this Section 6.9 shall be deemed to grant any Affected Employee any right to continued employment after the Closing Date. Buyer shall cause the Company to provide to any Affected Employee who is terminated during the one year period following the Closing Date Current Benefits (as defined below) that areseverance benefits in accordance with, in and subject to the aggregateterms of, substantially as favorable the severance plans applicable to such employees as the Current Benefits available to them Affected Employee as of the date of this Agreement under (provided copies of such plans have been made available to Buyer) (assuming service through the Employee applicable termination date, but excluding any amendment to any Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided Plans or written agreement with the same level of severance benefits provided to them immediately prior applicable Affected Employee subsequent to the date of this Agreement under those hereof) or, if greater, in an amount equal to any severance plans specified in Schedule 3.1(j) delivered payable to Parent by such Affected Employee pursuant to an employment agreement or similar Contract between such Affected Employee and the Company prior (or one of its Subsidiaries); provided, however, the foregoing shall not increase or extend any benefits payable pursuant to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately prior to the Effective Time, for purposes of determining eligibility to participate in and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit planswritten agreement.

Employee Benefits. Immediately after (a) For one year following the Effective TimeTime (the “Continuation Period”), with respect to each country in which Xxxxxx has an employee workforce, Parent shall provide or the Surviving Corporation shall cause to be provided to the employee workforce of the Surviving Corporation's Corporation and the other members of the employee workforce of any other Affiliate of Parent who were employees for not less than one year from and after of Xxxxxx or any of its Subsidiaries immediately prior to the Closing Date Current Benefits Effective Time (as defined below) that are“Continuing Employees”), employee benefits that, in the aggregate, substantially as are no less favorable to such employees as than the Current Benefits available to them as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be employee benefits package provided with the same level of severance benefits provided to them immediately prior by Xxxxxx to the date Continuing Employees in such country by Xxxxxx or any of this Agreement under those severance plans specified its Subsidiaries; provided, however, that, subject to Applicable Law, if Parent has an employee workforce in Schedule 3.1(j) delivered such country, Parent may, in lieu thereof, provide to Parent by the Company Continuing Employees the benefits package offered to Parent’s employee workforce in such country immediately prior to the execution of this Agreement; and, provided, further, that with respect to equity based compensation, Parent shall have no obligation to provide equity awards to the Continuing Employees during the Continuation Period covering a number of which shares of Parent Common Stock in excess of the Company has provided Parent with accurate and complete copies number of shares of Xxxxxx Common Stock available under the 2000 Management Incentive Program and/or 2005 Long Term Incentive Plan of Xxxxxx as in effect immediately prior to the date hereof and Effective Time (bas appropriately adjusted to reflect the Merger). Notwithstanding anything in this Section 6.9(a) to the extent that any contrary, each employee of the Surviving Corporation participates in Xxxxxx or any Parent Employee of its Subsidiaries, other than any director or officer of Xxxxxx, who is covered and eligible for benefits under an Xxxxxx Domestic Benefit Plan that provides for payment of cash severance benefits upon certain employment termination shall, upon termination of employment within one year following the Effective Time, receive the severance benefits provided by the Xxxxxx Domestic Benefit Plans applicable to non-officer and non-director employees (including, without limitation, the Xxxxx Telecom, Inc. Key Employee Severance Policy and the Xxxxxx Employee Severance Plan effective May 1, 2007) or, if the cash severance payments would be higher under a severance plan maintained by Parent or its Affiliates (other than Xxxxxx and its Subsidiaries) applicable to non-officer and non-director employees, such plan of Parent or its Affiliates. From and after the Effective Time, Parent and its Affiliates shall use reasonable efforts continue, and shall cause the Surviving Entity to ensure (i) that such employee receives credit for his continue, the Xxxxx Telecom, Inc. Key Employee Severance Policy in accordance with its terms in effect on the date hereof until it is amended or her service terminated in accordance with the Companyprovisions of the policy, to including (without limitation) the same extent as such service was credited under any similar Employee Benefit Plan immediately prior to consent requirement described in Section II of the Effective Time, for purposes of determining eligibility to participate in and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit planspolicy.

Employee Benefits. Immediately (a) Each employee of the Company or any Company Subsidiary that becomes an employee of the Acquiror upon the Effective Time (or remains an employee of the Surviving Corporation or any Subsidiary of the Surviving Corporation) (each, a “Continuing Employee”) shall receive service credit for prior service with the Company or a Company Subsidiary under Acquiror’s flexible time-off policy (the “FTO Plan”), subject to limitations on accrual generally applicable to Acquiror’s employees under its FTO Plan and subject to Applicable Law. Except as expressly set forth herein, Continuing Employees shall be deemed new employees of Acquiror for purposes of benefits, accrual, eligibility or vesting under Acquiror’s benefit plans. From and after the Effective Time, Parent or the Surviving Corporation Acquiror shall cause take all actions as are necessary to be provided allow Continuing Employees to the Surviving Corporation's employees for not less than one year from and after the Closing Date Current Benefits (as defined below) that are, participate in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as benefit programs of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, Acquiror to the same extent as such service was credited similarly situated employees of Acquiror as soon as practicable after the Effective Time subject to Applicable Law and the terms of Acquiror’s benefit programs. To the extent permitted under the applicable benefit program of Acquiror and subject to Applicable Law, Acquiror shall waive all limitations as to preexisting conditions, exclusions (or actively at work or similar limitations), evidence of insurability requirements and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any similar Employee Benefit Plan immediately prior medical, dental and vision plans that such employees may be eligible to participate in after the Effective Time. To the extent permitted under the applicable benefit programs of Acquiror, for purposes of determining eligibility to participate in Acquiror shall also provide continuing Employees and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives their eligible dependents with credit for any co-payments previously payments, deductibles and offsets (or similar payments) made under the Company Benefit Arrangements for the year in which the Closing occurs under Acquiror’s medical, dental and vision plans for the purposes of satisfying any deductible previously satisfied applicable deductible, out-of-pocket, or similar requirements under any similar Employee Benefit Plan. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based Acquiror benefit plansprogram in the year in which the Closing occurs.

Employee Benefits. Immediately after (a) For the benefit of employees of the Company and its Subsidiaries employed as of the Effective TimeTime (the “Employees”), for a period of 12 months following the Effective Time (or, if shorter, during an Employee’s period of employment or December 31, 2016), Parent agrees to provide or the Surviving Corporation shall cause to be provided to its Subsidiaries (including the Surviving Corporation's employees ) to provide (i) each Employee with (x) a base salary or wage rate and (y) aggregate cash incentive compensation opportunity that is no less favorable than the base salary or wage rate and aggregate incentive compensation opportunity in effect for not less than one year from such Employee immediately prior to the Effective Time (but without any requirement to provide comparability for any equity or cash awards granted in connection with or anticipation of the transactions contemplated by this Agreement or with any change of control or retention features or as new hire awards), and after (ii) the Closing Date Current Benefits (Employees as defined below) that area whole with employee benefits that, in the aggregate, substantially as are no less favorable to such employees as than those in effect for the Current Benefits available to them as of Employees on the date of this Agreement under the Employee Benefit Planshereof (excluding any change in control or retention benefits, defined benefit plans, and post-employment welfare benefits). Without limiting the generality of Notwithstanding the foregoing, for not less than one year nothing in this Agreement shall be interpreted as (i) prohibiting Parent from and after converting the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance employee benefits provided to them immediately prior offered to the date Employees at any time during the aforementioned period to employee benefits offered by Parent to comparably situated Parent employees, (ii) prohibiting the termination of this Agreement under those severance plans specified in Schedule 3.1(j) delivered any employee benefits being offered to Parent the Employees by the Company prior which are not being offered by Parent to the execution of this Agreementcomparable situated Parent employees, of which the Company has provided Parent or (iii) conferring, or intending to confer, on any Employee a right to continued employment with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of Parent, the Surviving Corporation participates or any of their Subsidiaries. This Section 7.4 shall not apply with respect to individuals covered by collective bargaining agreements or other collective representations, in which case the terms of the applicable collective bargaining agreement or collective representation shall apply, or (other than with respect to equity-based incentive compensation) with respect to individuals subject to non-United States law, in which case Parent agrees to comply with any Parent Employee Benefit Plan after applicable laws or employment agreements with respect to compensation and benefits. Notwithstanding anything to the contrary in this Section 7.4, for not fewer than six months following the Effective Time, Parent shall use reasonable efforts provide U.S. Employees with severance benefits not less favorable than those available to ensure (i) that such employee receives credit for his or her service with the Company, U.S. Employees pursuant to the same extent as such service was credited under any similar Employee Benefit Plan immediately prior to the Effective Time, for purposes of determining eligibility to participate in and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any prePMC-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansSierra U.S. Severance Guidelines.

Employee Benefits. Immediately after (a) Following the Effective TimeClosing Date, Parent as and when the employees of the Company and its Subsidiaries (the “Company Employees”) become eligible to participate in the Buyer’s employee benefit plans and programs (the “Buyer Plans”), the Buyer shall or the Surviving Corporation shall cause the applicable plan or program sponsors to: (i) waive all limitations as to pre-existing condition exclusions and waiting periods applicable to such employees to the same extent such exclusions and waiting periods would have been waived or would otherwise not have applied under the Plans in which such employees were participating immediately prior to participating in the applicable Buyer Plans; (ii) provide each such employee with credit for any co-payments, co-insurance, deductibles and other out-of-pocket expenses paid in satisfying any applicable deductible or other out-of-pocket requirements under the Plans of the Company and its Subsidiaries during the applicable Buyer Plan year in which the Company Employee becomes a participant in the applicable Buyer Plan; and (iii) recognize all service of such employees with the Company, any of its Subsidiaries or any of their Affiliates for purposes of eligibility to participate, vesting and benefit determination or computation (but not benefit accrual under any defined benefit pension plan) to the same extent taken into account under the corresponding Plan or policy in which such Company Employees participated immediately prior to participating in the applicable Buyer Plans; provided, however, that this provision shall not be construed in any way that would result in a duplication of benefits provided to any such Company Employee. Until the Surviving Corporation's employees for not less Company Employees become eligible to participate in the Buyer Plans, the Buyer shall maintain the existing employee benefits plans and programs of the Company and its Subsidiaries without any increase in employee costs (other than one year to reflect increased premiums from third-party providers of such existing employee benefits plans and after programs) or reduction in benefits. To the Closing Date Current Benefits (as defined below) that extent that, upon commencement of participation in the Buyer Plans, the benefits provided to any Company Employee under the Buyer Plans and such Company Employee’s cost contributions under such Buyer Plans are, in the aggregate, substantially as less favorable to such employees as Company Employee than the Current Benefits available to them as of the date of this Agreement under the Plans in which such Company Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them participated immediately prior to participating in the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by applicable Buyer Plans, the Company prior Buyer shall make reasonable adjustments to the execution of this Agreement, of which the compensation provided to such Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately prior to the Effective Time, for purposes of determining eligibility to participate in and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansEmployee.

Employee Benefits. Immediately after After the Effective Time, Parent Mercantile shall provide the benefits described in this Section 6.03 with respect to each Person who remains an employee of Royal Palm or the Surviving Corporation shall cause to be provided to the Surviving Corporation's employees for not less than one year from and after the Closing Date Current Benefits (as defined below) that are, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after RP Bank following the Closing Date (aeach a “Continued Employee”). Subject to Mercantile’s ongoing right to adopt subsequent amendments or modifications of any plan referred to in this Section 6.03 or to terminate any such plan, in Mercantile’s sole discretion, each Continued Employee shall be entitled, as a new employee of a subsidiary of Mercantile, to participate in such employee benefit plans, as defined in Section 3(3) of ERISA, or any non-qualified employee benefit plans or deferred compensation, stock option, bonus or incentive plans, or other employee benefit or fringe benefit programs as may be in effect generally for employees of all Surviving Corporation of Mercantile’s subsidiaries (the “Mercantile Plans”), if and as a Continued Employee such person shall be eligible and, if required, selected for participation therein under the terms thereof. RP Bank’s employees will continue to be provided with shall participate therein on the same level basis as similarly situated employees of severance benefits provided to them immediately prior other subsidiaries of Mercantile. All such participation shall be subject to the date terms of such plans as may be in effect from time to time, and this Agreement Section 6.03 shall not give Continued Employees any rights or privileges superior to those of other employees of subsidiaries of Mercantile. Mercantile may terminate or modify all Mercantile Plans, and Mercantile’s obligation under those severance plans specified in Schedule 3.1(j) delivered this Section 6.03 shall not be deemed or construed so as to Parent by the Company prior provide duplication of similar benefits but, subject to the execution of this Agreementthat qualification, of which the Company has provided Parent Mercantile shall credit each Continued Employee with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her term of service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately prior to the Effective TimeRoyal Palm or RP Bank, for purposes of determining eligibility eligibility, vesting and any age or period of service requirements for commencement of participation with respect to any Mercantile Plan in which Continued Employees may participate and with respect to those Continued Employees who are now participants in and vesting under, and Royal Palm’s group medical/health insurance plan there shall be no exclusion of coverage for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitationsconditions. Nothing in this Agreement shall obligate Mercantile, waiting periods RP Bank or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit any other entity to employ any Person or to continue to employ any Person for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes period of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit planstime.

Employee Benefits. Immediately (a) CNB shall, with respect to each employee of Pinnacle or its subsidiaries at the Effective Time who shall continue in employment with Pinnacle, CNB or their respective subsidiaries (each a "Continued Employee"), provide the benefits described in this Section 5.06. Subject to the right of subsequent amendment, modification or termination in CNB's sole discretion, each Continued Employee shall be entitled, as a new employee of a subsidiary of CNB, to participate in such employee benefit plans, as defined in Section 3(3) of ERISA, or any non-qualified employee benefit plans or deferred compensation, stock option, bonus or incentive plans, or other employee benefit or fringe benefit programs that may be in effect generally for employees of all of CNB's subsidiaries (the "CNB Employee Plans"), if and as a Continued Employee shall be eligible and, if required, selected for participation therein under the terms thereof and otherwise shall not be participating in a similar plan maintained by Pinnacle after the Effective Time, Parent . Pinnacle employees shall be eligible to participate on the same basis as similarly situated employees of other CNB subsidiaries. All such participation shall be subject to such terms of such CNB Employee Plans as may be in effect from time to time and this Section 5.06 is not intended to give Continued Employees any rights or the Surviving Corporation shall cause privileges superior to be those of other employees of CNB's subsidiaries (except as provided to the Surviving Corporation's employees for not less than one year from and after the Closing Date Current Benefits (as defined below) that are, in the aggregate, substantially following sentence with respect to credit for past service). CNB may terminate or modify all Pinnacle Employee Plans except insofar as favorable to such employees as the Current Benefits available to them as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after thereunder shall have vested at the Effective TimeTime and cannot be modified and CNB's obligation under this Section 5.06 shall not be deemed or construed so as to provide duplication of similar benefits but, Parent shall use reasonable efforts subject to ensure (i) that such employee receives credit for his or her service with the Companyqualification, to the same extent as such service was credited under any similar Employee Benefit Plan immediately prior to the Effective TimeCNB shall, for purposes of determining eligibility to participate in and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied age or period of service requirements for commencement of participation with respect to any CNB Employee Plans in which Continued Employees may participate (but not for benefit accruals under any similar defined benefit plan), credit each Continued Employee Benefit Planwith his or her term of service with Pinnacle and its subsidiaries and its and their predecessors. For purposes Notwithstanding anything to the contrary, CNB shall acknowledge and assume, upon consummation of the Merger, the obligations of Pinnacle relating to the subject matter of this Section 4.65.06 resulting from its prior acquisitions of IFC and CBI, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansas such obligations are described in Section 2.11(c) of the Disclosure Schedule.

Employee Benefits. Immediately after the Effective Time(i) Buyer shall take any and all such action as may be necessary so that, Parent or the Surviving Corporation shall cause to be provided to the Surviving Corporation's employees for not less than one year from on and after the Closing Date Current Benefits Date, Eligible Employees who after the Closing are employed by Buyer or an Affiliate of Buyer (“Hired Employees”) participate, as defined below) that aresoon as administratively feasible following the Closing Date, in the aggregateemployee benefits of the Buyer or its Affiliates, substantially to the extent permitted under the terms of such plans or applicable Law, provided, that Buyer shall have the right to designate that Hired Employees participate in one or more of Buyer’s health plans. Nothing contained herein shall be construed as favorable requiring Buyer or any of its Affiliates to such employees as entitle the Current Benefits available Hired Employees to them participate in all the Buyer’s employee benefit plans in existence as of the date Closing Date or to continue any specific employee benefit plan for any Hired Employees. As of this Agreement the Closing Date, each Acquired Entity shall cease to be a participating company in the Employee Plans, each such Hired Employees shall cease to be eligible to participate in the Employee Plans and no further benefits shall accrue under such Employee Plans with respect to any such Hired Employees or any beneficiary of any such Hired Employees (other than any such beneficiary receiving health coverage under COBRA). Sellers shall be responsible for any administrative costs related to the termination of the Hired Employees’ participation in the Employee Plans. All contributions accrued by the Hired Employees under the Employee Benefit Plans. Without limiting Sellers’ 401(k) plan with respect to all employer contributions, including employee deferrals, matching contributions (including any true-up contributions, if applicable), profit-sharing contributions, employer non-elective contributions, and Seller share contributions for the generality Hired Employees through the Closing Date, determined in accordance with the terms and provisions of the foregoingSellers’ 401(k) plan, for not less than one year from ERISA and the Code, and based on all service performed and compensation accrued prior to the Closing Date, shall be deposited by the Sellers to the Sellers’ 401(k) plan as soon as administratively feasible following the Closing Date. On or after the Closing Date (a) all Surviving Corporation employees will continue to Date, Buyer shall be provided with the same level responsible for any costs of severance benefits provided to them immediately prior participation and provision of administrative services related to the date of this Agreement under those severance plans specified Hired Employees in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any Buyer’s employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately prior to the Effective Time, for purposes of determining eligibility to participate in and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plans.

Employee Benefits. Immediately Parent agrees that all employees of the Company who continue employment with Parent or the Company after the Effective TimeTime shall be eligible to participate in 40. Parent's health, Parent or the Surviving Corporation shall cause to be provided to the Surviving Corporation's employees for not less than one year from vacation and after the Closing Date Current Benefits (as defined below) that are, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any other employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Companybenefit plans, to the same extent as employees of Parent in similar positions and at similar grade levels (it being understood that such employees shall be eligible to begin to participate (i) in Parent's employee stock purchase plan upon the commencement of the first new offering period that commences following the Effective Time, and (ii) in Parent's other employee benefit plans in accordance with the terms of such plans; provided, however, that in the case of plans for which the Company maintains a plan offering the same type of benefit, such eligibility need not be offered by Parent until the corresponding plan of the Company ceases to be available after the Effective Time). As soon as administratively feasible following the Effective Time, Parent agrees to take whatever action is necessary to transition Company employees into Parent's employee benefits plans as contemplated by the first sentence of this Section 5.6. Further, until such time that the continuing Company employees are covered under an employee benefit plan of Parent, they shall continue to be covered under the corresponding Company Plan that offers the same type of benefit. Parent also agrees to provide each such continuing employee with full credit for service was credited under as an employee of the Company or any similar Employee Benefit Plan immediately affiliate thereof prior to the Effective Time, Time for the following purposes only: for purposes of determining eligibility to participate in eligibility, vesting and vesting underdetermination of the level of benefits (without duplication) under any employee benefit plan or arrangement maintained by Parent, including Parent's 401(k) plan, and for purposes Parent's vacation program. To the extent practicable and only if permitted by the relevant insurance carrier, Parent shall administer its medical plan ("PARENT MEDICAL PLAN") so as to coordinate deductibles, "out-of-pocket" maximums and maximum benefit restrictions so that: (A) Company employees receive credit under the Parent Medical Plan toward any deductibles under the Parent Medical Plan for deductibles paid under any of calculating the benefits undermedical, such dental and prescription drug plans included within the Company Plans ("Company Medical Plan") on or prior to the Effective Time which, had the Company employees been covered by the Parent Employee Benefit Medical Plan, would have been taken into account by the Parent Medical Plan, (iiB) that Company employees receive credit for their eligible out-of-pocket costs with respect to eligible claims incurred under the Company Medical Plan which, had the Company employees been covered by the Parent Medical Plan, would have been taken into account under the Parent Medical Plan toward any "out-of-pocket" maximums under the Parent Medical Plan, and (C) Company employees are credited with benefits received under the Company Medical Plan on or prior to the Effective Time which, had the Company employees been covered by the Parent Medical Plan, would have been taken into account by the Parent Medical Plan for purposes of applying the maximum benefit restrictions under the Parent Medical Plan. Notwithstanding the foregoing, to the extent permitted by law, Parent reserves the right to enforce, on a nondiscriminatory basis, any otherwise applicable pre-existing condition limitations, waiting periods or similar limitations limitation under its medical plan with respect to any Company employee who does not enroll in Parent's medical plan at the time Parent's medical plan is first made available to such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansCompany employee.

Employee Benefits. (a) Parent agrees that all employees of the Acquired Companies who continue employment with Parent, the Surviving Corporation or any Subsidiary of the Parent or the Surviving Corporation after the Effective Time (“Continuing Employees”) shall be eligible to continue to participate in the Surviving Corporation’s health and welfare benefit plans; provided, however, that (i) nothing in this Section 6.4 or elsewhere in this Agreement shall limit the right of Parent or the Surviving Corporation to amend or terminate any such health or welfare benefit plan at any time (including as of the Effective Time), and (ii) if Parent or the Surviving Corporation terminates any such health or welfare benefit plan, then the Continuing Employees shall be immediately eligible to participate in a similar health or welfare benefit plan (if any) of Parent (all of such plans collectively, “Parent Employee Benefit Plans”) to substantially the same extent as similarly situated employees of Parent. Immediately after the Effective Time, the Continuing Employees shall be entitled to participate in a plan that contains a cash or deferred arrangement intended to qualify under Section 401(k) of the Code sponsored, maintained or contributed to by Parent or its Subsidiaries (a “Parent 401(k) Plan”). Each Continuing Employee’s period of service and compensation history with the Surviving Corporation Company and the Acquired Companies shall cause to be provided to counted in determining eligibility for, and the Surviving Corporation's employees for not less than one year from amount and after the Closing Date Current Benefits (as defined below) that arevesting of, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as of the date of this Agreement benefits under the each Parent Employee Benefit PlansPlan. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation Each Continuing Employee who participates in any a Parent Employee Benefit Plan after the Effective Time, Parent that provides health care benefits (whether or not through insurance) shall use reasonable efforts participate without regard to ensure (i) that such employee receives credit for his any waiting period or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately prior to the Effective Time, for purposes of determining eligibility to participate in and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any condition or exclusion based on pre-existing condition limitationsconditions, waiting periods medical history, claims experience, evidence of insurability, or similar limitations under such Parent Employee Benefit Plan are waivedgenetic factors, and (iii) that such employee receives shall receive full credit for any co-payments previously made and any or deductible previously satisfied payments, or net account balances under any similar cafeteria or flexible spending plan made before the Closing Date. In the event that any Continuing Employee receives an “eligible rollover distribution” (within the meaning of Section 402(c)(4) of the Code) from any of the Company’s Employee Benefit Plans intended to qualify under Section 401(k) of the Code (a “Company 401(k) Plan”), Parent shall cause a Parent 401(k) Plan to accept a direct rollover of such eligible rollover distribution (including any portion of such eligible rollover distribution comprised of the outstanding balance of a loan from such Company 401(k) Plan). For purposes Nothing in this Section 6.4(a) or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of the Parent and, unless set forth on Section 6.4(a) of the Company Disclosure Letter, the employment of each Continuing Employee shall be “at will” employment. Each Continuing Employee is an intended third party beneficiary of this Section 4.66.4(a). Parent agrees to maintain, "Current Benefits" for the benefit of the employees of the Acquired Companies, the severance policy set forth on Exhibit B attached to this Agreement, for a period of one (1) year from the Effective Time; provided, however, that any severance payable under the policy shall refer in all cases be subject to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansthe employee’s execution of Parent’s standard form employee release.

Employee Benefits. Immediately For purposes of all employee benefit plans, programs and arrangements maintained by or contributed to by Parent and its Subsidiaries (including, after the Effective TimeClosing, Parent or the Surviving Corporation shall cause to be provided to the Surviving Corporation), for which the Company's and its Subsidiaries' employees are eligible for not less than one year from participation ("Parent Benefit Plan"), Parent shall, or shall cause its Subsidiaries to, cause each such plan, program or arrangement to treat the prior service with the Company and after the Closing Date Current Benefits (as defined below) that are, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as its affiliates of each person who is an employee or former employee of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them Company or its Subsidiaries immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(jClosing (a "Company Employee") delivered as service rendered to Parent by or its Subsidiaries, as the case may be, for purposes of eligibility to participate in and vesting thereunder (but not benefit accrual) to the same extent such service is recognized under corresponding plans, programs or arrangements of the Company or its affiliates prior to the execution of this AgreementClosing; provided, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent however, that any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that each such employee receives shall be given credit for his or her service with the CompanyCompany or any of its Subsidiaries prior to the Effective Time for purposes of determining the amount of vacation to which such employee is entitled in accordance with Parent's policies following the Effective Time; provided, further, that such crediting of service shall not operate to duplicate any benefit or the funding of such benefit. Company Employees shall also be given credit for any deductible or co-payment amounts paid in respect of the plan year in which the Closing occurs, to the same extent as such service that, following the Closing, they participate in any other plan for which deductibles or co-payments are required. Parent shall also cause each Parent Benefit Plan to waive any preexisting condition limitation that was credited waived under the terms of any similar Employee Company Benefit Plan immediately prior to the Effective Time, for purposes Closing and apply any waiting period limitations that would otherwise be applicable to a Company Employee on or after the Closing in a manner consistent with the way Parent would treat similarly situated employees of determining eligibility to participate in and vesting under, and for purposes of calculating Parent taking into consideration the benefits under, service such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansCompany Employees had with the Company.

Employee Benefits. Immediately From and after the Effective Time, Parent shall, or the Surviving Corporation shall cause to be provided to the Surviving Corporation's employees for not less than one year from and after the Closing Date Current Benefits (as defined below) that areAmalgamated Company to, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them recognize prior service recognized immediately prior to the date of this Agreement Effective Time under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution Benefit Plans of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that or any of its Subsidiaries of each employee of the Surviving Corporation participates Company or any of its Subsidiaries that continues to be employed by the Amalgamated Company following the Effective Time (the “Company Employees”) as service under the employee benefit plans of Parent or its Subsidiaries for purposes of eligibility, vesting and level of benefits (but not for purposes of benefit accruals) in any Parent which such Company Employee Benefit Plan is eligible to participate following the Effective Time. From and after the Effective Time, Parent shall, or shall use reasonable efforts to ensure cause the Amalgamated Company to, (i) cause any pre-existing conditions or limitations and eligibility waiting periods under any applicable group health plans of Parent or its Subsidiaries to be waived with respect to applicable Company Employees to the extent that such employee receives credit for his Company Employees were covered or her service with would have been covered under the Company, to group health plans of the same extent as such service was credited under any similar Employee Benefit Plan Company immediately prior to the Effective Time, for purposes of determining eligibility to participate in Time and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any pregive each Company Employee credit, for the plan year in which such Company Employee commences participation in the plans of Parent or its Subsidiaries, towards applicable deductibles and annual out-existing condition limitations, waiting periods or similar limitations under such of-pocket limits for expenses incurred prior to the commencement of participation. Parent Employee Benefit Plan are waived, and (iii) that such shall maintain employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option benefit plans, stock purchase plans programs, policies and other arrangements (excluding equity-based plans and similar arrangements) for Company Employees following the Effective Time which provide benefits that continue to maintain the Company’s market position vis a vis benefits in Bermuda and which are not, in the aggregate, inconsistent with the Company’s prior general approach to employee benefits; provided that the foregoing shall not apply to Company Employees who are transferred to Parent or one of Parent’s Subsidiaries (other than the Amalgamated Company and its Subsidiaries). Parent will continue in place the Company’s past practices with respect to retired employee medical benefits, to the extent Previously Disclosed. Nothing in this paragraph shall be applied to the extent it would result in duplication of benefits or be interpreted to require Parent to provide employment to any employee of the Company or any of its Subsidiaries or provide for participation of any Company Employee in any employee benefit plans, programs, policies or arrangements of Parent. Notwithstanding any other provision herein, none of Parent, the Amalgamated Company nor any of their Subsidiaries shall have any obligation to continue the employment of any Company Employee for any period following the Effective Time. Parent agrees to perform, or cause to be performed, those actions which are referred to as Parent having told the Company it will take in employment agreements being entered into with certain Company executives simultaneously herewith.

Employee Benefits. Immediately after (a) Parent agrees that it shall cause the Surviving Corporation to honor all Compensation and Benefit Plans in accordance with their terms as in effect immediately before the Effective Time, subject to any amendment or termination thereof that may be permitted by the terms of such plan and applicable Law. Parent agrees that, for a period from the Effective Time through the first anniversary of the last day of the plan year of each Compensation and Benefit Plan in which the Effective Time occurs, those individuals who as of the Effective Time were employees or former employees of the Company and its Subsidiaries (other than employees covered by a collective bargaining agreement) (the “Affected Employees”) shall be provided compensation and employee benefits other than plans involving the issuance of Shares and Company Awards and other than payments or benefits made by reason of the Merger and the other transactions contemplated by this Agreement or any incremental increase in value attributable to the Merger or the Surviving Corporation shall cause to be other transactions contemplated by this Agreement no less favorable in the aggregate than those provided to the Surviving Corporation's employees Affected Employees immediately before the Effective Time provided, however, that in determining whether and under what standards equity compensation awards will be granted to Affected Employees, Parent shall apply substantially the same criteria as Parent uses for not less than one year from and after its other business units. For purposes of the Closing Date Current Benefits (as defined below) that arepreceding sentence, in the aggregatecase of any Compensation and Benefit Plan for which the plan year is uncertain (or in the case of compensation not provided under a Compensation and Benefit Plan), substantially as favorable the plan year shall be deemed to such employees as be the Current Benefits available calendar year, provided that, in any event, the period described in the preceding sentence shall be greater than 12 months and less than 24 months, provided that Parent agrees that to them the extent required under a Compensation and Benefit Plan in effect as of the date of this Agreement it shall require any successor to the Company, the Surviving Corporation or any portion of the business or assets of the Company or the Surviving Corporation to assume an appropriate portion of the obligations of Parent under the Employee Benefit Plansthis Section 6.8. Without limiting the generality of Notwithstanding the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreementnothing contained herein shall obligate Parent, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates in or any Parent Employee Affiliate of either of them to (i) maintain any particular Compensation and Benefit Plan after (other than the Company Severance Plans, as defined in the immediately following sentence, and the matters described on Section 6.8 of the Company Disclosure Schedule), (ii) grant or issue any equity or equity-based awards or (iii) retain the employment of any Affected Employee. Notwithstanding the foregoing, until the second anniversary of the Effective Time, Parent shall use reasonable efforts or shall cause the Surviving Corporation to ensure continue each of the Severance Plans identified in Section 6.8(a) of the Company Disclosure Letter (ithe ”Company Severance Plans”) without any change that such employee receives credit for his or her service with the Company, is adverse to the same extent Affected Employees who participate as such service was credited under any similar Employee Benefit Plan immediately prior to of the Effective Time, for purposes to the extent required under each Company Severance Plan as of determining eligibility to participate in and vesting under, and for purposes the date of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansAgreement.

Employee Benefits. Immediately after (a) Section 4.9(a) of the Effective Time, Parent or the Surviving Corporation shall cause to be provided to the Surviving Corporation's employees for not less than one year from and after the Closing Date Current Benefits (as defined below) that are, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them Liberty Disclosure Schedule sets forth as of the date of this Agreement under Agreement, a list of all material "employee pension benefit plans" (as defined in Section 3(2) of ERISA), "employee welfare benefit plans" (as defined in Section 3(1) of ERISA), and deferred compensation, bonus, retention bonus, incentive, severance, stock bonus, stock option, restricted stock, stock appreciation right, stock purchase, holiday pay, and vacation pay plans, and any other employee benefit plan, program, policy or arrangement covering employees of the Splitco Business as of the date hereof, that are currently either maintained by or contributed to by Liberty, Splitco or any of their respective Subsidiaries or to which Liberty, Splitco or any of their respective Subsidiaries is obligated to make payments or otherwise have any liability (collectively, the "Splitco Employee Benefit Plans. Without limiting the generality "), and each employment, severance, retention, individual consulting or similar agreement covering service providers of the foregoingSplitco Business currently in effect that has been entered into by Liberty, for not less than one year from and after Splitco or any of their respective Subsidiaries (collectively, the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates in any Parent "Splitco Employment Agreements"). Each Splitco Employee Benefit Plan after the Effective Timesponsored, Parent shall use reasonable efforts maintained or contributed to ensure solely by Splitco and its Subsidiaries (iand not Liberty) that such employee receives credit for his or her service which provides benefits solely with the Company, respect to the same extent as such service was credited under Transferred Employees, or to directors and consultants of Splitco and its Subsidiaries, and no other active employees, consultants or directors of Liberty or any similar of its Subsidiaries is separately identified in Section 4.9(a) of the Liberty Disclosure Schedule (collectively, the "Transferred Employee Benefit Plan immediately prior to the Effective Time, for purposes Plans"). Summaries of determining eligibility to participate in and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under all Splitco Employee Benefit Plans or Parent (except for plans contributed to pursuant to a Collective Bargaining Agreement set forth in Section 4.9(a) of the Liberty Disclosure Schedule), copies of all such written Splitco Employee Benefit Plans, other than benefits Plans and Splitco Employment Agreements and written summaries of all unwritten Splitco Employee Benefit Plans have been made available under stock option plans, stock purchase plans and other equity-based benefit plansto DIRECTV.

Employee Benefits. Immediately after (a) Section 4.9(a) of the Effective Time, Parent or the Surviving Corporation shall cause to be provided to the Surviving Corporation's employees for not less than one year from and after the Closing Date Current Benefits (as defined below) that are, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them Liberty Disclosure Schedule sets forth as of the date of this Agreement under Agreement, a list of all material “employee pension benefit plans” (as defined in Section 3(2) of ERISA), “employee welfare benefit plans” (as defined in Section 3(1) of ERISA), and deferred compensation, bonus, retention bonus, incentive, severance, stock bonus, stock option, restricted stock, stock appreciation right, stock purchase, holiday pay, and vacation pay plans, and any other employee benefit plan, program, policy or arrangement covering employees of the Splitco Business as of the date hereof, that are currently either maintained by or contributed to by Liberty, Splitco or any of their respective Subsidiaries or to which Liberty, Splitco or any of their respective Subsidiaries is obligated to make payments or otherwise have any liability (collectively, the “Splitco Employee Benefit Plans. Without limiting the generality ”), and each employment, severance, retention, individual consulting or similar agreement covering service providers of the foregoingSplitco Business currently in effect that has been entered into by Liberty, for not less than one year from and after Splitco or any of their respective Subsidiaries (collectively, the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates in any Parent “Splitco Employment Agreements”). Each Splitco Employee Benefit Plan after the Effective Timesponsored, Parent shall use reasonable efforts maintained or contributed to ensure solely by Splitco and its Subsidiaries (iand not Liberty) that such employee receives credit for his or her service which provides benefits solely with the Company, respect to the same extent as such service was credited under Transferred Employees, or to directors and consultants of Splitco and its Subsidiaries, and no other active employees, consultants or directors of Liberty or any similar of its Subsidiaries is separately identified in Section 4.9(a) of the Liberty Disclosure Schedule (collectively, the “Transferred Employee Benefit Plan immediately prior to the Effective Time, for purposes Plans”). Summaries of determining eligibility to participate in and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under all Splitco Employee Benefit Plans or Parent (except for plans contributed to pursuant to a Collective Bargaining Agreement set forth in Section 4.9(a) of the Liberty Disclosure Schedule), copies of all such written Splitco Employee Benefit Plans, other than benefits Plans and Splitco Employment Agreements and written summaries of all unwritten Splitco Employee Benefit Plans have been made available under stock option plans, stock purchase plans and other equity-based benefit plansto DIRECTV.

Employee Benefits. Immediately after the Effective Time(i) Parent agrees that, Parent or the Surviving Corporation shall cause to be provided to the Surviving Corporation's employees for not less than one year from and after the Closing Date Current Benefits (as defined below) that are, in the aggregate, substantially promptly as favorable to such employees as the Current Benefits available to them as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after reasonably practicable following the Effective Time, Parent shall use reasonable efforts arrange for the employees of the Company and its Subsidiaries to ensure participate in the employee benefit plans of Parent, including but not limited to Parent Compensation and Benefit Plans, on substantially the same terms and conditions of similarly situated employees of Parent. In the interim, Parent shall not reduce the aggregate level of benefits provided to the employees of the Company and its Subsidiaries under the Compensation and Benefit Plans (iother than Stock Plans pursuant to which no new awards will be A-30 granted). Parent shall cause its employee benefit plans (including but not limited to vacation, severance and disability plans) that to take into account for purposes of eligibility, benefits (excluding accruals under a defined benefit plan) and vesting thereunder service by employees of the Company and its Subsidiaries as if such employee receives credit for his or her service were with the Company, Parent to the same extent as that such service was credited under any similar Employee Benefit Plan immediately prior to a comparable plan of the Effective Time, for Company. For purposes of determining eligibility each Parent employee benefit plan providing medical, dental, prescription drug, vision, life insurance or disability benefits to participate in and vesting underany employee of the Company or its Subsidiaries, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, shall cause its employee benefit plans to (iia) that any waive all pre-existing condition limitationsexclusions of its employee benefit plans with respect to such employees and their dependents to the same extent such exclusions were waived under a comparable plan of the Company and (b) take into account any eligible expenses incurred by such employees and their dependents for purposes of satisfying all deductible, waiting periods or similar limitations coinsurance and maximum out-of-pocket requirements applicable to such employees and their covered dependents under such the applicable employee benefit plan of Parent. Parent Employee Benefit Plan are waivedshall, and (iii) that such shall cause the Surviving Corporation to, honor all employee receives credit for any co-payments previously made benefit obligations to current and any deductible previously satisfied former employees under any similar Employee Benefit Plan. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee the Compensation and Benefit Plans and, to the extent set forth in the Company Disclosure Schedule, all employee severance plans (or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans policies) in existence on the date hereof and other equity-based benefit plansset forth in the Company Disclosure Schedule and all employment or severance agreements entered into by the Company or adopted by the Board of Directors of the Company prior to the date hereof.

Employee Benefits. Immediately Buyer shall be responsible for all covered medical, dental, life insurance and long-term disability claims or expenses incurred by any Business Employee prior to, on, or after the Effective Time, Closing Date; provided that Parent shall pay or reimburse Buyer or one of its Affiliates for the out-of-pocket costs of any such medical or dental claims that arose prior to the Closing Date to the extent such claims are not reflected in the Closing Date Working Capital or covered by stop loss insurance. Buyer shall also be responsible for providing any former employee of Parent or any of its Affiliates, other than the Surviving Corporation Business Employees, whose “qualifying event,” within the meaning of Section 4980B(f) of the Code, occurs prior to the Closing Date (and such former employee’s “qualified beneficiaries” within the meaning of Section 4980B(f) of the Code) with the continuation of group health coverage required by COBRA; provided that Parent shall pay or reimburse Buyer or one of its Affiliates for the out-of-pocket costs of any claims incurred by such former employees and their qualified beneficiaries during such period of coverage to the extent such claims are not covered by stop loss insurance, and reduced by any premiums received by Buyer or its Affiliates. Parent shall further pay or reimburse Buyer or one of its Affiliates for any incremental increases in stop loss insurance premiums incurred by Buyer or any of its Affiliates as a result of Buyer’s responsibilities and obligations set forth in the foregoing sentences. Subject to the foregoing sentences, Buyer and the Group Companies shall have the liability and obligation for, and neither Parent nor any of its Affiliates shall have any liability or obligation for: (l) any short-term disability and sick pay or salary continuation benefits; and (2) any medical, dental, life insurance, long-term disability or other welfare benefit claims incurred by Business Employees. Buyer shall, or shall cause its Affiliates to, use commercially reasonable efforts to be provided waive any waiting period, probationary period, pre-existing condition exclusion, evidence of insurability requirement or similar condition with respect to initial participation under any plan, program, or arrangement established, maintained or contributed to by Buyer or any of its Affiliates to provide health insurance, life insurance and/or disability benefits with respect to each Continuing Employee who has, prior to the Surviving Corporation's employees Closing Date, satisfied, under Parent’s or its Affiliates’ comparable plans, the comparable eligibility, insurability or other requirements referred to in this sentence. Buyer shall, or shall cause its Affiliates to, use commercially reasonable efforts to recognize the dollar amount of all co-insurance, deductibles and similar expenses incurred by each Continuing Employee (and his or her eligible dependents) during the calendar year in which the Closing Date occurs for not less than one year purposes of satisfying such year’s deductible and co-payment limitations under the relevant welfare benefit plans in which each Continuing Employee will be eligible to participate from and after the Closing Date Current Benefits (as defined below) that are, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as of the date of this Agreement under the Date. Each Continuing Employee Benefit Plans. Without limiting the generality of the foregoingshall, for not less than one year from purposes of determining such Continuing Employee’s eligibility to participate in, vesting and after calculating the Closing Date (a) benefit accrual for paid time off and severance, under all Surviving Corporation employees will continue to employee benefit plans, programs and arrangements of Buyer and its Affiliates, be provided credited with the same level service of severance benefits provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to such Continuing Employee with Parent by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Companyits Affiliates, to the same extent as if such service was credited under had been performed for Buyer or any similar Employee Benefit Plan immediately prior of its Affiliates. In addition to the Effective Timeforegoing, for purposes of determining eligibility to participate in and vesting underBuyer shall, and for purposes of calculating the benefits underor shall cause its Affiliates to, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plans.use commercially reasonable efforts to:

Employee Benefits. Immediately after (a) For a period of two years following the Effective TimeClosing, Parent provided that such employees remain employed by Buyer or the Surviving Corporation shall a Transferred Subsidiary, Buyer will provide, or cause to be provided provided, benefits to all employees of the Surviving Corporation's employees for not less than one year from and after the Closing Date Current Benefits (as defined below) that are, Transferred Subsidiaries resident in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them United States who were so employed immediately prior to the date of this Agreement under those severance plans specified Closing ("Xxxxxxx Employees") that are in Schedule 3.1(j) delivered to Parent by the Company prior aggregate comparable to the execution benefits provided to similarly-situated and located employees of this AgreementBuyer. Time of service with the Transferred Subsidiaries will be credited for all purposes, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) other than benefit accrual, under any comparable plans maintained by Buyer, except to the extent such credit would result in a duplication of benefits. Buyer and Xxxxxxx agree that with respect to any employee medical or dental benefit plan of Buyer, where applicable and to the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Timeextent permissible under Buyer's benefit plans and policies, Parent shall use reasonable efforts to ensure (i) that Buyer will waive, with respect to any Xxxxxxx Employee, any pre-existing condition exclusion and actively-at-work requirements (to the extent such exclusion or requirement would not have applied under the applicable Buyer employee receives credit benefit plan) and (ii) any covered expenses incurred on or before the Closing by a Xxxxxxx Employee or a Xxxxxxx Employee's covered dependents will be taken into account for his or her service with purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions after the Company, Closing to the same extent as such service was credited under expenses would be taken into account if incurred by similarly-situated employees of Buyer. Nothing in this Section 5.2 shall be construed as a guarantee of employment for any similar Xxxxxxx Employee Benefit Plan immediately prior for any period of time following the Closing. Buyer will provide continuation health care coverage to all Xxxxxxx Employees and their qualified beneficiaries who incur a qualifying event after the Closing Date in accordance with and to the Effective Time, extent required under the continuation health care coverage requirements of COBRA. Xxxxxxx will be responsible for purposes of determining eligibility providing continuation coverage and all related notices to participate in and vesting under, and for purposes of calculating the benefits under, such Parent extent required by law to any Xxxxxxx Employee Benefit Plan, (iior qualified beneficiary) that any pre-existing condition limitations, waiting periods who incurs a "qualifying event" under COBRA on or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansbefore the Closing Date.

Employee Benefits. Immediately after (a) Parent shall, and shall cause the Surviving Corporation to and instruct its Affiliates to, grant all Continuing Employees credit for any service to the Company earned prior to the Effective TimeTime for purposes of eligibility, vesting and determination of the level of benefits, vacation accrual and severance benefit determinations, under any benefit or compensation plan, program, agreement or arrangement in which a Continuing Employee participates that may be established or maintained by Parent or the Surviving Corporation shall cause to be provided to the Surviving Corporation's employees for not less than one year from and or any of its Affiliates on or after the Closing Date Current Benefits Effective Time (as defined below) the “New Plans”); provided, that are, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for service credit shall not less than one year from and after the Closing Date be recognized (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (bi) to the extent that any employee it would result in a duplication of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Timebenefits, Parent shall use reasonable efforts to ensure (iii) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit newly established New Plan immediately prior for which similarly-situated employees of Parent do not receive credited service, (iii) for purposes of determining eligibility to the Effective Time, receive discretionary contributions to Parent’s Employees’ Savings Plan or (iv) for purposes of determining eligibility to participate in and vesting under, and Parent’s Employee Stock Purchase Plan. Continuing Employees shall not receive credit for service prior to the Effective Time for purposes of calculating benefit accrual under any Parent benefit plan that is a defined benefit pension plan. In addition, Parent shall, and shall cause the benefits underSurviving Corporation to and instruct its Affiliates to, such Parent Employee Benefit Plan, use commercially reasonable efforts to cause (iii) that any 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 similar limitations satisfied by a Continuing Employee under such Parent Employee Benefit Plan are waived, any Acquired Corporation benefit plan as of the Effective Time and (iiiB) that such employee receives credit for any deductible, co-payments previously made insurance and covered out-of-pocket expenses paid on or before the Effective Time by any deductible previously satisfied Continuing Employee (or covered dependent thereof) to be taken into account for purposes of satisfying the corresponding deductible, coinsurance and maximum out-of-pocket provisions after the Effective Time under any similar Employee Benefit Planapplicable New Plan in the same plan year in which the Effective Time occurs. For purposes of Nothing in this Section 4.66.4 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, "Current Benefits" the Surviving Corporation or any other Affiliate of the Surviving Corporation and the employment of each Continuing Employee shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansbe “at will” employment.

Employee Benefits. Immediately after IE shall continue to permit the Effective Timeemployees of XLC and its subsidiaries (the "XLC Employees") to continue to participate in the employee benefit plans and programs listed on Exhibit B hereto (collectively, Parent the "Employee Benefit Plans") on the same basis as such employees participated immediately prior to the effective date of this Agreement; provided, however, that nothing contained in this Agreement shall prohibit IE from modifying or terminating the Surviving Corporation Employee Benefit Plans so long as such modification or termination shall cause apply to all participants in such Employee Benefit Plans or, with respect to any modification or termination that does not apply to all participants in such Employee Benefit Plans, XLC consents thereto (any such consent not to be provided unreasonably withheld). IE shall provide to XLC ninety (90) days prior written notice of its intent to terminate any Employee Benefit Plan or effect the modification thereof in a manner adverse to either XLC or any XLC Employee. Notwithstanding anything to the Surviving Corporationcontrary contained herein, XLC may (or with respect to the circumstance described in clause (b) below, IE may) terminate the participation of the XLC Employees in any Employee Benefit Plan upon the occurrence of the following: (a) the receipt of notice of IE's employees for not less than one year from and after intent to terminate any Employee Benefit Plan or effect the Closing Date Current Benefits modification thereof in a manner adverse to either XLC or any XLC Employee; or (as defined belowb) that arethe disposition by IE of a sufficient number of shares of XLC Common Stock, in the aggregate, substantially as favorable such that the ability of XLC Employees to be included in such employees as a Plan may be terminated. The contributions of XLC Employees to any Employee Benefit Plan shall be accounted for separately from contributions of persons who are not XLC employees. XLC shall pay or reimburse IE for the Current Benefits available to them as of costs associated with participation by the date of this Agreement under XLC Employees in the Employee Benefit Plans calculated on the basis of its respective percentage of compensation (including benefits) of participants covered by such Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately prior to the Effective Time, for purposes of determining eligibility to participate in and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plans.

Employee Benefits. Immediately after (i) SCHEDULE 5.1(K) accurately lists all of the Effective Time, Parent or the Surviving Corporation shall cause to be provided to the Surviving Corporation's senior management and other key employees for not less than one year from and after the Closing Date Current Benefits (as defined below) that are, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them of Seller as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality hereof and all of the foregoingother employees of Seller as of April 30, for not less than one year from 1997 (the "Seller Employees") and after all Benefit Plans and all Benefit Arrangements which are material to the Closing Date (a) Seller's employment relationship with any Seller Employee. Except as set forth on SCHEDULE 5.1(K), each Benefit Plan complies in all Surviving Corporation employees will continue to be provided material respects and has been operated and administered in all material respects in accordance with the same level Employment Retirement Income Security Act of severance benefits provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreement1974, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and as amended (b) "ERISA"), to the extent that ERISA is applicable, and all other applicable Laws; no "reportable event," "prohibited transaction" (as such terms are defined in ERISA and the Code, as applicable) or termination has occurred with respect to any Benefit Plan; and each Benefit Plan that is an "employee pension benefit plan" as defined in Section 3(2) of ERISA has been determined by the Internal Revenue Service (the "IRS") to be qualified under Section 401(a) of the Surviving Corporation participates in Code and remains so qualified. Except as set forth on SCHEDULE 5.1(K), neither any Parent Seller Employee Benefit Plan after or Former Employee nor any beneficiary or dependent of any such Seller Employee or Former Employee is or may become entitled to postemployment benefits of any kind by reason of their employment by the Effective Time, Parent shall use reasonable efforts Seller or termination of such employment including without limitation death or medical benefits (whether or not insured) and no Seller Employee or Former Employee will have rights to ensure (i) that such employee receives credit for his any severance payment or her service with any other benefits by reason of the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately prior to the Effective Time, for purposes of determining eligibility to participate in and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods execution or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes delivery of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans Agreement or Parent Employee Benefit Plansthe consummation of the transactions contemplated hereby, other than benefits available under stock option planscoverage, stock purchase plans if any, mandated by Section 4980B of the Code, with respect to which the Seller shall provide in a timely manner appropriate COBRA notices relating to continuation coverage (and which constitutes an Excluded Liability). The Seller has furnished the Purchaser copies of all material plan documents and other equity-based benefit plansmaterial documents relating to the Benefit Plans and Benefit Arrangements. The Seller has terminated any Benefit Plan which is qualified under Section 401(a) of the Code.

Employee Benefits. Immediately after the Effective Time, (a) Parent or the Surviving Corporation shall cause to be provided to the Surviving Corporation's employees for not less than one year from and after the Closing Date Current Benefits (as defined below) agrees that are, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all employees of the Acquired Corporations who continue employment with Parent, the Surviving Corporation employees will continue or any Subsidiary of the Surviving Corporation after the Effective Time (“Continuing Employees”) shall, subject to any necessary transition period and subject to any applicable plan provisions, contractual requirements or Legal Requirements, be provided with eligible to participate in Parent’s health, vacation and 401(k) plans, to substantially the same level extent as similarly situated employees of severance benefits provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this AgreementParent, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) for purposes of determining a Continuing Employee’s eligibility to participate in such plans, such Continuing Employee shall receive credit under such plans for his or her years of service with the extent that any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after Acquired Corporations prior to the Effective Time, . Parent shall use reasonable efforts to ensure (i) cause to be waived any pre-existing condition limitations and eligibility waiting periods under any group health plan of Parent with respect to Continuing Employees and their eligible dependents, and (ii) cause each Continuing Employee to be given credit toward applicable deductibles and annual out-of-pocket limits under any group health plan of Parent for all amounts paid by such Continuing Employee for the plan year that such employee receives credit for his or her service with includes the Company, to the same extent as such service was credited Effective Time under any similar group health plan of the Company in which such Continuing Employee Benefit Plan was participating immediately prior to the Effective Time. Nothing in this Section 6.4(a) or elsewhere in this Agreement shall be construed to create a right in any employee of any of the Acquired Corporations to employment with Parent, for purposes the Surviving Corporation or any Subsidiary of determining eligibility to participate in and vesting underthe Surviving Corporation, and the employment of each Continuing Employee shall be “at will” employment. Except for purposes Indemnified Persons (as defined in Section 6.5) to the extent of calculating their respective rights pursuant to Section 6.5, no current or former employee, consultant or director of any of the benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waivedAcquired Corporations, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes no Continuing Employee, shall be deemed to be a third party beneficiary of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansAgreement.

Employee Benefits. Immediately (a) Parent agrees that from and after the Effective Time the employees of the Company and its Subsidiaries as of the Effective Time (“Company Employees”) will be eligible to participate in the employee benefit plans of Parent on substantially the same terms and conditions of similarly situated employees of Parent; provided that during the period commencing at the Effective Time and ending on the date that Parent determines to generally transition the Company’s benefit arrangements (such date not to be later than eighteen (18) months following the Effective Time, although the Company shall use reasonable best efforts to transition the Company’s benefit arrangements by nine (9) months following the Effective Time), Parent or shall provide the Surviving Corporation shall cause to be provided to the Surviving Corporation's employees for not less than one year from Company Employees with pension and after the Closing Date Current Benefits (as defined below) welfare benefits under employee benefit plans that are, are substantially comparable in the aggregate, substantially as favorable aggregate to those currently provided by the Company and its Subsidiaries to such employees as the Current Benefits available to them as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately prior to the Effective Time, . Parent will cause any employee benefit plans in which the Company Employees are entitled to participate (“Parent Plans”) to take into account for purposes of determining eligibility to participate in eligibility, and vesting underthereunder, except to the extent it would result in a duplication of benefits, service by Company Employees to the Company and for purposes of calculating its Subsidiaries as if such service were with Parent, to the benefits under, same extent such Parent Employee service was credited under a comparable Benefit Plan, (ii) that any . Each Parent Plan shall waive pre-existing condition limitations, waiting periods limitations to the extent waived or similar limitations not applicable under such the corresponding Benefit Plan. Company Employees shall be given credit under the applicable Parent Employee Plan for amounts paid prior to the Effective Time under a corresponding Benefit Plan are waivedduring the same period for purposes of applying deductibles, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Parent Plan. For purposes Notwithstanding the foregoing, nothing contained herein shall (1) obligate Parent, the Surviving Corporation or any of their Affiliates to (i) maintain any particular benefit plan or the particular provisions of any benefit plan or (ii) retain the employment of any particular employee; (2) be treated as an amendment of any Benefit Plan or (3) give any third party any right to enforce the provisions of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plans6.9.

Employee Benefits. Immediately after (a) Parent shall take all necessary action so that each person who is an employee of the Company or any of its Subsidiaries as of the Effective Time (including each such person who is on vacation, temporary layoff, approved leave of absence, sick leave or short- or long-term disability) (a "Retained Employee") shall remain an employee of the Company or the Surviving Corporation or a Subsidiary of the Company or of the Surviving Corporation, as the case may be, immediately following the Effective Time. If any person who (a) is receiving, as of the Effective Time, long-term disability benefits and (b) was employed by Aerial or any of its Subsidiaries immediately before becoming eligible to receive long-term disability benefits ceases to be totally and permanently disabled and is able to return to employment, Parent shall take all necessary action so that, to the extent required by law, such person becomes an employee of the Company or the Surviving Corporation shall cause to be provided to or a Subsidiary of the Company or of the Surviving Corporation's employees for not less than one year from and after the Closing Date Current Benefits (as defined below) that are, in the aggregate, substantially as favorable to such employees as the Current Benefits available case may be. Prior to them as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, TDS and the Company shall enter into an Employee Benefit Plans Separation Agreement whereby certain TDS employee benefit plans in which the Company participates shall be spun-off to allow the Company to become the sole sponsor. The terms of the Employee Benefit Plans Separation Agreement shall provide, inter alia, for the termination (without the establishment of any similar plan) of the Company's participation in the Telephone and Data Systems, Inc. Wireless Companies' Pension Plan and Telephone and Data Systems, Inc. Supplemental Executive Retirement Plan. Parent shall use reasonable efforts not be subject to ensure (i) any liability with respect to the Telephone and Data Systems, Inc. Wireless Companies' Pension Plan. Parent shall take all necessary action so that such each employee receives credit for his benefit plan maintained by the Company or her service with any of its Subsidiaries immediately before the Effective Time shall be continued immediately following the Effective Time. Parent shall take all necessary action so that, throughout the period beginning at the Effective Time and ending on September 30, 2000, the Company, to the same extent as such service was credited under any similar Surviving Corporation and their Subsidiaries will provide for each Retained Employee Benefit Plan and former employee of the Company and its Subsidiaries, a level of employee benefits and aggregate compensation that is substantially comparable in the aggregate with that provided by the Company immediately prior to the Effective Time, for purposes . Parent shall take all necessary action so that each Retained Employee shall after the Effective Time continue to be credited with the unused vacation and sick leave credited to such employee through the Effective Time under the applicable vacation and sick leave policies of determining eligibility to participate in the Company and vesting underits Subsidiaries, and for purposes of calculating Parent shall permit or cause the benefits underCompany, the Surviving Corporation and their Subsidiaries to permit such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under employees to use such Parent Employee Benefit Plan are waived, vacation and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit planssick leave.

Employee Benefits. Immediately after (a) Parent agrees that during the period commencing at the Effective Time and ending on the first anniversary of the Effective Time, Parent or the Surviving Corporation shall cause to be provided to employees of the Surviving Corporation's employees for not less than one year from Company and its Subsidiaries who remain employed after the Closing Date Current Benefits Effective Time (as defined belowthe “Company Employees”) that are, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with base salary, commissions, cash-based incentive opportunities, pension and welfare benefits at levels that are no less favorable in the same level of severance benefits aggregate than those currently provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior and its Subsidiaries to such employees without regard to any compensation or benefit arrangements, whether special incentives or otherwise, implemented by the execution of Company in connection with the transactions contemplated by this Agreement, of . Parent will cause any employee benefit plans which the Company has provided Parent with accurate Employees are entitled to participate in to take into account for purposes of eligibility and complete copies prior to the date hereof and (b) vesting, except for purposes of qualifying for subsidized early retirement benefits or to the extent that any employee it would result in a duplication of benefits, service by employees of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that Company and its Subsidiaries as if such employee receives credit for his or her service were with the CompanyParent, to the same extent as such service was credited under a comparable plan of the Company. Without limiting the foregoing, Parent shall cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any health or similar plan of Parent to be waived with respect to the Company Employees and their eligible dependents, to the extent waived under the corresponding plan in which the Company Employee Benefit Plan participated immediately prior to the Effective TimeDate, for purposes and any deductibles paid by the Company Employee under any of determining eligibility the Company’s or its Subsidiaries’ health plans in the plan year in which the Effective Date occurs shall be credited towards deductibles under the health plans of Parent or any Subsidiary of Parent. Parent will make appropriate arrangements with its insurance carrier(s) to ensure such result. Except as otherwise provided in Section 7.9(b) and (c), nothing contained herein shall obligate Parent, the Surviving Corporation or any of their Affiliates to (i) maintain any particular benefit plan, or (ii) retain the employment of any particular employee; provided, however, that Parent shall continue to maintain the Company’s Benefit Plans (other than stock-based plans) until the Company Employees are permitted to participate in and vesting under, and for purposes the plans of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that or any pre-existing condition limitations, waiting periods or similar limitations under such Subsidiary of Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Planin accordance with Section 7.9(a). For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plans.-45-

Employee Benefits. Immediately after the Effective Time, Parent or the Surviving Corporation shall cause to be provided to the Surviving Corporation's employees for not less than one year from and after the Closing Date Current Benefits (as defined below) that are, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them immediately On or prior to the date of this Agreement under those severance plans specified the Reorganized TCEH Spin-Off, the Company and EFIH took, and caused their respective Subsidiaries to take all such actions within their control as were necessary, appropriate or desirable to transfer the sponsorship, maintenance and administration of, and all liabilities (and related contracts or agreements with third parties) in Schedule 3.1(j) delivered respect of, the Contributed Plans to Vistra Energy or its Subsidiaries. Vistra Energy shall transfer the liabilities related to the post-retirement health, life, dental and vision benefits for participants previously employed by certain discontinued operations of the Company and its Subsidiaries and their predecessors, and the participants’ beneficiaries previously disclosed to Parent and the related accrued benefits liabilities (the “DiscOp OPEB Liabilities”) from the EFH Retiree Welfare Plan to a new mirror health and welfare plan established by Vistra Energy or another plan reasonably acceptable to Parent and the Company (the “New DiscOp OPEB Plan”) which such plan shall be transferred to and assumed by the Company or one of its Subsidiaries prior to or on the Closing Date. For the avoidance of doubt, upon the transfer of the New DiscOp OPEB Plan to the Company or its Subsidiary, the New DiscOp OPEB Plan (including the DiscOp OPEB Liabilities) shall be an Assumed Plan and the Surviving Company shall indemnify, defend and hold harmless Vistra Energy and its Subsidiaries from and against any claim, action, suit, proceeding relating to any modification or termination of the post-retirement health and life benefits to any DiscOp OPEB Participants on or after the Closing Date. Parent, the Company and Vistra Energy shall take all actions necessary to effectuate the transfer of the New DiscOp OPEB Plan from Vistra Energy to Parent or Company as soon as administratively practicable following the establishment of such plan, but in any event prior to the execution of Closing Date. Notwithstanding anything in this AgreementAgreement to the contrary, of which during the period beginning on the Reorganized TCEH Spin-Off date and ending on the date the New DiscOp OPEB Plan is assumed by the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates or its Subsidiary as set forth in any Parent Employee Benefit Plan after the Effective Timethis Section 6.6, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent Surviving Company or its Subsidiaries shall reimburse Reorganized TCEH and its Affiliates for all claims incurred by DiscOp OPEB Participants under the EFH Retiree Welfare Plan or New DiscOp OPEB Plan, as applicable, plus any reasonable out of pocket expenses incurred by Reorganized TCEH and its Affiliates in providing such service was credited benefits. Notwithstanding the foregoing, except as otherwise provided herein (including, without limitation, the Assumed Plans) or in the Split Participant Agreement (as defined below), none of Parent, any Oncor Entity or any of their Affiliates shall assume or otherwise incur any liability or obligation under any similar Employee Benefit Plan immediately prior to the Effective Timecompensatory, for purposes of determining eligibility to participate in and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods severance or similar limitations under such Parent arrangement in respect of any Non-Oncor Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Planas defined below). For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plans.6.6(a):

Employee Benefits. Immediately Parent or Kenexa Technology will provide, or will cause BRLLC, the Surviving Corporation or any of their respective Subsidiaries to provide to the employees of BRLLC, BRINC or any of their respective Subsidiaries as of the Effective Time (the “Affected Employees”), for the period beginning at the Effective Time and ending on December 31, 2006, with base salary and employee benefits (not including any equity or bonus plans or programs) which in the aggregate are at least substantially comparable to those currently provided by BRLLC, BRINC or any of their respective Subsidiaries to their employees (not including any equity or bonus plans or programs); provided, however, that with respect to severance, in the event that Parent or Kenexa Technology amends or causes the Surviving Corporation to amend its severance policy after the Effective TimeTime but on or before December 31, Parent or 2006 (any such amended policy being referred to as an “Amended Severance Policy”), any such Amended Severance Policy shall provide that the Surviving Corporation severance benefit shall cause be on the same terms and conditions to which an Affected Employee may be provided to eligible under the Surviving Corporation's employees for not less than one year from and after the Closing Date Current Benefits (as defined below) that are, BRINC severance policy in the aggregate, substantially as favorable to such employees as the Current Benefits available to them effect as of the date of this Agreement and shall not be less than the severance benefit to which such Affected Employee would have been eligible under the Employee Benefit Plans. Without limiting the generality BRINC severance policy in effect as of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreement; provided, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) further, that to the extent that any employee of federal, state or local law, including, without limitation, so called “plant closing” laws, requires Parent, Kenexa Technology or the Surviving Corporation participates to give advance notice or make a payment of any kind to an Affected Employee because of such Affected Employee’s involuntary termination due to a layoff, reduction in force, plant or facility closing, sale of business, or similar event, the severance benefit shall be reduced by 60 calendar days of such Affected Employee’s base salary and benefits at the date of termination of such Affected Employee’s employment by the Surviving Corporation, but in no event shall such severance benefit be reduced below zero. Except as provided in the preceding sentence, nothing contained herein shall be construed as requiring Parent, Kenexa Technology, BRLLC, the Surviving Corporation or any Parent Subsidiary of BRLLC or the Surviving Corporation to continue any specific Employee Benefit Plan Plan, including but not limited to any BRINC severance policy, practice or other arrangement. Nothing in this Agreement requires Parent, Kenexa Technology, BRLLC, the Surviving Corporation or any Subsidiary of BRLLC or the Surviving Corporation to continue the employment of any specific Person after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately prior to the Effective Time, for purposes of determining eligibility to participate in and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plans.

Employee Benefits. Immediately after (a) During the Effective TimePre-Closing period, the Company shall allow Parent reasonable access, during normal business hours and on reasonable prior notice, to the Company’s employees, and shall, subject to the Confidentiality Agreement, provide any information that Parent may reasonably request, for the purpose of evaluating and, in Parent’s sole discretion, making offers of employment with Parent or the Surviving Corporation to such employees; provided that, without the consent of the Company, such employment with the Parent or Surviving Corporation shall commence no earlier than the Closing Date. Any such employees who are offered employment by Parent and who accept such employment with Parent or the Surviving Corporation are referred to herein as “Continuing Employees.” On or before the Closing Date, the Company shall terminate and shall use all commercially reasonable efforts to obtain a release of claims (and shall consult with Parent regarding the form of such release) from all of its employees and shall take all reasonably necessary actions (including the timely provision of any required notices), at and in advance of the Closing Date, such that the termination of each such Company employee is in compliance with all Applicable Laws, Company policies and the terms of any Company Benefit Plans, if applicable. Parent agrees to cause all Continuing Employees to be provided eligible to participate in Parent’s or the Surviving Corporation's ’s employee benefit plans and programs, if any, and in each case, in accordance with their terms, including any equity incentive plan, pension plan, defined benefit plan, defined contribution plan, Section 401(k) plan, bonus plan, profit sharing plan, severance plan, medical plan, dental plan, life insurance plan, time-off programs and disability plan, in each case, consistent with the eligibility criteria applied by Parent to other employees of Parent. The Continuing Employees shall receive full credit for not less than one year from prior years of service with Company (subject to the limitations and after restrictions applicable to Parent employees) and parity with Parent employees with respect to eligibility to participate in all Parent employee benefit plans, programs and policies. Compensation provided to Continuing Employees shall be determined by Parent in its sole discretion. Parent agrees and acknowledges that the Closing Date Current Benefits buying group (as defined belowin Treasury Regulation Section 54.4980B-9, Q&A-2(c)) that are, in (the aggregate, substantially as favorable “Buying Group”) will use commercially reasonable efforts to such offer a group health plan to employees as the Current Benefits available to them as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective TimeTime and, accordingly, that Parent and the Buying Group shall use reasonable efforts be solely responsible for providing continuation coverage under COBRA to ensure those individuals who are Company M&A qualified beneficiaries (ias defined in Treasury Regulation Section 54.4980B-9, Q&A-4(b)) that such employee receives credit for his or her service with the Company, 44 respect to the same extent as transactions contemplated by this Agreement (collectively, the “M&A Qualified Beneficiaries”). The Company agrees and acknowledges that it will provide Parent with such service was credited under any similar Employee Benefit Plan immediately information necessary for Parent or the Buying Group to offer continuation coverage to such M&A Qualified Beneficiaries prior to the Effective Time, for purposes of determining eligibility to participate in and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plans.

Employee Benefits. Immediately (a) During the period commencing at the Effective Time and ending on the second anniversary thereof, Acquiror shall cause the Surviving Corporation and the Company Subsidiaries to provide eligible employees of the Company and the Company Subsidiaries, during the period of employment of such employees with the Surviving Corporation or Company Subsidiaries, with salary and benefits under employee benefit plans that are no less favorable in the aggregate than those currently provided by the Company and the Company Subsidiaries under the Company Employee Plans disclosed on the Company Disclosure Schedule to their respective employees. For purposes of any employee benefit plan or arrangement maintained by Acquiror, the Surviving Corporation or any Acquiror Subsidiary in which employees of the Company or a Company Subsidiary become eligible to participate, Acquiror and the Surviving Corporation shall recognize (or cause to be recognized) the service of such employees with the Company and its Subsidiaries and any predecessor entities (and any other service credited by the Company under similar benefit plans) for purposes of vesting, eligibility to participate and severance to the extent such service was recognized under a comparable Company Employee Plan provided, however, that solely to the extent necessary to avoid duplication of benefits, amounts payable under employee benefit plans provided by Acquiror, the Surviving Corporation or an Acquiror Subsidiary may be reduced by amounts payable under similar Company Employee Plans with respect to the same periods of service). From and after the Effective Time, Parent in the case of any employee benefit plan of Acquiror or any Acquiror Subsidiary that is an employee health or life insurance plan and in which employees of the Surviving Corporation Company or any Company Subsidiary become eligible to participate (any such plan, an "ACQUIROR WELFARE PLAN"), Acquiror shall cause such Acquiror Welfare Plan to be provided to the Surviving Corporation's employees for not less than one year from and after the Closing Date Current Benefits (as defined below) that are, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately prior to the Effective Time, for purposes of determining eligibility to participate in and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that waive any pre-existing condition limitations, waiting periods or similar limitations conditions of any such employee that was covered under the Company Employee Plan in which such Parent Employee Benefit employee was a participant immediately prior to commencement of participation in the Acquiror Welfare Plan are waived, and (iiiii) that recognize any deductibles or out-of-pocket expenses paid by any such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar pursuant to the Company Employee Benefit PlanPlan in which such employee was a participant immediately prior to commencement of participation in the Acquiror Welfare Plan in the calendar year in which such commencement of participation occurs. For purposes The provisions of this Section 4.67.4 shall not create in any employee or former employee of the Company or any Company Subsidiary any rights to employment or continued employment with Acquiror, "Current Benefits" shall refer the Surviving Corporation or the Company or any of their respective Subsidiaries or Affiliates or infringe upon the right of any such entity to benefits available under Employee Benefit Plans terminate the employment of any such employee for any reason or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansno reason.

Employee Benefits. Immediately after the (i) Effective Time, Parent or the Surviving Corporation shall cause to be provided to the Surviving Corporation's employees for not less than one year from and after as of the Closing Date Current Benefits Date, all employees of the Company listed on Schedule 4(e)(i) (as defined belowthe “Acquired Employees”) that arewill continue to receive from Buyer (which, for purposes of this section, includes any affiliate thereof, including the Company), in the aggregate, substantially the same or higher base salary or wage rate, incentive compensation and bonus opportunities, as favorable applicable, as in effect on the Closing Date. Buyer further agrees that on the Closing Date, Buyer shall cause the Company to such employees as grant the Current Benefits available Business Employees credit for any service with the Company earned prior to them as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof for eligibility 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 Buyer or any of its subsidiaries on or after the Closing Date (the “New Plans”). (ii) On the Closing Date, Buyer shall, or cause the Company to, offer employment to the extent that any employee individuals listed in Schedule 4(e)(ii) of the Surviving Corporation participates Disclosure Schedules (the “Offer Employees”). Such offers of employment shall be on the same terms and conditions as in effect for such Offer Employees on the Closing Date, and shall include, in the aggregate, the same or higher base salary or wage rate, incentive compensation and bonus opportunities, as applicable, as in effect for such Offer Employees on the Closing Date. Subject to Buyer’s right to deduct certain costs from the Escrow Amount pursuant to Section 4(f), Buyer shall be responsible for any Parent liability related to the Offer Employees that arises after the Closing Date. (iii) Notwithstanding the foregoing, nothing in this Agreement will, after the Closing Date, impose on Buyer or the Company any obligation to retain any Business Employee in his or her employment with the Buyer or the Company nor prevent the Buyer or the Company from modifying, amending or terminating any New Plan or existing Employee Benefit Plan after in any way Buyer or the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his Company determines is in the best interests of the Buyer or her service with the Company; provided, however, that, subject to Buyer’s right to deduct certain costs from the same extent Escrow Amount pursuant to Section 4(f), Buyer shall honor the terms of all employment agreements and severance agreements in effect as of the date hereof. Such severance benefits offered to any Acquired Employee shall be conditioned upon the execution and delivery by such service was credited under any similar Acquired Employee Benefit Plan immediately prior to the Effective Timeof a release from all claims against Buyer, for purposes of determining eligibility to participate in Seller and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, their respective affiliates. (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plans.f)

Employee Benefits. Immediately (a) Employees of the Company or its Subsidiaries immediately prior to the Effective Time who remain employees of Parent, the Surviving Corporation or any of their Affiliates following the Effective Time are hereinafter referred to as the “Continuing Employees”. For the period commencing at the Effective Time and ending one year after the Effective Time (such period, the “Continuation Period”), or such shorter period during which the Continuing Employee remains in continued employment with the Company or its Subsidiaries, Parent shall, or shall cause the Surviving Corporation or any of their respective Affiliates to, provide for each Continuing Employee (i) at least the same base salary and wage rate provided to such Continuing Employee immediately prior to the Effective Time, Parent or (ii) target short-term cash bonus opportunities that are substantially comparable in the Surviving Corporation shall cause aggregate to be the target short-term cash bonus opportunities provided to such Continuing Employee by the Surviving Corporation's employees Company and its Subsidiaries immediately prior to the Effective Time (for not less than the avoidance of doubt, in each case, excluding one year from time or special non-ordinary incentive compensation opportunities payable in connection with, or a result of, the transactions contemplated by this Agreement, and after the Closing Date Current Benefits equity, equity-based, retention, long-term incentive compensation, retention, and non-qualified deferred compensation), and (as iii) tax-qualified retirement and group welfare benefits (excluding equity, equity-based, retention and long-term incentive compensation, non-qualitied deferred compensation, retiree health or welfare and defined belowbenefit pension benefits) that are, are substantially comparable in the aggregateaggregate to either, substantially as favorable at Parent’s discretion, (x) those provided to such Continuing Employee by the Company and its Subsidiaries immediately prior to the Effective Time or (y) those provided to similarly-situated employees as the Current Benefits available of Parent and its Subsidiaries from time to them as of the date of this Agreement under the Employee Benefit Planstime. Without limiting the generality of the foregoing, for not less than one year from and after during the Closing Date (a) all Continuation Period, Parent shall provide, or shall cause the Surviving Corporation employees will continue or any of their respective Affiliates to be provided with provide, severance payments and benefits to each eligible Continuing Employee whose employment is terminated by the same level Surviving Corporation or any of severance benefits provided to them immediately prior its respective Affiliates without “cause” (as reasonably determined by Parent or its Affiliates) during such period that are substantially comparable to the date severance payments and benefits that such Continuing Employee would have been eligible to receive, if any, upon a termination of this Agreement employment without “cause” under those the severance plans specified in Schedule 3.1(j) delivered to Parent plan, policy, practice or arrangement sponsored or maintained by the Company prior to the execution or any of this Agreement, its Subsidiaries and set forth on Section 6.9(a) of which the Company has provided Parent Disclosure Letter in accordance with accurate and complete copies prior to the terms of such arrangement as in effect on the date hereof and (b) to the extent that any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) hereof; provided that such employee receives credit for his Continuing Employees may be required to execute a release of claims in a form provided or her service approved by Parent in connection with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately prior to the Effective Time, for purposes Continuing Employees’ receipt of determining eligibility to participate in such severance payments and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansbenefits.

Employee Benefits. Immediately after Buyer agrees that, for a period of 12 months ----------------- following the Effective TimeTime of the Merger, Parent or the Surviving Corporation shall cause to be provided to the Surviving Corporation's employees for not less than one year from maintain employee benefits plans and after the Closing Date Current Benefits arrangements (as defined belowdirectly or in conjunction with Buyer or MergerCo) that arewhich, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same provide a level of severance benefits to continuing employees of Company and its Subsidiaries substantially comparable in the aggregate to those provided to them immediately prior to similarly situated employees of Buyer in the date of this Agreement under those severance plans specified United States as in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan effect immediately prior to the Effective TimeTime of the Merger (other than discretionary benefits); provided, for however, that Buyer may cause modifications to be made to such benefit plans and arrangements to the extent necessary to comply with applicable law or to reflect widespread adjustments in benefits (or costs thereof) provided to employees under compensation and benefit plans of Buyer and its Subsidiaries, and no specific compensation and benefit plans need be provided. For purposes of determining eligibility to participate in and vesting underwith respect to any of Surviving Corporation's benefit plans, and Buyer shall use the employee's hire date with Company or such other date as has been previously determined by Company for purposes credit for prior employment with any predecessor or ERISA Affiliate of calculating Company. Surviving Corporation's benefit plans which provide medical, dental, or life insurance benefits after the benefits underEffective Time of the Merger to any individual who is an active or former employee of Company or any of its Subsidiaries as of the Effective Time of the Merger or a dependent of such an employee shall, with respect to such Parent Employee Benefit Planindividuals, (ii) that waive any waiting periods, any pre-existing condition limitationsconditions, waiting periods and any actively-at-work exclusions to the extent so waived under present policy and shall provide that any expenses incurred on or similar limitations before the Effective Time of the Merger by such individuals shall be taken into account under such Parent Employee Benefit Plan are waivedplans for purposes of satisfying applicable deductible, coinsurance, and (iii) that such employee receives credit for any comaximum out-payments previously made and any deductible previously satisfied of- pocket provisions to the extent taken into account under any similar Employee Benefit Planpresent policy. For purposes of Nothing in this Section 4.67.8 shall prohibit Company or the Surviving Corporation from terminating the employment of any employee at any time with or without cause (subject to, "Current Benefits" and in accordance with, the terms of any existing employment agreements), or shall refer be construed or applied to restrict the ability of Buyer or Surviving Corporation and its Subsidiaries to establish such types and levels of compensation and benefits available under Employee Benefit Plans as they determine to be appropriate. Buyer agrees to cause the Surviving Corporation (or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansthe applicable Subsidiary employer) to honor the existing employment agreements that are set forth in Section 7.8 of the Disclosure Schedule.

Employee Benefits. Immediately From and until one year after the Effective TimeClosing, Parent or the Surviving Corporation Buyer shall provide, and shall cause the Company to be provided provide, to all employees of the Surviving Corporation's Company, including employees for not less than one year from who are on vacation, disability, family leave, layoff or other leaves of absence that have been agreed or consented to by the Company or protected by law ("Continuing Employees") and after the Closing Date Current Benefits (as defined below) eligible dependents of Continuing Employees, employee benefits that are, in the aggregate, substantially as no less favorable to such employees as the Current Benefits available to them as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits those provided to them immediately prior to before the date Closing. For purposes of the benefits provided by Buyer or the Company that are described in this Agreement under those severance plans specified in Schedule 3.1(jSection 4.11: (i) delivered to Parent all vacation, sick leave, and personal leave that is accrued on the Final Closing Statement but unpaid as of the Closing shall be honored; (ii) any credited service, vesting service or other measurement of eligibility or the accumulation or vesting of benefits earned by employees of the Company prior to the execution Closing shall be honored; provided, however, that such service need not be recognized for benefit accrual purposes under a defined benefit pension plan other than under a multiemployer plan (within the meaning of this AgreementSection 3(37) or 4001(a)(3) of ERISA) in which the Continuing Employee participated, of and to which the Company has provided Parent with accurate contributed, on the day before the Closing Date; (iii) service credit for purposes of the Family Medical Leave Act ("FMLA") and complete copies prior to the date hereof similar state and (b) local leave laws shall be honored to the extent that any employee such service has been credited by the Company as of the Surviving Corporation participates in any Parent Employee Benefit Plan Closing; and (iv) no additional exclusion for pre-existing conditions shall apply. From and after the Effective TimeClosing, Parent Buyer shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately apply prior to the Effective Time, for purposes periods of determining eligibility to participate in and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that health insurance coverage towards any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, pursuant to the Health Insurance Portability and (iii) that such employee receives Accountability Act of 1996 and shall provide employees of the Company with credit for any co-payments previously and deductibles made during the calendar year that contains the Closing for purposes of satisfying any applicable co-payment and deductible requirement under any benefit plan maintained by Buyer under which welfare benefits are provided to such employees on or after the Closing. Seller shall cause each Continuing Employee to become completely vested in his or her interest in Seller's 401(k) plan ("Seller's Plan") and be able to receive distributions from Seller's Plan including any outstanding participant loan without acceleration. Buyer shall establish within 90 days after Closing a 401(k) plan reasonably comparable to Seller's Plan that shall be capable of accepting direct rollovers (within the meaning of Code Section 401(a)(31)), which direct rollovers shall be in cash or cash and the notes evidencing any outstanding participant loans. Within 90 days after Closing, Buyer shall demonstrate to the reasonable satisfaction of Seller that Buyer's plan exists, is reasonably comparable to Seller's Plan and is qualified under Code Section 401 (either through a current and favorable Internal Revenue Service determination letter or the Buyer's commitment to file Form 5301 seeking such a determination on a timely basis). Effective as of the Closing, Buyer shall be responsible for (i) the cost of all claims for health (including medical, dental, vision and prescription drug), accidental injury, disability, sickness and life insurance benefits incurred after the Closing; and (ii) all employment-related claims (except for claims for workers' compensation benefits, which are specifically addressed in Section 4.11(d) below) disclosed in Section 4.11(c) of the Disclosure Schedule made by current and former employees of the Company, regardless of when such claims accrue or accrued. The Seller shall be responsible for workers' compensation benefits arising out of any and all injuries or accidents that occurred, or illnesses that commenced, before the Closing Date, regardless of whether such benefits are payable before or after the Closing Date. The Buyer shall cause the Company to be responsible for workers' compensation benefits arising out of any and all injuries or accidents that may occur, or illnesses that may commence, on or after the Closing Date. After the Closing Date, the Buyer will cause the Company, as appropriate, to afford reasonable accommodations to workers who have been the subject of injuries, accidents or illnesses prior to Closing and who, in connection therewith, have become eligible to receive workers' compensation benefits, so as to encourage such employees to return to work as soon as practicable. Effective as of the Closing Date, Buyer shall be responsible for the administration of continuation coverage under Sections 601 et seq. of ERISA ("COBRA Obligations") and any deductible previously satisfied continuation coverage under state law with respect to the Continuing Employees and their qualified beneficiaries for qualifying events that occur on or after the Closing Date. As between the Seller and the Buyer, the Seller shall be responsible for the COBRA Obligations with respect to employees and former employees of the Company (whether or not Continuing Employees) and their qualified beneficiaries for qualifying events that occur prior to the Closing Date. Buyer shall be responsible for any payments of severance benefits due under any similar Employee Benefit PlanPlan as a result of terminations occurring on or after the Closing. For purposes Notwithstanding the foregoing, no provision of this Section 4.64.11 shall cause any employee of the Company (or any of their eligible dependents) to be third party beneficiaries to, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Planshave any right or claim under, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansthis Agreement.

Employee Benefits. Immediately (a) Subject to the other provisions of this Article VII, Purchaser agrees that for a period of at least one year after the Effective TimeClosing Date it will (i) provide Transferred Employees with a wage and salary program no less favorable than that in place at the Business immediately prior to the Closing Date and (ii) provide all Transferred Employees with compensation and benefits which are no less favorable than the compensation (including incentive compensation) and benefit plans, Parent or the Surviving Corporation shall cause to be programs and policies of general applicability that are provided to similarly situated employees of Purchaser and its Subsidiaries (and excluding for this purpose individual negotiated commission arrangements). Effective as of the Surviving CorporationClosing Date, the Purchaser will count the service of each Transferred Employee with Seller and its Affiliates (and their predecessor entities) for purposes of determining each Transferred Employee's employees eligibility to participate in and eligibility for benefits (including but not less than one limited to, vesting, and eligibility for early retirement, benefit forms, eligibility for early retirement subsidies, but not including benefit accruals under any defined benefit pension plan of Purchaser) under each of Purchaser's or its Affiliate's employee benefit plans, programs or arrangements that are provided to such Transferred Employees. With respect to Transferred Employees, Purchaser's or its Affiliate's medical and health plans shall take into account expenses incurred by Transferred Employees (during the plan year in which the Closing Date occurs) under Seller's medical and health plans for purposes of determining deductibles and out-of-pocket limits under Purchaser's or its Affiliate's medical and health plans for the remainder of the plan year, and Purchaser's welfare benefit plans shall waive all limitations as to pre-existing condition exclusions and waiting periods with respect to participation and coverage requirements applicable to the Transferred Employees. With respect to vacation, severance, and service related awards provided by Purchaser or its Affiliates, the seniority or period of service of each Transferred Employee shall include periods of service with Seller and its Affiliates (and their predecessor entities). On the Closing Date, Seller shall provide Purchaser with a schedule setting forth the years of credited service under Seller's benefit and compensation plans, programs and policies for each Transferred Employee. Except as set forth in Section 7.7 with respect to TARRP Payments, the severance and outplacement benefits under the Separation Pay Plan and the payments under the LTIP, from and after the Closing Date Current Benefits (as defined below) that areDate, in Purchaser shall be solely responsible for all termination and severance benefits, costs, charges and Liabilities of any nature incurred with respect to a Transferred Employee after the aggregateCut-Off Date, substantially as favorable including any claims arising out of or relating to such employees as the Current Benefits available to them as of the date of this Agreement any plant closing, mass layoff, termination or similar event under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and Applicable Law occurring on or after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately prior to the Effective Time, for purposes of determining eligibility to participate in and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansDate.

Employee Benefits. Immediately after 7.7.1. Prior to the Effective Time, Parent BMBC shall take all reasonable action so that employees of RBPI and its Subsidiaries who become employees of BMBC or the Surviving Corporation a BMBC Subsidiary (“Continuing Employees”) shall cause be entitled to be provided to the Surviving Corporation's employees for not less than one year from and after the Closing Date Current Benefits (participate, effective as defined below) that are, in the aggregate, substantially soon as favorable to such employees as the Current Benefits available to them as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after administratively practicable following the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with in each of the Company, BMBC Compensation and Benefit Plans to the same extent as such service was credited similarly‑situated employees of BMBC and its Subsidiaries (it being understood that inclusion of the employees of RBPI and its Subsidiaries in the BMBC Compensation and Benefit Plans may occur at different times with respect to different plans and that any grants to any Continuing Employee under any similar Employee BMBC Stock Benefit Plan immediately shall be at the discretion of BMBC). Notwithstanding the foregoing, BMBC may determine to continue any of the employee benefit plans, programs or arrangements of RBPI or any its Subsidiaries for Continuing Employees in lieu of offering participation in the BMBC Compensation and Benefit Plans providing similar benefits (e.g., medical and hospitalization benefits), to terminate any of such benefit plans, or to merge any such benefit plans with the corresponding BMBC Compensation and Benefit Plans, provided the result is the provision of benefits to Continuing Employees that are substantially similar to the benefits provided to the employees of BMBC and its Subsidiaries generally. Should BMBC notify RBPI in advance of the Effective Time that it wishes RBPI or any RBPI Subsidiary to terminate any RBPI Compensation and Benefit Plan prior to the Effective Time, RBPI shall take all steps necessary to comply with such request prior to the Effective Time; provided that RBPI shall have no obligation to terminate any such plan unless and until BMBC shall have irrevocably certified to RBPI that all conditions set forth in Article IX to the obligation of BMBC to consummate the transactions contemplated hereby have been satisfied or, where legally permissible, waived. BMBC shall cause each BMBC Compensation and Benefit Plan in which Continuing Employees are eligible to participate to recognize, for purposes of determining eligibility to participate in in, the vesting of benefits and vesting underfor all other purposes (but not for the accrual of benefits, except as specifically set forth herein) under the BMBC Compensation and Benefit Plans the service of such Continuing Employees with RBPI and its Subsidiaries or any predecessor thereto prior to the Effective Time; provided, however, that credit for benefit accrual purposes shall be given for purposes of BMBC vacation and other leave policies or programs and for purposes of calculating the calculation of severance benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Planseverance compensation plan or practice of BMBC and its Subsidiaries as set forth in BMBC Disclosure Schedule 7.7.1. For purposes This Agreement shall not be construed to limit the ability of this Section 4.6, "Current Benefits" shall refer BMBC or BMT to terminate the employment of any employee or to review employee benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans programs from time to time and other equity-based benefit plansto make such changes (including terminating any program) as they deem appropriate.

Employee Benefits. Immediately The Parent and the Company agree that all employees of the Company and its Subsidiaries immediately prior to the Effective Time shall be employed by the Surviving Corporation and its Subsidiaries immediately after the Effective Time, Parent or it being understood that, except for employees of the Surviving Corporation shall cause to be provided to Company and its Subsidiaries with employment agreements restricting the Surviving Corporation's employees for not less than one year from ability to terminate their employment and after the Closing Date Current Benefits (as defined below) that arein such cases, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) only to the extent that so restricted, the Parent shall not have any employee obligation to continue employing such employees for any length of time thereafter. The Parent and the Surviving Corporation participates in any Parent Employee Benefit Plan Company agree that, after the Effective Time, all employees of the Company and its Subsidiaries shall continue to be entitled to and shall receive benefits that are no less favorable in the aggregate than the benefits currently provided to the employees of the Company and its Subsidiaries under the Company's existing benefit plans identified in Section 3.9 of the Disclosure Letter (other than any equity or equity-linked compensation plan or program or any keyman life insurance contract) through six months from the Effective Time so long as the continued provision of such benefit plans to such employees does not cause any benefit plan of the Surviving Corporation to be in violation of any law or regulation governing such plans. From and after six months from the Effective Time, the then employees of the Surviving Corporation and its Subsidiaries shall be entitled to and shall receive such benefits as the then constituted management of the Surviving Corporation deems necessary and appropriate. With respect to any such benefit arrangements ("Ultimate Plans"), the Parent shall use reasonable efforts to ensure (i) that such employee receives grant all employees of the Company and its Subsidiaries, who become participants in the Ultimate Plans after the Effective Time, credit for his or her all service with the CompanyCompany and its Subsidiaries, or their respective predecessors (or any other party for which service has been recognized by the Company or its Subsidiaries), prior to the same extent as Effective Time for all purposes (other than for benefit accrual purposes under a defined benefit pension plan) for which such service was credited under any similar Employee Benefit Plan immediately recognized by the Company or its Subsidiaries prior to the Effective Time. To the extent that the Benefit Plans or Ultimate Plans provide medical or dental welfare benefits after the Effective Time, the Parent shall cause all pre-existing condition exclusions and actively-at-work requirements, to the extent such requirements would have been met at the Company and its Subsidiaries, to be waived and the Parent shall provide that any expenses incurred on or before the Effective Time shall be taken into account under the Ultimate Plans for purposes of determining eligibility satisfying the applicable deductible, coinsurance and maximum out-of-pocket provisions. Subject to the rules governing eligibility, vesting and all other terms of any 401(k) plan or other qualified retirement plan or ERISA pension plan maintained by the Parent and its subsidiaries (the "Retirement Plans"), the employees of the Company and its Subsidiaries shall be eligible to participate in and vesting underreceive benefits under the Retirement Plans on terms similar to the benefits provided to similarly situated employees of the Parent and its subsidiaries, and with credit granted for purposes of calculating eligibility and vesting for prior service with the benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, Company and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansits Subsidiaries.

Employee Benefits. Immediately after the Effective TimeParent and its Subsidiaries shall waive, Parent or the Surviving Corporation shall cause to be provided waived, any waiting period, probationary period, pre-existing condition exclusion, evidence of insurability requirement, or similar condition with respect to the Surviving Corporation's employees for not less than one year from and after initial participation under any plan, program, or arrangement established, maintained, or contributed to by Parent or any of its Subsidiaries (“Parent Plans”) to provide health insurance, life insurance, or disability benefits with respect to each Continuing Employee who has, prior to the Closing Date Current Benefits (as defined below) that areor the later date at which they are transitioned to Parent Plans), in the aggregatesatisfied, substantially as favorable to such employees as the Current Benefits available to them as of the date of this Agreement under the Employee Benefit Benefits Plans that are comparable plans, the comparable eligibility, insurability or other requirements referred to in this sentence. Parent and its Subsidiaries shall recognize, or cause to be recognized, the dollar amount of all co-insurance, deductibles and similar expenses incurred by each Continuing Employee (and his or her eligible dependents) during the calendar year in which the Closing Date (or the later date at which they are transitioned to Parent Plans. Without limiting ) occurs for purposes of satisfying such year’s deductible and co-payment limitations under the generality of the foregoing, for not less than one year relevant welfare benefit plans in which each Continuing Employee will be eligible to participate from and after the Closing Date (a) or the later date at which they are transitioned to Parent Plans), subject to such Continuing Employee’s provision of relevant information or documentation confirming the amount of such co-insurance, deductibles and similar expenses. Each Continuing Employee shall, for purposes of determining such Continuing Employee’s eligibility to participate in, vesting, and calculating the benefit accrual for paid time off and severance, under all Surviving Corporation employees will continue to Parent Plans, be provided credited with the same level service of severance benefits provided to them immediately prior such Continuing Employee with, or credited by, the Company or its Affiliates or entities that become the Company’s Affiliates up to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the CompanyClosing Date, to the same extent as that such service was credited recognized under any similar the corresponding Employee Benefit Plan immediately prior to Closing as if such service had been performed for Parent or any of its Subsidiaries, except to the Effective Time, for purposes of determining eligibility to participate in and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) extent that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Planrecognition would result in a duplication of benefits. For purposes In addition to the foregoing, Parent shall, or shall cause one or more of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plans.its Subsidiaries to:

Employee Benefits. Immediately after (a) As of the Effective TimeClosing Date, and for a period of at least twelve (12) months thereafter (or until termination of employment, if earlier), Parent shall provide, or shall cause the Surviving Corporation shall cause or one of Parent’s other Subsidiaries or Affiliates to be provided provide to each employee of the Surviving Corporation's employees for Company or any other Acquired Company as of the Closing Date who continues employment with an Acquired Company immediately following the Closing, including any such Person who is on family or medical leave or other approved leave of absence (each, a “Continuing Employee”) with (i) an annual base salary or an hourly wage rate, as applicable, that is not less than one year from the annual base salary or hourly wage rate paid to similarly situated employees of Parent and after the Closing Date Current Benefits (as defined below) that are, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately prior to the Effective Time, for purposes of determining eligibility to participate in and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Planits Subsidiaries, (ii) incentive compensation opportunities that any pre-existing condition limitations, waiting periods or similar limitations under such are substantially the same as those provided to similarly situated employees of Parent Employee Benefit Plan are waivedand its Subsidiaries, and (iii) employee benefits that such employee receives credit for are substantially the same as those provided to similarly situated employees of Parent and its Subsidiaries. Parent, the Surviving Corporation and their respective Subsidiaries and Affiliates shall treat, and shall cause each Benefit Plan sponsored or maintained by Parent, the Surviving Corporation or any co-payments previously made of their respective Subsidiaries or Affiliates following the Closing and in which any deductible previously satisfied under Continuing Employee (or the spouse, domestic partner or any similar Employee dependent of any Continuing Employee) participates or is eligible to participate (each, a “Parent Benefit Plan. For ”), to the extent permitted under such Parent Benefit Plan, to treat, for all purposes (including eligibility to participate, vesting and level and accrual of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plansbenefits, other than accrual of benefits available under stock option plansany “defined benefit plan,” as defined in Section 3(35) of ERISA), stock purchase plans all service with the Company (and predecessor employers to the extent that the Company or any Company Plan provides past service credit) as service with Parent, the Surviving Corporation and their respective Subsidiaries and Affiliates. Parent, the Surviving Corporation and their respective Subsidiaries and Affiliates shall use commercially reasonable efforts to cause each Parent Benefit Plan that is a welfare benefit plan, within the meaning of Section 3(1) of ERISA, (A) to waive any and all eligibility waiting periods, actively-at-work requirements, evidence of insurability requirements, pre-existing condition limitations and other equityexclusions and limitations with respect to the Continuing Employees and their spouses, domestic partners and dependents to the extent waived, satisfied or not included under the corresponding Company Plan, and (B) to recognize for each Continuing Employee for purposes of applying annual deductible, co-based benefit planspayment and out-of-pocket maximums under such Parent Benefit Plan any deductible, co-payment and out-of-pocket expenses paid by the Continuing Employee and his or her spouse, domestic partner and dependents under the corresponding Company Plan during the plan year of such Company Plan in which occurs the later of the Closing Date and the date on which the Continuing Employee begins participating in such Parent Benefit Plan.

Employee Benefits. Immediately after the Effective TimeFor purposes of determining eligibility, Parent or the Surviving Corporation shall cause to be provided to the Surviving Corporation's employees for not less than one year from vesting and after the Closing Date Current Benefits (as defined below) that are, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as of the date of this Agreement benefit accruals under the Employee Benefit Plans. Without limiting employee benefit plans of Parent providing benefits to individuals who continue their employment with the generality of the foregoing, for not less than one year from Company or those Subsidiaries that are ERISA Affiliates on and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with each, a “Continuing Employee” and such employee benefit plans, the same level of severance benefits provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreement“Purchaser Benefit Plans”), of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) except to the extent that any excluded from coverage under the comparable employee of the Surviving Corporation participates in any Parent Employee Benefit Plan maintained on or after the Effective TimeClosing Date (each a “Continued Employee Plan”), Parent shall use reasonable efforts for purposes of determining whether the Continuing Employee has met the eligibility service requirements of a Purchaser Benefit Plan and upon each applicable Continuing Employee’s commencement of participation in an applicable Purchaser Benefit Plan for purposes of vesting and, to ensure (i) that such employee receives the extent applicable, for purposes of benefit accrual, credit for each Continuing Employee with his or her years of service with the Company, its Subsidiaries that are ERISA Affiliates, and any predecessor entities, to the same extent as such Continuing Employee was entitled to credit for such service was credited under any similar Continued Employee Benefit Plan immediately prior to the Effective Time, for purposes Continuing Employee’s commencement of determining eligibility to participate participation in and vesting under, and for purposes of calculating the benefits under, such Parent Employee Purchaser Benefit Plan, except that Continuing Employees shall receive no such credit (i) to the extent that such credit would result in a duplication of benefits or (ii) under any newly-established Parent Benefit Plan for which similarly-situated employees of Parent do not receive credited service. The Purchaser Benefit Plans that any are “group health plans” (within the meaning of Section 5000(b)(1) of the Code), to the extent it is lawful and commercially reasonable, shall not deny Continuing Employees coverage under the Purchaser Benefit Plans that are “group health plans” (within the meaning of Section 5000(b)(1) of the Code) on the basis of pre-existing condition limitations, waiting periods conditions and shall credit such Continuing Employees (and their dependents) for any deductibles and out-of-pocket expenses paid under the applicable Continued Employee Plans in the year of initial participation in the applicable Purchaser Benefit Plans that are group health plans (within the meaning of Section 5000(b)(1) of the Code) except to the extent a Continuing Employee (or similar limitations dependent) was excluded from coverage under such Parent the applicable Continued Employee Plans. Any Purchaser Benefit Plan are waivedthat by its terms, whether specifically or by interpretation, excludes a Continuing Employee from participation in such Purchaser Benefit Plan (other than any such plans with respect to which new participation has been frozen for Parent employees generally) shall be amended to provide that Continuing Employees shall participate in any such plan to the same extent as similarly situated employees of Parent (except as my be prohibited by applicable Law), and (iii) that such employee receives no Continuing Employee shall be denied credit for any co-payments previously made service performed for the Company, its Subsidiaries that are ERISA Affiliates, and any deductible previously satisfied predecessor entities under any similar Employee Purchaser Benefit PlanPlans to the extent consistent with the other provisions of this Section 6.8, if it is contrary to applicable Law. For purposes of this Agreement, the term “ERISA Affiliate” shall include any organization that is or has ever been treated as a single employer with the Company or any Subsidiary under Section 4.6414(b), "Current Benefits" shall refer to benefits available under Employee Benefit Plans (c), (m) or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plans.(o) of the Code or Section 4001(b)

Employee Benefits. Immediately 4.6.1. Parent agrees that all employees of the Company who continue employment with the Surviving Corporation after the Effective TimeTime ("Continuing Employees") shall receive salaries and benefits that are comparable to those received by such Continuing Employees immediately prior to the Effective Time and shall be eligible to continue to participate in the Surviving Corporation's health, vacation and other non-equity based employee benefit plans; provided, however, that (i) nothing in this Section 4.6.1 or elsewhere in this Agreement shall limit the right of Parent or the Surviving Corporation shall cause to be provided to the Surviving Corporation's employees for not less than one year from and after the Closing Date Current Benefits (as defined below) that areamend or terminate any such health, in the aggregatevacation or other employee benefit plan at any time, substantially as favorable to such employees as the Current Benefits available to them as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (bii) to the extent that any employee of if Parent or the Surviving Corporation participates terminates any such health, vacation or other employee benefit plan, then, (A) subject to any necessary transition period, the Continuing Employees shall be eligible to participate in any Parent's health, vacation and other non-equity based employee benefit plans, to substantially the same extent as employees of Parent in similar positions and at similar grade levels, such that the Continuing Employee Benefit Plan after receives benefits that are comparable, when considered together, to the benefits received prior to the Effective Time, and (B) if a Continuing Employee becomes eligible to participate (and participates) in Parent's health, vacation and other non-equity based employee benefit plans pursuant to clause (ii)(A) of this sentence, then, to the extent permitted by such health, vacation or other non- equity based employee benefit plan, Parent shall use reasonable efforts to ensure (i) that credit such employee receives credit for his or her Continuing Employee's service with the Company, Company to the same extent as such service was credited under any the similar Employee Benefit Plan employee benefit plans of the Company immediately prior to the Effective Time, for purposes of determining eligibility to participate in and vesting under, and for purposes of calculating the benefits under, such employee benefit plan of Parent and shall credit Continuing Employee Benefit Planwith any deductibles, or co-payment previously paid under the prior health plan during the plan year (it being understood, however, that such crediting of service shall not result in the receipt by any Continuing Employee of duplicate benefits for the same period of service). 4.6.2. Nothing in this Section 4.6 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and, subject to any other binding agreement between an employee and Parent, the Surviving Corporation or any other Subsidiary of Parent, the employment of each Continuing Employee shall be "at will" employment. 4.6.3. All employees of the Company who are (i) not Continuing Employees or (ii) Continuing Employees whose employment is terminated by Parent or the Surviving Corporation within six (6) months following the Closing Date (other than Continuing Employees whose employment is terminated voluntarily by the Continuing Employee or for cause by Parent or the Surviving Corporation) shall be entitled to receive severance benefits that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee are at least as favorable as those set forth in the Severance Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes of this Section 4.6, "Current Benefits" shall refer in effect immediately prior to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansthe Effective Time.

Employee Benefits. Immediately after (a) As of the Effective TimeClosing Date, Parent the Purchaser or one of its Affiliates shall (and the Surviving Corporation Parents shall cause the Purchaser or one of its Affiliates to) offer to employ substantially all of the employees of Roseland Property (the “Roseland Employees”), with the understanding that such employment shall be on the same terms as the Roseland Employees are currently employed; provided, however, that it is understood and agreed that neither the Purchaser nor any of its Affiliates shall offer employment to those employees who are identified on Schedule 6.01. With respect to such Roseland Employees, the Purchaser or one of its Affiliates shall (i) for a period of one (1) year following the Closing, cause any Roseland Employee that was covered under a medical or dental plan, disability benefit plan, 401(k) plan or life insurance plan (collectively, the “Benefit Plans”) immediately prior to the Closing Date to receive coverage on the Closing Date that is substantially comparable in the aggregate to such coverage provided to the Surviving Corporation's Roseland Employees by Roseland Property, and at a cost, if any, to a Roseland Employee that is substantially comparable to the cost borne by the Roseland Employee, immediately prior to the Closing Date, subject to any applicable limitations arising from the nondiscrimination requirements of the Code, (ii) recognize the service completed by the Roseland Employees to Roseland Property for purposes of determining eligibility service and vesting service under any employee benefit plan, program or arrangement maintained by Parents for their employees for not less than one year from and on or after the Closing Date Current Benefits (as defined below) that are, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan employee benefit plan, program or arrangement provided by Roseland Property immediately prior to the Effective TimeClosing Date; provided, that the foregoing shall not be construed to require crediting of service that would result in violation of the nondiscrimination requirements of the Code, duplication of benefits, service credit for purposes of determining eligibility to participate in and vesting underbenefit accruals, and service credit under a newly established plan for purposes of calculating the benefits underwhich prior service is not taken into account, such Parent Employee Benefit Planor employer contribution for any 401(k) plan, (iic) that cause to be waived any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee welfare Benefit Plan are waivedPlans of the Parents, and Purchaser or their Affiliates in which Roseland Employees participate (iiito the extent those conditions were waived under the corresponding Plans of Roseland Property or its Affiliates), (d) that such employee receives credit for cause to be credited any co-payments previously made payments, deductibles and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes out-of-pocket requirements incurred by the Roseland Employees and their beneficiaries and dependents during the portion of this Section 4.6, "Current Benefits" shall refer the calendar year prior to benefits available under Employee participation in the Benefit Plans or Parent Employee Benefit Plansprovided by the Parents and (e) solely to the extent of the Applicable Vacation and Sick Leave Accruals, other than assume responsibility for the vacation time and sick leave benefits available under stock option plans, stock purchase plans accrued and other equity-based benefit plansdue to the Roseland Employees as of the Closing Date.

Employee Benefits. Immediately Effective as of the Effective Time, the Target Companies shall cease to be participating employers in all Stockholder Plans. The benefits of (a) those individuals actively employed by the Target Companies as of the Effective Time and (b) those individuals who are on a leave of absence from the Target Companies as of the Effective Time (collectively, “Transferred Employees”), shall be discontinued as of the Effective Time. From and after the Effective Time, Parent shall, or shall cause the Surviving Corporation shall cause to, provide to be “Transferred Employees” and their eligible dependents, employee benefits and compensation plans, programs and arrangements that are substantially equivalent to those provided to the Surviving Corporation's similarly situated employees for not less than one year from and after the Closing Date Current Benefits (as defined below) that are, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as of the date of this Agreement under Parent Companies (the Employee Benefit Plans“Parent Benefits”). Without limiting the generality of the foregoing, for not less than one year from From and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives provide all Transferred Employees with credit for his or her purposes of eligibility, vesting, and benefit accrual under the Parent Benefits plans (in which service is relevant for purposes of eligibility, vesting and benefit accrual) for service with the CompanyTarget Companies (and any Company Related Entity as defined in Section 4.11.5) prior to the Effective Time, (ii) cause any pre-existing conditions or limitations, eligibility waiting periods (including actively-at-work requirements) or required physical examinations or other evidence of insurability requirements under any Parent Benefits plan that is a welfare benefit plan to be waived with respect to the Transferred Employees and their eligible dependents, to the same extent as such service was credited waived or previously met under any similar the corresponding plan in which the applicable Transferred Employee Benefit Plan participated immediately prior to the Effective Time, for purposes of determining eligibility to participate in and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives give the Transferred Employees and their eligible dependents credit for any cothe plan year in which the Effective Time (or commencement of participation in a Parent Benefit plan) occurs towards applicable deductibles and annual out-payments previously of-pocket limits for expenses incurred prior to the Effective Time (or the date of commencement of participation in a Parent Benefit plan). Further, Parent agrees to take all actions necessary to ensure that a qualified retirement plan sponsored by Parent or Surviving Corporation following the Effective Time shall accept direct rollovers of distributions made to the Transferred Employees from the DST Systems, Inc. 401(k) Profit Sharing and any deductible previously satisfied under any similar the Employee Benefit Plan. For purposes Stock Ownership Plan and Trust Agreement of this Section 4.6DST Systems, "Current Benefits" Inc., including rollovers of participant loans and related promissory notes, and shall refer continue to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansaccept loan repayments from the Transferred Employees by payroll deduction per the term of such promissory notes.

Employee Benefits. Immediately after the Effective Time, Parent or the Surviving Corporation shall cause to be provided to the Surviving Corporation's employees for not less than one year from and after the Closing Date Current Benefits (as defined below) that are, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them immediately On or prior to the date of this Agreement under those severance plans specified the Reorganized TCEH Spin-Off, the Company and EFIH took, and caused their respective Subsidiaries to take all such actions within their control as were necessary, appropriate or desirable to transfer the sponsorship, maintenance and administration of, and all liabilities (and related contracts or agreements with third parties) in Schedule 3.1(j) delivered respect of, the Contributed Plans to Vistra Energy or its Subsidiaries. Vistra Energy shall transfer the liabilities related to the post-retirement health, life, dental and vision benefits for participants previously employed by certain discontinued operations of the Company and its Subsidiaries and their predecessors, and the participants’ beneficiaries previously disclosed to Parent and the related accrued benefits liabilities (the “DiscOp OPEB Liabilities”) from the EFH Retiree Welfare Plan to a new mirror health and welfare plan established by Vistra Energy or another plan reasonably acceptable to Parent and the Company (the “New DiscOp OPEB Plan”) which such plan shall be transferred to and assumed by the Company or one of its Subsidiaries prior to or on the Closing Date. For the avoidance of doubt, upon the transfer of the New DiscOp OPEB Plan to the Company or its Subsidiary, the New DiscOp OPEB Plan (including the DiscOp OPEB Liabilities) shall be an Assumed Plan and the Surviving Company shall indemnify, defend and hold harmless Vistra Energy and its Subsidiaries from and against any claim, action, suit, proceeding relating to any modification or termination of the post-retirement health and life benefits to any DiscOp OPEB Participants on or after the Closing Date. Parent, the Company and Vistra Energy shall take all actions necessary to effectuate the transfer of the New DiscOp OPEB Plan from Vistra Energy to Parent or Company as soon as administratively practicable following the establishment of such plan, but in any event prior to the execution of Closing Date. Notwithstanding anything in this AgreementAgreement to the contrary, of which during the period beginning on the Reorganized TCEH Spin-Off date and ending on the date the New DiscOp OPEB Plan is assumed by the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates or its Subsidiary as set forth in any Parent Employee Benefit Plan after the Effective Timethis Section 6.6, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent EFH Surviving Company or its Subsidiaries shall reimburse Reorganized TCEH and its Affiliates for all claims incurred by DiscOp OPEB Participants under the EFH Retiree Welfare Plan or New DiscOp OPEB Plan, as applicable, plus any reasonable out of pocket expenses incurred by Reorganized TCEH and its Affiliates in providing such service was credited benefits. Notwithstanding the foregoing, except as otherwise provided herein (including, without limitation, the Assumed Plans) or in the Split Participant Agreement (as defined below), none of Parent, any Oncor Entity or any of their Affiliates shall assume or otherwise incur any liability or obligation under any similar Employee Benefit Plan immediately prior to the Effective Timecompensatory, for purposes of determining eligibility to participate in and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods severance or similar limitations under such Parent arrangement in respect of any Non-Oncor Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Planas defined below). For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plans.6.6(a):

Employee Benefits. Immediately after Following the Effective Time, Parent Larscom will give each Continuing Employee full credit for (i) prior service with VINA or its Subsidiaries for purposes of (A) eligibility and vesting under any Larscom Employee Plan, (B) determination of benefits levels under any Larscom Employee Plan or policy relating to vacation or severance, (C) determination of "retiree" status under any Larscom Employee Plan, and (ii) any annual deductibles, co-payments or such other expenses required under any VINA health or other VINA Employee Plan that are paid during the Surviving Corporation shall cause to be provided to the Surviving Corporation's employees for not less than one year from and after the Closing Date Current Benefits (as defined below) that are, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them immediately Merger prior to the date of this Agreement Effective Time in satisfying any applicable deductible, out-of-pocket or other such requirements for the corresponding period under those severance plans specified any Larscom health or other Larscom Employee Plan, in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreement, of each case for which the Company has provided Parent with accurate Continuing Employee is otherwise eligible and complete copies prior to in which the date hereof and (b) to the extent that any employee of the Surviving Corporation participates in any Parent Continuing Employee Benefit Plan after the Effective Timeis offered participation, Parent shall use reasonable efforts to ensure but except where such crediting would (i) result in a duplication of benefits or (ii) otherwise cause Larscom or its Subsidiaries or any Larscom Employee Plan or trust relating thereto to accrue or pay for benefits that such employee receives credit accrued in or are payable for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately time period prior to the Effective Time. Larscom agrees that each Continuing Employee shall be eligible to either: (A) participate in Larscom Employee Plans as permitted by the terms of such Larscom Employee Plans, (B) participate in VINA Employee Plans that are continued by Larscom, or (C) a combination of clauses (A) and (B) so that each Continuing Employee is eligible for purposes benefits that are substantially similar in the aggregate to those of determining eligibility similarly situated employees of Larscom, and so that no Continuing Employee incurs a gap in coverage solely as a result of the Merger. "CONTINUING EMPLOYEE" shall mean any employee of VINA who continues employment with Larscom or the Surviving Corporation after the Effective Time. Nothing in this Section 6.16 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Larscom or the Surviving Corporation and the employment with any Continuing Employee shall be "at will" employment. Notwithstanding anything in this Section 6.16 or in Section 6.17 or elsewhere in this Agreement to the contrary, no Continuing Employees shall be eligible to participate in and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Xxxx Xxxxxxx Inc. Retirement Plan or the Xxxx Xxxxxxx Inc. Retirement Restoration Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plans.

Employee Benefits. Immediately after (a) Parent agrees that, during the period commencing at the Effective Time and continuing through the first anniversary of the Effective Time, Parent or the Surviving Corporation shall cause to Employees of the Company and its Subsidiaries will be provided (i) a base salary or hourly wage and annual incentive compensation opportunities that are each no less favorable than, determined for the applicable Employee, the greater of (A) the base salary or hourly wage and annual incentive compensation provided by the Company and its Subsidiaries to each such Employee of the Company and its Subsidiaries immediately prior to the Surviving Corporation's employees for not less than one year from Effective Time or (B) the base salary or hourly wage and after annual incentive compensation that are generally provided by Parent to similarly situated Employees of Parent, and (ii) “employee welfare benefits” (within the Closing Date Current Benefits meaning of Section 3(1) of ERISA) and “employee pension benefits” (as defined belowwithin the meaning of Section 3(2) of ERISA) (excluding, in each case, equity awards and long-term incentive compensation) that are, are no less favorable in the aggregate, substantially as favorable determined for the applicable Employee, than the greater of (A) the employee welfare benefits and employee pension benefits that are generally provided by the Company and its Subsidiaries to such employees as the Current Benefits available to them as similarly situated Employees of the date Company and its Subsidiaries immediately prior to the Effective Time, or (B) the employee welfare benefits and employee pension benefits that are generally provided by Parent to similarly situated Employees of this Agreement under Parent; provided, that Parent will be deemed to be in compliance with clause (ii) during any period Parent allows Employees of the Employee Benefit PlansCompany and its Subsidiaries to continue participating in the Company’s welfare benefit plans and employee pension benefit plans in existence immediately prior to the Closing. Without limiting the generality of the foregoing, for not less than one year from Employees will be entitled to use any earned and after unused vacation or accrued paid-time-off entitlements accrued through the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b“Pre-Closing Vacation Accruals”) to the extent that any employee such Pre-Closing Vacation Accruals are properly accrued on the Company’s financial statements at Closing, in accordance with the terms of the Surviving Corporation participates applicable plan or policy as in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately effect prior to the Effective Time, for purposes of determining eligibility to participate in and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansClosing Date.

Employee Benefits. Immediately after (a) Following the Effective Time, and for at least 12 months thereafter (the “Continuation Period”), Parent shall provide or the Surviving Corporation shall cause to be provided to those individuals employed by Parent or any of its Subsidiaries (including the Surviving Corporation's employees for not less than one year from and Company) immediately after the Closing Date Current Benefits Effective Time (each, a “Continuing Employee”) with annual base salaries or wage levels, as applicable, target annual cash incentive opportunities, and other employee benefits (excluding any equity-based incentives, change in control bonuses, and defined belowbenefit retirement plan benefits) that arethat, in the aggregate, are substantially as favorable comparable to such employees as the Current Benefits available to them as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits those provided to them the Continuing Employees immediately prior to the date Closing Date but in each case, giving effect to any scheduled restoration of previously reduced compensation; provided, however, that nothing in this Section 5.15 or elsewhere in this Agreement under those severance plans specified shall limit the right of Parent or the Surviving Company to (x) amend or terminate the employment of any individual or to amend or terminate any employee benefit plan, program, or arrangement, (y) make such adjustments that are determined by Parent or Surviving Company in Schedule 3.1(jgood faith to be appropriate in order to create uniform compensation practices for Continuing Employees across all organizations of Parent and its Subsidiaries (including the Surviving Company), or (z) delivered integrate employee benefit plans, programs, or arrangements. Nothing in this paragraph shall be interpreted to require Parent by or the Surviving Company prior to provide for the execution participation of any Continuing Employee in any Parent Benefit Plan or Company Benefit Plan, as applicable. This Section 5.15 is not intended, and shall not be deemed, to confer any rights or remedies upon any Person other than the Parties and their respective successors and permitted assigns, to create any agreement of employment with any Person or otherwise to create any third-party beneficiary hereunder, or to be interpreted as an amendment to any plan of Parent, the Surviving Company, or any affiliate of Parent. Furthermore, nothing in this AgreementAgreement shall be construed to create a right in any Continuing Employee to employment with Parent, the Surviving Company, or any other Subsidiary of which Parent and, subject to any agreement between a Continuing Employee and Parent, the Surviving Company has provided Parent with accurate and complete copies prior to or any other Subsidiary of Parent, the date hereof and (b) employment of each Continuing Employee shall be “at will” employment to the extent that any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately prior to the Effective Time, for purposes of determining eligibility to participate in and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit planspermitted by applicable Legal Requirements.

Employee Benefits. Immediately (a) Subject to the other provisions of Article VII, ----------------- Purchaser agrees that for a period of at least one year after the Effective TimeClosing Date it will provide all Transferred Employees with the employee benefits set forth in Section 7.3(a) of the Purchaser Disclosure Schedule, Parent subject to Purchaser's right to amend or the Surviving Corporation shall cause to be provided terminate such benefits to the Surviving Corporationextent that Purchaser or its Affiliates amend or terminate such benefits for their other employees, and provide Transferred Employees with a wage and salary program no less favorable than that in place at the Business immediately prior to the Closing Date. Effective as of the Closing Date, Purchaser will count the service of each Transferred Employee with Sellers and their Affiliates (and their predecessor entities) for purposes of determining each Transferred Employee's employees eligibility to participate in and eligibility for benefits (including, but not less than one limited to, vesting and eligibility for optional forms of benefit) under each of Purchaser's or its Affiliate's employee benefit plans, programs or arrangements (whether or not any such plan, program or arrangement is described in Section 3(3) of ERISA). With respect to Transferred Employees, Purchaser's or its Affiliate's medical and health plans shall take into account expenses incurred by Transferred Employees (during the calendar year in which the Closing Date occurs) under Sellers' medical and health plans for purposes of determining deductibles and out-of-pocket limits under Purchaser's or its Affiliate's medical and health plans for the remainder of the calendar year, and Purchaser's welfare benefit plans shall waive all limitations as to pre-existing condition exclusions and waiting periods with respect to participation and coverage requirements applicable to the Transferred Employees. With respect to vacation, severance, service awards and other such benefits provided by Purchaser or its Affiliates, the seniority or period of service of each Transferred Employee shall include periods of service with the applicable Seller and its Affiliates (and their predecessor entities). Except as set forth in Section 7.7 with respect to TARRP Payments, TRP Payments, the severance benefits under the Separation Play Plan or such other applicable Transamerica separation pay plan, the outplacement benefits and the payments under LTIP, and except as set forth in Section 7.4, from and after the Closing Date Current Benefits (as defined below) that areDate, in Purchaser shall be solely responsible for all termination and severance benefits, costs, charges and Liabilities of any nature incurred with respect to a Transferred Employee after the aggregateCut-Off Date, substantially as favorable including, without limitation, any claims arising out of or relating to such employees as the Current Benefits available to them as of the date of this Agreement any plant closing, mass layoff, termination or similar event under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and Applicable Law occurring on or after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately prior to the Effective Time, for purposes of determining eligibility to participate in and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansDate.

Employee Benefits. Immediately after (a) During the Effective TimeEmployment Term and any severance period hereunder, Parent Employee shall be entitled to participate in such insurance, disability, health and medical benefits and retirement plans or programs as are from time to time generally made available to executive employees of the Surviving Corporation Company pursuant to the policies of the Company; provided that Employee shall cause be required to comply with the conditions attendant to coverage by such plans and shall comply with and be entitled to benefits only to the extent former employees are eligible to participate in such arrangements pursuant to the terms of the arrangement, any insurance policy associated therewith and applicable law, and, further, shall be entitled to benefits only in accordance with the terms and conditions of such plans. The Company may withhold from any benefits payable to Employee all federal, state, local and other taxes and amounts as shall be permitted or required to be provided withheld pursuant to any applicable law, rule or regulation. In addition, notwithstanding anything to the Surviving Corporation's employees for contrary in any stock option agreement or restricted stock agreement between Employee and the Company outstanding as of April 20, 2007, all stock options and restricted stock awards granted to Employee shall continue to vest in accordance with their schedule and shall not less than one year from and after terminate if Employee ceases to be an employee of the Closing Date Current Benefits (Company as defined below) that arelong as Employee is on a leave of absence approved by the Compensation Committee of the Board or continues to serve as an officer or director of, or a consultant or advisor to the Company; provided, however, in the aggregateevent that the continued vesting of Employee’s outstanding equity awards as provided above would violate or be prohibited by any federal, substantially as favorable state or local law, regulation, or rule applicable to such employees as Employee and the Current Benefits available to them continued vesting of Employee’s equity awards, the Compensation Committee of the Board will instead accelerate the vesting of any stock options and restricted stock awards outstanding as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoingApril 20, for not less than one year from 2007 and after the Closing Date (a) all Surviving Corporation employees such stock options and restricted stock awards will continue to be provided with the same level of severance benefits provided to them become 100% vested immediately prior to the date such continued vesting would violate or be prohibited by any federal, state or local law, regulation, or rule applicable to Employee and the continued vesting of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately prior to the Effective Time, for purposes of determining eligibility to participate in and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansEmployee’s equity awards.

Employee Benefits. Immediately after Parent agrees that, during the period commencing at ----------------- the Effective TimeTime and ending on the second anniversary thereof, Parent or the Surviving Corporation shall cause to be provided to the Surviving Corporation's employees for not less than one year from (and after the Closing Date Current Benefits (as defined belowformer employees) that are, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from Company and after the Closing Date (a) all Surviving Corporation employees its subsidiaries will continue to be provided with employee benefits and benefit plans no less favorable than those in the same level of severance benefits aggregate provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to and its subsidiaries as of the execution Effective Time. Parent will, and will cause the Surviving Corporation to, honor employee (or former employee) benefit obligations and contractual rights existing as of this Agreementthe Effective Time and all employment, incentive and deferred compensation or severance agreements, plans or policies adopted by the Board of which Directors of the Company has provided Parent with accurate and complete copies (or any committee or subcommittee thereof) prior to the date hereof and (b) in accordance with their terms, in each case to the extent that any employee disclosed in the Disclosure Letter. Parent will provide employees of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives Company and its subsidiaries with credit for his or her service with the Company, to the same extent as such service was credited under Company or any similar Employee Benefit Plan immediately of its subsidiaries or predecessors prior to the Effective Time, Time for purposes of determining eligibility to participate in vesting, benefits and vesting under, benefit accrual under any employee benefit plans of Parent or its subsidiaries. Employees of the Company and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any its subsidiaries shall not be subject to pre-existing condition limitations, waiting periods proof of insurability requirements, or any similar limitations conditions or requirements under such health benefit plans maintained by Parent Employee Benefit Plan are waivedor its subsidiaries that would delay commencement of an employee's participation in or limit an employee's level of coverage under, any of the health benefit plans of Parent or its subsidiaries. Subject to the action taken by the Board of Directors with respect to the Salary Continuation Agreements Trust as set forth in Section 1.1.(c) and from and after the Effective Time, the Surviving Corporation shall assume and fully discharge, and Parent shall guarantee the performance of, all obligations of the Company (iiiand the Surviving Corporation) under the salary continuation agreements listed on Appendix A of the Salary Continuation Agreements Trust or on Schedule 3.1(i) of the Disclosure Letter (the "Salary Continuation Agreements"). The Company, Parent and its subsidiaries (including the Surviving Corporation) shall not amend or terminate any of the Salary Continuation Agreements at any time, shall continue to make sufficient cash deposits into the Salary Continuation Agreements Trust to permit the trustee to pay all premiums required to be paid pursuant to life insurance contracts held in the Salary Continuation Agreements Trust and shall not directly or indirectly take any action that would in any way diminish or reduce the cash surrender value of such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes life insurance contracts (including, but not limited to, borrowing against the cash surrender value of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansthe life insurance contracts).

Employee Benefits. Immediately (a) Parent agrees that as of the Closing Date and until December 31, 2014 (or until termination of employment, if earlier) (the “Benefits Continuation Period”) Parent shall provide or cause the Surviving Corporation or any of their respective Subsidiaries or Affiliates to provide those employees of the Acquired Corporations who are legally employed in the United States of America and who continue their employment with Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation after the Effective TimeTime (“Continuing Employees”) with health and welfare benefits, Parent or within the Surviving Corporation shall cause to be provided to the Surviving Corporation's employees for meaning of Section 3(1) of ERISA, that are not substantially less than one year from and after the Closing Date Current Benefits (as defined below) that arefavorable, in the aggregate, substantially as favorable than the health and welfare benefits provided to such employees as the Current Benefits available to them as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them immediately prior to the date of this Agreement Effective Time under those severance Employee Plans that are welfare plans, within the meaning of Section 3(1), or, in Parent’s sole discretion, the health and welfare benefits provided by Parent to similar situated employees of Parent. In addition, Parent shall make commercially reasonable efforts to cause Continuing Employees to be eligible to participate in Parent’s other employee benefit plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan as soon as reasonably practicable after the Effective Time, Parent shall use reasonable efforts Time (subject to ensure (ithe terms of such plans and applicable Legal Requirements) that such employee receives credit for his or her service with the Company, to substantially the same extent as similarly situated employees of Parent. Each Continuing Employee will receive credit for purposes of eligibility to participate and vesting under each employee benefit plan sponsored by Parent or its Subsidiaries in which such Continuing Employee participates or is eligible to participate after the Effective Time (each, a “Parent Plan”) for years of service was credited under with the Acquired Corporations (or any similar Employee Benefit Plan immediately predecessors) prior to the Effective Time, but only to the extent such service was taken into account for such purposes of determining eligibility under the analogous Employee Plan. During the Benefits Continuation Period, Parent will use commercially reasonable efforts to participate in cause each Parent Plan that is a group health plan (i) to waive any and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any all pre-existing condition limitations, eligibility waiting periods and evidence of insurability requirements with respect to Continuing Employees to the extent waived, satisfied or similar limitations not included under the analogous Employee Plan, and (ii) to recognize for each Continuing Employee for purposes of applying annual deductible, co-payment and out-of-pocket maximums under such Parent Plan any deductible, co-payment and out-of-pocket expenses paid by the Continuing Employee and his or her spouse or dependents under the analogous Benefit Plan are waived, during the plan year of such Employee Plan in which occurs the later of the Effective Time and (iii) that the date on which Continuing Employee begins participating in such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Parent Plan. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plans.

Employee Benefits. Immediately after (a) IAB shall cooperate and work with BCB to help BCB identify employees of IAB and its Subsidiaries to whom BCB may elect to offer employment with BCB or one of its Subsidiaries. With respect to any employee of IAB or its Subsidiaries who receives an offer of employment from BCB, IAB shall assist BCB with its efforts to enter into an offer letter and any related documents (collectively, the "Offer Letter") with such employees, the effectiveness of which would be contingent upon the Closing. Following the Effective Time, Parent or the Surviving Corporation except as contemplated by this Agreement, BCB shall cause provide generally to be provided to the Surviving Corporation's officers and employees for not less than one year from and after the Closing Date Current Benefits (as defined belowa group) that are, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after who are actively employed by an IAB Entity on the Closing Date (a"Covered Employees") all Surviving Corporation employees will continue while employed by any BCB Entity following the Closing Date employee benefits under Employee Benefit Plans, on terms and conditions which when taken as a whole are comparable to those currently provided by BCB Entities to their similarly situated officers and employees; provided, that in no event shall any Covered Employee be provided eligible to participate in any closed or frozen plan of any BCB Entity. Until such time as BCB shall cause the Covered Employees to participate in the applicable BCB Employee Benefit Plans, the continued participation of the Covered Employees in the IAB Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in BCB's Employee Benefit Plans may commence at different times with respect to each of BCB's Employee Benefit Plans). For purposes of participation and vesting (but not for purposes of benefit accrual) under BCB's Employee Benefit Plans, the same level service of severance benefits provided to them immediately the Covered Employees prior to the date of this Agreement under those severance plans specified Effective Time shall be treated as service with a BCB Entity participating in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Companybenefit plans, to the same extent as that such service was credited recognized by the IAB Entities for purposes of a similar benefit plan; provided, that such recognition of service shall not: (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service; (ii) apply for purposes of any plan, program or arrangement that is grandfathered or frozen, either with respect to level of benefits or participation; or, (iii) apply for purposes of retiree medical benefits or level of benefits under a defined benefit pension plan. Covered Employees who are employed by any similar Employee BCB Entity shall retain their vacation and sick leave accrual under the IAB Benefit Plan immediately prior to Plans as of the Effective Time, for purposes of determining eligibility to participate in and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) provided that any pre-existing condition limitations, waiting periods or similar limitations future accrual of benefits under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes of this Section 4.6, "Current Benefits" leave policies shall refer to benefits available under Employee Benefit Plans or Parent be in accordance with the BCB Employee Benefit Plans, other than benefits available subject to carryover limitations applicable to such future accruals. BCB agrees to amend the BCB Employee Benefit Plans to the extent necessary to provide for the past service credits applicable to the Covered Employees referenced herein if permitted under stock option plans, stock purchase plans and other equity-based benefit plansthe applicable BCB Employee Benefit Plan.

Employee Benefits. Immediately after the Effective Time, Parent or the Surviving Corporation shall cause to be provided to the Surviving Corporation's employees for not less than one year from and after the Closing Date Current Benefits (as defined below) that are, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) Parent hereby unconditionally agrees to, and agrees to cause its subsidiaries to honor, without modification except as provided in this Section 4.13, all Surviving Corporation employees will continue to be provided with contracts, agreements and commitments of the same level Company or any of severance benefits provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent its subsidiaries authorized by the Company prior to the execution or any of this Agreement, of which the Company has provided Parent with accurate and complete copies its subsidiaries prior to the date hereof which apply to any current or former employee or current or former director of the Company or any of its subsidiaries, including, without limitation, the severance agreements between the Company and certain of its senior officers (copies of which severance agreements have been furnished to Parent). (b) Parent hereby unconditionally agrees to, and to cause its subsidiaries to, provide to officers and employees of the extent Company and its subsidiaries who become or remain regular (full-time) employees of Parent or any of its subsidiaries, employee benefits, other than stock options, no less favorable than the most favorable of (i) benefits which are substantially comparable to those provided by the Company or its subsidiaries to its officers or employees as of September 30, 1995, or (ii) those provided by Parent and its subsidiaries to their similarly situated officers and employees; provided, however, that any if (i) above is more favorable, Parent shall only be obligated to provide such benefits through September 30, 1996, after which time Parent shall only be obligated to provide the benefits in accordance with (ii) above. Any employee of the Surviving Corporation participates Company or any of its subsidiaries who becomes a participant in any employee benefit plan, program, policy, or arrangement of Parent Employee Benefit Plan or any of its subsidiaries after the Effective Date shall be given credit under such plan, program, policy, or arrangement for all service with the Company or any of its subsidiaries, and, if applicable, with Parent or any of its subsidiaries, prior to becoming such a participant for purposes of eligibility and vesting. (c) Parent and the Company shall take such actions consistent with the Merger being accounted for financial accounting purposes as a Pooling Transaction, including (with respect to the Company) the amendment of the Option Plans and Stock Options, to permit Parent to assume, and Parent shall assume, effective at the Effective Time, each Stock Option that remains unexercised in whole or in part as of the Effective Time and substitute shares of Parent Common Stock for the shares of Company Common Stock 23 25 purchasable under each such assumed option ("Assumed Option"), which assumption and substitution shall be effected as follows: (i) the Assumed Option shall not give the optionee additional benefits which such optionee did not have under the Stock Option before such assumption and shall be assumed on the same terms and conditions as the Stock Option being assumed, subject to Section 4.13(c)(ii) and (iii) below; (ii) the number of shares of Parent Common Stock purchasable under the Assumed Option shall be equal to the number of shares of Parent Common Stock that the holder of the Stock Option being assumed would have received (without regard to any vesting schedule) upon consummation of the Merger had such Stock Option been exercised in full immediately prior to consummation of the Merger; and (iii) the per share exercise price of such Assumed Option shall be an amount equal to the purchase exercise price of the Stock Option being assumed divided by the Conversion Number. (d) Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of the Assumed Options, and, as soon as practicable after the Effective Time, Parent shall file a registration statement on Form S-8 (or other appropriate form) with respect to the shares of Parent Common Stock subject to the Assumed Options, and shall use reasonable its best efforts to ensure maintain the effectiveness of such registration statement for so long as any of the Assumed Options remain outstanding. (ie) that such employee receives credit Promptly after March 31, 1996, the Surviving Corporation shall determine and declare bonuses payable under the Company's executive (including management) bonus program for his or her service the fiscal year ending March 31, 1996, subject to the terms of the severance agreements referred to in Section 4.13(a) hereof. Such determination shall be made jointly in good faith by the current Presidents of each of the Company and Parent and shall be made consistent with the determinations made with respect to prior awards by the Company under comparable bonus plans and based upon GAAP as consistently applied by the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately prior to . (f) After the Effective Time, for purposes Parent shall not permit the Surviving Corporation to terminate the employment of determining eligibility the current President and five Senior Vice Presidents of the Company prior to participate in such time as financial statements that include at least 30 days of combined operations of Parent and vesting underthe Surviving Corporation after the Merger have been publicly reported as contemplated by Accounting Series Release 135 and related rules, and for purposes during such time the compensation of calculating such officers shall not be reduced below the benefits underlevels thereof as of September 30, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan1995. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansSECTION 4.14.

Employee Benefits. Immediately after the Effective Time, Parent or the Surviving Corporation shall cause to be provided to the Surviving Corporation's employees for not less than one year from and As soon as practicable (as determined by Purchasers) after the Closing Date Current Date, Purchasers shall make available to similarly situated (e.g. "full time" for welfare benefit plans and "salaried" for qualified pension benefit plans) Active Employees the employee benefits available to employee of Purchasers which are described in the ABN AMRO North America, Inc. Benefits (as defined below) that areHandbook, in each case subject to the aggregate, substantially as favorable to such employees as the Current Benefits applicable modifications described on Schedule 9.04. Such benefits will be available to them as of Active Employees in the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from amounts and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that reflected in such handbook (subject to any employee restrictions currently applicable to similarly situated employees of AANA, which restrictions may not be reflected in such handbook) for similarly situated employees of Purchasers who have met the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent service and other eligibility requirements for such benefits. All Active Employees shall use reasonable efforts to ensure (i) that such employee receives be given credit for his or her service with the CompanyCompany or any of its Subsidiaries for purposes of eligibility. In addition, Active Employees shall, effective upon becoming so eligible, receive for purposes of Purchasers' qualified pension benefit plans (except any Defined Benefit Plan of Purchasers), vesting service credit for periods of employment with the Company or its Subsidiaries, solely to the same extent as such service was credited under the corresponding Plan of the Company or its Subsidiaries. Notwithstanding the foregoing, (1) the obligation to grant service credit to any similar applicable Active Employee Benefit Plan immediately prior under a benefit plan of Purchasers, as contemplated in this Section 9.03, shall be contingent upon such benefit plan not violating the applicable nondiscrimination requirements of the Code and the regulations thereunder as a result of such grant of service credit; and (2) with respect to any insured benefit plan of Purchasers, the Effective Timeapplicable provisions of Section 9.03 shall be contingent upon and subject to acceptance by and cooperation of the applicable insurer or other third party providing coverage under any benefit plan of Purchasers. Additionally, for purposes nothing herein shall be construed to limit Purchasers' right (or the right of determining eligibility an Affiliate of Purchasers) to amend any of its benefit plans at any time. The right to amend shall include, without limitation, the right to limit the class of Employees eligible to participate in and vesting under, and for purposes any benefit plan of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansPurchasers.

Employee Benefits. Immediately Acquiror Sub hereby unconditionally ----------------- agrees to, and to cause its Subsidiaries to, provide to officers and employees of the Company and its Subsidiaries who become or remain regular (full time) employees of Acquiror Sub or any of its Subsidiaries employee benefits, including, without limitations pension benefits, health and welfare benefits, life insurance and vacation, which are no less favorable in the aggregate than those provided from time to time by the Acquiror Sub and its Subsidiaries to their similarly situated officers and employees. Any employee of the Company or any of its Subsidiaries who becomes a participant in any employee benefit plan, program, policy, or arrangement of the Acquiror Sub or any of its Subsidiaries shall be given credit under such plan, program, policy, or arrangement for all service with the Company or any of its Subsidiaries prior to becoming such a participant for purposes of eligibility and vesting. Employees of the Company or any of its Subsidiaries who are terminated within two years after the Effective Time shall be entitled to severance benefits equal to the greater of those provided by the Company on the date hereof or those provided by the Acquiror Sub as of the Effective Time, Parent or the Surviving Corporation and shall cause to be provided to outplacement assistance and counselling by Acquiror Sub. In addition, (i) employees of the Surviving Corporation's Company or its Subsidiaries who continue as employees for not less than one year from and of Acquiror Sub or its Subsidiaries after the Closing Date Current Benefits Effective Time (as defined below"Affected Employees") that are, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to shall be provided with the same level of severance benefits provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee greater of the Surviving Corporation participates in any Parent Employee Benefit Plan after weeks of annual vacation to which they were entitled on the day before the Effective Time, Parent shall use reasonable efforts Date or the weeks of annual vacation to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately prior to the Effective Time, for purposes which similarly situated employees of determining eligibility to participate in Acquiror Sub and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Planits Subsidiaries are then entitled, (ii) Affected Employees shall be entitled to preserve days of vacation that have been carried over from 1996 to 1997, and Affected Employees who are not able to take all the vacation days to which they are entitled for calendar year 1997 shall be permitted to carry over unused days into calendar 1998; (ii) Affected Employees shall be entitled to preserve occasional days that have been carried over from 1996 into 1997 in addition to any pre-existing condition limitationsoccasional days to which they may otherwise be entitled, waiting periods or similar limitations under such Parent Employee Benefit Plan and Affected Employees who are waived, not able to take all the occasional days to which they are entitled for calendar year 1997 shall be permitted to carry over unused days into calendar 1998; and (iii) Acquiror Sub shall coordinate any transition of Affected Employees to benefit plans of Acquiror Sub such that such employee receives credit for any is given as to deductibles, co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit planssimilar items, and the flexible spending accounts maintained for employees of the Company and its Subsidiaries shall be maintained through the end of calendar year 1997. Additional provisions regarding benefits of Affected Employees are set forth on Exhibit C attached hereto.

Employee Benefits. Immediately after Effective as of the Effective TimeClosing, Parent or the Surviving Corporation Transferred Employees shall cause cease to be provided covered by life insurance, disability and other welfare portions of the Plans. Effective as of September 30, 2011, the Transferred Employees shall cease to be covered by the medical, dental and vision portions of the Plans. Seller shall retain responsibility for and continue to pay (i) all life insurance, disability, and other welfare plan expenses and benefits for each Transferred Employee with respect to claims incurred by such Transferred Employee or his or her covered dependents prior to the Surviving Corporation's employees Closing and (ii) all medical, dental and vision plan expenses and benefits for not less than one year from each Transferred Employee with respect to claims incurred by such Transferred Employee or his covered dependents prior to September 30, 2011. Expenses and benefits with respect to claims with respect to the life insurance, disability and other welfare portions of the Plans incurred by Transferred Employees or their covered dependents on or after the Closing Date Current Benefits (as defined below) that areshall be the responsibility of Buyer. Expenses and benefits with respect to claims with respect to the medical, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as dental and vision portions of the date Plans incurred by Transferred Employees or their covered dependents on or after September 30, 2011 shall be the responsibility of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately prior to the Effective Time, for purposes of determining eligibility to participate in and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit PlanBuyer. For purposes of this Section 4.6paragraph, "Current Benefits" a claim is deemed incurred by a Transferred Employee (i) in the case of medical or dental benefits, when the services that are the subject of the claim are performed; (ii) in the case of life insurance, when the death occurs; (iii) in the case of long-term disability benefits, when the disability occurs; (iv) in the case of workers compensation benefits, when the event giving rise to the benefits occurs; and (v) otherwise, at the time the Transferred Employee or covered dependent becomes entitled to payment of a benefit (assuming that all procedural requirements are satisfied and claims applications properly and timely completed and submitted). After the Closing, the Transferred Employees shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option participate in the employee benefit plans, stock purchase programs, policies and arrangements of the Buyer in accordance with the terms thereof generally applicable to employees of the Buyer; provided that Transferred Employees shall participate in medical, dental and vision plans and other equity-based benefit plansof the Buyer in accordance with the terms thereof generally applicable to employees of the Buyer only after September 30, 2011.

Employee Benefits. Immediately Parent agrees that all employees of the Acquired Corporations who continue employment with Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation after the Effective TimeTime ("Continuing Employees") shall be eligible to continue to participate in the Surviving Corporation's health and/or welfare benefit plans; provided, however, that (a) nothing in this Section 5.5 or elsewhere in this Agreement shall limit the right of Parent or the Surviving Corporation shall cause to be provided to the Surviving Corporation's employees for not less than one year from and after the Closing Date Current Benefits (as defined below) that areamend or terminate any such health and/or welfare benefit plan at any time, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) if Parent or the Surviving Corporation terminates any such health and/or welfare benefit plan, then, subject to any appropriate transition period, the Continuing Employees shall be eligible to participate in Parent's health, vacation and other non- equity based employee benefit plans, to substantially the same extent as similarly situated employees of Parent. The Continuing Employees shall be given, to the extent that consistent with Parent's benefit plans and with applicable law, service credit under Parent's benefit plans, for purposes of eligibility and vesting, equal to the service credit currently provided to such Continuing Employees under comparable Company Employee Plans. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation participates in and, subject to any Parent other binding agreement between an employee and Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation, the employment of each Continuing Employee Benefit Plan after the Effective Timeshall be "at will" employment. The Company agrees to take (or cause to be taken) all actions necessary or appropriate to terminate, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan effective immediately prior to the Effective Time, for purposes any employee benefit plan sponsored by any of determining eligibility to participate the Acquired Corporations (or in and vesting under, and for purposes which any of calculating the benefits under, such Parent Employee Benefit Plan, (iiAcquired Corporations participates) that any pre-existing condition limitations, waiting periods contains a cash or similar limitations deferred arrangement intended to qualify under such Parent Employee Benefit Plan are waived, and (iiiSection 401(k) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansthe Code.

Employee Benefits. Immediately (a) Parent agrees that from and after the Effective Time the employees of the Company and its Subsidiaries as of the Effective Time ("Company Employees") will be eligible to participate in the employee benefit plans of Parent on substantially the same terms and conditions of similarly situated employees of Parent; provided that during the period commencing at the Effective Time and ending on the date that Parent determines to generally transition the Company's benefit arrangements (such date not to be later than eighteen (18) months following the Effective Time, although the Company shall use reasonable best efforts to transition the Company's benefit arrangements by nine (9) months following the Effective Time), Parent or shall provide the Surviving Corporation shall cause to be provided to the Surviving Corporation's employees for not less than one year from Company Employees with pension and after the Closing Date Current Benefits (as defined below) welfare benefits under employee benefit plans that are, are substantially comparable in the aggregate, substantially as favorable aggregate to those currently provided by the Company and its Subsidiaries to such employees as the Current Benefits available to them as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately prior to the Effective Time, . Parent will cause any employee benefit plans in which the Company Employees are entitled to participate ("Parent Plans") to take into account for purposes of determining eligibility to participate in eligibility, and vesting underthereunder, except to the extent it would result in a duplication of benefits, service by Company Employees to the Company and for purposes of calculating its Subsidiaries as if such service were with Parent, to the benefits under, same extent such Parent Employee service was credited under a comparable Benefit Plan, (ii) that any . Each Parent Plan shall waive pre-existing condition limitations, waiting periods limitations to the extent waived or similar limitations not applicable under such the corresponding Benefit Plan. Company Employees shall be given credit under the applicable Parent Employee Plan for amounts paid prior to the Effective Time under a corresponding Benefit Plan are waivedduring the same period for purposes of applying deductibles, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Parent Plan. For purposes Notwithstanding the foregoing, nothing contained herein shall (1) obligate Parent, the Surviving Corporation or any of their Affiliates to (i) maintain any particular benefit plan or the particular provisions of any benefit plan or (ii) retain the employment of any particular employee; (2) be treated as an amendment of any Benefit Plan or (3) give any third party any right to enforce the provisions of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plans6.9.

Employee Benefits. Immediately Acquiror shall provide the benefits ----------------- described in this Section 4.07 with respect to each person who remains an employee of the Bank following the Closing Date (each a "Continued Employee"). Subject to Acquiror's ongoing right to adopt subsequent amendments or modifications of any plan referred to in this Section 4.07 or to terminate any such plan, in Acquiror's sole discretion, each Continued Employee shall be entitled, as a new employee of a subsidiary of Acquiror, to participate in such employee benefit plans, as defined in Section 3(3) of ERISA, or any non-qualified employee benefit plans or deferred compensation, stock option, bonus or incentive plans, or other employee benefit or fringe benefit programs as may be in effect generally for employees of all of Acquiror's subsidiaries (the "Acquiror Plans"), if and as a Continued Employee shall be eligible and, if required, selected for participation therein under the terms thereof and otherwise shall not be participating in a similar plan which is maintained by the Bank after the Effective Time, Parent or . Continued Employees shall participate therein on the Surviving Corporation same basis as similarly situated employees of other subsidiaries of Acquiror. All such participation shall cause to be provided subject to the Surviving Corporationterms of such plans as may be in effect from time to time, and this Section 4.07 shall not give Continued Employees any rights or privileges superior to those of other employees of subsidiaries of Acquiror. Acquiror may terminate or modify all Employee Plans, and Acquiror's employees for obligation under this Section 4.07 shall not less than one year from and after the Closing Date Current Benefits (be deemed or construed so as defined below) to provide duplication of similar benefits but, subject to that arequalification, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as of the date of this Agreement under the Acquiror shall credit each Continued Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her term of service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately prior to the Effective TimeBank, for purposes of determining eligibility vesting and any age or period of service requirements for commencement of participation with respect to participate any Acquiror Plan in and vesting underwhich Continued Employees may participate. Nothing in this Agreement shall obligate Acquiror, and for purposes of calculating Seller, the benefits under, such Parent Employee Benefit Plan, (ii) that Bank or any pre-existing condition limitations, waiting periods other entity to employ any person or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit to continue to employ any person for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes period of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit planstime.

Employee Benefits. Immediately after 7.8.1. Prior to the Effective Time, Parent DNB shall take all reasonable action so that employees of EXX and its Subsidiaries who become employees of DNB or the Surviving Corporation a DNB Subsidiary ("Continuing Employees") shall cause be entitled to be provided to the Surviving Corporation's employees for not less than one year from and after the Closing Date Current Benefits (participate, effective as defined below) that are, in the aggregate, substantially soon as favorable to such employees as the Current Benefits available to them as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after administratively practicable following the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with in each of the Company, DNB Compensation and Benefit Plans to the same extent as such service was credited similarly-situated employees of DNB and its Subsidiaries (it being understood that inclusion of the employees of EXX and its Subsidiaries in the DNB Compensation and Benefit Plans may occur at different times with respect to different plans and that any grants to any Continuing Employee under any DNB Stock Plan shall be at the discretion of DNB). Notwithstanding the foregoing, DNB may determine to continue any of the employee benefit plans, programs or arrangements of EXX or any its Subsidiaries for Continuing Employees in lieu of offering participation in the DNB Compensation and Benefit Plans providing similar Employee benefits (e.g., medical and hospitalization benefits), to terminate any of such benefit plans, or to merge any such benefit plans with the corresponding DNB Compensation and Benefit Plans, provided the result is the provision of benefits to Continuing Employees that are substantially similar to the benefits provided to the employees of DNB and its Subsidiaries generally. Should DNB notify EXX in advance of the Effective Time that it wishes EXX or any EXX Subsidiary to terminate any EXX Compensation and Benefit Plan immediately prior to the Effective Time, EXX shall take all steps necessary to comply with such request prior to the Effective Time; provided that EXX shall have no obligation to terminate any such plan unless and until DNB shall have irrevocably certified to EXX that all conditions set forth in Article IX to the obligation of DNB to consummate the transactions contemplated hereby have been satisfied or, where legally permissible, waived. DNB shall cause each DNB Compensation and Benefit Plan in which Continuing Employees are eligible to participate to recognize, for purposes of determining eligibility to participate in in, the vesting of benefits and vesting underfor all other purposes (but not for the accrual of benefits, except as specifically set forth herein) under the DNB Compensation and Benefit Plans the service of such Continuing Employees with EXX and its Subsidiaries or any predecessor thereto prior to the Effective Time; provided, however, that credit for benefit accrual purposes shall be given for purposes of DNB vacation and other leave policies or programs and for purposes of calculating the calculation of severance benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Planseverance compensation plan or practice of DNB and its Subsidiaries as set forth in DNB Disclosure Schedule 7.8.1. For purposes This Agreement shall not be construed to limit the ability of this Section 4.6, "Current Benefits" shall refer DNB or DNB Bank to terminate the employment of any employee or to review employee benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans programs from time to time and other equity-based benefit plansto make such changes (including terminating any program) as they deem appropriate.

Employee Benefits. Immediately after the Effective Time(a) The Buyer shall, Parent or the Surviving Corporation shall cause a Designated Purchaser to, offer employment to be each Current Business Employee who is employed in the Business on the day immediately preceding the Closing Date on an “at-will” basis and at a wage and salary level (excluding performance-based or incentive compensation, bonuses and equity-based compensation) that is the same as that provided to such Current Business Employees on the Surviving Corporation's employees for day preceding the Closing Date; provided that each offer to a Non-US Employee shall be an offer at such compensation and benefit levels as required by applicable local law or regulation and as to not less constitute a constructive dismissal. Each such offer that is made to a Current Business Employee who is actively employed in the Business on the day immediately preceding the Closing Date shall be an offer to commence employment on the Closing Date. Each such offer that is made to a Current Business Employee who is not actively at work with the Company or any of its Subsidiaries due to a short- or long-term disability leave or other leave of absence (but not including vacation), will be deemed to offer employment with Buyer or Designated Purchaser, as applicable, effective as of the date such Current Business Employee is willing and able to return to active work status (the “Start Date”); provided that in no event will the Buyer or any Designated Purchaser be obligated to offer a Start Date that is later than one year from and six months after the Closing Date. Such Current Business Employees who accept and commence employment with the Buyer or a Designated Purchaser as of the Closing Date or Start Date, as applicable, shall be referred to as the “Transferred Employees.” With respect to the Liabilities relating to the Current Benefits Business Employees and arising out of the Company Plans, the Buyer shall, as of the Closing Date, assume only (as defined belowi) those Liabilities reflected on the Business Balance Sheet or constituting accrued compensation described in Sections 2.2(a)(ii) or (iii) of this Agreement and that are, in the aggregate, substantially as favorable are directly related to such employees as Current Business Employees’ employment with the Current Benefits available Business, and (ii) the Change in Control Agreements set forth on Schedule 2.2(a)(iv) of the Company Disclosure Schedule to them as the extent that any Liabilities related to such Change in Control Agreements are attributable to a termination of employment with the Buyer or a Designated Purchaser following the Closing. The Buyer shall not assume any other Liabilities (other than Assumed Liabilities) relating to any Business Employee, including any Liabilities arising (whether under applicable Law or otherwise) from or relating to the employment or termination of employment of any Business Employee on or prior to the Closing Date. The Company shall promptly notify the Buyer if any Business Employee employed by the Company or any of its Subsidiaries either (i) commences a short- or long-term disability leave or other leave of absence (but not including vacation) during the period of time commencing with the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after ending on the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this AgreementDate, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately prior to the Effective Time, for purposes of determining eligibility to participate in and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that returns to active employment from any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansleave.

Employee Benefits. Immediately FBA shall provide the benefits described in this Section 5.04 with respect to each person who remains an employee of Bancorp or a Bancorp Subsidiary following the Closing Date (each a "Continued Employee"). Subject to FBA's ongoing right to adopt subsequent amendments or modifications of any plan referred to in this Section 5.04 or to terminate any such plan, in FBA's sole discretion, each Continued Employee shall be entitled, as an employee of a subsidiary of FBA, to participate in such employee benefit plans, as defined in Section 3(3) of ERISA, or any non-qualified employee benefit plans or deferred compensation, stock option, bonus or incentive plans, or other employee benefit or fringe benefit programs as may be in effect generally for employees of all of FBA's banking subsidiaries (the "FBA Plans"), if and as a Continued Employee shall be eligible and, if required, selected for participation therein under the terms thereof and otherwise shall not be participating in a similar plan which is maintained by Bancorp after the Effective Time, Parent or . Bancorp employees shall participate therein on the Surviving Corporation same basis as similarly situated employees of other subsidiaries of FBA. All such participation shall cause to be provided subject to the Surviving Corporationterms of such plans as may be in effect from time to time, and this Section 5.04 is not intended to give Continued Employees any rights or privileges superior to those of other employees of subsidiaries of FBA. FBA may terminate or modify all Employee Plans, and FBA's employees for obligation under this Section 5.04 shall not less than one year from and after the Closing Date Current Benefits (be deemed or construed so as defined below) to provide duplication of similar benefits but, subject to that arequalification, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as of the date of this Agreement under the FBA shall credit each Continued Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her term of service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately prior to the Effective TimeBancorp, for purposes of determining eligibility vesting and any age or period of service requirements for commencement of participation with respect to participate any FBA Plan in and vesting underwhich Continued Employees may participate. Nothing in this Agreement shall obligate FBA, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that Bancorp or any pre-existing condition limitations, waiting periods other entity to employ any person or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit to continue to employ any person for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes period of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit planstime.

Employee Benefits. Immediately Promptly after the Effective TimeClosing Date, Parent the Purchaser shall establish or the Surviving Corporation shall cause to be provided established, at its own expense, with effect as of the Closing Date, benefit plans ("PURCHASER'S BENEFIT PLANS") to provide non-pension benefits for the Surviving Corporation's employees for not less than one year from Transferred Employees in connection with any and all claims of Transferred Employees incurred after the Closing Date Current Benefits (as defined below) that areDate. The non-pension benefits to be provided under the Purchaser's Benefit Plans are to be similar, in the aggregate, substantially as favorable to such employees as the Current Benefits available Vendor's Benefit Plans, but the Purchaser does not guarantee identical benefits. Such Transferred Employees who participate in the Vendor's non-pension benefit arrangements (the "VENDOR'S BENEFIT PLANS") according to them the terms of the Vendor's Benefit Plans shall, with effect as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoingClosing Date, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately prior to the Effective Time, for purposes of determining eligibility cease to participate in and vesting underaccrue benefits under the Vendor's Benefit Plans and shall commence participation in and accrue benefits under the Purchaser's Benefit Plans in accordance with, and for purposes subject to, the membership, eligibility and coverage requirements of calculating the benefits underPurchaser's Benefit Plans, except that with respect to such Parent Employee Transferred Employees, the Purchaser's Benefit Plan, (ii) that Plans shall waive any pre-existing condition limitations, waiting periods or similar limitations shall accept any pre-approvals and shall honour any deductibles and out-of-pocket expenses incurred by such Transferred Employees and their dependants during 1996. Transferred Employees who are not participants in the Vendor's Benefit Plans as at the Closing Date shall become participants in and accrue benefits under such Parent Employee the Purchaser's Benefit Plan are waivedPlans as and from the Closing Date in accordance with, and (iii) that such employee receives credit subject to, the membership, eligibility and coverage requirements thereof. The Vendor shall retain responsibility under the Vendor's Benefit Plans for all amounts payable by reason of or in connection with any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Planall claims incurred by the Employees before the Closing Date. For the purposes of this Section 4.68.6, "Current Benefits" a claim shall refer be deemed to benefits available under Employee Benefit Plans have been incurred on the date of occurrence of an injury, the later of diagnosis of an illness and absence from work because of that illness, or Parent Employee Benefit Plans, any other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansevent giving rise to such claim or series of related claims.

Employee Benefits. Immediately after Parent agrees that for a period of not less than 12 months following the Effective Time, Parent or the Surviving Corporation shall cause to employees of the Company and its Subsidiaries in the United States (the "Employees") will be provided to the Surviving Corporation's employees for not with employee benefit plans and programs that are no less than one year from and after the Closing Date Current Benefits (as defined below) that are, favorable in value in the aggregate, substantially as favorable determined by Parent in good faith in accordance with any reasonable method customarily used by Parent for making benefit comparisons, to such employees as the Current Benefits available to them as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits those provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan Employees immediately prior to the Effective Time, as set forth in Section 5.1(h)(ii) of the Company Disclosure Letter, excluding the Stock Plans and the 401(k) Plan (as defined below); provided that nothing in this Agreement shall limit the right of Parent or the Surviving Corporation to amend, terminate or discontinue any particular employee benefit plan or program in accordance with the terms thereof. Employees who become participants in any employee benefit plan or program of the Parent or any of its Subsidiaries, excluding any program with respect to retiree medical or retiree life insurance benefits, will be given credit under such plans and programs, for purposes of determining eligibility to participate in and vesting underthereunder, for all service with the Company or its Subsidiaries. Parent agrees that it shall, and for purposes shall cause the Surviving Corporation to, honor all employment and severance agreements disclosed in Section 6.11 of calculating the benefits under, Company Disclosure Letter (except 33 to the extent such Parent Employee Benefit Plan, employment and severance agreements are amended as of the date hereof pursuant to the Executive Agreements or are amended after the date hereof in contravention of Section 6.1(d) of this Agreement) in accordance with the terms thereof and subject to the rights of termination provided therein. (iic) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii401(k) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes After the Effective Time, Parent agrees to cause the Surviving Corporation to take all actions necessary to fully vest the account balances in the Company's 401(k) Plan (the "401(k) Plan") of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansall participants who are involuntarily terminated within two years after the Effective Time.

Employee Benefits. Immediately Notwithstanding anything to the contrary contained herein, from and after the Effective Time, Parent or the Surviving Corporation shall cause to be provided to will have sole discretion over the hiring, promotion, retention and firing of employees of the Surviving Corporation's . Notwithstanding the immediately preceding sentence, the Surviving Corporation will (i) satisfy all obligations of the Company or any of its Subsidiaries under any existing severance agreement between the Company or any of its Subsidiaries and any of their officers or employees for not less than and (ii) until the expiration of at least one year from and after the Closing Date Current Benefits Effective Time, satisfy all obligations of the Company or any of its Subsidiaries under their current respective severance policies. The Surviving Corporation will provide for the benefit of employees of the Surviving Corporation who were employees of the Company immediately prior to the Effective Time "employee benefit plans" within the meaning of Section 3(3) of ERISA (as defined belowa) for a period of at least one year after the Effective Time, that are, in the aggregate, substantially as favorable comparable to the "employee benefit plans" provided to such employees as the Current Benefits available to them as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent individuals by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to or any Subsidiary on the date hereof hereof, and (b) thereafter that are, at the election of the Surviving Corporation, either (i) in the aggregate, substantially comparable to the extent that "employee benefit plans" provided to such individuals by the Company or any Subsidiary on the date hereof or (ii) in the aggregate, substantially comparable to the "employee benefit plans" provided to similarly situated employees of the Surviving Corporation participates in or its Subsidiaries who were not employees of the Company or any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan Subsidiary immediately prior to the Effective Time; provided, for purposes however, that notwithstanding the foregoing (A) nothing herein will be deemed to require the Surviving Corporation to modify the benefit formulas under any pension, profit sharing or savings plan of determining eligibility the Company or any Subsidiary in a manner that increases the aggregate expenses thereof as of the date hereof in order to participate in and vesting under, and for purposes comply with the requirements of calculating ERISA or the benefits under, such Parent Employee Benefit PlanCode, (iiB) that multiemployer pension plans within the meaning of 3(37) of ERISA, employee stock ownership, stock bonus, stock option and similar equity-based plans, programs and arrangements of the Company or any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan of its Subsidiaries are waivednot encompassed within the meaning of the term "employee benefit plans" hereunder, and (iiiC) that such nothing herein will obligate the Surviving Corporation to continue any particular "employee receives credit benefit plan" for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansperiod after the Effective Time.

Employee Benefits. Immediately after the Effective TimeBuyer and its Affiliates shall waive, Parent or the Surviving Corporation shall cause to be provided waived, any waiting period, probationary period, pre-existing condition exclusion, evidence of insurability requirement, or similar condition with respect to initial participation under any plan, program, or arrangement established, maintained, or contributed to by Buyer or any of its Affiliates to provide health insurance, life insurance, or disability benefits with respect to each Transferred Employee who has, prior to the Surviving Corporation's employees Effective Hire Date, satisfied, under Seller’s or its Affiliates’ comparable plans, the comparable eligibility, insurability or other requirements referred to in this sentence. Buyer and its Affiliates shall recognize, or cause to be recognized, the dollar amount of all co-insurance, deductibles and similar expenses incurred by each Transferred Employee (and his or her eligible dependents) during the calendar year in which the Effective Hire Date occurs (or, if later, the year in which the Transferred Employee commences participation in a plan maintained by Buyer or its Affiliates) for not less than one year purposes of satisfying such year’s deductible and co-payment limitations under the relevant welfare benefit plans in which each Transferred Employee will be eligible to participate from and after the Closing Date Current Benefits (as defined below) that areEffective Hire Date, in the aggregate, substantially as favorable subject to such employees as Transferred Employee’s provision of relevant information or documentation confirming the Current Benefits available to them as amount of the date of this Agreement under the such co-insurance, deductibles and similar expenses. Each Transferred Employee Benefit Plans. Without limiting the generality of the foregoingshall, for not less than one year from purposes of determining such Transferred Employee’s eligibility to participate in and after vesting under all employee benefit plans, programs and arrangements of Buyer and its Affiliates in which they can become eligible to participate in following the Closing Date (a) all Surviving Corporation employees will continue to Date, be provided credited with the same level service of severance benefits provided to them immediately prior such Transferred Employee credited by Seller or its Affiliates or entities that become Seller’s Affiliates up to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the CompanyHire Date, to the same extent as if such service was had been performed for Buyer or any of its Affiliates; provided, that such service shall also be credited under any similar Employee Benefit Plan immediately prior to the Effective Time, for purposes of determining eligibility to participate in and vesting under, and for purposes of calculating the benefits underbenefit accrual for paid time off and severance pay. In addition to the foregoing, such Parent Employee Benefit PlanBuyer shall, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes shall cause one or more of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plans.its Affiliates to:

Employee Benefits. Immediately after (a) Parent agrees that, following the Effective Time, the employees of the Company and its Subsidiaries will be eligible to participate in the employee benefit plans of Parent on substantially the same terms and conditions of similarly situated employees of Parent or the Surviving Corporation shall its Subsidiaries, as applicable. Parent will cause such employee benefit plans to be provided to the Surviving Corporation's take into account for purposes of benefit accrual, eligibility and vesting thereunder service by employees for not less than one year from and after the Closing Date Current Benefits (as defined below) that are, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from Company and after the Closing Date (a) all Surviving Corporation employees will continue to be provided its Subsidiaries as if such service were with the same level of severance benefits provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as that such service was credited under a comparable plan of the Company; provided, however, that, notwithstanding anything herein to the contrary, such employees shall not receive such credit for purposes of determining Service Related Contributions under the First Data Incentive Savings Plan or any similar Employee Benefit Plan immediately defined benefit plan maintained by Parent or any of its Affiliates and provided, further, that with respect to those employees of the Company who are, prior to the Effective Time, eligible for purposes and receiving a fifty percent (50%) employer matching contribution between 3% and 6% of determining eligibility such employee's compensation under the Company's 401(k) Plan (the "Employer Match"), following the Effective Time Parent shall increase the compensation of such employees in an amount to participate compensate such employees given that their participation in and vesting under, and the First Data Incentive Savings Plan following the Effective Time will not allow for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any Employer Match. Any restriction on coverage for pre-existing condition limitations, waiting periods conditions or similar limitations requirement for evidence of insurability under such the employee benefit plans of Parent Employee Benefit Plan are shall be waived, and (iii) that such employees of the Company and its Subsidiaries shall receive credit under the employee receives credit benefit plans of Parent for any co-payments previously and payments under a deductible limit made by them and for out-of-pocket maximums applicable to them during the plan year of the applicable Benefit Plan of the Company or any deductible previously satisfied such Subsidiary in accordance with the corresponding employee benefit plans of Parent, provided that the amounts of such co-payments and payments and out-of-pocket maximums as of the Closing Date with respect to such employees shall be provided by the Company to Parent on the Closing Date. Parent shall, and shall cause the Surviving Corporation to, honor all binding compensation and employee benefit obligations to current and former employees under any similar Employee Benefit Plan. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee the Benefit Plans of the Company and its Subsidiaries and, to the extent set forth in the Company Letter, all employee severance plans (or policies) in existence on the date hereof and set forth in the Company Letter and all employment or severance agreements entered into by the Company or adopted by the Board of Directors of the Company prior to the date hereof and, in each case, previously disclosed to Parent. The severance benefits to be provided by Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans to employees of the Company and other equity-based benefit plansits Subsidiaries after the Effective Time shall be substantially as set forth in the Severance Plan attached in Item 7.1 of the Parent Letter.

Employee Benefits. Immediately after the Effective Time, Parent or the Surviving Corporation shall cause to be provided to the Surviving Corporation's employees for not less than one year from and after the Closing Date Current Benefits (as defined below) that are, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with During the same level of severance benefits provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(jone (1) delivered to Parent by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after year period commencing at the Effective Time, Parent shall use reasonable efforts provide to ensure (i) that such employee receives credit for his or her employees of the Company and its Subsidiaries during the term of their continued service with the CompanyCompany within such period (the “Continuing Employees”) compensation (such term to include salary, bonus opportunities, commissions and severance, but not including equity compensation) and benefits (including the costs thereof to Company Employee Plan participants) that are in the same extent as such service was credited under any similar Employee Benefit Plan aggregate, no less favorable than the compensation and benefits being provided to Continuing Employees immediately prior to the Effective Time, for purposes of determining eligibility . Parent agrees that all Continuing Employees will be eligible to participate in: (i) Parent’s employee benefit plans and programs, including any equity incentive plan, pension plan, defined benefit plan, defined contribution plan, Section 401(k) plan, bonus plan, profit sharing plan, severance plan, medical plan, dental plan, life insurance plan, time-off programs and disability plan, in and vesting undereach case to the same extent as similarly situated employees of Parent, and for purposes of calculating except with respect to those payments or benefits provided under a Company Employee Plan described in the benefits under, such Parent Employee Benefit Plan, following clause (ii) that ; (ii) such Company Employee Plans as are continued by the Company or any pre-existing condition limitationsof its Subsidiaries following the Closing Date, waiting periods or similar limitations under such are assumed by Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For the purposes of this Section 4.65.4(a) only, "Current Benefits" shall refer the plans referred to benefits available in clauses “(i)” and “(ii)” of this sentence being referred to as “Specified Benefit Plans”). Each Continuing Employee shall, to the extent permitted by applicable Legal Requirements, receive full credit for purposes of eligibility, vesting, level of benefits, vacation and benefit accrual under Employee the Specified Benefit Plans in which such Continuing Employee participates for the years of continuous service by such Continuing Employee recognized by the Company or its Subsidiaries prior to the Effective Time. With respect to any welfare benefit plans maintained by Parent Employee Benefit Plansfor the benefit of Continuing Employees located in the United States, other than benefits available under stock option planssubject to any applicable plan provisions, stock purchase contractual requirements or Legal Requirements, Parent shall: (A) cause to be waived any eligibility requirements or preexisting condition limitations; and (B) give effect, in determining any deductible maximum out-of-pocket limitations, to amounts paid by such Continuing Employees with respect to substantially similar plans and other equity-based benefit plansmaintained by the Company or its Subsidiaries during the plan year in which the Effective Time occurs.