Common use of Employee Matters Clause in Contracts

Employee Matters. (a) Following the Effective Time and until the first anniversary of the Closing Date (or, if earlier, the date of termination of employment of an applicable Current Employee), Parent shall, or shall cause one of its Subsidiaries to, provide the individuals who are employed by the Partnership or any of the Partnership Subsidiaries immediately before the Effective Time (the “Current Employees”) and who continue employment during such time period with (i) annual base salary or hourly wage rate (as applicable) that is no less favorable than the annual base salary or hourly wage rate (as applicable) provided to such Current Employees immediately prior to the Effective Time, (ii) a target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees immediately prior to the Effective Time, and (iii) employee benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate to the other compensation and employee benefits (subject to the same exclusions) provided to similarly situated employees of Parent and its Subsidiaries. In the event that, following the Effective Time and until the second anniversary of the Closing Date, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure Schedule.

Employee Matters. (a) Following For purposes of eligibility, vesting and the determination of levels of severance and vacation pay (but, for the avoidance of doubt, not for purposes of any equity plan or benefit accruals under any defined benefit pension plan), under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, the Surviving Corporation or any respective subsidiary and affiliate thereof providing benefits after the Effective Time and until the first anniversary of the Closing Date (or, if earlier, the date of termination of employment of an applicable Current Employee), Parent shall, or shall cause one of its Subsidiaries to, provide the individuals who are employed by the Partnership or any of the Partnership Subsidiaries immediately before the Effective Time under new Company Benefit Plans (the “Current EmployeesNew Plans”) to one or more of those employees of the Company and its subsidiaries who continue employment during such time period with (i) annual base salary or hourly wage rate (are actively employed as applicable) that is no less favorable than the annual base salary or hourly wage rate (as applicable) provided to such Current Employees of immediately prior to the Effective TimeTime and who continue to be employed by the Surviving Corporation or its subsidiaries immediately after the Effective Time (“Company Employees”), each Company Employee shall be credited with his or her years of service with the Company, the Company subsidiaries and their respective affiliates before the date of the Merger Closing, to the same extent as such Company Employee was entitled, before the date of the Merger Closing, to credit for such service under any similar Company Benefit Plan (except to the extent such service credit will result in the duplication of benefits). In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Company Employee, Parent shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents under a target annual cash incentive compensation opportunity (expressed as a percentage Company Benefit Plan during the portion of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees immediately plan year prior to the Effective TimeTime to be taken into account under such New Plan for purposes of satisfying all deductible, co-insurance, co-payment and (iii) employee benefits (excluding any defined benefit and supplemental pensions, retiree or postmaximum out-termination health or welfare benefits, and retention or change in control payments or other special or oneof-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate to the other compensation and employee benefits (subject to the same exclusions) provided to similarly situated employees of Parent and its Subsidiaries. In the event that, following the Effective Time and until the second anniversary of the Closing Date, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject pocket requirements applicable to such Current Employee’s execution of a customary release employee and waiver of claims (which shall not include any restrictive covenants)his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided, however, provided that such Current Company Employee provides evidence of payment of such expenses in a form that is not otherwise entitled reasonably satisfactory to receive severance benefits under any employmentParent, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any of its affiliates. Parent shall honor and comply with, insurers or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure Schedulethird-party service providers.

Employee Matters. (a) Following the Effective Time and until the first anniversary of the Closing Date (or, if earlier, the date of termination of employment of an applicable Current Employee), Parent shallAll individuals employed by, or shall cause one on an authorized leave of its Subsidiaries toabsence from, provide the individuals who are employed by the Partnership Seller or any of the Partnership its Subsidiaries immediately before the Effective Time (collectively, the “Current Covered Employees”) shall automatically become employees of Buyer and who continue employment during such time period with (i) annual its affiliates as of the Effective Time. Immediately following the Effective Time, Buyer shall, or shall cause its applicable Subsidiaries to, provide to those Covered Employees employee benefits, rates of base salary or hourly wage rate (as applicable) and annual bonus opportunities that is no less favorable than are substantially similar, in the annual aggregate, to the aggregate rates of base salary or hourly wage rate (as applicable) and the aggregate employee benefits and annual bonus opportunities provided to such Current Covered Employees under the Seller Benefit Plans as in effect immediately prior to before the Effective Time, (ii) a target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees immediately prior to the Effective Time, and (iii) employee benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate to the other compensation and employee benefits (subject to the same exclusions) provided to similarly situated employees of Parent and its Subsidiaries. In the event that, following the Effective Time and until the second anniversary of the Closing Date, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled that, notwithstanding the foregoing, nothing contained herein shall (i) be treated as an amendment of any particular Seller Benefit Plan, (ii) give any third party any right to receive severance benefits under any employmentenforce the provisions of this Section 6.5, severance, change in control, retention or similar agreement or arrangement between such Current Employee and (iii) limit the Partnership right of Buyer or any of its affiliates. Parent shall honor and comply withSubsidiaries to terminate the employment of any Covered Employee at any time or require Buyer or any of its Subsidiaries to provide any such employee benefits, rates of base salary or cause its applicable Subsidiary hourly wage or annual bonus opportunities for any period following any such termination or (iv) obligate Seller, Buyer or any of their respective Subsidiaries to honor and comply with, (A) maintain any particular Seller Benefit Plan or (B) retain the severance agreements set forth on Section 5.7(a) employment of the Partnership Disclosure Scheduleany particular Covered Employee.

Employee Matters. (a) Following the Effective Time Closing Date, United shall provide to employees of Tidelands who continue employment with United (“Tidelands Continuing Employees”) medical, dental, vacation and until long-term disability benefits, medical and dependent care flexible spending accounts and life insurance (collectively, “Employee Benefits”), on terms and conditions consistent in all material respects with those then currently provided by United to its other similarly-situated employees. For purposes of eligibility to participate and any vesting determinations (but not benefit accruals) in connection with the first anniversary provision of any such Employee Benefits by United to the Tidelands Continuing Employees, service with Tidelands prior to the Closing Date (orshall be counted to the extent such service was counted under the similar plan of Tidelands. The Tidelands Continuing Employees’ prior service with Tidelands shall also be credited for purposes of all waiting periods for participation in any of such Employee Benefits to the extent such service was counted under the similar plan of Tidelands. United shall also waive all restrictions and limitations for preexisting conditions under United’s Employee Benefit plans, if earlier, to the date extent such restrictions or limitations would not or currently do not apply to the Tidelands Continuing Employees under the similar plan of termination of employment of an applicable Current Employee), Parent shall, or Tidelands. United shall cause one of its Subsidiaries to, use commercially reasonable efforts to provide the individuals who are employed by Tidelands Continuing Employees with credit under United’s health, dental and vision plans, for the Partnership or any plan year of the Partnership Subsidiaries immediately before the Effective Time (the “Current Employees”) and who continue employment during such time period with (i) annual base salary or hourly wage rate (as applicable) that is no less favorable than the annual base salary or hourly wage rate (as applicable) provided to such Current Employees immediately prior to the Effective Time, (ii) a target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees immediately prior to the Effective Time, and (iii) employee benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate to the other compensation and employee benefits (subject to the same exclusions) provided to similarly situated employees of Parent and its Subsidiaries. In the event that, following the Effective Time and until the second anniversary of plans which include the Closing Date, for the aggregate amounts paid by such employees as a Current Employee experiences a severance-qualifying termination deductible under Tidelands’ health, dental and vision plans for the plan year of employment as described on Section 5.7(a) of such plans which includes the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure ScheduleClosing Date.

Employee Matters. (a) Following the Effective Time and until the first anniversary of the Closing Date (or, if earlier, the date of termination of employment of an applicable Current Employee), Parent shall, or shall cause one of its Subsidiaries to, provide the individuals who are employed by the Partnership or any of the Partnership Subsidiaries immediately before the Effective Time (the “Current Employees”) and who continue employment during such time period with (i) annual base salary or hourly wage rate (As soon as applicable) that is no less favorable than the annual base salary or hourly wage rate (as applicable) provided to such Current Employees immediately prior to administratively practicable after the Effective Time, (ii) a target annual cash incentive compensation opportunity (expressed as a percentage Purchaser shall take all reasonable action so that employees of base salary) Company and a target long-term incentive compensation opportunity (expressed as a percentage its Subsidiaries shall be entitled to participate in each Purchaser Benefit Plan of base salary) that, together in general applicability with the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage exception of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided any plan frozen to such Current Employees immediately prior to the Effective Time, and (iii) employee benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards new participants (collectively, the “Excluded BenefitsPurchaser Eligible Plans”)) that are substantially comparable in the aggregate to the other compensation and employee benefits (subject to the same exclusions) provided to similarly extent as similarly-situated employees of Parent Purchaser and its Subsidiaries. In the event that, following the Effective Time and until the second anniversary it being understood that inclusion of the Closing Dateemployees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times with respect to different plans, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current Employee provided that coverage shall be entitled continued under corresponding Company Benefit Plans until such employees are permitted to severance participate in the Purchaser Eligible Plans and provided further, however, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits pursuant under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the formula set forth on Section 5.7(a) same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the Partnership Disclosure Schedulebenefit amount, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is service shall not otherwise entitled be recognized to receive severance benefits under any employmentthe extent that such recognition would result in a duplication of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, severance, change nothing in control, retention this Agreement shall limit the ability of Purchaser to amend or similar agreement or arrangement between such Current Employee and the Partnership or terminate any of its affiliates. Parent shall honor the Company Benefit Plans in accordance with and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure Scheduleextent permitted by their terms at any time permitted by such terms.

Employee Matters. (a) Following Except as provided in the Effective Time and until following sentence, on the first anniversary Closing Date, CCE shall terminate the active participation of the Affected Employees in all of the Employee Benefit Plans listed in Sections 3.12(a) and 3.12(b) of the CCE Disclosure Letter, except for (i) the Benefit Programs and Agreements listed as Items 5 and 6 in Section 3.12(b) of the CCE Disclosure Letter, (ii) the TPC VEBA and (iii) the life and long term disability insurance coverage contemplated by Section 5.5(b). Prior to the Closing Date (orDate, if earlier, the date of termination of employment of an applicable Current Employee), Parent CCE shall, or shall cause one of its Subsidiaries TPC to, provide terminate the individuals who are employed by the Partnership or any TPC Severance Plan. CCE shall notify Affected Employees of the Partnership Subsidiaries immediately before termination of such active participation and the Effective Time (termination of the “Current Employees”) and who continue employment during such time period with (i) annual base salary or hourly wage rate (as applicable) that is no less favorable than the annual base salary or hourly wage rate (as applicable) provided to such Current Employees immediately TPC Severance Plan prior to the Effective Time, (ii) a target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees immediately prior Closing Date. Subject to the Effective Timeprovisions of this Agreement, and (iii) employee benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate to the other compensation and employee benefits (subject to the same exclusions) provided to similarly situated employees of Parent and its Subsidiaries. In the event that, following the Effective Time and until the second anniversary of after the Closing Date, a Current Employee experiences a severance-qualifying termination of employment TPC shall be solely responsible for all obligations and Liabilities with respect to the Benefit Programs and Agreements listed as described on Items 5 and 6 in Section 5.7(a3.12(b) of the Partnership CCE Disclosure ScheduleLetter, the TPC VEBA, the retiree medical benefits addressed in Section 5.5(e), the accrued vacation days addressed in Section 5.5(c), the flexible benefit plan accounts addressed in Section 5.5(h), and each employee benefit policy, plan, agreement or arrangement that TPC, ETP or an Affiliate of either establishes, maintains or contributes to with respect to the TPC Employees, on or after the Closing Date, and no such Current Employee obligations or Liabilities shall be entitled assumed or retained by CCE or its Affiliates. ETP shall, or shall cause TPC to, honor any continuing pay or salary obligations and any applicable legal or contractual rights to severance benefits pursuant reinstatement with respect to all Affected Employees. Except as provided in the formula set forth on preceding provisions of this Section 5.7(a5.5(a) and in Section 5.5(e), CCE shall retain all obligations or Liabilities and assets with respect to current and former TPC Employees and any Shared Service Employees who do not become Transferring Shared Service Employees in accordance with Section 5.5(g) or otherwise under all of the Employee Benefit Plans listed in Sections 3.12(a) and 3.12(b) of the Partnership CCE Disclosure ScheduleLetter and all other employee benefit plans, subject to policies and arrangements of CCE and its ERISA Affiliates, and no such Current Employee’s execution of a customary release and waiver of claims (which obligations or Liabilities shall not include any restrictive covenants); providedbe assumed or retained by ETP or its Affiliates, howeverincluding after the transactions contemplated hereby, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure ScheduleTPC.

Employee Matters. (a) Following the Effective Time Parent shall take such action as may be necessary so that on and until the first anniversary of the Closing Date (or, if earlier, the date of termination of employment of an applicable Current Employee), Parent shall, or shall cause one of its Subsidiaries to, provide the individuals who are employed by the Partnership or any of the Partnership Subsidiaries immediately before the Effective Time (the “Current Employees”) and who continue employment during such time period with (i) annual base salary or hourly wage rate (as applicable) that is no less favorable than the annual base salary or hourly wage rate (as applicable) provided to such Current Employees immediately prior to after the Effective Time, and for one year thereafter, officers and employees of the Company and its Subsidiaries not covered by any collective bargaining agreement or labor contract who remain employed after the Closing by Parent or any member of its “controlled group” within the meaning of Section 414 of the Code (ii) a target the “Parent Group”), including the Company or its Subsidiaries, are provided base salary, base wages and annual cash and incentive compensation opportunity opportunities and employee benefits (expressed as a percentage of base salaryincluding defined benefit and retiree health), plans and programs (excluding such plans relating to equity-based compensation arrangements) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) thatwhich, together in the aggregate, are no less favorable than those made available by the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) Company and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided its Subsidiaries to such Current Employees its officers and employees immediately prior to the Effective Time, and (iii) employee benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare . To the extent not duplicative of benefits, for purposes of eligibility to participate, calculation of benefits and retention or change vesting in control payments or other special or one-time awards (collectivelyall benefits provided by the Parent Group to officers and employees of the Company and its Subsidiaries, such officers and employees will be credited with their years of benefits eligibility service with the “Excluded Benefits”)) that are substantially comparable in the aggregate Company and its Subsidiaries and any predecessors thereof to the other compensation extent such service with a predecessor was so recognized under analogous Employee Benefit Plans of the Company and its Subsidiaries prior to the Effective Time. The eligibility of any such officer or employee benefits (of the Company and its Subsidiaries to participate in any welfare benefit plan or program of the Parent Group shall not be subject to any exclusions for any pre-existing conditions if such individual had met the participation requirements of similar benefit plans and programs of the Company and its Subsidiaries prior to the Effective Time. Amounts paid before the Effective Time by such officers and employees of the Company and its Subsidiaries under any health plans of the Company or its Subsidiaries shall, after the Effective Time, be taken into account in applying deductible and out-of-pocket limits applicable under the health plans of the Parent Group to the same exclusions) provided to similarly situated employees of Parent and its Subsidiaries. In the event thatextent as if such amounts had, following the Effective Time and until the second anniversary when paid, been paid under such health plans of the Closing Date, a Current Employee experiences a severance-qualifying termination of employment as described on Parent Group. Nothing contained in this Section 5.7(a5.5(a) shall create any rights in any officer or employee of the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership Company or any of its affiliates. Parent shall honor and comply withSubsidiaries in respect of continued employment for any specified period of any nature or kind whatsoever or, or cause its applicable Subsidiary to honor and comply with, the severance agreements except as set forth on Section 5.7(ain the following sentence, limit Parent’s or the Surviving Corporation’s power to amend or terminate any particular Employee Benefit Plan or require (and the Company shall take no action that would require) the Parent or Surviving Corporation to continue any particular Employee Benefit Plan. To the extent that an agreement listed in Schedule 3.1(m) of the Partnership Company Disclosure ScheduleLetter obligates the Company to require a purchaser or merger partner to assume the terms of that agreement, Parent agrees to recognize, and cause the Surviving Corporation to recognize, the entity that is a party to such an agreement as the exclusive bargaining representative of the covered employees and to adopt and cause the Surviving Corporation to adopt, the terms of that agreement and any related and current memorandums of agreement between the Company and such entity.

Employee Matters. (a) Following the Effective Time and until the first anniversary of the Closing Date (or, if earlier, the date of termination of employment of an applicable Current Employee), Parent shall, or shall cause one the Surviving Corporation or its Subsidiaries, to ensure that, as of the Effective Time, each Continuing Employee receives full credit for all purposes for service with the Company or any of its Subsidiaries to(or predecessor employers to the extent the Company provides such past service credit) under the comparable employee benefit plans, provide programs and policies of Parent, the individuals who are employed by the Partnership Surviving Corporation or any Affiliate of the Partnership Surviving Corporation, as applicable, in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided (i) to the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan of the Company or its Subsidiaries immediately before prior to the Effective Time (the “Current Employees”) and who continue employment during such time period with (i) annual base salary or hourly wage rate (as applicable) that is no less favorable than the annual base salary or hourly wage rate (as applicable) provided to such Current Employees immediately if there was not comparable Plan in place prior to the Effective Time, or (iiiii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees comparable Plan immediately prior to the Effective Time, and (iiiii) employee benefits (excluding cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any defined benefit similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments and supplemental pensions, retiree or postout-termination health or welfare benefits, of-pocket maximums as though such amounts had been paid in accordance with the terms and retention or change in control payments or other special or one-time awards (collectivelyconditions of the plans maintained by Parent, the “Excluded Benefits”)) that are substantially comparable in the aggregate to the other compensation and employee benefits (subject to the same exclusions) provided to similarly situated employees of Parent and its Subsidiaries. In the event thatSurviving Corporation or such Affiliate, following the Effective Time and until the second anniversary of the Closing Dateas applicable, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, for such Current Employee shall be entitled to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure Scheduleplan year.

Employee Matters. (a) Following the Effective Time and until the first anniversary of the Closing Date (orPrior to Closing, if earlier, the date of termination of employment of an applicable Current Employee), Parent shall, or each party shall cause one of its Subsidiaries to, provide the individuals who are employed by the Partnership or any of the Partnership Subsidiaries immediately before the Effective Time (the “Current Employees”) and who continue employment during such time period with (i) annual base salary or hourly wage rate (as applicable) that is no less favorable than the annual base salary or hourly wage rate (as applicable) provided to such Current Employees immediately prior to the Effective Time, (ii) a target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees immediately prior to the Effective Time, and (iii) employee benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate deliver to the other a list of employees of its stations that it does not intend to retain after Closing. The acquiring party may interview and elect to hire such listed employees, but not any other employees of the conveying party. The acquiring party is obligated to hire only those employees that are under employment contracts (and assume the obligations and liabilities under such employment contracts) which are included in the Clear Channel Station Contracts or Exchange Party Station Contracts. With respect to employees potentially to be hired by the acquiring party, to the extent permitted by law the conveying party shall provide access to its personnel records and such other information as may be reasonably requested prior to Closing. With respect to employees hired by the acquiring party ("Transferred Employees"), the conveying party shall be responsible for the payment of all compensation and accrued employee benefits payable by it until Closing and thereafter the acquiring party shall be responsible for all such obligations payable by it. The acquiring party shall cause all Transferred Employees to be eligible to participate in its "employee welfare benefit plans" and "employee pension benefit plans" (subject to as defined in Sections 3(1) and 3(2) of ERISA, respectively) in which the same exclusions) provided to similarly acquiring party's similarly-situated employees of Parent and its Subsidiaries. In the event that, following the Effective Time and until the second anniversary of the Closing Date, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current Employee shall be entitled are generally eligible to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants)participate; provided, however, that such Current Employee is all Transferred Employees and their spouses and dependents shall be eligible for coverage immediately after Closing (and shall not otherwise entitled to receive severance benefits be excluded from coverage under any employmentemployee welfare benefit plan that is a group health plan on account of any pre-existing condition) to the extent provided under such employee welfare benefit plans. For purposes of any length of service requirements, severancewaiting periods, change vesting periods or differential benefits based on length of service in controlany such employee welfare benefit plans for which Transferred Employees may be eligible after Closing, retention or similar agreement or arrangement between such Current Employee the acquiring party shall ensure, to the extent permitted by applicable law (including, without limitation, ERISA and the Partnership Code), that service with the conveying party shall be deemed to have been service with the acquiring party. No such service credit must be granted with respect to participation or eligibility in any of its affiliatesemployee pension benefit plan. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply withIn addition, the severance agreements set forth on Section 5.7(a) acquiring party shall ensure, to the extent permitted by applicable law (including, without limitation, ERISA and the Code), that Transferred Employees receive credit under any welfare benefit plan of the Partnership Disclosure Scheduleacquiring party for any deductibles or co-payments paid by Transferred Employees and their spouses and dependents for the current plan year under a plan maintained by the conveying party. Notwithstanding any other provision contained herein, the acquiring party shall grant credit for all unused sick leave accrued by Transferred Employees on the basis of their service during the current calendar year as employees of the conveying party. Notwithstanding any other provision contained herein, the acquiring party shall assume and discharge the conveying party's liabilities for the payment of all unused vacation leave accrued by Transferred Employees on the basis of their service during the current calendar year as employees of the conveying party. From and after Closing, Exchange Party shall cooperate with the reasonable requests of Clear Channel to continue to withhold from the pay checks of Transferred Employees who have outstanding loan balances in Clear Channel's 401(k) Savings Plan, and Exchange Party shall remit such withheld amounts to Clear Channel in a timely fashion such that the outstanding loans do not go into default.

Employee Matters. (a) Following the Effective Time The Buying Entities shall, and until the first anniversary shall cause their Subsidiaries to, honor in accordance with their terms all agreements, contracts, arrangements, commitments and understandings described in Schedule 5.11 of the Closing Date Company Disclosure Schedule. (or, if earlierb) Except with respect to accruals under any defined benefit pension plans, the date of termination of employment of an applicable Current Employee), Parent shallBuying Entities will, or shall will cause one of the Surviving Entity and its Subsidiaries to, provide give all active employees of the individuals Company who are continue to be employed by the Partnership or any Company as of the Partnership Subsidiaries immediately before the Effective Time ("Continuing Employees") full credit for purposes of eligibility, vesting and determination of the “Current level of benefits under any employee benefit plans or arrangements maintained by Buyer, the Surviving Entity or any Subsidiary of Buyer or the Surviving Entity for such Continuing Employees”) and who continue employment during such time period ' service with (i) annual base salary the Company or hourly wage rate (as applicable) that is no less favorable than any Subsidiary of the annual base salary or hourly wage rate (as applicable) provided Company to such Current Employees the same extent recognized by the Company immediately prior to the Effective Time. The Buying Entities will, or will cause the Surviving Entity and its Subsidiaries to, (iii) a target annual cash incentive compensation opportunity (expressed waive all limitations as a percentage of base salary) to preexisting conditions exclusions and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) thatwaiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare plan that such employees may be eligible to participate in after the Effective Time, together other than limitations or waiting periods that are already in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided effect with respect to such Current employees and that have not been satisfied as of the Effective Time under any welfare plan maintained for the Continuing Employees immediately prior to the Effective Time, and (iiiii) employee benefits (excluding provide each Continuing Employee with credit for any defined benefit co-payments and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate deductibles paid prior to the other compensation and employee benefits (subject to the same exclusions) provided to similarly situated employees of Parent and its Subsidiaries. In the event that, following the Effective Time in satisfying any applicable deductible or out- of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Effective Time. (c) The Buying Entities shall not, and until the second anniversary of the Closing Date, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and permit the Partnership Surviving Entity or any of its affiliates. Parent shall honor and comply withSubsidiaries to, or cause its applicable Subsidiary at any time prior to honor and comply with, 90 days following the severance agreements set forth on Section 5.7(a) date of the Partnership Disclosure Schedule.Closing, without complying fully with the notice and other requirements of the Worker Adjustment Retraining and Notification Act of 1988 (the "WARN Act"), effectuate (i) a "plant closing" as defined in the WARN Act affecting any single site of employment or one or more facilities or operating units within any single site of employment of the Surviving Entity or any of its Subsidiaries; or (ii) a "mass layoff" as defined in the WARN Act affecting any single site of employment of the Surviving Entity or any of its Subsidiaries; or any similar action under applicable state, local or foreign law requiring notice to employees in the event of a plant closing or layoff. SECTION 5.12

Employee Matters. (a) Following With respect to any Benefit Plan in which (x) any employee of New Polaris and the Effective Time and until the first anniversary New Polaris Subsidiaries who is employed as of the Closing Date (or, if earlier, the date of termination of employment of an applicable Current Employee), Parent shall, or shall cause one of its Subsidiaries to, provide the individuals who are employed by the Partnership or any of the Partnership Subsidiaries immediately before the Effective Time (the “Current Employees”) and who continue employment during such time period with (i) annual base salary or hourly wage rate (as applicable) that is no less favorable than the annual base salary or hourly wage rate (as applicable) provided to such Current Employees immediately prior to the Sirius-Polaris Merger Effective TimeTime and who remains an employee of New Polaris or any of its Affiliates upon the Sirius-Polaris Merger Effective Time (each, a “New Polaris Continuing Employee”), (iiy) a target annual cash incentive compensation opportunity (expressed any employee of Sirius and the Sirius Subsidiaries who is employed as a percentage of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees immediately prior to the Effective Time, and (iii) employee benefits (excluding any defined benefit and supplemental pensions, retiree or postSirius-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate to the other compensation and employee benefits (subject to the same exclusions) provided to similarly situated employees of Parent and its Subsidiaries. In the event that, following the Polaris Merger Effective Time and until the second anniversary who becomes an employee of the Closing Date, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership New Polaris or any of its affiliates. Parent shall honor Affiliates at the Sirius-Polaris Merger Effective Time (each, a “Sirius Continuing Employee”) or (z) any employee of Constellation and comply withthe Constellation Subsidiaries who is employed as of immediately prior to the Constellation-Polaris Merger Effective Time and who becomes an employee of New Polaris or any of its Affiliates at the Constellation-Polaris Merger Effective Time (each, or cause its applicable Subsidiary to honor a “Constellation Continuing Employee” and comply withcollectively, with the New Polaris Continuing Employees and the Sirius Continuing Employees, the severance agreements set forth “Continuing Employees”) first becomes eligible to participate on Section 5.7(aor after the Applicable Effective Time and in which such Continuing Employee did not participate prior to the Applicable Effective Time, New Polaris shall take commercially reasonable efforts, subject to the approval of any applicable insurance carrier, to (1) cause any pre-existing conditions or limitations and eligibility waiting periods under any group health plans to be waived with respect to the Continuing Employees and their eligible dependents, (2) give each Continuing Employee credit for the plan year in which the Applicable Effective Time occurs towards applicable deductibles and annual out-of-pocket limits for medical expenses incurred prior to the Applicable Effective Time (to the same extent that such credit was given under the analogous Polaris Plan, Constellation Plan or Sirius Plan, as applicable, prior to the Applicable Effective Time), for which payment has been made and (3) give each Continuing Employee service credit for such Continuing Employee’s employment with New Polaris and any of its Affiliates, Sirius and the Partnership Disclosure ScheduleSirius Subsidiaries or Constellation and the Constellation Subsidiaries (or their respective predecessor entities), as applicable, for purposes of vesting, benefit accrual and eligibility to participate under each applicable Benefit Plan (to the extent such service is taken into account under the applicable Benefit Plan), as if such service had been performed with such party, except for benefit accrual under defined benefit pension plans or retiree medical plans, for purposes of qualifying for subsidized early retirement benefits or to the extent it would result in a duplication of benefits.

Employee Matters. (a) Following the Effective Time Time, Newco at its election shall either (i) provide generally to officers and until the first anniversary employees of the Closing Date (orMellon and its Subsidiaries, if earlier, the date of termination of employment of an applicable Current Employee), Parent shall, who at or shall cause one of its Subsidiaries to, provide the individuals who are employed by the Partnership or any of the Partnership Subsidiaries immediately before after the Effective Time become employees of Newco or its Subsidiaries (the “Current Mellon Continuing Employees”), employee benefits under Compensation and Benefit Plans maintained by Newco, on terms and conditions which are the same as for similarly situated officers and employees of BNY and its Subsidiaries, who at or after the Effective Time become employees of Newco or its Subsidiaries (“BNY Continuing Employees”), and/or (ii) maintain for the benefit of the Mellon Continuing Employees, the Compensation and who continue employment during such time period Benefit Plans maintained by Mellon immediately prior to the First Effective Time (“Mellon Plans”); provided that Newco may amend any Mellon Plan to comply with any Law or as necessary and appropriate for other business reasons. Following the First Effective Time, Newco at its election shall either (ix) annual base salary or hourly wage rate provide generally to BNY Continuing Employees, employee benefits under Compensation and Benefit Plans maintained by Newco, on terms and conditions which are the same as for similarly situated Mellon Continuing Employees, and/or (as applicabley) that is no less favorable than maintain for the annual base salary or hourly wage rate (as applicable) provided to such Current Employees benefit of the BNY Continuing Employees, the Compensation and Benefits Plans maintained by BNY immediately prior to the Effective TimeTime (“BNY Plans”); provided that Newco may amend any BNY Plan to comply with any Law or as necessary and appropriate for other business reasons. For purposes of this Section 5.17, (ii) a target annual cash incentive compensation opportunity (expressed Compensation and Benefit Plans maintained by BNY or Mellon are deemed to include Compensation and Benefit Plans maintained by their respective Subsidiaries. As soon as a percentage of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees immediately prior to practicable following the Effective Time, Newco shall review, evaluate and analyze the Mellon Plans and the BNY Plans with a view towards developing appropriate and effective Compensation and Benefit Plans for the benefit of employees of Newco and its Subsidiaries on a going forward basis that does not discriminate between the Mellon Continuing Employees and the BNY Continuing Employees (iii) employee benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectivelytogether, the “Excluded BenefitsContinuing Employees”)) that are substantially comparable in the aggregate to the other compensation and employee benefits (subject to the same exclusions) provided to similarly situated employees of Parent and its Subsidiaries. In the event that, following the Effective Time and until the second anniversary of the Closing Date, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any of its affiliates. Parent shall honor and comply withNewco will honor, or cause its applicable Subsidiary to honor be honored, in accordance with their terms, all vested or accrued benefit obligations to, and comply withcontractual rights of, the severance agreements set forth on Section 5.7(a) Continuing Employees, including, without limitation, any benefits or rights arising as a result of the Partnership Disclosure ScheduleMerger (either alone or in combination with any other event).

Employee Matters. (a) Following Wxxxxxx, as the Effective Time Surviving Corporation, shall provide the employees of Sterling and until the first anniversary of the Closing Date (or, if earlier, the date of termination of employment of an applicable Current Employee), Parent shall, or shall cause one of its Subsidiaries to, provide the individuals who are employed by the Partnership or any as of the Partnership Subsidiaries immediately before the Effective Time (the “Current Continuing Employees”) ), during the period commencing at the Effective Time and who continue employment during such time period ending on the first anniversary thereof (the “Continuation Period”), for so long as they are employed following the Effective Time, with the following: (i) annual base salary or hourly wage rate (wages, as applicable) , that is are no less favorable than the annual base salary or hourly wage rate (as applicable) provided to wages in effect for each such Current Employees Continuing Employee immediately prior to the Effective Time, ; (ii) a target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, opportunities that are no less favorable than those provided to similarly situated employees of Wxxxxxx and its Subsidiaries; provided, that, if the Effective Time occurs in calendar year 2021, the Continuing Employees’ target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were opportunities for such year shall be no less favorable than those provided to each such Current Employees Continuing Employee immediately prior to the Effective Time, ; and (iii) (x) all employee statutory entitlements; and (y) all employee benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change other than severance which will be provided as set forth in control payments or other special or one-time awards (collectively, the “Excluded Benefits”last sentence of this Section 6.6(a)) and other compensation that are substantially comparable in the aggregate to the other compensation and employee benefits (subject to the same exclusions) those provided to similarly situated employees of Parent Wxxxxxx and its Subsidiaries. In the event ; provided, that, with respect to clause (iii), until such time as Wxxxxxx fully integrates the Continuing Employees into its plans, participation in the Sterling Benefit Plans (other than severance) shall be deemed to satisfy the foregoing standards, it being understood that the Continuing Employees may commence participating in the plans of Wxxxxxx and its Subsidiaries on different dates following the Effective Time with respect to different plans. During the Continuation Period, each Continuing Employee who is not party to an individual agreement providing for severance or termination benefits and until is terminated under severance qualifying circumstances shall be provided severance benefits under the second anniversary of the Closing Date, a Current Employee experiences a severance-qualifying termination of employment as described on applicable Sterling Benefit Plan set forth in Section 5.7(a6.6(a) of the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Sterling Disclosure Schedule, subject to such Current Employeeemployee’s execution (and non-revocation) of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure Scheduleclaims.

Employee Matters. (a) Following Buyer may offer employment upon such terms and conditions of employment as Buyer may establish, to certain of the Effective Time and until employees of Employer who primarily perform services with respect to the first anniversary operation of the Business as of the Closing Date; provided, that if, prior to the date which is 180 days after the Closing Date, Buyer terminates the employment of any employee listed on Schedule 5.13(d) employed by Buyer as of the Closing Date other than "for cause" as described in the Summary Plan Description of Telecommunications Inc. Severance Pay Plan effective July 1, 1996 (orthe "Severance Plan"), Buyer shall pay to such terminated employee the severance benefit payments which such employee would have been entitled to receive had it been terminated by Employer as of the Closing Date in an amount and upon such terms as set forth in the Severance Plan (but in no event more than six months' severance benefits for any employee); provided, further, Buyer shall not be required to make any such severance payments with respect to any employee who is hired by TCI or any of its direct or indirect wholly-owned subsidiaries (including Employer) within 45 Business Days of his termination of employment by Buyer. Not later than March 24, 1997, Buyer shall deliver to Seller a notice containing the names of employees of the Business to whom Buyer intends to offer employment on the Closing Date (the "Employee List"); provided, that (i) if earlierthe Closing has not occurred, Buyer may deliver to Seller a notice updating the Employee List on the date which is 150 days after the date of termination of employment of an applicable Current Employee)this Agreement and (ii) if the Termination Date is extended by Seller, Parent shall, or shall cause one of its Subsidiaries to, provide the individuals who are employed by the Partnership or any of the Partnership Subsidiaries immediately before the Effective Time (the “Current Employees”) and who continue employment during such time period with (i) annual base salary or hourly wage rate (as applicable) that is Buyer may deliver to Seller a notice no less favorable later than the annual base salary or hourly wage rate (as applicable) provided to such Current Employees immediately 60 Business Days prior to the Effective Time, (ii) a target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in extended Termination Date updating the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees immediately prior to the Effective Time, and (iii) employee benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate to the other compensation and employee benefits (subject to the same exclusions) provided to similarly situated employees of Parent and its Subsidiaries. In the event that, following the Effective Time and until the second anniversary of the Closing Date, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants)List; provided, however, that any notice delivered by Buyer updating the Employee List shall not be deemed effective if the Closing occurs fewer than 60 Business Days after delivery to Seller of such Current updated Employee is not otherwise entitled List. TCI shall cause Employer to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between terminate the employment of all such Current Employee and the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) employees hired by Buyer as of the Partnership Disclosure ScheduleAdjustment Time. Seller shall undertake to provide to all affected employees and any other necessary persons any notice that may be required under the WARN Act. Except as provided herein, Employer shall retain all liabilities arising prior to the Adjustment Time relating to employees, including severance obligations.

Employee Matters. (a) Following Subject to applicable Law, for a period of one (1) year following the AHL Effective Time and until the first anniversary or such shorter period as an AHL Employee remains an employee of the Closing Date (or, if earlier, the date of termination of employment of an applicable Current Employee), Parent shall, AHL Surviving Entity or shall cause one of its Subsidiaries to, provide following the individuals who are employed by the Partnership or any of the Partnership Subsidiaries immediately before the AHL Effective Time (the “Current EmployeesContinuation Period”), Tango Holdings shall provide, or shall cause AHL Surviving Entity (or in the case of a transfer of all or substantially all the assets and business of AHL Surviving Entity, its successors and assigns) and to provide, to each individual who continue employment during such time period with is employed by AHL or any of its Subsidiaries immediately prior to the AHL Effective Time (i) each, an “AHL Employee”), an annual rate of base salary and total direct target compensation opportunity (base salary plus target annual incentive compensation, but excluding any equity or hourly wage rate (as applicablelong-term incentive compensation) that is are each no less favorable than the annual base salary or hourly wage rate (as applicable) and total direct target compensation opportunity provided to such Current Employees AHL Employee by AHL and any of its Subsidiaries immediately prior to the AHL Effective Time. During the Continuation Period, (ii) a target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) thatTango Holdings shall provide, together in or shall cause AHL Surviving Entity to provide, the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current AHL Employees immediately prior to the Effective Time, and (iii) with employee benefits (excluding any equity or long-term incentive compensation, severance benefits, retiree welfare benefits and defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)pension plans) that are substantially comparable no less favorable in the aggregate to the other compensation and employee benefits (subject to the same exclusions) than those provided to similarly situated employees of Parent Tango Holdings or any of its Subsidiaries. With respect to all employee benefit plans of AHL Surviving Entity and its Subsidiaries. In , including any “employee benefit plan” (as defined in Section 3(3) of ERISA) (including any vacation and paid time-off but excluding any severance, equity or long-term incentive compensation), for purposes of determining eligibility to participate, level of benefits and vesting, each AHL Employee’s service with AHL or any of its Subsidiaries (as well as service with any predecessor employer of AHL or any such Subsidiary, to the event that, following extent service with the predecessor employer was recognized by AHL or such Subsidiary as of the AHL Effective Time and until the second anniversary of the Closing Date, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(ain accordance with past practice) of the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant to treated as service with AHL Surviving Entity or any of its Subsidiaries (or in the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution case of a customary release transfer of all or substantially all the assets and waiver business of claims (which shall not include any restrictive covenantsAHL Surviving Entity, its successors and assigns); provided, however, that such Current Employee is service need not otherwise entitled be recognized to receive severance the extent that such recognition would result in any duplication of benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and for the Partnership or any same period of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure Scheduleservice.

Employee Matters. (a) Following Parent shall, for a period of one (1) year immediately following the later of the Acceptance Time and the Effective Time and until the first anniversary of the Closing Date (orTime, if earlier, the date of termination of employment of an applicable Current Employee), Parent shallprovide, or shall cause one the Surviving Corporation and its Subsidiaries to provide, employees who shall have been employees of the Company or any of its Subsidiaries to, provide at the individuals Acceptance Time who are employed by the Partnership or any continue as employees of the Partnership Company, its Subsidiaries immediately before or the Effective Surviving Corporation following the Acceptance Time (the “Current Company Employees”) with employee benefit plans, programs, policies and who continue employment during such time period with arrangements (i) annual base salary or hourly wage rate (as applicableother than equity-based plans and severance arrangements) that is no less favorable are comparable, in the aggregate, to the employee benefit plans, programs and arrangements (other than the annual base salary or hourly wage rate (as applicableequity-based plans and severance arrangements) provided by the Company and its Subsidiaries to such Current Company Employees immediately prior to the Effective Acceptance Time. Parent shall recognize the service of Company Employees with the Company and its Subsidiaries prior to the Acceptance Time as service with Parent and its Affiliates in connection with any Parent Benefit Plan which is made available to Company Employees following the Acceptance Time for purposes of any waiting period, vesting, eligibility and benefit entitlement where length of service is relevant. Parent shall (i) waive, or cause its insurance carriers to waive, all limitations as to pre-existing conditions, if any, with respect to participation and coverage requirements applicable to Company Employees and their dependents under any Parent Benefit Plan that is a welfare benefit plan (as defined in Section 3(1) of ERISA) which is made available to Company Employees following the Acceptance Time (other than any limitations that were in effect with respect to such employees as of the Acceptance Time under the analogous Company Plan), and (ii) a target annual cash incentive compensation opportunity (expressed as a percentage provide credit to Company Employees and their dependents for any co-payments, deductibles and out-of-pocket expenses paid by such employees under the employee benefit plans, programs or arrangements of base salarythe Company and its Subsidiaries during the portion of the relevant plan year, including the Purchase Date. Parent shall cause the Surviving Corporation and its Subsidiaries to expressly assume and agree to perform any employment, severance or change in control agreement listed in Section 3.11(h) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together the Company Disclosure Letter in the aggregatesame manner and to the same extent that the Company and its Subsidiaries would be required to perform it if the Transactions had not taken place. Notwithstanding anything to the contrary contained herein, are no less favorable than Parent shall honor, and cause the target annual cash incentive compensation opportunity (expressed Surviving Corporation and its Subsidiaries to honor, in accordance with its terms as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees effect immediately prior to the Effective Acceptance Time, and (iii) employee benefits (excluding any defined the 2008 Severance Pay Plan for the benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate to the other compensation and employee benefits (subject to the same exclusions) provided to similarly situated employees of Parent and its Subsidiaries. In the event that, following the Effective Time and until the second anniversary of the Closing Date, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure ScheduleCompany Employees.

Employee Matters. (a) Following From and after the Effective Time, Parent will cause the Surviving Corporation to honor, in accordance with their terms, the employment contracts, severance agreements and similar agreements with officers and employees of the Company and its Subsidiaries set forth in Schedule 6.9 of the Company Disclosure Statement (the "Executive Agreements"); PROVIDED, HOWEVER, that nothing herein shall preclude any change in any Executive Agreement effective on a prospective basis that is permitted pursuant to the terms of this Agreement or the applicable Employee Plan. Company performance in respect of any performance or other programs shall be calculated without taking into account any expenses or costs directly associated with or arising as a result of the transactions contemplated by this Agreement or any non-recurring charges that would not reasonably be expected to have been incurred had the transactions contemplated by this Agreement not occurred. With respect to employees of the Company and its Subsidiaries, the obligations of the Company and its Subsidiaries under the Employee Plans as in effect immediately prior to the Effective Time and until the first anniversary of the Closing Date (or, if earlier, the date of termination of employment of an applicable Current Employee), Parent shall, or shall cause one of its Subsidiaries to, will provide the individuals who employee benefit plans with aggregate employee benefits to Company Employees that are employed by the Partnership or any of the Partnership Subsidiaries immediately before the Effective Time (the “Current Employees”) and who continue employment during such time period with (i) annual base salary or hourly wage rate (as applicable) that is no less favorable than the annual base salary or hourly wage rate (as applicable) aggregate benefits provided to such Current Employees them immediately prior to the Effective TimeTime pursuant to the plans set forth in Schedule 6.9 of the Company Disclosure Statement; PROVIDED THAT Parent at its sole option may provide employee benefits to Company Employees which, (ii) a target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees immediately prior to the Effective Time, and (iii) employee benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate to the other compensation and employee benefits (subject to the same exclusions) provided those applicable to similarly situated employees of Parent. With respect to any plans established by Parent, to the extent a Company Employee becomes eligible to participate in any such plans, Parent shall grant to such Company Employee from and after the Effective Time, credit for all service with the Company and its Subsidiaries. In affiliates and predecessors (and any other service credited by the event that, following Company under similar Employee Plans) prior to the Effective Time for eligibility to participate, benefit accrual and until vesting purposes. To the second anniversary of the Closing Date, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Scheduleextent Parent benefit plans provide medical or dental welfare benefits, such Current plans shall waive any preexisting conditions and actively at-work exclusions with respect to Company Employees (but only to the extent such Company Employees were provided coverage under the Employee Plans) and shall provide that any expenses incurred on or before the Effective Time in the applicable plan year by or on behalf of any Company Employees shall be entitled to severance benefits pursuant to taken into account under the formula set forth on Section 5.7(a) Parent benefit plans for the purposes of the Partnership Disclosure Schedulesatisfying applicable deductible, subject to co-insurance and maximum out-of- pocket provisions for such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure ScheduleCompany Employees.

Employee Matters. (a) Following the Effective Time and until the first anniversary As of the Closing Date (orClosing, if earlierexcept as otherwise contemplated by Section 7.5 of the Asset Purchase Agreement or Exhibit C, the date Business Employees shall cease to be employees of termination of employment of an applicable Current Employee), Parent shall, or shall cause one of its Subsidiaries to, provide the individuals who are employed by the Partnership SunGard Entities or any of their respective Subsidiaries (other than the Partnership Subsidiaries immediately before the Effective Time (the “Current Employees”) and who continue employment during such time period with (i) annual base salary or hourly wage rate (Company Entities), as applicable) that is no less favorable , and shall become or continue to be employees of the Company or its Subsidiaries, as applicable, without any interruption in employment, and the Company or its Subsidiaries shall be the sole employer of the Business Employees at the Closing. At the Closing, the Company Entities shall not employ any individuals other than the annual base salary Business Employees. The Business Employees (including Business Employees covered by the Collective Bargaining Agreement, defined below) shall be entitled to all compensation or hourly wage rate benefits accrued and payable under each SunGard Benefit Plan other than a Company Benefit Plan (as applicableexcluding any SunGard Benefit Plan providing severance or termination pay) provided to such Current Employees immediately prior to the Effective TimeClosing, which shall be paid by the SunGard Entities in accordance with the terms and conditions of such SunGard Benefit Plans. Only to the extent Business Employees are covered by the collective bargaining agreement between the Company and Local 1723/TUCA Chapter, Council 47, American Federation of State, County and Municipal Employees, AFL-CIO, effective July 1, 2010 through June 30, 2013 (ii) a target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) the “Collective Bargaining Agreement”), the Datatel Entities agree that, together in effective at the aggregateClosing, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) Company shall assume and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in be bound by the aggregate, were provided to such Current Employees immediately prior Collective Bargaining Agreement with respect to the Effective Time, applicable Business Employees and (iii) shall provide employee benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate to the other compensation and employee benefits (subject covered Business Employees in accordance with the terms of the Collective Bargaining Agreement or, to the same exclusions) provided to similarly situated employees of Parent extent necessary and its Subsidiaries. In permissible under the event thatCollective Bargaining Agreement, following the Effective Time and until the second anniversary of the Closing Date, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure Scheduleprovide substantially equivalent benefits.

Employee Matters. (a) Following Lincoln agrees that those employees of FSB or First Bank who become employees of Lincoln or its Subsidiaries, on the Effective Time and until the first anniversary of the Closing Date (or"Former FSB Employees"), if earlier, while they remain employees of Lincoln or its Subsidiaries after the date of termination Effective Date will be provided with benefits under employee benefit plans during their period of employment which are no less favorable in the aggregate than those provided by Lincoln to similarly situated employees of an applicable Current Employee)Lincoln and its Subsidiaries, Parent shallexcept as otherwise provided herein. Except as hereinafter provided, at the Effective Time, Lincoln will amend or shall cause one to be amended each employee benefit and welfare plan of Lincoln and its Subsidiaries toin which Former FSB Employees are eligible to participate, provide to the individuals who are employed by the Partnership or any extent necessary, so that as of the Partnership Subsidiaries immediately before the Effective Time (the “Current Employees”) and who continue employment during such time period with (i) annual base salary such plans take into account for purposes of eligibility, participation, vesting, and benefit accrual (except that there shall not be any benefit accrual for past service under any qualified defined benefit pension plan), the service of such employees with FSB and First Bank as if such service were with Lincoln and its Subsidiaries, (ii) Former FSB Employees are not subject to any waiting periods or hourly wage rate pre-existing condition limitations under the medical, dental and health plans of Lincoln or its Subsidiaries in which they are eligible to participate and may commence participation in such plans on the Effective Date, (iii) Former FSB Employees will retain credit for unused sick leave and vacation pay which has been accrued as applicable) that is no less favorable than the annual base salary or hourly wage rate (as applicable) provided to such Current Employees immediately prior to of the Effective Time, (iiiv) a target annual cash incentive compensation opportunity (expressed as a percentage for purposes of base salary) determining the entitlement of Former FSB Employees to sick leave and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees immediately prior to vacation pay following the Effective Time, the service of such employees with FSB and (iii) employee benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate to the other compensation and employee benefits (subject to the same exclusions) provided to similarly situated employees of Parent First Bank shall be treated as if such service were with Lincoln and its Subsidiaries. In ; and (v) former FSB Employees are first eligible to participate and will commence participation in the event that, following Lincoln Bank 401(k) Plan on the Effective Time and until Date. Notwithstanding the second anniversary of the Closing Dateforegoing, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current Employee no Former FSB Employees shall be entitled eligible to severance benefits pursuant to participate in Lincoln Bank's Financial Institutions Retirement Fund as Lincoln Bank agrees that it will freeze or terminate that plan as soon as practicable after the formula set forth on Section 5.7(a) of the Partnership Disclosure Scheduledate hereof, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any entry date of its affiliates. Parent Former FSB Employees into the Lincoln Bancorp Employee Stock Ownership Plan and Trust shall honor and comply withbe January 1, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure Schedule2005.

Employee Matters. (aSimultaneously with the Merger, the Surviving Corporation shall assume all employment agreements and termination benefit agreements and arrangements which are in effect at Company on the date hereof. The Company and Parent agree to cooperate and take such reasonable actions as may be required to effect an orderly transition of benefits coverage under Company's 401(k) Following plan, including but not limited to, termination of such plan. As of the Effective Time, the Surviving Corporation shall honor and satisfy all obligations and liabilities with respect to the Company Benefit Plans. Notwithstanding the foregoing, the Surviving Corporation shall not be required to continue any particular Company Benefit Plan after the Effective Time, and any Company Benefit Plan may be amended or terminated in accordance with its terms and applicable law. To the extent that any Company Benefit Plan is terminated or amended after the Effective Time and until so as to reduce the first anniversary benefits that are then being provided with respect to participants thereunder, Surviving Corporation shall arrange for each individual who is then a participant in such terminated or amended plan to participate in a comparable benefit plan maintained by Surviving Corporation in accordance with the eligibility criteria thereof. All welfare benefit plans of the Closing Date (or, if earlier, Parent or the date of termination of employment of an applicable Current Employee), Parent shall, or shall cause one of its Subsidiaries to, provide Surviving Corporation in which the individuals who are employed by the Partnership or any of the Partnership Subsidiaries immediately before Company's employees participate after the Effective Time (shall provide coverage for preexisting health conditions to the “Current Employees”) same extent those conditions were covered under the applicable plans or programs of the Company as of the Effective Time, and who continue employment during all limitations as to pre-existing conditions, exclusions and waiting periods shall accordingly be waived with respect to participation and coverage under those plans, other than limitations or waiting periods already in effect with respect to one or more Company employees which had not been satisfied as of the Effective Time under any welfare plan maintained for such time period with (i) annual base salary or hourly wage rate (as applicable) that is no less favorable than the annual base salary or hourly wage rate (as applicable) provided to such Current Employees Company employees immediately prior to the Effective Time. In addition, (ii) a target annual cash incentive compensation opportunity (expressed as a percentage under each such welfare benefit plan of base salary) the Parent or the Surviving Corporation, the outstanding claims and a target long-term incentive compensation opportunity (expressed as a percentage expenses incurred by the Company's employees under each corresponding welfare benefit plan of base salary) thatthe Company for the portion of the plan year preceding the Effective Time shall be recognized, together in and the aggregateCompany's employees shall be given credit for amounts paid by them under each corresponding benefit plan of the Company, are no less favorable than for the target annual cash incentive compensation opportunity (expressed as a percentage portion of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees immediately prior to plan year preceding the Effective Time, for purposes of applying deductibles, co-payments and (iii) employee benefits (excluding any defined benefit out-of-pocket maximums as though such amounts had been paid in accordance with the terms and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate to the other compensation and employee benefits (subject to the same exclusions) provided to similarly situated employees of Parent and its Subsidiaries. In the event that, following the Effective Time and until the second anniversary conditions of the Closing Date, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) successor welfare benefit plan of the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant to Parent or the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure ScheduleSurviving Corporation.

Employee Matters. (a) Following From and after the Effective Time Time, ---------------- the employee benefit plans and until the first anniversary programs to be provided to employees of the Closing Date (or, if earlier, the date HFP as of termination of employment of an applicable Current Employee), Parent shall, or shall cause one of its Subsidiaries to, provide the individuals who are employed by the Partnership or any of the Partnership Subsidiaries immediately before the Effective Time ("HFP Employees") shall be the “Current Employees”) benefit plans and who continue employment during such time period with (i) annual base salary or hourly wage rate (as applicable) that is no less favorable than the annual base salary or hourly wage rate (as applicable) provided to such Current Employees immediately prior to the Effective Time, (ii) a target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees immediately prior to the Effective Time, and (iii) employee benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate to the other compensation and employee benefits (subject to the same exclusions) programs provided to similarly situated employees of Parent Xxxxxx. For purposes of all employee benefit plans, programs or arrangements maintained, sponsored or contributed to by Xxxxxx or its affiliates, in which HFP Employees shall be eligible to participate, Xxxxxx shall cause each such plan, program or arrangement to treat the prior service of each HFP Employee with HFP or its affiliates as service rendered to Xxxxxx or its affiliates for purposes of eligibility, vesting and benefits accruals (but not for purposes of benefit accruals under any defined benefit pension plan). From and after the Effective Time, Xxxxxx shall (i) cause any pre-existing conditions or limitations and eligibility waiting periods under any group health plans of Xxxxxx or its Subsidiaries. In affiliates to be waived with respect to HFP Employees and their eligible dependents and (ii) give each HFP Employee credit for the event that, following plan year in which the Effective Time (or the transition from HFP Benefit Plans to the Plans of Xxxxxx or its affiliates) occurs towards applicable deductibles and until annual out-of- pocket limits for expenses incurred prior to the second anniversary of Effective Time (or such other transition date). From and after the Closing DateEffective Time, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) of Xxxxxx shall, or shall cause the Partnership Disclosure ScheduleSurviving Corporation, such Current Employee shall be entitled to severance benefits honor, pursuant to the formula terms of the HFP Benefit Plans, all accrued or vested benefit obligations to current and former employees of HFP or its affiliates under the HFP Benefit Plans. From and after the Effective Time, Xxxxxx will or will cause the Surviving Corporation to retain those existing employees reasonably required by management of HFP for the conduct of the business of the Surviving Corporation after the Effective Time. Notwithstanding anything contained in this Agreement to the contrary, Xxxxxx or the Surviving Corporation, as the case may be, shall take or cause to be taken all actions necessary to effectuate the items set forth on Section 5.7(a) in Schedule A of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure HFP Schedule.

Employee Matters. (a) Following During the period commencing at the Effective Time and until ending on the first anniversary of the Closing Date (or, if earlier, the date of termination of employment of an applicable Current Employee)Effective Time, Parent shallshall provide, or shall cause one the Surviving Corporation to provide, to each employee of the Company or its Subsidiaries to, provide the individuals who are continues to be employed by Parent or the Partnership Surviving Corporation or any of the Partnership their respective Subsidiaries immediately before following the Effective Time (collectively, the “Current Company Employees”) and who continue employment for so long as such Company Employee remains employed by Parent or the Surviving Corporation during such time period with period, (i) annual a base salary or hourly base wage rate (as applicable) that is no less favorable than the annual base salary or hourly wage rate (as applicable) that provided to such Current Employees Company Employee immediately prior to the Effective Time, (ii) a target annual cash incentive compensation opportunity (expressed as a percentage Target Cash Bonus Opportunity, with the actual amount of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided any Performance Bonus paid to such Current Employees Company Employee to be determined by the business unit leader for the legacy Company business, subject to the review and approval (not to be unreasonably withheld) by the Parent Chief Executive Officer, Chief Financial Officer and Chief Human Resources Officer, or, if applicable, Target Commission Opportunity, (iii) a Target Equity Incentive Opportunity, (iv) continued eligibility (to the extent that such Company Employee was eligible immediately prior to the Effective Time) for the Company’s sabbatical program on the terms set forth on Section 5.5(a)-2 of the Company Disclosure Schedule, and (iiiv) aggregate employee benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change benefits provided for in control payments or other special or one-time awards (collectively, the “Excluded Benefits”Section 5.5(a)(i)-(iv)) that are substantially comparable in the aggregate to those provided to such Company Employee immediately prior the other compensation Effective Time; provided that, notwithstanding the foregoing, (x) the Company Employees will be eligible to participate in the severance plan maintained by Parent with the material terms set forth on Section 5.5(a)-1 of the Company Disclosure Schedule (the “Parent Severance Plan”) and employee benefits (subject y) Parent may cause the Company Employees to commence participation in Parent’s 401(k) plan and/or Parent’s plans providing for medical, dental and vision insurance benefits, on terms that are the same exclusions) as those provided to similarly situated employees of Parent and its Subsidiaries. In , prior to the event that, following the Effective Time and until the second first anniversary of the Closing DateEffective Time. In addition, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) of without limiting the Partnership Disclosure Scheduleforegoing, such Current Employee from and after the Effective Time, Parent shall be entitled to severance benefits pursuant to honor, fulfill and assume all the formula obligations under the Company Benefit Plans set forth on Section 5.7(a) 5.5(a)-2 of the Partnership Company Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and accordance with their terms on the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure Scheduledate hereof.

Employee Matters. (a) Following the Effective Time and until the first anniversary For a period of twelve (12) months following the Closing Date (or, if earlier, the date of termination of employment of an applicable Current Employee“Continuation Period”), Parent shall, or shall cause one of its Subsidiaries Affiliates (including the Company and the Company Subsidiaries) to, provide the individuals each employee who are is employed by the Partnership Company or any Company Subsidiary on the Closing Date (including any employee on vacation, leave of absence or short- or long-term disability) and who remains employed with the Partnership Subsidiaries immediately before the Effective Time Parent or its Affiliates (the collectively, “Current Continuing Employees”) and who continue employment during such time period with (i) annual a base salary or hourly wage rate (rate, as applicable) , and target annual bonus, commission and other short-term cash incentive opportunities that is are, in each case, no less favorable than the annual base salary or hourly wage rate (as applicable) those being provided to each such Current Employees Continuing Employee immediately prior to the Effective Time, Closing; and (ii) a target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees immediately prior to the Effective Time, and (iii) employee benefits (excluding any defined benefit and supplemental pensionspension, retiree or post-termination health or welfare benefitswelfare, and retention or retention, change in control payments control, or transaction-based, equity-based and other special long-term cash incentive compensation opportunities or one-time awards (collectively, the “Excluded Benefits”)benefits) that are either (A) substantially comparable in the aggregate to the other compensation and employee benefits (subject provided to each such Continuing Employee immediately prior to the Closing or (B) the same exclusions) as the employee benefits provided by Parent and its Affiliates to similarly situated employees of Parent and its SubsidiariesAffiliates. In Notwithstanding the event that, following the Effective Time and until the second anniversary generality of the Closing Dateforegoing, a Current with respect to any Continuing Employee experiences a severance-qualifying termination whose employment is terminated by Parent or any of employment as described on Section 5.7(aits Affiliates (including the Company and the Company Subsidiaries) of during the Partnership Disclosure ScheduleContinuation Period, Parent shall provide, or shall cause its Affiliates (including the Company and the Company Subsidiaries) to provide, severance benefits to such Current Employee Continuing Employee, which shall be entitled to determined and payable in accordance with the applicable severance benefits pursuant benefit plan, agreement or informal policy maintained by the Company or the Company Subsidiary for the benefit of such Continuing Employee immediately prior to the formula Closing and as set forth on Section 5.7(a6.8(a)(ii) of the Partnership Company Disclosure ScheduleLetter, subject to such Current Employee’s execution taking into account all service with Parent, the Company, the Company Subsidiaries and any of a customary release and waiver their respective Affiliates in determining the amount of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure Schedulepayable.

Employee Matters. (a) Following Purchaser agrees that Purchaser shall provide, or shall cause to be provided, with respect to each Business Employee who continues to remain employed with the Bank and the Transferred Subsidiaries following the Effective Time (each, a “Continuing Employee”), (i) during the period commencing at the Effective Time and until ending on the first one (1) year anniversary of the Closing Date Date, (or, if earlier, the date of termination of employment of an applicable Current Employee), Parent shall, or shall cause one of its Subsidiaries to, provide the individuals who are employed by the Partnership or any of the Partnership Subsidiaries immediately before the Effective Time (the “Current Employees”x) and who continue employment during such time period with (i) annual base salary or hourly wage rate (base wage, as applicable) that , which is no less favorable than that provided by the annual base salary or hourly wage rate (as applicable) provided to such Current Employees Bank and the Transferred Subsidiaries immediately prior to the Effective TimeTime to each such Continuing Employee, (iiy) a target annual cash incentive total compensation opportunity opportunities (expressed other than base salary or base wage, as a percentage applicable, which are subject to the foregoing clause (x)), subject to the achievement of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) thatapplicable performance metrics, together which are no less favorable in the aggregateaggregate than the total compensation opportunities (other than base salary or base wage, as applicable, which are subject to the foregoing clause (x)), subject to the achievement of applicable performance metrics, provided by the Bank and the Transferred Subsidiaries immediately prior to the Effective Time to each such Continuing Employee, and (z) subject to the applicable Continuing Employee’s execution and non-revocation of a release of claims, severance benefits that are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) severance benefits provided by the Bank and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees Transferred Subsidiaries immediately prior to the Effective TimeTime to each such Continuing Employee as such benefits are set forth on Section 5.10(a) of the Sellers’ Disclosure Schedule, and (iiiii) employee during the period commencing at the Effective Time and ending on December 31 of the calendar year in which the Effective Time occurs, other benefits (excluding any defined benefit including, but not limited to, pension, welfare and supplemental pensions, retiree or post-termination health or welfare paid time off benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate to those provided by the other compensation Bank and the Transferred Subsidiaries immediately prior to the Effective Time to each such Continuing Employee. (b) To the extent permitted by applicable Law, for purposes of vesting, benefit accrual, vacation and sick time credit and eligibility to participate under the employee benefit plans, programs and policies of Purchaser and its Subsidiaries which may provide benefits to any Continuing Employee after the Effective Time (subject the “New Plans”) and the Benefit Plans, each Continuing Employee shall be credited with his or her years of service with Sellers, the Bank and the Transferred Subsidiaries and their respective predecessors or Affiliates before the Effective Time, to the same exclusions) provided to similarly situated employees of Parent and its Subsidiaries. In the event thatextent as such Continuing Employee was entitled, following before the Effective Time and until the second anniversary of the Closing Date, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure Schedule.Time,

Employee Matters. (a) Following During the period commencing at the Effective Time and until ending on the first eighteen (18) month anniversary of the Closing Date (orEffective Time, if earlier, the date of termination of employment of an applicable Current Employee), Parent Purchaser shall, or shall cause one the Surviving Corporation to, provide each employee who is actively employed by Company and its Subsidiaries on the Closing Date (each a “Continuing Employee”) while employed by Purchaser or any of its Subsidiaries to, provide the individuals who are employed by the Partnership or any of the Partnership Subsidiaries immediately before following the Effective Time (the “Current Employees”) and who continue employment during such time period with with: (i) annual base salary or hourly wage rate (as applicable) that is no less favorable than the annual and bonus opportunities consistent with base salary or hourly wage rate (as applicable) and bonus opportunities provided to such Current Employees immediately prior to the Effective Time, Purchaser employees who perform similar roles and have similar responsibilities; and (ii) a target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) thatemployee benefits which, together in the aggregate, are no less favorable than employee benefits provided by Purchaser to similarly situated employees of Purchaser; provided, however, that until such time as Purchaser shall cause Continuing Employees to participate in the target annual cash incentive compensation opportunity benefit plans of Purchaser, a Continuing Employees continued participation in the Employee Benefit Plans shall be deemed to satisfy the foregoing provision of this sentence (expressed it being understood that participation in Purchaser benefit plans may commence at different times with respect to each Employee Benefit Plan). Accordingly, Company shall cooperate with Purchaser to ensure that from the Closing Date through the next open enrollment date for Purchaser’s group health, dental, vision and life insurance plans, the Continuing Employees shall continue to be covered by Company’s group health, dental, vision and life insurance plans; provided, however, that Company shall terminate, effective as a percentage of base salarythe Effective Time, its plans and programs with respect to long term care and health savings accounts. Without limiting the generality of the foregoing, Purchaser shall, or shall cause the Surviving Company to, maintain the severance policy of Company and its Subsidiaries applicable to Continuing Employees without amendment during the one-year period following the Effective Time (the “Company Severance Plan”) and target long-term incentive compensation opportunity provide each Continuing Employee who is not party to an individual employment or change of control agreement at the time of his or her termination of employment whose employment is terminated (expressed as other than under circumstances that constitute a percentage of base salarytermination for “cause”) that, together in with the aggregate, were provided severance payments and benefits to such Current Employees which the Continuing Employee would have been entitled under the Company Severance Plan immediately prior to the Effective Time, and (iii) employee benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, taking into account the “Excluded Benefits”)) that are substantially comparable in the aggregate to the other compensation and employee benefits (subject to the same exclusions) provided to similarly situated employees Continuing Employee’s length of Parent service with Company and its Subsidiaries. In the event that, following the Effective Time and until the second anniversary of the Closing Date, a Current Employee experiences a severance-qualifying termination of employment Subsidiaries as described on provided in Section 5.7(a) of the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants6.5(b); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure Schedule.

Employee Matters. (a) Following the Effective Time and until the first anniversary of the Closing Date (or, if earlier, the date of termination of employment of an applicable Current Employee), Parent shallAll individuals employed by, or shall cause one on an authorized leave of its Subsidiaries toabsence from, provide the individuals who are employed by the Partnership or any of the Partnership Subsidiaries Seller immediately before the Effective Time (collectively, the “Current Covered Employees”) shall automatically become employees of the Surviving Bank and who continue employment during such time period with (i) annual its affiliates as of the Effective Time. Immediately following the Effective Time, Buyer shall, or shall cause the Surviving Bank to, provide to those Covered Employees employee benefits, rates of base salary or hourly wage rate (as applicable) and annual bonus opportunities that is no less favorable than are substantially similar, in the annual aggregate, to the aggregate rates of base salary or hourly wage rate (as applicable) provided to such Current Employees immediately prior to and the Effective Time, (ii) a target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees immediately prior to the Effective Time, and (iii) aggregate employee benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate to the other compensation and employee benefits (subject to the same exclusions) annual bonus opportunities provided to similarly situated employees of Parent and its Subsidiaries. In the event that, following the Effective Time and until the second anniversary of the Closing Date, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants)NewBridge Bank; provided, however, that such Current Employee is not otherwise entitled that, notwithstanding the foregoing, nothing contained herein shall (i) be treated as an amendment of any particular Seller Benefit Plan, (ii) give any third party any right to receive severance benefits under any employmentenforce the provisions of this Section 6.5, severance, change in control, retention or similar agreement or arrangement between such Current Employee and (iii) limit the Partnership right of Buyer or any of its affiliatesSubsidiaries to terminate the employment of any Covered Employee at any time or require Buyer or any of its Subsidiaries to provide any such employee benefits, rates of base salary or hourly wage or annual bonus opportunities for any period following any such termination or (iv) obligate Seller, Buyer or any of their respective Subsidiaries to (A) maintain any particular Seller Benefit Plan or (B) retain the employment of any particular Covered Employee. Parent Each Covered Employee shall honor be given credit for his or her full years of service with Seller for purposes of (i) entitlement to vacation and comply withsick leave and for participation in all NewBridge Bank welfare, or cause its applicable Subsidiary to honor insurance and comply withother fringe benefit plans, the severance agreements set forth on Section 5.7(aand (ii) of the Partnership Disclosure Scheduleeligibility for participation and vesting in NewBridge Bank’s 401(k) and pension plans.

Employee Matters. (a) Following Parent shall take such action as may be necessary so that at the Effective Time Time, and until for one year thereafter, for the first anniversary of the Closing Date (or, if earlier, the date of termination of employment of an applicable Current Employee), Parent shall, or shall cause one of its Subsidiaries to, provide the individuals officers and employees who are employed by the Partnership Company or any of the Partnership its Subsidiaries immediately before as of the Effective Time (collectively, the “Current Employees”) and who continue employment during such time period with remain employed after the Closing by Parent or any of its Affiliates, including the Company or its Subsidiaries (icollectively, the “Parent Group”), are provided base salary, base wages and annual and incentive compensation opportunities and employee benefits (excluding defined benefit, retiree health and equity-based compensation arrangements) annual base salary that, in the aggregate, are substantially comparable to those made available by the Company or hourly wage rate (as applicable) that is no less favorable than the annual base salary or hourly wage rate (as applicable) provided its applicable Subsidiary to such Current Employees officers and employees immediately prior to the Effective Time. To the extent not duplicative of benefits, (ii) a target annual cash incentive compensation opportunity (expressed as a percentage for purposes of base salary) eligibility to participate, calculation of benefits and a target long-term incentive compensation opportunity (expressed as a percentage vesting in all benefits provided by the Parent Group to the Employees, the Employees will be credited under any applicable Parent Group employee benefit plan with their years of base salary) that, together in benefits eligibility service with the aggregate, are no less favorable than Company and its Subsidiaries and any predecessors thereof to the target annual cash incentive compensation opportunity (expressed as a percentage extent such service was so recognized under analogous Employee Benefit Plans of base salary) the Company and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees immediately its Subsidiaries prior to the Effective Time, . The eligibility of any Employee to participate in any welfare benefit plan or program of the Parent Group shall not be subject to any exclusions for any pre-existing conditions if such individual had met the participation requirements of similar benefit plans and (iii) employee benefits (excluding any defined benefit programs of the Company and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate its Subsidiaries prior to the other compensation Effective Time. Amounts paid before the Effective Time by Employees under any health plans of the Company or its Subsidiaries shall, after the Effective Time, be taken into account in applying deductible and employee benefits (subject out-of-pocket limits applicable under the health plans of the Parent Group to the same exclusions) provided to similarly situated employees of Parent and its Subsidiaries. In the event thatextent as if such amounts had, following the Effective Time and until the second anniversary when paid, been paid under such health plans of the Closing Date, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure ScheduleGroup.

Employee Matters. (a) Following With respect to any employee benefit plans of Dimensional or the Surviving Corporation in which any Company Employees covered by such employee benefit plans at the Effective Time and until the first anniversary of the Closing Date (or, if earlierwhether or not such covered employees have then satisfied waiting periods or other preconditions to participation under such plans) (collectively, the date of termination of employment of an applicable Current Employee)“Covered Company Employees”) first become eligible to participate on or after the Effective Time, Parent shall, or shall cause one of its Subsidiaries to, provide and in which the individuals who are employed by the Partnership or any of the Partnership Subsidiaries immediately before Continuing Employees did not participate prior to the Effective Time (the “Current EmployeesPost-Closing Plans”) and who continue employment during such time period with ), Dimensional or the Surviving Corporation, as the case may be, shall: (i) annual base salary waive all pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Covered Company Employees and their eligible dependents under any Post-Closing Plans in which such employees may be eligible to participate after the Effective Time, except to the extent such pre-existing conditions, exclusions or hourly wage rate waiting periods under the analogous pre-Effective Time employee benefit plan had not been satisfied or completed as of the Effective Time; (as applicableii) that is no less favorable than the annual base salary provide each Covered Company Employee and his or hourly wage rate (as applicable) provided to such Current Employees immediately her eligible dependents with credit for any co-payments and deductibles paid prior to the Effective Time under the analogous pre-Effective Time employee benefit plan in satisfying any applicable deductible or out-of-pocket requirements under any Post-Closing Plans in which such employees may be eligible to participate after the Effective Time; and (iii) recognize all service of the Covered Company Employees with the Company and its Subsidiaries, and their respective affiliates, for all purposes (iiincluding, without limitation, purposes of eligibility to participate, vesting credit, entitlement to benefits, and, except with respect to defined benefit pension plans, benefit accrual) a target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and a target longin any Post-term incentive compensation opportunity (expressed as a percentage of base salary) that, together Closing Plan in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided which such Covered Company Employees may be eligible to such Current Employees immediately prior to participate after the Effective Time, and (iii) employee benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate to the other compensation and employee benefits (subject extent such service is taken into account under the applicable Post-Closing Plan; provided that the foregoing shall not apply to the same exclusions) provided to similarly situated employees extent it would result in duplication of Parent and its Subsidiaries. In the event that, following the Effective Time and until the second anniversary of the Closing Date, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure Schedulebenefits.

Employee Matters. (a) Following From and after the Effective Time and until the first anniversary of the Closing Date (or, if earlierTime, the date of termination of employment of an applicable Current Employee), Parent Surviving Corporation shall, or and Parent shall cause one of its Subsidiaries the Surviving Corporation to, provide honor all Company Benefit Plans in accordance with their terms as in effect immediately prior to the individuals who are employed by Effective Time. During the Partnership or any of the Partnership Subsidiaries immediately before one-year period following the Effective Time (the “Current EmployeesContinuation Period”), Parent shall provide, or shall cause to be provided, to each employee of the Company and its Subsidiaries who continues to be employed by Parent or its Subsidiaries (including the Surviving Corporation and its Subsidiaries) and who continue employment during such time period immediately following the Effective Time (each, a “Continuing Employee”), with (i) annual a base salary or hourly wage rate (as applicable) that is no less favorable than at least equal to the annual base salary or hourly wage rate (as applicable) provided to each such Current Employees Continuing Employee immediately prior to the Effective TimeClosing Date, (ii) a target annual commission, cash incentive compensation opportunity (expressed as a percentage of base salary) bonus and a target long-term incentive compensation opportunity (expressed opportunities, as a percentage of base salary) thatapplicable, together in the aggregate, that are no less favorable than the target annual commission, cash incentive compensation opportunity (expressed as a percentage of base salary) bonus and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were opportunities provided to each such Current Employees Continuing Employee immediately prior to the Effective TimeClosing Date (except that no equity-based compensation shall be considered or taken into account for purposes of determining whether opportunities are no less favorable), and (iii) employee benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable no less favorable in the aggregate than the employee benefits provided to each such Continuing Employee immediately prior to the other compensation Closing Date. In addition and employee notwithstanding anything to the contrary in the foregoing two sentences, during the Continuation Period (or such longer period as may be required by applicable Law), Parent shall provide, or shall cause to be provided, to each Continuing Employee identified on Section 7.04(a) of the Company Disclosure Letter whose employment is terminated without Cause (as defined in Section 7.04(a) of the Company Disclosure Letter) during such period with the severance benefits (set forth in Section 7.04(a) of the Company Disclosure Letter; provided that the receipt of any such severance shall be conditioned upon and subject to the same exclusionsexecution (and non-revocation) provided to similarly situated employees by such employee of a customary release of claims in favor of Parent and its Subsidiaries. In Affiliates (in substantially the event that, following form used by the Effective Time and until the second anniversary Company as of the Closing Datedate hereof with respect to terminations of employment, a Current Employee experiences a severance-qualifying termination copy of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current Employee shall be entitled which has been made available to severance benefits pursuant Parent prior to the formula set forth on Section 5.7(adate hereof) (a “Release of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenantsClaims”); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure Schedule.

Employee Matters. From and after the Effective Time, TCI will cause the Surviving Corporation to honor, in accordance with their terms, the executive, employment and other agreements and arrangements relating to officers and employees of the Company set forth in Schedule 3.6 (athe "Executive Agreements") Following and all the Company Plans; provided, however, that nothing herein shall preclude any change in any Executive Agreement or Company Plan effective on a prospective basis that is permitted pursuant to the terms of the applicable Executive Agreement or Company Plan. Company performance in respect of any performance or other programs shall be calculated without taking into account any expenses or costs directly associated with or arising as a result of the transactions contemplated by this Agreement or any non-recurring charges that would not reasonably be expected to have been incurred had the transactions contemplated by this Agreement not occurred. With respect to employees of the Company, TCI shall assume the obligations of the Company under the Company Plans as in effect immediately prior to the Effective Time and until the first anniversary of the Closing Date (or, if earlier, the date of termination of employment of an applicable Current Employee), Parent shall, or shall cause one of its Subsidiaries to, will provide the individuals who employee benefit plans with aggregate employee benefits to Company employees that are employed by the Partnership or any of the Partnership Subsidiaries immediately before the Effective Time (the “Current Employees”) and who continue employment during such time period with (i) annual base salary or hourly wage rate (as applicable) that is no less favorable than the annual base salary or hourly wage rate (as applicable) aggregate benefits provided to such Current Employees them immediately prior to the Effective Time; provided that TCI at its sole option may provide employee benefits to Company employees which, (ii) a target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, are no less favorable than those applicable to similarly situated employees of TCI. With respect to any plans established by TCI, to the target annual cash incentive compensation opportunity (expressed as extent a percentage Company employee becomes eligible to participate in any such plans by virtue of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) thatthe Merger, together in the aggregate, were provided TCI shall grant to such Current Employees immediately Company employee from after the Effective Time, credit for all service with the Company and its affiliates and predecessors (and any other service credited by the Company under similar Company Plans) prior to the Effective Time for eligibility to participate, benefit accrual and vesting purposes, including for purposes of eligibility and participation under TCI's severance policies and plans, including the calculation of such employee's "Years of Continuous Service," to the extent such service was credited under the Company Plans on the Closing Date, and Company employees shall not be subject to any waiting periods or limitations on benefits for pre-existing conditions under such TCI plans, including any group health and disability plans, except to the extent such employees were subject to such limitations under the Company Plans or were eligible to participate in such TCI plans prior to the Effective Time, and (iii) employee benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change . TCI further agrees to maintain the Company's severance plans as in control payments or other special or one-time awards (collectively, effect on the “Excluded Benefits”)) that are substantially comparable in the aggregate to the other compensation and employee benefits (subject to the same exclusions) provided to similarly situated employees date hereof for a period of Parent and its Subsidiaries. In the event that, following two years from the Effective Time and until Time, without adverse amendment, for the second anniversary benefit of the Closing Date, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure ScheduleCompany employees.

Employee Matters. Each Group Company (ai) Following has complied in all material aspects with all applicable employment and labor laws, employment practices generally applied to other entities in similar industry as such Group Company in the Effective Time and until the first anniversary of the Closing Date (or, if earlierjurisdiction where such Group Company is incorporated, the date terms and conditions of termination employment, in each case, with respect to its employees, except for the accrued amounts for the underpaid employment benefit payments disclosed in Section 3.22 of employment Disclosure Schedule, for which each Group Company has made adequate provisions on its books of an account and which are included in Financial Statements; (ii) has withheld and reported all amounts required by any applicable Current Employee)law or any contract or agreement to be withheld and reported with respect to wages, Parent shall, salaries and other payments to employees; (iii) is not liable for any arrears of wages or shall cause one of its Subsidiaries to, provide the individuals who are employed by the Partnership any taxes or any penalty for failure to comply with any of the Partnership Subsidiaries immediately before foregoing; and (iv) other than as required by law, is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees. The Group Companies are not aware that any Key Employee nor any senior officer of any Group Company intends to terminate their employment with any Group Company, nor does any Group Company have a present intention to terminate the Effective Time employment of any Key Employee or any senior officer of any Group Company. The Group Companies are not party to or bound by any currently effective incentive plan, profit sharing plan, retirement agreement or other employee compensation agreement, except the Company’s 2008 Stock Issuing Plan adopted in June 2008, 2009 Employee Stock Incentive Plan adopted in February 2009, 2010 Employee Stock Incentive Plan adopted in March 2010, 2011 Employee Stock Incentive Plan and 2011 Special Employee Stock Incentive Plan adopted in April 2011. All of the employees of the Group Companies are subject to written employment agreements that specify their position, payment of compensation and the terms and conditions of employment (the “Current Employees”) including confidentiality, non-compete and who continue employment during such time period with (i) annual base salary or hourly wage rate (as applicable) non-solicitation provisions that is no less favorable than the annual base salary or hourly wage rate (as applicable) provided to such Current Employees immediately prior are customarily applied to the Effective Time, (ii) a target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together positions in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees immediately prior to the Effective Time, and (iii) employee benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate to the other compensation and employee benefits (subject to the same exclusions) provided to similarly situated employees of Parent and its Subsidiaries. In the event that, following the Effective Time and until the second anniversary industry of the Closing Date, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, Group Companies similar to those held by such Current Employee shall be entitled to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenantsemployees); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure Schedule.

Employee Matters. (a) Following Huntington shall provide the Effective Time employees of FirstMerit and until the first anniversary of the Closing Date (or, if earlier, the date of termination of employment of an applicable Current Employee), Parent shall, or shall cause one of its Subsidiaries to, provide the individuals who are employed by the Partnership or any as of the Partnership Subsidiaries immediately before the Effective Time (the “Current Continuing Employees”) and who continue employment during such time period ), for so long as they are employed following the Effective Time, with the following: (i) during the period commencing at the Effective Time and ending on December 31, 2016, annual base salary or hourly wage rate (wages, as applicable, and target incentive opportunities (including equity-based awards) that is are no less favorable than the annual base salary or hourly wage rate (wages, as applicable) provided to , and target incentive opportunities in effect for each such Current Employees employee immediately prior to the Effective Time, (ii) a target annual cash incentive compensation opportunity (expressed as a percentage during the period commencing on January 1, 2017 and ending on the first anniversary of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees immediately prior to the Effective Time, annual base salary, wages and target incentive opportunities (iii) employee benefits (excluding any defined benefit and supplemental pensions, retiree or postincluding equity-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)based awards) that are substantially comparable in the aggregate to the other compensation and employee benefits (subject to the same exclusions) those provided to similarly situated employees of Parent Huntington and its Subsidiaries. In , and (iii) during the event thatperiod commencing at the Effective Time and ending on the first anniversary thereof, employee benefits that are substantially comparable in the aggregate to those provided to similarly situated employees of Huntington and its Subsidiaries (excluding any frozen benefit plans of Huntington and its Subsidiaries or benefit plans that exclusively provide benefits to grandfathered employees of Huntington and its Subsidiaries); provided, that until such time as Huntington fully integrates the Continuing Employees into its plans, participation in the FirstMerit Benefit Plans shall be deemed to satisfy the foregoing standards, it being understood that the Continuing Employees may commence participating in the plans of Huntington on different dates following the Effective Time with respect to different benefit plans. For a period beginning at the Effective Time and until continuing through the second first anniversary thereof, Huntington or its Subsidiaries shall provide severance to each Continuing Employee of the Closing Date, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits FirstMerit and its Subsidiaries pursuant to the formula terms and conditions of the severance plan or policy of FirstMerit and its Subsidiaries applicable to such Continuing Employees as of the date hereof (as set forth on Section 5.7(a6.7(a) of the Partnership FirstMerit Disclosure Schedule, ); provided that (A) such severance shall be subject to such Current Employee’s the execution (and non-revocation) of a customary release and waiver of claims and (which shall not include any restrictive covenants); provided, however, that B) such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change may be paid in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure Schedulea lump sum.

Employee Matters. (a) Following As of the Effective Time and until Time, Parent shall provide the first anniversary employees of the Closing Date (or, if earlier, the date of termination of employment of an applicable Current Employee), Company who are employed by Parent shall, or shall cause one of its Subsidiaries to, provide the individuals who are employed by the Partnership or any of the Partnership Subsidiaries immediately before after the Effective Time (the “Current Continuing Employees”) and who continue employment during such time period with (i) annual base salary or hourly wage rate (their dependents, as applicable) that is no less favorable than the annual base salary , with either, or hourly wage rate (as applicable) provided to such Current Employees immediately prior to the Effective Timea combination of, (iia) a target annual cash incentive compensation opportunity (expressed as a percentage comparable types and levels of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees immediately prior to the Effective Time, and (iii) employee benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate to the other compensation and employee benefits (subject to the same exclusions) as those provided to similarly situated employees of Parent or its Subsidiaries and their dependents, as applicable, pursuant to the terms of the employee benefit arrangements of Parent (such arrangements the “Parent Benefit Arrangements”), or (b) benefits under the Current Employee Benefit Plans, all or some of which Parent may continue to sponsor on and after the Closing Date (the “Continued Plans”). To the extent Parent elects to provide employee benefits to the Continuing Employees and their dependents, as applicable, pursuant to clause (b) above, the Continuing Employees shall be entitled to participate in the Continued Plans from and after the Closing Date until such time that Parent suspends participation in or terminates such Continued Plans (the “Transition Period”); provided, that in any event, the Continuing Employees shall be entitled to participate in the Continued Plans for the remainder of the calendar year in which the Effective Time occurs. Upon the expiration of the Transition Period, the Continuing Employees shall then be entitled to participate in the Parent Benefit Arrangements. To the extent the Continuing Employees participate in a Parent Benefit Arrangement, Parent shall, for purposes of determining eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of vacation accrual) under such Parent Benefit Arrangement, provide that such Continuing Employees shall receive service credit under such Parent Benefit Arrangement for their period of service with the Company and its SubsidiariesSubsidiaries and predecessors prior to the Effective Time, except where doing so would cause a duplication of benefits. In Parent shall waive all limitations as to preexisting condition exclusions (or actively at work or similar limitations), evidence of insurability requirements and waiting periods with respect to participation and coverage requirements in connection with the event thatmedical, dental and vision benefits that such Continuing Employees may be eligible to receive pursuant to a Parent Benefit Arrangement after the Effective Time. Parent shall also provide the Continuing Employees with credit for any co-payments, deductibles and offsets made pursuant to the applicable Current Employee Benefit Plans described in Section 3.19(f) for the purposes of satisfying any applicable deductible or out-of-pocket expenses under any Parent Benefit Arrangement in the calendar year, plan year or policy year (as applicable under the terms of such Parent Benefit Arrangement) in which the Effective Time occurs. Any vacation or paid time off that is accrued and unused by a Continuing Employee prior to the Effective Time shall be credited to such Continuing Employee following the Effective Time and until thereafter shall be carried forward subject to Parent’s policies and procedures. Nothing in this Section 5.10 shall be construed to limit the second anniversary right of Parent or any of its Subsidiaries (including, following the Closing Date, a Current the Company and its Subsidiaries) to amend or terminate any Continued Plan or other Employee experiences a severance-qualifying Benefit Plan, to the extent such amendment or termination of employment as described on Section 5.7(a) is permitted by the terms of the Partnership Disclosure Scheduleapplicable plan, such Current Employee nor shall anything in this Section 5.10 be entitled construed to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership prohibit Parent or any of its affiliatesSubsidiaries (including, following the Closing Date, the Company and its Subsidiaries) from terminating the employment of any particular Continuing Employee following the Closing Date. Parent shall honor and comply withWithout limiting the generality of Section 8.7, nothing in this Section 5.10 shall: (a) grant any rights or benefits to any Person other than the Parties or (b) amend, or cause its applicable Subsidiary to honor and comply withmay be construed as amending, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure Scheduleany Current Employee Benefit Plan, Parent Benefit Arrangement or any other employee benefit plan.

Employee Matters. (a) Following From and after the Astro Effective Time Time, HoldCo and until the first anniversary Surviving Entities shall (i) recognize the applicable union(s) designated in Section 4.14(a) of the Closing Date Company Disclosure Letter as the exclusive representative of the applicable bargaining unit referenced on such Schedule; (or, if earlier, ii) continue to honor all Company Benefit Plans (including by adopting or otherwise continuing to honor all collective bargaining agreements and other contracts between the date of termination of employment of an applicable Current Employee), Parent shall, Company or shall cause one any of its Subsidiaries to, provide the individuals who are employed by the Partnership and any labor union or any other representative of the Partnership Subsidiaries employees) and compensation arrangements and agreements in accordance with their terms as in effect immediately before the Astro Effective Time (the “Current Employees”) and who continue employment during such time period with (i) annual base salary or hourly wage rate Time, including continuing to provide medical benefits under a HoldCo Plan (as applicabledefined below) that to any Company retiree who is no less favorable than receiving medical benefits from the annual base salary or hourly wage rate (as applicable) provided to such Current Employees Company immediately prior to the Effective Time, (ii) a target annual cash incentive compensation opportunity (expressed as a percentage date of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in this Agreement that are substantially similar to the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees benefits being received immediately prior to the Astro Effective Time, and ; (iii) fully vest any Company Pension Plan participant in such participant’s pension benefit upon the occurrence of an Involuntary Termination that occurs within the earlier of one hundred eighty (180) days after the Closing Date or December 31, 2017; and (iv) cause any employee benefits benefit plans and compensation arrangements established, maintained or contributed to by HoldCo, Parent or any of their Affiliates (excluding including the Company and its Subsidiaries) that cover any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards of the Continuing Employees following the Closing (collectively, the “Excluded BenefitsHoldCo Plans”)) that are substantially comparable in the aggregate to (except to the other compensation extent prohibited by any collective bargaining agreement or obligation): (x) recognize the pre‑Closing service of participating Continuing Employees with the Company and employee benefits its Subsidiaries for purposes of vesting and eligibility to participate (subject but not for purposes of benefit accrual), except to the extent such service credit would result in a duplication of benefits for the same exclusionsperiod, (y) provided with respect to similarly situated employees of Parent any HoldCo Plan that provides medical benefits, waive any pre‑existing condition limitations for participating Continuing Employees, and its Subsidiaries. In the event that, following the Effective Time and until the second anniversary of (z) provide credit to each participating Continuing Employee for amounts paid by such Continuing Employee prior to the Closing Dateduring the year in which the Closing occurs under any analogous Company Benefit Plan during the same period for purposes of applying deductibles, a Current Employee experiences a severanceco-qualifying termination payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants)HoldCo Plan; provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and nothing herein shall limit the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) right of the Partnership Disclosure ScheduleCompany, HoldCo or the Surviving Entities to amend or terminate such plans, arrangements and agreements in accordance with their terms.

Employee Matters. (a) Following the Effective Time and until Until the first anniversary of the Closing Date (or, if earlier, the date of termination of employment of an applicable Current Employee), Parent shall, or shall cause one of its Subsidiaries to, provide the individuals who are employed by the Partnership or any of the Partnership Subsidiaries immediately before the Effective Time (the “Current "Benefits Continuation Period"), the Surviving Entity shall pay or cause to be paid to each employee of the Company and the Company Subsidiaries who continues as an employee of the Company, the Company Subsidiaries or the Surviving Entity during the Benefits Continuation Period (the "Continuing Employees”") and who continue employment during such time period with (i) annual a base salary or hourly wage at a rate (as applicable) that is no not less favorable than the annual rate of such base salary or hourly wage rate (as applicable) provided to such Current Employees immediately prior to in effect at the Effective Time. During the Benefits Continuation Period, (ii) a target annual cash the Surviving Entity shall provide or cause to be provided an incentive compensation opportunity (expressed as a percentage of base salary) and a target long-term not less than the incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees immediately prior to effect at the Effective Time. The Surviving Entity shall also provide or cause to be provided to any Continuing Employee during the Benefits Continuation Period medical benefits and other welfare benefit plans, programs and arrangements (iii) employee benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)i) that are substantially comparable to those provided under the Company Benefit Plans as in effect at the aggregate Effective Time; (ii) which are substantially comparable to those provided to management employees of the other compensation and employee benefits Parent or its Subsidiaries; or (iii) any combination of the foregoing; provided that (x) with respect to Continuing Employees who are subject to the same exclusions) provided to similarly situated employees of Parent collective bargaining or employment agreements (including change in control agreements), compensation, benefits and its Subsidiaries. In the event that, following the Effective Time and until the second anniversary of the Closing Date, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current Employee payments shall be entitled to severance benefits pursuant to provided in accordance with such agreements, and the formula set forth on Section 5.7(aSurviving Entity expressly assumes such collective bargaining or employment agreements (including change in control agreements) of and (y) during the Partnership Disclosure ScheduleBenefits Continuation Period, the Surviving Entity shall pay, subject to such Current Employee’s execution of a customary release terms and waiver of claims (which conditions as it shall not include establish, any restrictive covenants); providedsuch Continuing Employee whose employment is involuntarily terminated by the Parent, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership Surviving Entity or any of their Subsidiaries without cause an amount of severance pay in cash equal to the amount of cash severance pay that would have been payable to such Continuing Employee under the terms of the severance plan maintained by the Company and its affiliatesSubsidiaries and applicable to such Continuing Employee immediately prior to the date of this Agreement. Parent The foregoing provisions of this Section 6.6 shall honor and comply withnot be construed or interpreted to restrict in any way the Surviving Entity's or Parent's ability to amend, modify or terminate any Company Benefit Plan (including, without limitation, to change the entities who administer such Company Benefit Plans, or cause its applicable Subsidiary the manner in which such Company Benefits Plans are 50 administered) to honor and comply with, the severance agreements set forth on Section 5.7(a) of extent not inconsistent with such foregoing restrictions or any other plan made available to the Partnership Disclosure ScheduleContinuing Employees or to terminate any person's employment at any time or for any reason.

Employee Matters. (a) Following For the six-month period following the Effective Time and until the first anniversary of the Closing Date (orTime, if earlier, the date of termination of employment of an applicable Current Employee), Parent Fifth Third shall, or shall cause its applicable Subsidiaries to, provide to those individuals actively employed by, or on an authorized leave of absence from, First Charter or one of its Subsidiaries to, provide the individuals who are employed by the Partnership or any as of the Partnership Subsidiaries immediately before the Effective Time (collectively, the “Current Covered Employees”) and who continue employment during such time period with (i) annual employee benefits, rates of base salary or hourly wage rate (as applicable) and annual bonus opportunities that is no less favorable than are substantially similar, in the annual aggregate, to the aggregate rates of base salary or hourly wage rate (as applicable) and employee benefits and annual bonus opportunities provided to such Current Covered Employees under the First Charter Benefit Plans as in effect immediately prior to before the Effective Time; notwithstanding the foregoing, nothing contained herein shall (i) be treated as an amendment of any particular First Charter Benefit Plan, (ii) a target annual cash incentive compensation opportunity (expressed as a percentage give any third party any right to enforce the provisions of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) thatthis Section 6.6, together in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees immediately prior to the Effective Time, and (iii) employee benefits (excluding limit the right of Fifth Third or any defined benefit and supplemental pensions, retiree of its Subsidiaries to terminate the employment of any Covered Employee at any time or post-termination health require Fifth Third or welfare any of its Subsidiaries to provide any such Covered Employee benefits, rates of base salary or hourly wage or annual bonus opportunities for any period following any such termination, other than as required by applicable law or pro-rata incentive plan payouts, or (iv) obligate First Charter, Fifth Third or any of their respective Subsidiaries to (A) maintain any particular First Charter Benefit Plan or (B) retain the employment of any particular employee. Fifth Third will offer or provide to any Covered Employee retained by Fifth Third or any affiliate of Fifth Third participation in employee benefit plans and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate to the other compensation and employee benefits (subject to the same exclusions) provided to arrangements available for similarly situated employees of Parent and Fifth Third or its affiliates or Subsidiaries. In Notwithstanding the event thatforegoing, following the Effective Time and until the second anniversary of the Closing Date, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current no covered Employee shall be entitled eligible to severance benefits pursuant participate in Fifth Third’s Master Retirement Plan, which has been frozen as to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedulenew participants. In addition, subject to such Current Employee’s execution of a customary release and waiver of claims (which Fifth Third shall not include be obligated to cause any restrictive covenants); providedCovered Employee to participate in any defined benefit plan that is maintained by Fifth Third, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any affiliate of its affiliates. Parent shall honor and comply withFifth Third, whether or cause its applicable Subsidiary to honor and comply with, not such plan meets the severance agreements set forth on requirements of Code Section 5.7(a) of the Partnership Disclosure Schedule414(j).

Employee Matters. (a) Following For the Effective Time period commencing as of the Closing Date and until ending on the first anniversary of the Closing Date (or, if earlier, the date of termination of employment of an applicable Current Employee)Date, Parent shall, or shall cause one of its Subsidiaries Controlled Affiliates to, provide each employee of the individuals who are employed by the Partnership Company or any of its Subsidiaries who continues their employment with Parent or one its Controlled Affiliates immediately following the Partnership Subsidiaries immediately before the Effective Time Closing (the “Current Continuing Employees”) and who continue employment during such time period with (i) annual the base salary or hourly wage rate (as applicable) that is no less favorable than the annual lesser of the base salary or hourly wage rate (as applicable) provided to such Current Employees the Continuing Employee immediately prior to the Effective Time, Closing or the base salary provided to similarly situated employees of Parent and its Controlled Affiliates (other than the Group Companies) immediately prior to the Closing and (ii) a target annual cash incentive compensation opportunity all other employee benefits (expressed as a percentage of base salaryexcluding equity, equity-based and change in control benefits) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) thatthat are, together in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity lesser of the employee benefits (expressed as a percentage of base salaryexcluding equity, equity-based and change in control benefits) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees the Continuing Employee immediately prior to the Effective Time, and (iii) Closing or the employee benefits (excluding any defined benefit equity, equity-based and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate to the other compensation and employee benefits (subject to the same exclusionsbenefits) provided to similarly situated employees of Parent and its SubsidiariesControlled Affiliates (other than the Group Companies) immediately prior to the Closing. In Parent shall (or shall cause its Controlled Affiliates to) use commercially reasonable efforts to recognize the event that, following prior service with the Effective Time Company and until the second anniversary its Subsidiaries of each of the Continuing Employees for purposes of determining eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including, but not limited to, for purposes of vacation, sick and paid time-off accrual and severance benefits). Parent shall (or cause its Controlled Affiliates to) use commercially reasonable efforts to waive all limitations as to pre-existing 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 such Continuing Employees under any medical, dental and vision plans that such employees may be eligible to participate in after the Closing. Parent shall (or shall cause its Controlled Affiliates to) use commercially reasonable efforts to also provide such Continuing Employees and their eligible dependents with credit for any co-payments, deductibles and offsets (or similar payments) made under the Benefit Plans for the year in which the Closing Dateoccurs under Parent’s (or one of its Controlled Affiliates’) medical, a Current Employee experiences a severancedental and vision plans for the purposes of satisfying any applicable deductible, out-qualifying termination of employment as described on Section 5.7(a) of of-pocket, or similar requirements under such employee benefit plans in the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant year in which the Closing occurs. Notwithstanding anything herein to the formula set forth on contrary, this Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which 6.10 shall not include operate to (i) duplicate any restrictive covenants); providedbenefit provided to any such Continuing Employee or to fund any such benefit, however(ii) require Parent, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership Company or any of its affiliates. Parent shall honor their respective Subsidiaries and comply withAffiliates to continue to maintain any employee benefit plan in effect following the Closing for the employees of Parent, the Company or any of their respective Subsidiaries and Affiliates, including such Continuing Employees, or cause its applicable Subsidiary (iii) be construed to honor and comply withmean the employment of such Continuing Employees is not terminable by Parent, the severance agreements set forth on Section 5.7(a) Company or any of the Partnership Disclosure Scheduletheir respective Subsidiaries and Affiliates at any time, for any reason and without notice.

Employee Matters. (a) Following During the period commencing at the Effective Time and until ending on the first 18-month anniversary of the Effective Time, M&T shall provide employee benefit and compensation plans for the benefit of employees who are actively employed by Xxxxxx and its Subsidiaries on the Closing Date (or“Covered Employees”) while employed by M&T or any of its Subsidiaries following the Effective Time that provide employee benefits and compensation opportunities which are no less favorable in the aggregate than the employee benefits and compensation opportunities that are provided by Xxxxxx and its Subsidiaries to Covered Employees immediately prior to the Effective Time (other than the value of the benefits provided under the ESOP prior to the Closing Date which shall not be considered in determining whether benefits are no less favorable in the aggregate during the period noted above; it being understood that eligibility to participate in a tax-qualified savings plan with an employer matching contribution shall be available to the Covered Employees pursuant to the terms of the applicable plan of M&T as in effect from time to time). Notwithstanding any other provision of this Agreement to the contrary, if earlier, the date of termination of employment of an applicable Current Employee), Parent M&T shall, or shall cause one the Surviving Company to maintain the Severance Pay Plan of its Subsidiaries toXxxxxx City Savings Bank without amendment (except as required by applicable law, provide the individuals who are employed by the Partnership or any of the Partnership Subsidiaries immediately before including tax law) following the Effective Time (the “Current EmployeesXxxxxx Severance Plan”) and provide each Covered Employee whose employment is terminated (other than a Covered Employee who continue employment is terminated under circumstances that constitute a termination for “cause” or under other circumstances not entitling them to severance under the Xxxxxx Xxxxxxxxx Plan or who is otherwise party to an individual agreement that provides for severance pay) during such time the one-year period following the Effective Time with (i) annual base salary or hourly wage rate (as applicable) that is no less favorable than the annual base salary or hourly wage rate (as applicable) provided severance payments and benefits to such Current Employees which the Covered Employee would have been entitled under the Xxxxxx Xxxxxxxxx Plan immediately prior to the Effective Time, subject to the terms of the Xxxxxx Severance Plan, including the requirement to sign a waiver and release. In addition, M&T shall, or shall cause the Surviving Company to, (i) provide eligible former employees of Xxxxxx and its Subsidiaries who retired prior to the Effective Time and who participate as of the Effective Time in the retiree medical and life insurance plans maintained by Xxxxxx and identified in Section 3.11(g) of the Xxxxxx Disclosure Schedule (the “Xxxxxx Retiree Welfare Plans”) with the ability to continue to participate in the Xxxxxx Retiree Welfare Plans in accordance with the terms of such plans as in effect from time to time during the period commencing at the Effective Time and ending on the fifth anniversary of the Effective Time, (ii) a target annual cash incentive compensation opportunity (expressed as a percentage provide each Covered Employee who retires on or before December 31 of base salary) the calendar year in which the Effective Time occurs and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together who is eligible to participate in the aggregate, are no less favorable than Xxxxxx Retiree Welfare Plans on the target annual cash incentive compensation opportunity (expressed as a percentage date of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together his or her retirement from M&T with the ability to participate in the aggregateXxxxxx Retiree Welfare Plans in accordance with the terms of such plans as in effect from time to time from his or her applicable retirement date until the fifth anniversary of the Effective Time, were provided (iii) deem Covered Employees who as of immediately prior to the Effective Time satisfy the eligibility requirements of the Xxxxxx Retiree Welfare Plans (but who do not retire on or before December 31 of the calendar year in which the Effective Time occurs) (the “Eligible Xxxxxx Covered Employees”) to have satisfied the eligibility requirements of the M&T Bank Retiree Medical Plan and the M&T Bank Retiree Life Insurance Plan, in each case, as in effect from time to time, and (iv) recognize service credit with Xxxxxx or any of its Subsidiaries for Covered Employees who are not Eligible Xxxxxx Covered Employees and who are not eligible to participate in the Xxxxxx Retiree Welfare Plans in accordance with either of clauses (i) or (ii) of this sentence, for purposes of meeting the eligibility requirements of the M&T Bank Retiree Medical Plan and the M&T Bank Retiree Life Insurance Plan, in each case, as in effect from time to time, to the same extent such Current Employees service credit was recognized for such purposes by Xxxxxx immediately prior to the Effective Time. After the fifth anniversary of the Effective Time, M&T shall, or shall cause the Surviving Company to provide the retirees of Xxxxxx and its Subsidiaries identified in clause (iiii) employee benefits and the retired Covered Employees identified in clause (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, ii) of the “Excluded Benefits”)) that are substantially comparable immediately preceding sentence with access to enroll in the aggregate M&T Bank Retiree Medical Plan and the M&T Bank Retiree Life Insurance Plan as in effect on the fifth anniversary of the Effective Time (if any) in accordance with the terms of such plans as in effect from time to time, provided that such retirees shall be deemed to satisfy the other compensation eligibility requirements of such plans and employee benefits shall receive credit for their service with Xxxxxx and its Subsidiaries (subject to the same exclusionsextent such service was recognized by Xxxxxx prior to such retiree’s retirement from Xxxxxx) provided to similarly situated employees for purposes of Parent and its Subsidiaries. In any employer subsidy as in effect on the event that, following fifth anniversary of the Effective Time and until under the second anniversary terms of the Closing Date, a Current Employee experiences a severance-qualifying termination M&T plans (if any) in accordance with the terms of employment such plans as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current Employee shall be entitled in effect from time to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure Scheduletime.

Employee Matters. (a) Following With respect to the employees of the Acquired Corporations who remain employed after the Effective Time by the Acquired Corporations following the Effective Time (the “Continuing Employees”), and until to the first anniversary extent not prohibited under the terms of Parent’s applicable benefit plans, Parent shall treat and cause its applicable benefit plans to treat the service of the Closing Date (orContinuing Employees with the Acquired Corporations prior to the Effective Time as service rendered to Parent or any Affiliate of Parent for purposes of eligibility to participate and vesting, if earlierincluding applicability of minimum waiting periods for participation, the date and solely for purpose of termination of employment of an applicable Current Employee)welfare plans such as vacation and severance, for benefit accrual. Continuing Employees shall receive employee benefits no less favorable then those provided to similarly situated Parent employees. Parent shall, or shall cause one of its Subsidiaries applicable subsidiary to, assume and perform the Company’s employment and change in control agreements. Parent shall use commercially reasonable efforts to provide the individuals who are employed by the Partnership that no such Continuing Employee, or any of the Partnership Subsidiaries immediately before his or her eligible dependents, who, at the Effective Time (Time, are participating in the “Current Employees”) Acquired Corporation’s group health plan shall be excluded from Parent’s group health plan, or limited in coverage thereunder, by reason of any waiting period restriction or pre-existing condition limitation and who continue employment during such time period with (i) annual base salary or hourly wage rate (as applicable) that is no less favorable than the annual base salary or hourly wage rate (as applicable) provided to such Current Employees immediately provide credit for any coinsurance and deductibles prior to the Effective Time, (ii) a target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together Time but in the aggregatesame plan year. Notwithstanding the foregoing, Parent shall not be required to provide any coverage, benefits or credit inconsistent with the terms of any Parent benefit plans. Furthermore, nothing contained in this Section shall require or imply that the employment of the employees of the Acquired Corporations who are no less favorable than employed at the target annual cash incentive compensation opportunity (expressed as a percentage Effective Time will continue for any particular period of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees immediately prior to time following the Effective Time. This Section is not intended, and (iii) employee benefits (excluding shall not be deemed, to confer any defined benefit rights or remedies upon any Person other than the parties to this Agreement and supplemental pensionstheir respective successors and permitted assigns, retiree to create any agreement of employment with any Person or postto otherwise create any third-termination health party beneficiary hereunder, or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate to the other compensation and employee benefits (subject be interpreted as an amendment to the same exclusions) provided to similarly situated employees any plan of Parent and its Subsidiaries. In the event that, following the Effective Time and until the second anniversary of the Closing Date, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any Affiliate of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure ScheduleParent.

Employee Matters. As of the Effective Time, the Employees of the Acquired Companies shall continue employment in the same positions and at the same level of base wages and/or base salary and without having incurred a termination of employment or separation from service; provided, however, except as may be specifically required by applicable law or any contract, neither the Parent and its Affiliates, on the one hand, nor any Employee, on the other hand, shall be obligated to continue any employment relationship or any specific terms of employment for any specific period of time. For at least two years following the Effective Time, each Employee covered by the severance policy set forth in Part 4.9 of the Company Disclosure Schedule shall, upon termination of his or her employment by Parent, one of its Affiliates or one of the Acquired Companies (awhichever may apply) Following other than for cause (a "Qualifying Termination"), receive the severance payment set forth in such Schedule. For purposes of this paragraph, cause means termination for reason of: (i) willful misconduct or negligence in the performance of one's duties, agreements or obligations as an Employee or failure to perform such other than because of illness, injury or illegal acts by the Employee, or (ii) violation of Parent and its Affiliates' Code of Conduct and applicable policies relating to work rules and personal conduct. For purposes of this Section 4.9, an Employee will be deemed to have incurred a Qualifying Termination if Parent, the Surviving Corporation or any Acquired Company (whichever may apply) requires that such Employee, as a condition to continued employment, change the principal location of his or her employment to a location outside a 50-mile radius from the principal location of his or her employment at the Effective Time and until such employee is not willing to relocate. To the first anniversary extent any comparable employee benefit plan, program or policy of Parent and its Affiliates (other than the Closing Date (or, if earlier, the date of termination of employment of an applicable Current Employee), Parent shall, or shall cause one of its Subsidiaries to, provide the individuals who are employed by the Partnership or any of the Partnership Subsidiaries immediately before Acquired Companies) is made available following the Effective Time (to any person who is an Employee of the “Current Employees”) and who continue employment during such time period with (i) annual base salary or hourly wage rate (as applicable) that is no less favorable than the annual base salary or hourly wage rate (as applicable) provided to such Current Employees Acquired Companies immediately prior to the Effective TimeTime and to the extent permissible under any applicable provisions of the Code and ERISA: (i) service with Acquired Companies by any Employee prior to the Effective Time shall be credited for eligibility and vesting purposes for purposes of qualifying for any additional benefits tied to periods of service under such plan, program or policy, but not for benefit accrual purposes, and (ii) a target annual cash incentive compensation opportunity (expressed as a percentage of base salary) with respect to any welfare benefit plans in which such Employees may participate, Parent and a target longsuch Affiliates shall cause such plans to provide credit for any co-term incentive compensation opportunity (expressed as a percentage of base salary) thatpayments or deductibles by such Employees and waive all pre-existing condition exclusions and waiting periods, together in other than limitations or waiting periods that have not been satisfied under applicable welfare benefit plans maintained by the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Acquired Companies for their Employees immediately prior to the Effective Time, and (iii) employee benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate to the other compensation and employee benefits (subject to the same exclusions) provided to similarly situated employees of Parent and its Subsidiaries. In the event that, following the Effective Time and until the second anniversary of the Closing Date, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure Schedule.

Employee Matters. AACLP (aor the applicable AAC Entity) Following the Effective Time and until the first anniversary shall terminate all of its employees prior to the Closing Date in compliance with (orto the extent applicable) the Worker Adjustment, if earlierRetraining and Notification Act of 1988, as amended, including the giving of any notice thereunder, and under any applicable state laws requiring the giving of notice of terminations, layoffs, site closings or other comparable events. AACLP (or the applicable AAC Entity) shall satisfy all severance pay, vacation pay and other legal obligations with respect to its employees, including but not limited to any obligations under any employment contracts or employee benefit plans or programs, to the extent based on employment service rendered to AAC or any AAC Entity prior to the Closing Date. The Company shall have no liability or obligation to the AAC Entities or their employees to employ or offer employment to any employee of the AAC Entities or any group of employees of the AAC Entities. It is understood, however, that on or after the Closing Date, the date Company may, in its sole and absolute direction, offer employment to those employees of termination of employment of an applicable Current Employee)AAC and the AAC Subsidiaries who, Parent shallprior to Closing Date, or worked as site employees. Nothing in this Agreement shall cause one limit the Company from taking any action at any time after the Closing Date in respect of its Subsidiaries to, provide employees or the individuals who terms and conditions of their employment. Any former employees of the AAC Entities ("Former AAC Employees") that are subsequently employed by the Partnership Company shall in general receive compensation on the same basis and subject to same standards as the employees of the Company. In addition, all Former AAC Employees shall be eligible to participate in the same manner as other similarly situated employees of the Surviving Corporation who were formerly employees of the Company in any other benefit programs, policies and arrangements sponsored or maintained by the Surviving Corporation after the Effective Time. With respect to each such employee benefit plan, program, policy or arrangement, service with AAC or any of the Partnership AAC Subsidiaries immediately before the Effective Time (the “Current Employees”) and who continue employment during such time period with (i) annual base salary or hourly wage rate (as applicable) that is no less favorable than the annual base salary or hourly wage rate shall be included for purposes of determining eligibility to participate, vesting (as if applicable) provided and entitlement to such Current Employees immediately prior to benefits. The medical plan or plans maintained by the Effective Time, (ii) a target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees immediately prior to the Effective Time, and (iii) employee benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate to the other compensation and employee benefits (subject to the same exclusions) provided to similarly situated employees of Parent and its Subsidiaries. In the event that, following Surviving Corporation after the Effective Time shall waive all limitation as to preexisting conditions, exclusions and until the second anniversary of the Closing Date, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current Employee shall be entitled waiting periods with respect to severance benefits pursuant participation and coverage requirements applicable to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure ScheduleFormer AAC Employees.

Employee Matters. (a) Following From and after the Effective Time, unless otherwise mutually determined by SunTrust and BB&T, BB&T shall provide generally to employees of SunTrust and its Subsidiaries who at the Effective Time become employees of BB&T or its Subsidiaries (the “Continuing Employees”), employee compensation and until benefits under the first BB&T Benefit Plans on terms and conditions that are substantially the same as those that apply to similarly situated BB&T employees; provided that BB&T may satisfy its obligation under this Section 6.6(a) for a transitional period (which transitional period shall end by the later of (i) December 31, 2019 and (ii) the six (6) month anniversary of the Closing Date (or, if earlier, Date) by providing compensation and benefits that are substantially the date of termination of employment of an applicable Current Employee), Parent shall, or shall cause one of same in the aggregate as the compensation and benefits provided by SunTrust and its Subsidiaries to, provide the individuals who are employed by the Partnership or any of the Partnership Subsidiaries immediately before the Effective Time (the “Current Employees”) and who continue employment during such time period with (i) annual base salary or hourly wage rate (as applicable) that is no less favorable than the annual base salary or hourly wage rate (as applicable) provided to such Current Continuing Employees immediately prior to the Effective Time, (ii) a target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees immediately prior . Prior to the Effective TimeClosing, SunTrust and BB&T shall cooperate in reviewing, evaluating and analyzing the BB&T Benefit Plans and SunTrust Benefit Plans with a view towards developing appropriate new benefit plans with respect to employees of the Surviving Entity and its Subsidiaries (iiiwhich shall in any event include the BB&T Corporation Pension Plan and the BB&T Non-Qualified Defined Benefit Plan) employee benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded BenefitsNew Benefit Plans”)) that are substantially comparable in for the aggregate employees covered thereby, which New Benefit Plans will, to the extent permitted by applicable law, and among other compensation and employee benefits things, (subject to the same exclusionsA) provided to treat similarly situated employees of Parent on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and its Subsidiariesabilities, and (B) not discriminate between employees who were covered by BB&T Benefit Plans, on the one hand, and those covered by SunTrust Benefit Plans, on the other hand, at the Effective Time. In Notwithstanding the event foregoing, BB&T and SunTrust agree that, following during the period commencing at the Effective Time and until ending on the second first anniversary thereof, any continuing employee of the Closing DateBB&T, a Current Employee experiences a severance-qualifying termination SunTrust or any of employment their respective Subsidiaries who is involuntarily terminated during such one (1)-year period will be provided with severance as described on in Section 5.7(a6.6(a) of the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership BB&T Disclosure Schedule.

Employee Matters. (a) Following On and after the Closing, Parent shall, and shall cause the Surviving Entity to, honor in accordance with their terms all severance obligations of the Company or any Company Subsidiary listed in Section 2.23(a) of the Company Disclosure Schedule, except as may otherwise be agreed to by the parties thereto, and the Company or Parent shall pay on the Closing Date to the applicable officers and employees listed in said Section of the Company Disclosure Schedule, any amounts with respect to such severance obligations that are payable by their terms upon consummation of the Merger, at the Effective Time and until the first anniversary of or on the Closing Date (or, if earliercollectively, the date of termination of employment of an applicable Current Employee), Parent shall, or shall cause one of its Subsidiaries to, provide “Severance Amounts”) unless prior to the individuals who are employed by the Partnership or Closing any of the Partnership Severance Amounts are funded into the SPS Benefits Protection Trust (the “Trust”), in which case such funded Severance Amounts shall be payable to such applicable officers and employees directly from the Trust. For the period through September 30, 2004, employees of the Surviving Entity and the Company Subsidiaries immediately before who remain employed after the Effective Time (the “Current Company Employees”) will continue to participate in the employee benefit plans (other than deferred compensation plans, supplemental retirement plans, management incentive plans (except as set forth in clause (b) below for the plans in effect on the Closing Date), long range incentive plans (except as set forth in clause (b) below for the plans in effect on the Closing Date), performance incentive plans, severance plans (excluding severance obligations that Parent has agreed to honor in accordance with the immediately preceding sentence), and who continue employment during such time period stock option plans or other employer stock match or other employer stock related provisions) on substantially similar terms to those currently in effect. Thereafter, Parent shall, and shall cause the Surviving Entity to, provide the Company Employees with (i) annual base salary or hourly wage rate (as applicable) that is the types and levels of employee benefits no less favorable than the annual base salary or hourly wage rate (as applicable) provided to such Current Employees immediately prior to the Effective Time, (ii) a target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees immediately prior to the Effective Time, and (iii) employee benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate than those maintained from time to time by Parent or the other compensation and employee benefits (subject to the same exclusions) provided to similarly Surviving Entity for similarly-situated employees of Parent or the Surviving Entity. Parent shall, and its Subsidiaries. In shall cause the event thatSurviving Entity to, following treat, and cause the applicable benefit plans to treat, the service of Company Employees with the Company or the Company Subsidiaries attributable to any period before the Effective Time and until the second anniversary as service rendered to Parent of the Closing DateSurviving Entity for purposes of eligibility to participate, vesting and for other appropriate benefits including, but not limited to, applicability of minimum waiting periods for participation. Without limiting the foregoing, Parent shall not, and shall cause the Surviving Entity to not, treat any Company Employee as a Current Employee experiences “new” employee for purposes of any exclusions under any health or similar plan of Parent or the Surviving Entity for a severancepre-qualifying termination of employment as described on Section 5.7(a) existing medical condition, and any deductibles and co-pays paid under any of the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current EmployeeCompany’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any of its affiliatesthe Company Subsidiaries’ health plans shall be credited towards deductibles and co-pays under the health plans of Parent or the Surviving Entity, if applicable. Parent shall, and shall honor cause the Surviving Entity to, make appropriate arrangements with its insurance carrier(s) to ensure such results. Notwithstanding the foregoing, Parent and comply withthe Company acknowledge that group health, or cause its applicable Subsidiary prescription drug and dental benefit plans are subject to honor renewal effective January 1, 2004; that the Company will begin renewal negotiations and comply withconsideration of plan design changes prior to, but will not complete the renewal process by, the severance agreements set forth on Section 5.7(a) Effective Time; provided that the Effective Time has not occurred by January 1, 2004; and that market factors in recent years have created substantial volatility in group health, prescription drug and dental plan renewals. Therefore, Parent shall have the right to make plan design changes in any or all of the Partnership Disclosure Scheduleforegoing plans to the extent reasonably necessary to keep premium increases for individual plans below ten percent (10%) for the 2004 plan year.

Employee Matters. (a) Following Until the later of one (1) year following the Effective Time and until or December 31, 2017 (the first anniversary of the Closing Date (or, if earlier, the date of termination of employment of an applicable Current Employee“Continuation Period”), Parent shallshall provide, or shall cause one to be provided, to each individual who is employed by the Company or any of its Subsidiaries to, provide (including the individuals who are employed by the Partnership or any of the Partnership Subsidiaries immediately before the Effective Time (the “Current Employees”Surviving Corporation and its Subsidiaries) and who continue employment during such time period with (i) annual base salary or hourly wage rate (as applicable) that is no less favorable than the annual base salary or hourly wage rate (as applicable) provided to such Current Employees immediately prior to the Effective TimeTime (each, (iia “Company Employee”) a annual base salary and base wages, target annual cash incentive compensation opportunity bonuses (expressed as a percentage subject to the satisfaction of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) thatperformance criteria determined by Parent, together in the aggregate, are provided that such performance criteria shall be no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage for other similarly situated employees of base salaryParent and its Subsidiaries) and target long-term incentive compensation opportunity opportunities (expressed which shall be in a form and subject in whole or in part to the satisfaction of performance criteria as a percentage determined by Parent, provided that the form of base salarysuch awards and the performance criteria shall be no less favorable than for other similarly situated employees of Parent and its Subsidiaries) and employee benefits (excluding any voluntary elective deferral component of any nonqualified deferred compensation plan) that, together in each case, are no less favorable in the aggregateaggregate than such annual base salary and base wages, were target annual cash bonuses and target long-term incentive compensation opportunities and employee benefits provided to such Current the Company Employees immediately prior to the Effective Time; provided, however, that annual cash bonus and any long-term incentive compensation opportunities shall not be required to be provided for performance periods commencing before January 1, 2017 and, if the Effective Time occurs in 2017, any annual cash bonus opportunity may be pro-rated based on days of service during such performance period on and after the Closing Date. Notwithstanding any other provision of this Agreement to the contrary and without limiting the generality of the foregoing, Parent shall or shall cause the Surviving Corporation to provide any Company Employee whose employment terminates under circumstances entitling the Company Employee to severance under the applicable Parent severance plan, program or arrangement (iiior any successor thereto) employee benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded BenefitsParent Severance Programs”)) that are substantially comparable during the Continuation Period (including, for avoidance of doubt, any Company Employee whose employment terminates under such circumstances in the aggregate an individual or one-off termination and regardless of whether any other employee is affected) or, with respect to the other compensation Company Employees identified on Section 5.11(a) of the Company Disclosure Schedule, whose employment terminates for “Good Reason” (as defined in Section 5.11(a) of the Company Disclosure Schedule), and employee who signs a general release of claims on a form satisfactory to Parent, with severance benefits (subject to the same exclusions) no less favorable than those provided to similarly situated employees of Parent and its Subsidiaries. In Subsidiaries under the event thatParent Severance Programs, following and, for the Effective Time and until the second anniversary avoidance of doubt, taking into account all of the Closing Date, a Current Employee experiences a severance-qualifying termination Company Employee’s service with the Company and its Subsidiaries (and their predecessors) for purposes of employment as described on Section 5.7(a) determining the levels of the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject be provided to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants)Company Employee under the Parent Severance Programs; provided, however, that such Current no Company Employee who is not otherwise entitled to receive covered by the Company Executive Severance Compensation Plan or any other severance benefits under any employment, severance, change in control, retention or similar agreement plan or arrangement between such Current Employee with the Company or its Subsidiaries that provides for more favorable severance payments and benefits than the Partnership or any of its affiliates. Parent Severance Program shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, be eligible for coverage under the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure ScheduleParent Severance Program.

Employee Matters. (a) Following For at least twelve (12) months following the Effective Time and until (the first anniversary “Benefits Continuation Period”), Parent shall cause each employee of the Company or any Company Subsidiary who continues to be employed by Parent or any Parent Subsidiary after the Effective Time (the “Continuing Employees”) to be provided with (i) a base salary or wages that are no less favorable than such Continuing Employee’s base salary or wages provided by the Company immediately prior to the Closing, (ii) annual target cash incentive opportunities that are no less favorable than such Continuing Employee’s annual target cash incentive opportunities provided by the Company in effect immediately prior to the Closing, (iii) annual target long-term incentive opportunities that are no less favorable than such Continuing Employee’s annual target long-term incentive opportunities provided by the Company for the 2018 calendar year, except as otherwise set forth on Section 6.7(a)(iii) of the Company Disclosure Letter, (iv) severance benefits that are no less favorable than those that would have been provided by the Company to such Continuing Employee as of the Closing Date and (orv) other compensation and benefits that are substantially similar to those provided to such Continuing Employee immediately prior to the Closing. For all purposes (including purposes of vesting, if earlier, eligibility to participate and level of benefits) under the date benefit and compensation plans of termination of employment of an applicable Current Employeethe Parent and the Parent Subsidiaries providing benefits to the Continuing Employees (the “New Plans”), Parent each Continuing Employee shall, subject to applicable Law and applicable tax qualification requirements, be credited with his or her years of service with the Company and the Company Subsidiaries and their respective predecessors before the Effective Time; provided that the foregoing shall cause one not include service credit for benefit accrual purposes under any defined benefit pension plan and shall not apply to the extent that its application would result in a duplication of its Subsidiaries tobenefits. In addition, provide and without limiting the individuals who are employed by the Partnership or any generality of the Partnership Subsidiaries foregoing, (i) each Continuing Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is of the same type as the Company Benefit Plan in which such Continuing Employee participated immediately before the Effective Time (the “Current Employees”) and who continue employment during such time period with (i) annual base salary or hourly wage rate (as applicable) that is no less favorable than the annual base salary or hourly wage rate (as applicable) provided to such Current Employees immediately prior to the Effective Timeplans, (ii) a target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees immediately prior to the Effective Time, and (iii) employee benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded BenefitsOld Plans”), and (ii) that are substantially comparable in the aggregate (A) for purposes of each New Plan providing medical, dental, pharmaceutical or vision benefits to the other compensation any Continuing Employee, Parent or its applicable Subsidiary shall use its commercially reasonable efforts to cause all pre-existing condition exclusions and employee benefits actively-at-work requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependents and (subject to the same exclusionsB) provided to similarly situated employees of Parent and its Subsidiariesapplicable Subsidiary shall use commercially reasonable efforts to cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the 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 New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan. In With respect to the event thatCompany’s retiree welfare benefits listed on Section 3.10(a) of the Company Disclosure Letter, neither Parent nor any of its Affiliates (including, following the Effective Time Closing, the Company and until the second anniversary Company Subsidiaries) shall at any time take any action to amend, modify or terminate or take any other action that would adversely impact the benefits provided thereunder to any Person receiving or eligible to receive such benefits as of the Closing Date, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled or who becomes eligible to receive severance or commences receiving such benefits under at any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and time within (2) years following the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure ScheduleClosing.

Employee Matters. (ai) Following From and after the Effective Time, Parent shall honor all Company Benefit Plans and compensation arrangements and agreements in accordance with their terms as in effect immediately before the Effective Time. For a period of two years following the Effective Time, Parent shall provide, or shall cause to be provided, to each current and former employee of the Company and its Subsidiaries (the “Company Employees”) compensation and benefits that are no less favorable, in the aggregate, than the compensation and benefits provided to each such Company Employee immediately before the Effective Time. For a period of two years following the Effective Time, Parent shall provide, or shall cause to be provided, to each current employee of the Company and its Subsidiaries who suffers a termination of employment under the circumstances described on Section 5.5(b)(i) of the Company Disclosure Schedule severance benefits in accordance with Section 5.5(b)(i) of the Company Disclosure Schedule (taking into account such Company Employee’s service as required pursuant to Section 5.5(b)(ii) below). Parent shall continue to maintain the Company’s retiree welfare programs for the benefit of Company Employees without adverse amendment (other than as required by Law) for a period of three years following the Effective Time and until the first anniversary of the Closing Date (or, if earlier, the date of termination of employment of an applicable Current Employee)thereafter, Parent shall, or shall cause one of its Subsidiaries to, provide the individuals who are employed by the Partnership or any of the Partnership Subsidiaries immediately before the Effective Time (the “Current Employees”) and who continue employment during such time period Company Employees with (i) annual base salary or hourly wage rate (as applicable) retiree welfare benefits that is no less favorable than the annual base salary or hourly wage rate (as applicable) provided to such Current Employees immediately prior to the Effective Time, (ii) a target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees immediately prior to the Effective Time, and (iii) employee benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate to the other compensation and employee benefits (subject to the same exclusions) those provided to similarly situated employees of Parent and its Subsidiaries. In the event thataddition, for a period of at least five years following the Effective Time and until the second anniversary Time, Parent shall provide, or shall cause to be provided, to each Company Employee who participates in a defined benefit pension plan as of the Closing Date, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant immediately prior to the formula set forth Effective Time pension benefits (including pension benefit accrual rates) under such defined benefit pension plan without adverse amendment to the pension benefits (including pension benefit accrual rates) provided under such plan as of immediately prior to the Effective Time, but after giving effect to the amendment to eliminate the cost-of-living adjustment on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure Scheduleall future accruals.

Employee Matters. (aA) Following Except with respect to the Effective Time TCBI Employee Plans described in Section 7.13(D), or as otherwise agreed in writing by the Parties, to the extent requested by BFST in writing delivered to TCBI on or prior to the earlier of: (i) at least 20 Business Days before the Closing Date, or (ii) 10 Business Days prior to the commencement of any notice period required to effectuate the termination of such TCBI Employee Plan, TCBI or its appropriate Subsidiary will execute and until deliver such instruments and take such other actions as BFST may reasonably require to cause the first anniversary freeze, amendment or termination of any TCBI Employee Plan, with terms satisfactory to BFST and in accordance with all Legal Requirements, to be effective as of the Business Day immediately prior to the Closing Date or at any time thereafter in the sole discretion of BFST. The Parties recognize that some winding up of such TCBI Employee Plans may need to be completed following the Closing Date. BFST agrees that, with respect to the employees of TCBI and its Subsidiaries who continue their employment after the Closing Date (orthe “TCBI Employees”), for a period of twelve (12) months immediately following the Closing Date (or such shorter period if earlier, the date of termination of employment of an applicable Current Employeeemployee’s employment earlier terminates), Parent shall, BFST shall or shall cause one of its Subsidiaries toSubsidiaries, as applicable, to continue to provide the individuals who are employed by the Partnership or any of the Partnership Subsidiaries immediately before the Effective Time (the “Current Employees”) and who continue employment during such time period with (i) annual to each TCBI Employee, (a) a base salary or hourly wage rate (rate, as applicable, and (b) annual cash bonus opportunity, if applicable, that is no not less favorable than the annual base salary or hourly wage rate amount listed on Section 7.13(B) of the Schedules with respect to such TCBI Employee, and (ii) to the TCBI Employees as applicable) a whole, benefits that are substantially comparable, in the aggregate, to the benefits provided to such Current the TCBI Employees immediately prior to the Effective Time. BFST agrees that the TCBI Employees will be entitled, (ii) a target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) thatsubject to Section 7.13(B), together in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees immediately prior to the Effective Time, and (iii) employee benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate to the other compensation and employee benefits (subject participate to the same exclusions) provided extent as newly hired employees in the BFST Employee Plans, in accordance with the respective terms of such plans and programs, and BFST will take all actions reasonably necessary or appropriate to similarly situated employees ensure coverage of Parent the TCBI Employees in such plans and its Subsidiaries. In the event that, following the Effective Time programs from and until the second anniversary of after the Closing Date, except to the extent that BFST desires to maintain the effectiveness of any TCBI Employee Plan providing a Current Employee experiences a severance-qualifying termination of employment substantially similar benefit. In the latter circumstance, TCBI or its appropriate Subsidiary will execute and deliver such instruments and take such other actions as described on Section 5.7(a) BFST may reasonably require in furtherance of the Partnership Disclosure Schedule, transfer of such Current TCBI Employee shall be entitled Plan to severance benefits pursuant BFST on terms satisfactory to BFST and in accordance with all Legal Requirements. The parties will cooperate to take all actions necessary and appropriate to effectuate the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject plan to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure Scheduleplan transfer.

Employee Matters. (a) Following For a period of at least 12 months following the Effective Time and until Date, Parent shall provide (or shall cause the first anniversary Surviving Corporation or its Subsidiaries to provide) each employee who is employed by the Company or any of its Subsidiaries as of the Closing Date (or, if earlier, the date of termination of employment of an applicable Current a "Continuing Employee), Parent shall, or shall cause one of its Subsidiaries to, provide the individuals who are employed by the Partnership or any of the Partnership Subsidiaries immediately before the Effective Time (the “Current Employees”") with compensation and who continue employment during such time period with (i) annual base salary or hourly wage rate (as applicable) that is no less favorable than the annual base salary or hourly wage rate (as applicable) provided to such Current Employees immediately prior to the Effective Time, (ii) a target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees immediately prior to the Effective Time, and (iii) employee benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments other than stock or other special equity or oneequity-time awards (collectively, the “Excluded Benefits”)linked based plans) that which are substantially comparable in the aggregate to those provided by the other compensation and employee benefits (subject to Company or such Subsidiary as of the same exclusions) provided to similarly situated employees of Parent and its Subsidiariesdate hereof. In the event that, The Company acknowledges that following the Effective Time and until the second anniversary Date all employee benefits will be provided to employees of the Closing Surviving Corporation under plans sponsored by Parent or an Affiliate of Parent. Parent will use its reasonable best efforts (i) to waive or have the Surviving Corporation waive any waiting period or limitations regarding pre-existing conditions with respect to Continuing Employees and their beneficiaries under any group health or other benefit plan maintained by Parent for the benefit of any Continuing Employees after the Effective Date, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a(ii) of to credit any covered expenses incurred by any employee under the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant Company's group health plan prior to the formula set forth on Section 5.7(a) of the Partnership Disclosure ScheduleEffective Date towards any deductibles, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits limits or out-of-pocket maximums under any employmentgroup health plan maintained by Parent for the benefit of any Continuing Employees after the Effective Date, severance, change in control, retention or similar agreement or arrangement between such Current (iii) to credit the service of each Continuing Employee and with the Partnership Company or any of its affiliatesSubsidiaries prior to the Effective Date for the purposes of determining such Continuing Employee's years of service under plans maintained by Parent for the benefit of any Continuing Employee after the Effective Date, (iv) provide severance benefits to Continuing Employees terminated without cause within 12 months of the Effective Date that are substantially comparable to the severance that would have been provided by the Company under the Company's severance plans in effect on the date hereof, and (v) provide continuation health care coverage to all Continuing Employees and their qualified beneficiaries who incur a qualifying event on and after the Effective Date in accordance with the continuation health care coverage requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. In addition, Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, assume responsibility for the severance agreements set forth on cafeteria plan which is maintained under Section 5.7(a) 125 of the Partnership Disclosure ScheduleCode for the benefit of the Continuing Employees of the Company, and the Company shall provide to Parent prior to the Effective Date a list of those Continuing Employees participating in the cafeteria plan, together with a list of their elections made prior to the Effective Date, and any balances in their respective accounts as of the Effective Date.

Employee Matters. (a) Following Parent or the Surviving Corporation shall take such action as may be necessary so that on and after the Effective Time and until through the first anniversary period ending December 31, 2008, employees of the Closing Date Company and its Subsidiaries, other than current elected executive officers of the Company (or, if earlier, the date of termination of employment of an applicable Current Employeeapproximately 20 individuals), who are not covered by any collective bargaining agreement or labor contract who remain employed after the Closing by Parent, its Subsidiaries, Affiliates or the Surviving Corporation (the "Parent shallGroup"), or shall cause one of its Subsidiaries are provided compensation opportunities (including, but not limited to, provide the individuals who are employed by the Partnership or any of the Partnership Subsidiaries immediately before the Effective Time (the “Current Employees”base salary, base wages, annual and long-term incentive compensation and phantom stock and phantom option awards) and who continue employment during such time period with benefits opportunities (iincluding, but not limited to, pension and welfare benefits and vacation pay but excluding equity compensation) annual base salary or hourly wage rate (as applicable) that is which are, in the aggregate, materially no less favorable than the annual base salary or hourly wage rate compensation and benefits (as applicableincluding the target value of phantom options, phantom restricted stock and performance units) provided made available by the Company and its Subsidiaries to such Current Employees its employees immediately prior to the Effective Time. To the extent not duplicative of benefits, for purposes of eligibility to participate, calculation of benefits and vesting in all benefits provided by the Parent Group to officers and employees of the Company and its Subsidiaries, such officers and employees will be credited with their years of benefits eligibility service with the Company and its Subsidiaries and any predecessors thereof to the extent such service with a predecessor was so recognized under analogous Employee Benefit Plans (iiincluding, but not limited to vacation pay plans) a target annual cash incentive compensation opportunity (expressed as a percentage of base salary) the Company and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees immediately its Subsidiaries prior to the Effective Time, . The eligibility of any such officer or employee of the Company and (iii) employee benefits (excluding its Subsidiaries to participate in any defined welfare benefit plan or program of the Parent Group shall not be subject to any exclusions for any pre-existing conditions if such individual had met the participation requirements of similar benefit plans and supplemental pensions, retiree or post-termination health or welfare benefits, programs of the Company and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate its Subsidiaries prior to the other compensation Effective Time. Amounts paid before the Effective Time by such officers and employee benefits (subject employees of the Company and its Subsidiaries under any health plans of the Company or its Subsidiaries shall, after the Effective Time, be taken into account in applying deductible and out-of-pocket limits applicable under the health plans of the Parent Group to the same exclusions) provided to similarly situated employees of Parent and its Subsidiaries. In the event thatextent as if such amounts had, following the Effective Time and until the second anniversary when paid, been paid under such health plans of the Closing Date, a Current Employee experiences a severance-qualifying termination of employment as described on Parent Group. Nothing contained in this Section 5.7(a) 5.5 shall create any rights in any officer or employee of the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership Company or any of its affiliates. Parent shall honor and comply withSubsidiaries in respect of continued employment for any specified period of any nature or kind whatsoever or, or cause its applicable Subsidiary to honor and comply with, the severance agreements except as set forth on Section 5.7(ain this Agreement, limit Parent's or the Surviving Corporation's power to amend or terminate any particular Employee Benefit Plan or Foreign Benefit Plan or require (and the Company shall take no action that would require) the Parent or Surviving Corporation to continue any particular Employee Benefit Plan or Foreign Benefit Plan. To the extent that an agreement with a labor union, works council or a similar entity obligates the Company to require a purchaser or merger partner to assume the terms of that agreement, Parent agrees to cause the Surviving Corporation to recognize the entity that is a party to such an agreement as the exclusive bargaining representative of the Partnership Disclosure Schedulecovered employees and to cause the Surviving Corporation to adopt the terms of that agreement and any related and current memorandums of agreement between the Company and such entity.

Employee Matters. (a) Following From the Effective Time and until the first anniversary of date that is twelve (12) months following the Closing Date (or, if earlier, the date of termination of employment of an applicable Current Employee)Effective Time, Parent shall, or shall cause one the Surviving Corporation, to either (1) continue certain Benefit Arrangements, (2) permit employees of the Company and its Subsidiaries to, provide who continue employment with Parent or the individuals who are employed by the Partnership or any of the Partnership Subsidiaries immediately before Surviving Corporation following the Effective Time (the “Current Continuing Employees”) and who continue employment during such time period with (i) annual base salary or hourly wage rate (and, as applicable, their eligible dependents, to participate in the employee welfare benefit plans, programs or policies (including any vacation, sick, personal time off plans or programs) of Parent or its affiliates and any plan of Parent intended to qualify within the meaning of Section 401(a) of the Code (collectively referred to as the “Parent Plans”), or (3) a combination of clauses (1) or (2); provided, however, that is no less favorable than the annual base salary or hourly wage rate (employee welfare and retirement benefits provided to Continuing Employees and, as applicable) , their eligible dependents are comparable in the aggregate to the employee welfare and retirement benefits maintained for and provided to such Current Continuing Employees immediately prior to the Effective Time, (ii) a target annual cash incentive compensation opportunity (expressed as a percentage of base salary) . To the extent that Parent elects to have Continuing Employees and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together their eligible dependents participate in the aggregateParent Plans, and to the extent permitted by applicable Law, applicable Tax qualification requirements, and the terms and conditions of each such Parent Plan, and subject to any applicable break in service or similar rule, Parent shall, or shall cause the Surviving Corporation to: (A) recognize the prior service with the Company, including predecessor employers, of each Continuing Employee in connection with all Parent Plans in which Continuing Employees are no less favorable than eligible to participate for purposes of eligibility to participate and vesting (but not for purposes of benefit accruals under any defined benefit pension plan, determination of level of benefits, to the target annual cash incentive compensation opportunity extent that such recognition would result in duplication of benefits, or to the extent that such service was not recognized under a comparable Benefit Arrangement); (expressed as a percentage B) cause any pre-existing conditions or limitations and eligibility waiting periods under any group health plans of base salary) Parent or its affiliates to be waived with respect to Continuing Employees and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in their eligible dependents to the aggregate, extent such Continuing Employees and their eligible dependents were provided not subject to such Current Employees preexisting conditions and limitations and eligibility waiting periods under the comparable Benefit Arrangement as of the time immediately preceding the Closing, and (C) if any Benefit Arrangement of the Company or its Subsidiaries that is a group health plan is terminated prior to the Effective Timeend of such Benefit Arrangement’s plan year, and (iii) employee benefits (excluding provide each Continuing Employee with credit for any defined benefit and supplemental pensionsdeductibles or out of pocket expenses paid under such Benefit Arrangement during the portion of the plan year, retiree in effect at the time Continuing Employees are transitioned to Parent Plans, that overlaps the plan year of the Parent Plans in satisfying any applicable deductible or post-termination health or welfare benefits, and retention or change out of pocket requirements under the Parent Plans in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) that which such Continuing Employees are substantially comparable in the aggregate eligible to the other compensation and employee benefits (subject participate to the same exclusions) provided to similarly situated employees of Parent and its Subsidiaries. In the event that, following the Effective Time and until the second anniversary of the Closing Date, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, extent that such Current Employee is not otherwise entitled to receive severance benefits expenses were recognized under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure Schedulecomparable Benefit Arrangement.

Employee Matters. (a) Acquirer shall have the sole right and discretion to determine which Persons shall remain as Employees after the Closing Date. Following the Effective Time Closing Date, Acquirer shall maintain or cause to be maintained employee benefit plans and until compensation opportunities for the first anniversary benefit of Employees who remain actively employed by the Company or its Subsidiaries after the Closing Date (or, if earlier, the date of termination of employment of an applicable Current Employee), Parent shall, or shall cause one of its Subsidiaries to, provide the individuals who are employed by the Partnership or any of the Partnership Subsidiaries immediately before the Effective Time (the “Current Covered Employees”) that provide employee benefits and who continue employment during such time period with (i) annual base salary or hourly wage rate (as applicable) that is no less favorable than the annual base salary or hourly wage rate (as applicable) provided to such Current Employees immediately prior to the Effective Time, (ii) a target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) opportunities that, together in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees immediately prior to the Effective Time, and (iii) employee benefits and compensation opportunities that are generally made available to similarly situated employees of Acquirer or its Subsidiaries (excluding any defined benefit other than the Surviving Corporation and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards its Subsidiaries) (collectively, the “Excluded BenefitsAcquirer Plans”)) that are substantially comparable in the aggregate to the other compensation and employee benefits (subject to the same exclusions) provided to similarly situated employees of Parent and its Subsidiaries. In the event that, following the Effective Time and until the second anniversary of the Closing Date, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants)applicable; provided, howeverthat (i) with respect to retirement benefits, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) satisfaction of the Partnership Disclosure Scheduleforegoing standard shall not require that any Covered Employee be eligible to participate in any specific retirement plan of Acquirer or a closed or frozen Acquirer Plan; and (ii) until such time as Acquirer shall cause Covered Employees to participate in the Acquirer Plans, a Covered Employee’s continued participation in the employee benefit plans and compensation opportunities of the Company and its Subsidiaries as in effect immediately prior to the Closing Date shall be deemed to satisfy the foregoing provisions of this sentence (it being understood that participation in the Acquirer Plans may commence at different times with respect to each Acquirer Plan).

Employee Matters. (a) Following Buyer may offer employment to those employees of Seller listed on Exhibit 2.6(a) hereof (the Effective Time "Employees"), subject to Buyer's standard hiring procedures, including, but not limited to, drug testing. Buyer will be afforded an opportunity to meet with and interview the Employees following execution of this Agreement; however, Buyer shall not extend any offers of employment or otherwise announce or notify the Employees of Buyer's intentions regarding the Employees who will be offered employment by Buyer until the first anniversary after receipt of all necessary regulatory approvals of the Closing Date (or, if earlier, the date of termination transactions contemplated by this Agreement. The base salary for each Employee who receives an offer of employment of an applicable Current Employee), Parent shall, or shall cause one of its Subsidiaries to, provide the individuals who are employed by the Partnership or any of the Partnership Subsidiaries immediately before the Effective Time from Buyer and accepts such offer (the “Current "Hired Employees”") and who continue employment during such time period with (i) annual shall not be less than the base salary or hourly wage rate (as applicable) that is no less favorable than the annual base salary or hourly wage rate (as applicable) provided to such Current Employees by Seller immediately prior to the Effective Time, (ii) a target annual cash incentive compensation opportunity (expressed subject to changes due to employment classification. With respect to Buyer's qualified plans, the Hired Employees will be treated as a percentage of base salary) new hires; however, Hired Employees will immediately participate in welfare benefit plans maintained by Buyer without regard to pre-existing conditions or waiting periods, if and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together to the extent that such employees are participating in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees Seller's welfare benefit plans immediately prior to the Effective TimeClosing Date. Hired Employees will be required to satisfy the deductible and employee payments (if any) required by Buyer's plans. Hired Employees shall receive full credit for prior service with Seller for purposes of determining their eligibility and vesting (but not the accrual of any benefit) under Buyer's employee benefit plans. Hired Employees will be eligible for severance benefits consistent with Buyer's severance policies or plans, and (iii) employee provided that all service with the Seller shall be taken into account in determining benefits (excluding under Buyer's severance policies or plans. Buyer shall not be responsible or liable for any defined benefit and supplemental pensions, retiree or post-termination health benefits accrued under the pension or welfare benefitsplans of Seller. Buyer will assume and be responsible for any and all accrued but not paid vacation for Hired Employees for January 1, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate to the other compensation and employee benefits (subject to the same exclusions) provided to similarly situated employees of Parent and its Subsidiaries. In the event that, following the Effective Time and until the second anniversary of 2003 through the Closing Date, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure Schedule.

Employee Matters. (a) Following The Company shall cause the Effective Time and until the first anniversary employment or services of all employees of the Closing Date (or, if earlier, the date of termination of employment of an applicable Current Employee), Parent shall, or shall cause one of Company and its Subsidiaries to, provide the individuals who are employed by the Partnership or any of the Partnership Subsidiaries immediately before the Effective Time (the “Current Employees”) and who continue employment during such time period with (i) annual base salary or hourly wage rate (as applicable) that is no less favorable than the annual base salary or hourly wage rate (as applicable) provided to such Current Employees be terminated immediately prior to the Effective Time; provided, (ii) a target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) thathowever, together in that such termination shall be contingent upon the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees immediately prior to Effective Time occurring. Upon the Effective Time, the cash severance payments and benefits provided under the applicable Company Benefit Plans (iiibased on a termination without “cause” or “qualifying termination” as applicable) shall be paid in full in a lump sum to each employee benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, of the “Excluded Benefits”)) that are substantially comparable in the aggregate to the other compensation and employee benefits (subject to the same exclusions) provided to similarly situated employees of Parent Company and its Subsidiaries. In Subsidiaries and to any former employee of the event that, following Company and its Subsidiaries who is receiving severance payments and/or benefits that have not been previously paid in full as of the Effective Time (collectively the “Affected Employees”), with the amount in respect of health, dental, vision and until hospitalization benefits to equal the second anniversary full premium amount for such benefits for the applicable coverage period plus the amount necessary so that after the payment of all income and employment taxes, the Closing Date, Affected Employee retains the full aggregate premium amount (with such amounts determined in a Current Employee experiences a severance-qualifying termination manner consistent with the methodology used in the summary of employment as described on Section 5.7(a) of such payments previously provided by the Partnership Disclosure Schedule, such Current Employee shall be entitled Company to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenantsParent); provided, however, that any and all payments to be made under this Section 6.5 shall be made in accordance with the requirements of Section 409A of the Code and the Treasury Regulations thereunder. Parent and the Company agree to cooperate during the period between the date of this Agreement and the Closing Date to assist the Affected Employees in obtaining post-Closing health, dental, vision and hospitalization benefits, which benefits, for the avoidance of doubt, shall be the exclusive expense of each such Current Employee Affected Employee. Parent is externally-managed and therefore has no employees and is not otherwise entitled capable of hiring employees. The Investment Adviser intends to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) meet with employees of the Partnership Disclosure ScheduleCompany to discuss potential employment opportunities with the Investment Adviser. The parties acknowledge and agree that the Merger shall constitute a “change of control” within the meaning of each Company Benefit Plan.

Employee Matters. (a) Following From and after the Effective Time Time, Parent and until the first anniversary of the Closing Date (or, if earlier, Surviving Corporation shall honor all Company Plans and compensation arrangements and agreements in accordance with their terms as in effect immediately prior to the date of termination this Agreement (or as amended as contemplated or permitted hereby or with the prior written consent of employment Parent). For a period of an applicable Current Employee)one year following the Effective Time, Parent shallshall provide, or shall cause one to be provided, to each current employee of the Company and its Subsidiaries to, provide the individuals who are employed by the Partnership or any of the Partnership Subsidiaries immediately before the Effective Time is not subject to a collective bargaining agreement (the “Current Company Employees”), for so long as such employee remains employed by Parent or its Subsidiaries, compensation and benefits (excluding equity compensation) and who continue employment during such time period with (i) annual base salary or hourly wage rate (as applicable) that is no less favorable than the annual base salary or hourly wage rate (as applicable) provided to such Current Employees immediately prior to the Effective Timewhich, (ii) a target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, are no less favorable than substantially equivalent to the target annual cash incentive compensation opportunity and benefits (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) thatexcluding equity compensation), together in the aggregate, were provided to such Current Company Employee immediately before the Effective Time; provided that the foregoing obligation may be satisfied through participation and coverage following the Effective Time in Parent’s or its Subsidiaries’ (as applicable) compensation and benefit plans, programs, policies and arrangements as in effect from time to time, it being understood that the Company Employees immediately prior may commence participating in the plans of Parent and its Subsidiaries on different dates following the Effective Time with respect to different plans of Parent and its Subsidiaries. For a period of one year following the Effective Time, Parent shall provide, or shall cause to be provided, to each current employee of the Company and its Subsidiaries (iii) employee benefits (excluding any defined benefit and supplemental pensionsother than those who are party to a Management Continuity Agreement, retiree or post-termination health or welfare benefitswhose rights shall be governed by the terms of such agreements, and retention or change those who are covered by a collective bargaining agreement, whose rights shall be governed by the applicable bargaining agreement) who following the Effective Time suffers a qualifying termination of employment under the terms and conditions of the severance arrangement of the Company and its Subsidiaries applicable to such employee as in control payments or other special or one-time awards effect on the date hereof (collectivelytaking into account such Company Employee’s service as required pursuant to Section 6.9(b) below), and thereafter, Company Employees shall be eligible for severance benefits under the “Excluded Benefits”)) that are substantially comparable in the aggregate to the other compensation and employee benefits (subject to the same exclusions) provided severance arrangements applicable to similarly situated employees of Parent and or its Subsidiaries. In the event that, following the Effective Time and until the second anniversary of the Closing Date, a Current Employee experiences a severance-qualifying termination of employment Subsidiaries as described on Section 5.7(a) of the Partnership Disclosure Schedule, they may maintain such Current Employee shall be entitled plans from time to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure Scheduletime.

Employee Matters. (a) Following During the period commencing at the Effective Time and until ending on December 31, 2022 (the first anniversary of the Closing Date (or, if earlier, the date of termination of employment of an applicable Current Employee“Continuation Period”), Parent shall, shall or shall cause the Surviving Corporation or one of its Subsidiaries toSubsidiaries, as applicable, to provide to each employee of the individuals who are Company and its Subsidiaries, for so long as such employee remains employed by Parent or its Subsidiaries during the Partnership or any of the Partnership Subsidiaries immediately before the Effective Time Continuation Period (collectively, the “Current Company Continuing Employees”) and who continue employment during such time period with (i) at least the same annual base salary or hourly wage rate (as applicable) that is no less favorable than the annual base salary or hourly wage rate (as applicable) provided to such Current Employees employee by the Company or the Company Subsidiaries immediately prior to the Effective Time, (ii) a target annual cash incentive compensation the opportunity to earn at least the same economic value for the short term incentives provided to such employee by the Company or the Company Subsidiaries in respect of calendar year 2021 (expressed as a percentage of base salaryiii) continuing medical, dental, vision, disability and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, life insurance benefits that are no less favorable than those provided under the target annual cash incentive compensation opportunity Parent Benefit Plans for similarly situated employees of the Parent or any of its Subsidiaries, and (expressed as iv) the same severance and post-termination benefits that a percentage Company Continuing Employee would have received for a termination of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees employment immediately prior to the Effective Time. Each Company Continuing Employee shall retain all of such Company Continuing Employee’s accrued but unpaid vacation, sick time or other paid time off as of the Effective Time, to be administered in accordance with the policies in effect when such vacation or other paid time off is used during 2022 by each such Company Continuing Employee. With respect to the continuing medical, dental, vision, disability and life insurance benefits under this Section 5.8(a), Parent shall cause the applicable Parent Benefit Plan to: (x) waive all pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to such Company Continuing Employees, to the extent such pre-existing conditions, exclusions or waiting periods were satisfied under the similar Company Benefit Plan in effect immediately prior to the Effective Time; and (iiiy) employee benefits provide each such Company Continuing Employee with credit for any co-payments and deductibles paid (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate to the other compensation and employee benefits (subject to the same exclusions) provided extent such credit was given for the year under the similar Company Benefit Plan in effect immediately prior to similarly situated employees of Parent and its Subsidiaries. In the event that, following the Effective Time and until the second anniversary of the Closing Date, a Current Employee experiences a severanceTime) in satisfying any applicable deductible or out-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure Scheduleof-pocket requirements.

Employee Matters. (a) Following After the Closing Date, First Charter shall not maintain any GBC Benefit Plan that is an “employee pension benefit plan” in Section 3(2)(A) of ERISA and which is qualified under Code Section 401(a), and any such plan may be terminated or merged into similar plans maintained by First Charter. For the one-year period following the Effective Time and until the first anniversary of the Closing Date (orTime, if earlier, the date of termination of employment of an applicable Current Employee), Parent First Charter shall, or shall cause its applicable Subsidiaries to, provide to those individuals actively employed by GBC or one of its Subsidiaries to, provide the individuals who are employed by the Partnership or any as of the Partnership Subsidiaries immediately before the Effective Time (collectively, the “Current Covered Employees”) and who continue employment during such time period with (i) annual employee benefits, rates of base salary or hourly wage rate (as applicable) and annual bonus opportunities that is no less favorable than are substantially similar, in the annual aggregate, to the aggregate rates of base salary or hourly wage rate (as applicable) provided to such Current Covered Employees and the aggregate employee benefits and annual bonus opportunities provided to such Covered Employees under the GBC Benefit Plans as in effect immediately prior to the Effective Time; provided that nothing herein shall limit the right of First Charter or any of its Subsidiaries to terminate the employment of any Covered Employee at any time or require First Charter or any of its Subsidiaries to provide any such employee benefits, (ii) a target annual cash incentive compensation opportunity (expressed as a percentage rates of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, are no less favorable than the target salary or hourly wage or annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were bonus opportunities for any period following any such termination. Except where such benefit is duplicated by substantially similar benefits provided by First Charter to such Current Employees its employees immediately prior to the Effective Time, and (iii) employee benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate to the other compensation and employee benefits (subject to the same exclusions) provided to similarly situated employees of Parent and its Subsidiaries. In the event that, following the Effective Time and until the second anniversary of the Closing Date, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership First Charter or any of its affiliates. Parent Subsidiaries shall honor and comply with, or cause its applicable Subsidiary continue to honor and comply with, the severance agreements set forth provide any fringe benefits described on Section 5.7(a) 3.11 of the Partnership GBC Disclosure ScheduleSchedule to the respective Covered Employee for a period of one year after Closing.

Employee Matters. (a) Following the Effective Time Closing Date, Park Sterling shall maintain or cause to be maintained employee benefit plans and until compensation opportunities for the first anniversary benefit of employees (as a group) who are actively employed by the Company and its Subsidiaries on the Closing Date (or, if earlier, the date of termination of employment of an applicable Current Employee), Parent shall, or shall cause one of its Subsidiaries to, provide the individuals who are employed by the Partnership or any of the Partnership Subsidiaries immediately before the Effective Time (the “Current Covered Employees”) and who continue employment during the period in which any such time period with (i) annual base salary Covered Employee is employed by Park Sterling or hourly wage rate (as applicable) that is no less favorable than its Subsidiaries following the annual base salary or hourly wage rate (as applicable) provided to such Current Employees immediately prior to the Effective Time, (ii) a target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) Closing Date that, together in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees immediately prior substantially comparable to the Effective Time, and (iii) employee benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) compensation opportunities that are substantially comparable in the aggregate to the other compensation and employee benefits (subject to the same exclusions) provided generally made available to similarly situated employees of Parent Park Sterling or its Subsidiaries (other than the Company and its Subsidiaries), as applicable; provided, that (i) in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of Park Sterling or its Subsidiaries; and (ii) until such time as Park Sterling shall cause Covered Employees to participate in the employee benefit plans that are made available to similarly situated employees of Park Sterling or its Subsidiaries (other than the Company and its Subsidiaries), a Covered Employee’s continued participation in a Company Benefit Plan shall be deemed to satisfy the foregoing provisions of this sentence (it being understood that participation in any different Park Sterling plans may commence at different times). In Notwithstanding the event thatforegoing, following the Effective Time and until the second anniversary of the Closing Date, Park Sterling shall provide Covered Employees (other than those Covered Employees that are paid commissions) (i) whose employment is terminated by Park Sterling without “cause” (as determined by Park Sterling consistent with its customary standards) during the six-month period following the Closing Date or (ii) who voluntarily resign after being notified that, as a Current Employee experiences condition of employment, his or her base salary will be materially decreased, in any case after signing a severance-qualifying termination customary release, with separation benefits in the form of employment as described on Section 5.7(a) continued payment of the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Covered Employee’s execution base salary or base weekly wage rate (as in effect at the time of a customary release and waiver termination) in an amount equal to one week of claims (which shall not include any restrictive covenants)his or her base salary or base weekly wage rate for each completed year of service with the Company; provided, however, that such Current Employee is not otherwise the Covered Employees (other than those Covered Employees that are paid commissions) shall be entitled to receive no less than four (4) weeks and no more than twenty-six (26) weeks of continued payment of his or her base salary or weekly wage rate, as applicable, and, provided, further, that Covered Employees that are paid commissions will be entitled to no severance. The Company shall, and shall cause its Subsidiaries to, take whatever action is necessary to terminate any and all other severance benefits arrangements and to ensure that it and Park Sterling and its Subsidiaries have no other liability for any other severance payments (other than as set forth in this Section 6.9(a). The Company shall cooperate with Park Sterling to effectuate the foregoing, including Park Sterling’s and its Subsidiaries compliance with the Worker Adjustment Retraining and Notification Act or any similar state or local Law. Nothing contained in this Section 6.9(a) shall be construed or interpreted to limit or modify in any way Park Sterling’s and its Subsidiaries at-will employment policy. In addition, in no event shall severance pay payable under this Section 6.9(a) to any Covered Employee who does not have an employment, change-in-control or severance agreement with Park Sterling or its Subsidiaries be taken into account in determining the amount of any other benefit (including an individual’s benefit under any employmentretirement plan, severanceSERP or agreement). If, change by reason of the controlling plan document, controlling Law or otherwise, severance pay is taken into account in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or determining any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply withother benefit, the severance agreements set forth on Section 5.7(a) pay otherwise payable shall be reduced by the present value of the Partnership Disclosure Scheduleadditional benefit determined under other benefit plans attributable to the severance pay.

Employee Matters. (a) Following For 12 months following the Effective Time and until the first anniversary of the Closing Date (or, if earlier, the date of termination of employment of an applicable Current Employee)Time, Parent shall, or and shall cause its Affiliates, the Surviving Corporation and its Subsidiaries to, honor in accordance with their terms all employment agreements of the Company or any of its Subsidiaries, except in the event the individuals covered under such agreements enter into new agreements with Parent, the Surviving Corporation or their Affiliates that supersede or change the terms of such employment agreements. If any Continuing Employee (as defined below) becomes covered by any employee benefit plan sponsored by Parent or any of its Affiliates or Parent or Surviving Corporation make any material change to a Company Plan that was in effect as of the date hereof (collectively, the “Continuing Employee Plans”) (i) Parent shall cause any such Continuing Employee Plans to recognize the service with the Company and its Subsidiaries prior to the Effective Time (to the extent such service was recognized by the Company and its Subsidiaries under the Company Plans) of each individual employed by the Company or one of its Subsidiaries to, provide the individuals who are employed by the Partnership or any of the Partnership Subsidiaries immediately before the Effective Time (the “Current Employees”) and who continue employment during such time period with (i) annual base salary or hourly wage rate (as applicable) that is no less favorable than the annual base salary or hourly wage rate (as applicable) provided to such Current Employees immediately prior to the Effective TimeTime and who remains in the employment of the Surviving Corporation or one of its Subsidiaries or Affiliates (each, a “Continuing Employee”) for all purposes of vesting, eligibility and benefit entitlement; and (ii) a target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and a target longfor 12 months following the Effective Time, Parent shall cause each Parent Plan that actually covers any Continuing Employee following the Effective Time to waive pre-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in existing condition limitations to the aggregate, are no less favorable than extent waived or not applicable under the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided analogous Company Plan relating to such Current Continuing Employee, and Parent shall cause such Continuing Employees immediately to be given credit under such Continuing Employee Plans for amounts paid prior to the Effective Time, and (iii) employee benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change Time during the year in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate to the other compensation and employee benefits (subject to the same exclusions) provided to similarly situated employees of Parent and its Subsidiaries. In the event that, following which the Effective Time occurs under a corresponding Company Plan during the same period for purposes of applying deductibles, co-payments and until out-of-pocket maximums as though such amounts had been paid in accordance with the second anniversary terms and conditions of the Closing Date, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current Employee applicable Parent Plan. The foregoing shall be entitled to severance benefits pursuant not apply to the formula set forth on Section 5.7(a) extent such service credit would result in a duplication of benefits for the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee same period or is not otherwise entitled to receive severance benefits permitted by the applicable third party benefit provider under any employment, severance, change in control, retention or similar agreement or arrangement between the terms and conditions of such Current Continuing Employee and the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure SchedulePlan.

Employee Matters. (ai) Following For all purposes (including purposes of vesting, eligibility to participate and level of benefits) under the Effective Time employee benefit plans of Parent and until the first anniversary its Subsidiaries providing benefits to any current and former employee of the Closing Date (or, if earlier, the date of termination of employment of an applicable Current Employee), Parent shall, or shall cause one of Company and its Subsidiaries to, provide the individuals who are employed by the Partnership or any of the Partnership Subsidiaries immediately before (“Company Employees”) after the Effective Time (the “Current EmployeesNew Plans”) ), each Company Employee shall be credited with his or her years of service with the Company and who continue employment during its Subsidiaries and their respective predecessors before the Effective Time, to the same extent as such time period with (i) annual base salary Company Employee was entitled, before the Effective Time, to credit for such service under any similar Company Benefit Plan or hourly wage rate (as applicable) that is no less favorable than the annual base salary Company Foreign Plan in which such Company Employee participated or hourly wage rate (as applicable) provided was eligible to such Current Employees participate immediately prior to the Effective Time, provided that the foregoing shall not apply with respect to benefit accrual under any defined benefit pension plan or to the extent that its application would result in a duplication of benefits with respect to the same period of service. In addition, and without limiting the generality of the foregoing, (iiA) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is comparable to a target annual cash incentive compensation opportunity Company Benefit Plan or Company Foreign Plan in which such Company Employee participated immediately before the Effective Time (expressed as a percentage such plans, collectively, the “Old Plans”), and (B) for purposes of base salary) each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Company Employee, Parent shall cause all pre-existing condition exclusions and a target longactively-term incentive compensation opportunity (expressed as a percentage at-work requirements of base salary) thatsuch New Plan to be waived for such employee and his or her covered dependents, together unless such conditions would not have been waived under the comparable Old Plans of the Company or its Subsidiaries in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to which such Current Employees employee participated immediately prior to the Effective Time, Time and (iii) Parent shall cause any eligible expenses incurred by such employee benefits (excluding any defined benefit and supplemental pensions, retiree his or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, her covered dependents during the “Excluded Benefits”)) that are substantially comparable portion of the plan year of the Old Plan ending on the date such employee’s participation in the aggregate corresponding New Plan begins to the other compensation be taken into account under such New Plan for purposes of satisfying all deductible and employee benefits (subject to the same exclusions) provided to similarly situated employees of Parent and its Subsidiaries. In the event that, following the Effective Time and until the second anniversary of the Closing Date, a Current Employee experiences a severancemaximum out-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject of-pocket requirements applicable to such Current Employee’s execution of a customary release employee and waiver of claims (which shall not include any restrictive covenants); provided, however, that his or her covered dependents for the applicable plan year as if such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change amounts had been paid in control, retention or similar agreement or arrangement between accordance with such Current Employee and the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure ScheduleNew Plan.

Employee Matters. (a) Following Each person who shall continue as an employee of the Surviving Corporation after the Effective Time and until shall, after the first anniversary Effective Time, be an at-will employee of Parent or Surviving Corporation to the extent permitted by applicable Law (a "Continuing Employee"); provided that each employee employed in the United States shall provide proof of the Closing Date right to work in the United States. Each Continuing Employee shall be eligible to receive benefits (orsuch as medical benefits, if earlierbonuses and 401(k)) maintained for employees of Parent consistent with Parent's employment policies. To the extent permitted by law and applicable tax qualification requirements and subject to any generally applicable break in service or similar rule, each Continuing Employee shall be given credit, for the date purpose of termination of employment of an applicable Current Employee), Parent shallany service requirements for participation eligibility, or shall cause one vesting, for his or her period of its Subsidiaries to, provide the individuals who are employed by the Partnership or any of the Partnership Subsidiaries immediately before the Effective Time (the “Current Employees”) and who continue employment during such time period with (i) annual base salary or hourly wage rate (as applicable) that is no less favorable than the annual base salary or hourly wage rate (as applicable) provided to such Current Employees immediately continuous coverage under comparable Company benefit plans prior to the Effective TimeTime to the extent permitted by Parent's benefit programs and consistent with Parent's employee benefit plans. No Continuing Employee, (ii) a target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) thator any or his or her eligible dependents, together in the aggregatewho, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees immediately prior to at the Effective Time, and (iii) employee benefits (excluding are participating in a Company group health plan shall be excluded from Parent's group plan, or limited in coverage thereunder, by reason of any defined benefit and supplemental pensions, retiree waiting period restriction or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate preexisting condition limitation to the other compensation extent permitted by Parent's employee benefit plans and employee benefits the insurance carrier or provider. To the extent consistent with law and applicable tax qualification requirements, Parent shall use its commercially reasonable efforts to ensure that each Continuing Employee shall receive credit under the Parent group health plan in which the Continuing Employee participates (subject to for the same exclusionspurpose of any annual out-of-pocket limitations) provided to similarly situated employees of Parent and its Subsidiaries. In for any deductibles or co-payments that such individual has paid or has been charged with under any Company group health plan during the event that, following calendar year in effect at the Effective Time to the extent consistent with the applicable policies of the insurance carrier or other provider. In furtherance of the foregoing, the Company shall terminate all employment agreements and until other arrangements with its employees effective as of the second anniversary Effective Time. Notwithstanding any of the foregoing to the contrary, none of the provisions contained herein shall operate to duplicate any benefit provided to any employee of the Company or the funding of any such benefit. The Company shall obtain a written release of claims against the Company in the form attached hereto as Exhibit D from each of the terminated employees and the Indemnifying Officer as well as any other officers and directors of the Company as to all claims arising on or before the Closing Date, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure Schedule.

Employee Matters. (a) Following For purposes of vesting, eligibility to participate and level of benefits under the Effective Time and until Employee Plans providing benefits to participants in the first anniversary Employee Plans of the Closing Date Company (or, if earlierincluding all eligible dependents) who continue as employees of Parent, the date of termination of employment of an applicable Current Employee), Parent shall, or shall cause one of its Subsidiaries to, provide the individuals who are employed by the Partnership Company or any other Subsidiary of the Partnership Subsidiaries immediately before Parent after the Effective Time (the “Current EmployeesCompany Participants”), each Company Participant shall, to the extent permitted by Applicable Law, receive credit for his or her years of service with the Company (and its Subsidiaries and predecessors) and who continue employment during prior to the Effective Time, to the same extent as such time period with (i) annual base salary Company Participant was entitled, prior to the Effective Time, to credit for such service under any similar Employee Plan in which such Company Participant participated or hourly wage rate (as applicable) that is no less favorable than the annual base salary or hourly wage rate (as applicable) provided was eligible to such Current Employees participate immediately prior to the Effective Time, (ii) a target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) ; provided that, together that such credit shall not result in duplication of benefits and such credit shall not apply with respect to any “years of service” or similar calculations for benefits to be paid under defined benefit pension plans. In addition, and without limiting the aggregategenerality of the foregoing, are no less favorable than for purposes of each Employee Plan providing medical, dental, pharmaceutical and/or vision benefits to any Company Participant after the target annual cash incentive compensation opportunity (expressed as a percentage Effective Time, Parent shall cause any and all pre-existing condition exclusions, actively-at-work or similar limitations, eligibility waiting periods and evidence of base salary) and target long-term incentive compensation opportunity (expressed as a percentage insurability requirements of base salary) that, together in the aggregate, were provided such Employee Plan to be waived with respect to such Current Employees Company Participant, unless such conditions would not have been waived under the comparable plans of the Company or its Subsidiaries in which such Company Participant participated immediately prior to the Effective Time, and (iii) employee benefits (excluding Parent shall provide such Company Participant with credit for any defined benefit and supplemental pensionsco-payments, retiree or post-termination health or welfare benefitsdeductibles, and retention offsets (or change in control payments or other special or one-time awards (collectively, similar payments) made during the “Excluded Benefits”)) portion of the plan year that are substantially comparable in the aggregate to the other compensation and employee benefits (subject to the same exclusions) provided to similarly situated employees of Parent and its Subsidiaries. In the event that, following includes the Effective Time and until for purposes of satisfying any applicable deductible, coinsurance, out-of-pocket or similar requirements under any Employee Plans in which they are eligible to participate after the second anniversary Effective Time. Nothing in this Section 7.05 (a) will be or be deemed to be an amendment of any Employee Plan of the Closing DateCompany or (b) will require Parent to continue the service relationship (whether as an employee, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(adirector, consultant, or otherwise) of the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure Scheduleindividual.

Employee Matters. (a) Following From the Effective Acceptance Time and until through no earlier than December 31 of the first anniversary of calendar year following the calendar year in which the Closing Date occurs (the “Continuation Period”), the Company or, if earlierafter the Effective Time, the date of termination of employment of an applicable Current Employee), Parent shall, or Surviving Corporation shall cause one of its Subsidiaries to, provide the individuals each individual who are is employed by the Partnership or Company and any of the Partnership Subsidiaries Company Subsidiary immediately before the Effective Acceptance Time (the each, a “Current EmployeesContinuing Employee”) and who continue employment during such time period to be provided with (i) annual base salary compensation and bonus or hourly wage rate (as applicable) incentive opportunities that is are no less favorable in the aggregate than the annual base salary compensation and bonus or hourly wage rate incentive opportunities (as applicableincluding value attributable to equity-based compensation) provided to such Current Employees Continuing Employee immediately prior to the Effective Time, Acceptance Time and (ii) a target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees immediately prior to the Effective Time, and (iii) employee benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate to those provided to such Continuing Employee immediately prior to the Acceptance Time. Except to the extent necessary to avoid the duplication of benefits, the Company or, if after the Effective Time, the Surviving Corporation shall recognize the service of each Continuing Employee prior to the Acceptance Time as if such service had been performed with Parent or its Affiliates (A) for all purposes under the Company Benefit Plans maintained by the Company or the Surviving Corporation or their respective Affiliates after the Acceptance Time (to the extent such plans, programs or agreements are provided to Continuing Employees), (B) for purposes of eligibility and vesting under any employee benefit plans and programs of the Company or the Surviving Corporation or their respective ERISA Affiliates other compensation than the Company Benefit Plans (the “Surviving Corporation Plans”) in which the Continuing Employee participates after the Acceptance Time and employee benefits (subject C) for purposes of determination of benefit accruals and benefit levels with respect to vacation, paid time off and severance under any Surviving Corporation Plan in which the Continuing Employee participates after the Acceptance Time (excluding, for the avoidance of doubt, benefit accrual under any defined benefit pension plans and non-qualified retirement plans), in each case to the same exclusions) provided to similarly situated employees of Parent extent such Continuing Employee’s service was recognized by the Company and its Subsidiariesthe Company Subsidiaries under the corresponding Company Benefit Plan in which such Continuing Employee participated immediately before the Acceptance Time. In addition, and without limiting the event thatgenerality of the foregoing, each Continuing Employee shall be immediately eligible to participate, without any waiting time, in any and all Surviving Corporation Plans to the extent coverage under any such plan replaces coverage under a comparable benefit plan in which such Continuing Employee participates immediately before the Acceptance Time. For the avoidance of doubt, following the Effective Time and until Acceptance Time, neither the second anniversary of Company nor the Closing Date, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current Employee Surviving Corporation shall be entitled have any obligation to severance benefits pursuant grant equity awards to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure ScheduleContinuing Employees.

Employee Matters. (a) Following the Effective Time and until the first anniversary For a period of at least twelve (12) months following the Closing Date (or, if earlier, the date of termination of employment of an the applicable Current Continuing Employee) (the “Continuation Period”), Parent Buyer shall, or shall cause one of its Subsidiaries Affiliates to, provide the individuals (i) each Business Employee who are is employed by the Partnership Company or any Company Subsidiary as of the Partnership Subsidiaries immediately before the Effective Time (which for the avoidance of doubt, shall not include any Short-Term Disability Leave Employee except as provided below) (each, a “Current EmployeesContinuing Employee”) and who continue employment during such time period with (ix) annual at least the same level of base salary or hourly wage rate (rate, as applicable) the case may be, that is no less favorable than the annual base salary or hourly wage rate (as applicable) was provided to such Current Employees Continuing Employee immediately prior to the Effective Time, (ii) a target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees immediately prior to the Effective TimeClosing Date, and (iiiy) employee benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) annual cash target incentive opportunities that are substantially comparable in the aggregate to the annual cash target incentive opportunities in effect with respect to such Continuing Employee immediately prior to the Closing Date, and (ii) each Continuing Employee with other compensation and employee benefits that are no less favorable, in the aggregate, to those provided to such Continuing Employee immediately prior to the Closing Date (other than defined benefit retirement benefits, retiree welfare benefits and equity incentives). Notwithstanding the foregoing, the terms and conditions of employment for any Continuing Employee subject to a CBA shall be in accordance with such agreement to the same exclusions) provided to similarly situated employees of Parent and its Subsidiariesextent required by Law. In the event that, following the Effective Time and until the second anniversary of Following the Closing Date, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current Employee Buyer shall be entitled to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any of its affiliates. Parent shall honor and comply withoffer, or cause its Affiliates to offer, employment to each Short-Term Disability Leave Employee if such Short-Term Disability Leave Employee returns to active status at work within the twelve (12) month period following the Closing Date (or such longer period as required by applicable Subsidiary Law) and upon their acceptance of such employment, such Short-Term Disability Leave Employee shall be treated as a Continuing Employee hereunder. Buyer and Seller shall reasonably cooperate in order to honor facilitate such offers and comply with, effectuate the severance agreements set forth on Section 5.7(a) transfer of employment of any Short-Term Disability Leave Employee to the Partnership Disclosure ScheduleCompany or an Affiliate thereof.

Employee Matters. (a) Following Newco shall maintain without substantive modification for a period of one year following the Effective Time those Enron Benefit Plans that are tax qualified ("tax qualified plans") under Sections 401(a) and until the first anniversary 501(a) of the Closing Date (or, if earlier, the date Code. The active or former employees of termination of employment of an applicable Current Employee), Parent shall, or shall cause one of its Subsidiaries to, provide the individuals Enron who are employed by the Partnership or any of the Partnership Subsidiaries immediately before after the Effective Time participate in a tax qualified plan sponsored or maintained by Newco or its U.S. federal income tax consolidated Subsidiaries (the “Current Employees”collectively, "Newco Group") will receive credit for service under such plan, but only for purposes of eligibility and who continue employment during such time period vesting, as if service with (i) annual base salary or hourly wage rate (as applicable) that is no less favorable than the annual base salary or hourly wage rate (as applicable) provided to such Current Employees immediately Enron prior to the Effective Time had been service with Dynegy. From and after the Effective Time, Enron employees, excluding those covered by collective bargaining agreements, will be provided severance benefits that are at least comparable in all respects to the severance benefits provided by Dynegy under its severance benefit plans and arrangements for similarly situated employees. For purposes of the foregoing obligation regarding severance, the term "severance benefit plans and arrangements" shall not include any individually negotiated agreements. The foregoing notwithstanding, nothing in this Section 7.16 shall obligate Dynegy to provide severance benefits if an employee is offered a comparable position, benefits and salary with a third-party purchaser of the business operation in which the employee works without regard to the form of the third-party purchase transaction. Enron Benefit Plans that are employee welfare benefit plans within the meaning of section 3(1) of ERISA, other than severance pay plans, shall be maintained for one year after the Effective Time without substantive change in either benefits provided or classes of employees covered; provided that such plans may be modified in accordance with past practice to take into account customary periodic design adjustments and employee premium costs to reflect experience and change in the law and provided that Enron employees may be provided medical benefits under the Dynegy medical benefit plans and arrangements for similarly situated employees commencing as of the January 1 immediately following the Effective Time. Enron employees who on or after the Effective Time become eligible for health care benefits under plans other than Enron Benefit Plans, if other than at the end of an annual coverage period under the analogous or correlative Enron Benefit Plan providing similar health benefits, shall under such plans be granted credit for co-pays, deductibles and the like applicable under the Enron Benefit Plan and shall not be subject to any preexisting condition exclusion that was not applicable under the Enron Benefit Plan. With respect to sick pay, severance pay and vacation time from and after the Effective Time, (iii) a target annual cash incentive to the extent benefits are dependent upon years of service and/or compensation opportunity (expressed as a percentage of base salary) criteria, service with and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees immediately received from Enron prior to the Effective Time, Time shall be credited as if it had been service with Dynegy and (iiiii) no Enron employee benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or who was active at the Effective Time shall have his annual vacation entitlement reduced for a one-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate to the other compensation and employee benefits (subject to the same exclusions) provided to similarly situated employees of Parent and its Subsidiaries. In the event that, year period following the Effective Time Time. Enron may in its discretion continue its present retiree medical program and its existing portable medical program until the second anniversary of the Closing DateEffective Time, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee provided there is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure Scheduleno substantive change.

Employee Matters. (a) Following the Effective Time and until the first anniversary of the Closing Date (or, if earlier, the date of termination of employment of an applicable Current Employee), Parent shall, or shall cause one of its Subsidiaries to, provide the individuals who are employed by the Partnership or any of the Partnership Subsidiaries immediately before the Effective Time (the “Current Employees”) and who continue employment during such time period with (i) annual base salary Seller shall cause all Business Employees who are not Sale Entity Employees or hourly wage rate TSA Support Employees to be transferred into a Sale Entity prior to the Closing Date; (as applicableii) that is no less favorable than the annual base salary or hourly wage rate (as applicable) provided to such Current Buyer shall cause all TSA Support Employees with a primary office location immediately prior to the Effective TimeClosing in Ohio, Utah, Wyoming, West Virginia, South Carolina or North Carolina to receive a Post-Closing Offer at least fifteen (ii15) a target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees immediately Business Days prior to the Effective Time, completion of individual elements of Transition Services Agreement; and (iii) employee benefits Buyer may, in its sole discretion, issue a Post-Closing Offer to any of the remaining TSA Support Employees, which shall be issued at least fifteen (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)15) that are substantially comparable in the aggregate Business Days prior to the other compensation and employee benefits (completion of individual elements of the Transition Services Agreement. Each such Post-Closing Offer shall be subject to and conditioned upon Closing and completion of the same exclusions) provided individual elements of the Transition Services Agreement and the satisfaction of the Post-Closing Employer’s standard applicable pre-employment screening processes, including with respect to similarly any applicable background checks and drug testing, which screening shall not be applied in a manner that is more stringent than as is applied to similarly-situated prospective employees of Parent Buyer and its SubsidiariesAffiliates. In Seller and its Affiliates shall not interfere with any such employment offer or negotiations by Xxxxx and its Affiliates to employ any TSA Support Employee or discourage any TSA Support Employee from accepting employment with the event thatPost-Closing Employer; provided that with respect to any Business Employee who, following the Effective Time and until the second anniversary as of the Closing Date, a Current Employee experiences a severance-qualifying termination is not active and is receiving wage replacement benefits (except as provided in Section 5.6(t) with respect to workers’ compensation benefits), such offer of employment as described shall be contingent and effective upon the employee’s return to active employment, provided such return to employment occurs within six (6) months after the Closing Date. To the extent that Buyer does not extend a Post-Closing Offer to any TSA Support Employees, and such employees are paid severance by Seller, Buyer shall reimburse Seller for the lesser of (x) the amount of such payment or (y) the amount such employee would have received if such employee had been on Section 5.7(a) Post-Closing Employer’s severance programs. Notwithstanding the foregoing, Seller may, in its sole discretion, decide to keep all or any portion of the Partnership Disclosure ScheduleBusiness Employees employed with Seller and its Affiliates for a period running concurrently with the term of the Transition Services Agreement (including any extensions thereto), in which case those Business Employees kept for support will become TSA Support Employees, in order to facilitate administration of the Transition Services Agreement with respect to post-Closing services, if any, and lease such Current employees to Buyer during such period pursuant to the Transition Services Agreement or a separate employee leasing agreement, with Buyer reimbursing Seller for the costs of continuing to employ such employees during such period in accordance with such agreement. With respect to any such leased employee, any references in this Section 5.6 to the “Closing Date” or similar shall refer instead to the last day of such leasing period, provided that the Continuation Period for any TSA Support Employee shall be entitled to severance benefits pursuant to measured from the formula set forth on Section 5.7(a) actual Closing Date rather than the end of the Partnership Disclosure Schedule, subject leasing period. Buyer shall cause each Business Employee to such Current Employee’s execution complete a USCIS Form I-9 at the time of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure Scheduleemployment with Post-Closing Employer.

Employee Matters. (a) Following For 12 months following the Effective Time and until the first anniversary of the Closing Date (or, if earlier, the date of termination of employment of an applicable Current Employee)Time, Parent shall, or and shall cause its Affiliates, the Surviving Corporation and its Subsidiaries to, honor in accordance with their terms all employment agreements of the Company or any of its Subsidiaries, except in the event the individuals covered under such agreements enter into new agreements with Parent, the Surviving Corporation or their Affiliates that supersede or change the terms of such employment agreements. If any Continuing Employee becomes covered by any employee benefit plan sponsored by Parent or any of its Affiliates or Parent or Surviving Corporation make any material change to a Company Plan that was in effect as of the date hereof (collectively, the “Continuing Employee Plans”) (i) Parent shall cause any such Continuing Employee Plans to recognize the service with the Company and its Subsidiaries prior to the Effective Time (to the extent such service was recognized by the Company and its Subsidiaries under the Company Plans) of each individual employed by the Company or one of its Subsidiaries to, provide the individuals who are employed by the Partnership or any of the Partnership Subsidiaries immediately before the Effective Time (the “Current Employees”) and who continue employment during such time period with (i) annual base salary or hourly wage rate (as applicable) that is no less favorable than the annual base salary or hourly wage rate (as applicable) provided to such Current Employees immediately prior to the Effective TimeTime and who remains in the employment of the Surviving Corporation or one of its Subsidiaries or Affiliates (each, a “Continuing Employee”) for all purposes of vesting, eligibility and benefit entitlement; and (ii) a target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and a target longfor 12 months following the Effective Time, Parent shall cause each Continuing Employee Plan that actually covers any Continuing Employee following the Effective Time to waive pre-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in existing condition limitations to the aggregate, are no less favorable than extent waived or not applicable under the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided analogous Company Plan relating to such Current Continuing Employee, and Parent shall cause such Continuing Employees immediately to be given credit under such Continuing Employee Plans for amounts paid prior to the Effective Time, and (iii) employee benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change Time during the year in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate to the other compensation and employee benefits (subject to the same exclusions) provided to similarly situated employees of Parent and its Subsidiaries. In the event that, following which the Effective Time occurs under a corresponding Company Plan during the same period for purposes of applying deductibles, co-payments and until out-of-pocket maximums as though such amounts had been paid in accordance with the second anniversary terms and conditions of the Closing Date, a Current applicable Continuing Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current Employee Plan. The foregoing shall be entitled to severance benefits pursuant not apply to the formula set forth on Section 5.7(a) extent such service credit would result in a duplication of benefits for the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee same period or is not otherwise entitled to receive severance benefits permitted by the applicable third party benefit provider under any employment, severance, change in control, retention or similar agreement or arrangement between the terms and conditions of such Current Continuing Employee and the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure SchedulePlan.

Employee Matters. (a) Following For a period beginning at the Effective Time and until ending on the first anniversary later of January 1, 2007, and the date that the employees of the Closing Date (or, if earlier, the date of termination of employment of an applicable Current Employee), Parent shall, or shall cause one of its Subsidiaries to, provide the individuals Company who are employed by primarily in the Partnership or any United States and who remain in the employment of the Partnership Surviving Corporation and its Subsidiaries immediately before following the Effective Time (the “Current Continuing Employees”) commence participation in the employee benefit plans maintained by Parent and who continue employment during its Subsidiaries (such time period with (i) annual base salary or hourly wage rate (as applicable) that is no less favorable than period, the annual base salary or hourly wage rate (as applicable) “Continuation Period”), the Continuing Employees shall receive employee benefits that, in the aggregate, are substantially comparable to the employee benefits provided under the Company’s employee benefit plans to such Current Employees employees immediately prior to the Effective Time, ; provided that neither Parent nor the Surviving Corporation nor any of their Subsidiaries shall have any obligation (ii) a target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees immediately prior except to the Effective Timeextent provided below in this Section 5.09(a)) to issue or adopt any plans or arrangements providing for the issuance of shares of capital stock, and (iii) warrants, options, stock appreciation rights or other rights in respect of any shares of capital stock of any entity or any securities convertible or exchangeable into such shares pursuant to any such plans or arrangements; provided further that no plans or arrangements of the Company or any of its Subsidiaries providing for such issuance shall be taken into account in determining whether employee benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate and instead, in the event that the Continuation Period covers the time that Parent makes its regular annual equity compensation grants to employees of Parent and its Subsidiaries for 2007, the other Continuing Employees shall be entitled to equity compensation and employee benefits (subject opportunities at such time to the same exclusions) provided to extent as other similarly situated employees of Parent and its Subsidiaries. In Following the event thatContinuation Period, following the Effective Time and until the second anniversary of the Closing Date, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current Employee Continuing Employees shall be entitled to severance benefits pursuant participate in the employee benefit plans maintained by Parent and its Subsidiaries (including equity-based and equity-related plans, but excluding any defined benefit pension plans and any post-employment health and other post-employment welfare plans) to the formula set forth on Section 5.7(a) same extent as other similarly situated employees of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release Parent and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure ScheduleSubsidiaries.

Employee Matters. Parent shall, for a period of 12 months immediately following the Effective Time, cause the Surviving Corporation and its Subsidiaries to provide employees of the Company and its Subsidiaries other than those covered by Company CBAs (athe “Company Employees”) Following with (i) the same level of base salary as in effect on the Effective Time and until (ii) employee benefit plans, programs, contracts and arrangements that are no less favorable, in the first anniversary of the Closing Date (oraggregate, if earlierthan similar employee benefit plans, the date of termination of employment of an applicable Current Employee)programs, Parent shall, or shall cause one of its Subsidiaries to, provide the individuals who are employed contracts and arrangements provided by the Partnership or any of the Partnership Subsidiaries immediately before the Effective Time (the “Current Employees”) Company and who continue employment during such time period with (i) annual base salary or hourly wage rate (as applicable) that is no less favorable than the annual base salary or hourly wage rate (as applicable) provided its subsidiaries to such Current Company Employees immediately prior to the Effective Time, (ii) a target annual cash incentive compensation opportunity (expressed as a percentage . Parent or one of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage its Affiliates shall recognize the service of base salary) that, together in Company Employees with the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees immediately Company prior to the Effective Time, and (iii) employee benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate to the other compensation and employee benefits (subject to the same exclusions) provided to similarly situated employees of Time as service with Parent and its Subsidiaries. In the event thatAffiliates in connection with any tax-qualified pension plan, 401(k) savings plan, welfare benefit plans and policies (including vacations and holiday policies) maintained by Parent or one of its Affiliates which is made available following the Effective Time by Parent or one of its Affiliates for purposes of any waiting period, vesting, eligibility and until the second anniversary of the Closing Date, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims benefit entitlement (which shall not include any restrictive covenantsbut excluding benefit accruals); provided, however, that with respect to any defined benefit pension plan maintained by Parent or one of its Affiliates in which any such Current Company Employee is not otherwise entitled participates following the Effective Time, such service credit shall be measured from the earliest date that such employee commenced participation in a tax-qualified pension or savings plan maintained by the Company or one of its Affiliates. Parent shall or, as appropriate, shall cause the Surviving Corporation to receive severance benefits (i) waive, or cause its insurance carriers to waive, all limitations as to pre-existing and at-work conditions, if any, with respect to participation and coverage requirements applicable to Company Employees under any welfare benefit plan (as defined in Section 3(1) of ERISA) which is made available to Company Employees following the Effective Time by Parent or one of its Affiliates, and (ii) provide credit to Company Employees for any co-payments, deductibles and out-of-pocket expenses paid by such employees under the employee benefit plans, programs and arrangements of the Company and its subsidiaries during the portion of the relevant plan year including the Effective Time. In the event Surviving Corporation or Parent or any of their successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each case, proper provision shall be made so that the successors and assigns of Surviving Corporation or Parent, as applicable, honor all the Company’s employment, severance, change termination and deferred compensation Contracts as in controleffect at the Effective Time, retention in accordance with the terms thereof. Notwithstanding the above, nothing in this Agreement shall alter the employment status of employees who are employed on an at-will basis, and nothing herein shall require the Surviving Corporation or similar agreement or arrangement between such Current Employee and its Subsidiaries to continue the Partnership or employment of any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, person for any specific period following the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure ScheduleClosing Date.

Employee Matters. (a) Following Seller and Purchaser shall cooperate in order to allow Purchaser to interview persons employed by Seller at the Effective Time and until the first anniversary Transferred Banking Center as of the Closing Date (or, if earlier, the date of termination of employment of an applicable Current Employee)this Agreement (“Employees”) at a location and at a time during regular business hours reasonably convenient to Purchaser and Seller, Parent shalland Seller shall excuse such Employees from their duties for such interviews, or shall cause one of its Subsidiaries to, provide so long as such interviews do not unduly interfere with the individuals who are employed by the Partnership or any operations of the Partnership Subsidiaries immediately before Transferred Banking Center. Such interviews shall be scheduled for completion not later than thirty (30) calendar days after the Effective Time date of this Agreement. Purchaser shall offer at-will employment to such Employees as Purchaser determines (the “Current Selected Employees”) and who continue employment during such time period with (i) ). Purchaser’s job offers shall provide for hourly rates of pay or annual base salary or hourly wage rate (salaries, as applicable) that is , in amounts no less favorable than those in effect for each Selected Employee as of the annual base salary or hourly wage rate (as applicable) provided to such Current Employees immediately prior to the Effective Timedate of this Agreement, (ii) a target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, are for benefits no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees immediately prior to the Effective Time, and (iii) employee benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable beneficial in the aggregate to the other compensation and employee than benefits (subject to the same exclusions) provided offered by Purchaser to similarly situated employees of Parent Purchaser. Purchaser shall have no obligation to create new benefit plans or programs that would be comparable to any of Seller’s existing benefit plans. Subject to timely enrollment, if required, and its Subsidiaries. In to the event thatextent permitted by the terms of any applicable insurance policies, following Selected Employees who become employees of Purchaser as of the Effective Time (“Transferred Employees”) and until their dependents, if any, shall, as of the second anniversary Effective Time, be eligible to participate in Purchaser’s welfare benefit plans, and, in any medical plan, without being subject to any pre-existing condition or actively-at-work limitations or exclusions. To the extent that a Transferred Employee becomes eligible to participate in an employee benefit plan maintained by Purchaser or one of its affiliates, Purchaser shall cause such plan to recognize the service of such Transferred Employee with the Seller and its subsidiaries (including any service recognized by Seller or its subsidiaries with respect to a Transferred Employee’s service with the Failed Bank and any of its subsidiaries) for purposes of eligibility and vesting, but not for benefit accruals or the rate of benefit accruals under the applicable Purchaser plan, unless otherwise provided herein. All Transferred Employees shall be subject to Purchaser’s paid time off (“PTO”) policies; provided that all such employees shall be given full credit for pre-Closing years of service with Seller and any of its subsidiaries (including any service recognized by Seller or its subsidiaries with respect to a Transferred Employee’s service with the Failed Bank and any of its subsidiaries) for PTO accrual purposes under Purchaser’s PTO policy as it applies to PTO accrued after the Effective Time. Prior to the Closing Date, a Current Employee experiences a severance-qualifying termination of employment Seller shall pay Employees for all accrued but unpaid PTO or vacation time or floating holidays as described on Section 5.7(a) of applicable, earned prior to the Partnership Disclosure ScheduleClosing Date. Benefits under Purchaser’s pension plans, such Current Employee if any, for Transferred Employees shall be entitled determined solely with reference to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure Scheduleservice with Purchaser.

Employee Matters. (a) Following the Effective Time and until the first anniversary of the Closing Date (or, if earlier, the date of termination of employment of an applicable Current Employee), Parent shall, or shall cause one of its Subsidiaries to, provide the individuals who are employed by the Partnership or any of the Partnership Subsidiaries immediately before the Effective Time (the “Current Employees”) and who continue employment during such time period with (i) annual base salary or hourly wage rate (As soon as applicable) that is no less favorable than the annual base salary or hourly wage rate (as applicable) provided to such Current Employees immediately prior to administratively practicable after the Effective Time, (ii) a target annual cash incentive compensation opportunity (expressed as a percentage Purchaser shall take all reasonable action so that Employees of base salary) Company and a target long-term incentive compensation opportunity (expressed as a percentage its Subsidiaries shall be entitled to participate in each benefit plan of base salary) that, together in Purchaser or its Subsidiaries of general applicability with the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage exception of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided any plan frozen to such Current Employees immediately prior to the Effective Time, and (iii) employee benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards new participants (collectively, the “Excluded BenefitsPurchaser Eligible Plans”)) that are substantially comparable in the aggregate to the other compensation and employee benefits (subject to the same exclusions) provided to similarly extent as similarly-situated employees of Parent Purchaser and its Subsidiaries. In the event that, following the Effective Time and until the second anniversary it being understood that inclusion of the Closing Date, a Current Employee experiences a severance-qualifying termination Employees of employment as described on Section 5.7(a) of Company and its Subsidiaries in the Partnership Disclosure Schedule, such Current Employee Purchaser Eligible Plans may occur at different times with respect to different plans; provided that coverage shall be entitled continued under corresponding Company Benefit Plans until such Employees are permitted to severance participate in the Purchaser Eligible Plans; provided further, that nothing contained in this Agreement shall require Purchaser or any of its Subsidiaries to make any grants to any former employee of Company or any of its Subsidiaries under any discretionary equity compensation plan of Purchaser or to provide the same level of (or any) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall cause each Purchaser Eligible Plan in which Employees of Company and its Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits pursuant under the Purchaser Eligible Plans, the service of such Employees with Company and its Subsidiaries to the formula set forth on Section 5.7(a) same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants)benefit amount; provided, however, that such Current Employee is service shall not otherwise entitled be recognized to receive severance benefits under any employmentthe extent that such recognition would result in a duplication of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until Employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, severanceand subject to subsections (b) and (g) of this Section 6.5, change nothing in control, retention this Agreement shall limit the ability of Purchaser to amend or similar agreement or arrangement between such Current Employee and the Partnership or terminate any of its affiliates. Parent shall honor the Company Benefit Plans in accordance with and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure Scheduleextent permitted by their terms at any time permitted by such terms.

Employee Matters. (a) Following Subject to Section 2.7, from and after the Effective Time Time, Parent will cause the Surviving Corporation to honor in accordance with their terms all Benefit Plans and until the first anniversary compensation arrangements and agreements of the Closing Date (or, if earlier, Company and the date of termination of employment of an applicable Current Employee), Parent shall, or shall cause one of its Company Subsidiaries to, provide the individuals who are employed by the Partnership or any of the Partnership Subsidiaries immediately before the Effective Time (the “Current Employees”) and who continue employment during such time period with (i) annual base salary or hourly wage rate (as applicable) that is no less favorable than the annual base salary or hourly wage rate (as applicable) provided to such Current Employees in effect immediately prior to the Effective Time, (ii) a target annual cash incentive compensation opportunity (expressed . Effective as a percentage of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees immediately prior to the Effective TimeTime and during the period from the Effective Time until December 31 of the calendar year following the calendar year in which the Closing occurs (the “Continuation Period”), Parent will provide, or will cause the Surviving Corporation to provide to each employee of the Company and (iii) employee benefits (excluding the Company Subsidiaries who continues to be employed by Parent or the Surviving Corporation or any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards of their respective Subsidiaries following the Effective Time (collectively, the “Excluded BenefitsContinuing Employees”), (i) an annual base salary or wage rate and target and maximum short-term annual incentive compensation opportunities that are no less than those provided to such Continuing Employee immediately prior to the Closing, (ii) target and maximum long-term cash incentive compensation opportunities that are no less than the target and maximum cash value assumptions that were used when granting target equity-based incentive compensation opportunities to such Continuing Employee prior to the Closing, (iii) to the extent not otherwise duplicative with other benefits, retirement benefits and accruals under the applicable Benefit Plans in accordance with the Company’s past practices, (iv) severance benefits upon an involuntary termination without cause (or termination for good reason, if applicable) at least equal to the severance benefits upon an involuntary termination without cause (or termination for good reason, if applicable) that would have been provided to each such Continuing Employee in the event of an involuntary termination without cause (or termination for good reason, if applicable) under the Benefit Plans of the Company and the Company Subsidiaries, without amendment, as currently in effect on the date of this Agreement or as required by applicable Law, and (v) to the extent not otherwise duplicative with employee benefits otherwise described in this Section 7.2(a), employee benefits that are substantially comparable at least as favorable in the aggregate as the employee benefits provided to such Continuing Employee immediately prior to the other compensation and employee benefits (subject to Closing under the same exclusions) provided to similarly situated employees of Parent and its Subsidiaries. In the event that, following the Effective Time and until the second anniversary Benefit Plans of the Closing Date, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee Company and the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure ScheduleCompany Subsidiaries.

Employee Matters. As of and subsequent to the Effective Time, Parent shall: (a) Following assume and honor employee bonus plans, change in control and severance plans and agreements and other retention plans and agreements listed in Section 4.18(a) of the Company Disclosure Schedule; (b) for a period of not less than twelve (12) months after the Effective Time, provide the employees of the Company or its Subsidiaries as of immediately prior to the Effective Time and until the first anniversary of the Closing Date (or, if earlierwho continue to be employed by Parent, the date of termination of employment of an applicable Current Employee), Parent shall, or shall cause one of Surviving Corporation and/or its Subsidiaries to, provide the individuals who are employed by the Partnership or any of the Partnership Subsidiaries immediately before on and after the Effective Time (the “Current Covered Employees”) terms and who continue employment during such time period with conditions of employment, base compensation, incentive opportunities, severance and aggregate other benefits (i) annual base salary or hourly wage rate (as applicableincluding retirement, group health, life, disability and vacation) that is no are not less favorable than to each Covered Employee, as provided by the annual base salary Company or hourly wage rate (as applicable) provided its Subsidiaries to such Current Employees Covered Employee immediately prior to the Effective Time; provided, (ii) a target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and a target that long-term incentive levels shall remain in effect through the 2017 grant period; (c) provide all Covered Employees with service credit for purposes of eligibility, participation, vesting and levels of benefits (but not for benefit accruals under any defined benefit pension plan), under any employee benefit or compensation opportunity plan, program or arrangement adopted, maintained or contributed to by Parent or the Surviving Corporation and/or their Subsidiaries in which Covered Employees are eligible to participate (expressed as a percentage the “Parent Plans”) for all periods of base salaryemployment with the Company or its Subsidiaries (or any predecessor entities) that, together in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees immediately prior to the Effective Time, and (iii) employee benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectivelywith Parent, the “Excluded Benefits”)Surviving Corporation and any of their Subsidiaries or Affiliates on and after the Effective Time; (d) that are substantially comparable in the aggregate cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any Parent Plan to be waived with respect to the other compensation Covered Employees and employee benefits (subject their eligible dependents, to the same exclusionsextent waived under the corresponding plan in which the applicable Covered Employee participated immediately prior to the Effective Time; and (e) provided to similarly situated employees of Parent give the Covered Employees and its Subsidiaries. In their eligible dependents credit for the event that, following plan year in which the Effective Time (or commencement of participation in a plan of Parent or the Surviving Corporation) occurs towards applicable deductibles and until annual out-of-pocket limits for expenses incurred prior to the second anniversary Effective Time (or the date of commencement of participation in any Parent Plan). The provisions of this Section 7.06 are solely for the benefit of the Closing Date, parties to the Agreement. No Covered Employee (including any beneficiary or dependent thereof) or any other Person shall be regarded for any purpose as a Current Employee experiences a severancethird-qualifying termination of employment as described on Section 5.7(a) party beneficiary of the Partnership Disclosure ScheduleAgreement, and no provision of this Section 7.06 shall create such Current rights in any such Persons. Nothing herein shall guarantee employment for any period of time or preclude the ability of Parent to terminate the employment of any Covered Employee shall be entitled at any time and for any reason, require Parent to severance benefits pursuant to continue any Employee Plans or other employee benefit plans or arrangements or prevent the formula amendment, modification or termination thereof after the Effective Time or amend any Employee Plans or other employee benefit plans or arrangements. Following the Effective Time, Parent will implement a retention program for Company employees consistent with the terms set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to Schedule 7.06 and containing such Current Employee’s execution of a customary release and waiver of claims (which shall additional terms as are not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure Scheduleinconsistent therewith.

Employee Matters. (a) Following Parent shall cause the Effective Time and until Surviving Corporation to honor the first anniversary obligations of the Closing Date (or, if earlier, the date of termination of employment of an applicable Current Employee), Parent shall, or shall cause one of its Subsidiaries to, provide the individuals who are employed by the Partnership Company or any of its subsidiaries under the Partnership Subsidiaries immediately before provisions of all collective bargaining, employment, consulting, termination, severance, change in control and indemnification agreements between and among the Effective Time (Company or any of its subsidiaries and any current or former officer, director, consultant or employee of the “Current Employees”) and who continue employment during such time Company or any of its subsidiaries as set forth in the appropriate Sections of the Company Disclosure Schedule. For a period with (i) annual base salary or hourly wage rate (as applicable) that is no less favorable than the annual base salary or hourly wage rate (as applicable) provided to such Current Employees immediately prior to of six months following the Effective Time, (ii) a target annual cash incentive compensation opportunity (expressed as a percentage Parent agrees that it will maintain, or will cause the Surviving Corporation and its subsidiaries to maintain, for the benefit of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees immediately prior to the Effective Time, and (iii) employee benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate to the other compensation and employee benefits (subject to the same exclusions) provided to similarly situated employees of Parent the Company and any of its Subsidiaries. In the event that, subsidiaries following the Effective Time compensation and until benefit plans, programs, arrangements and policies (other than equity based compensation plans, programs, arrangements and policies) as will provide compensation and benefits which in the second anniversary aggregate are not materially less favorable than those provided to such employees as of the Closing Datedate hereof under the Company Employee Benefit Plans (other than such equity based compensation plans, a Current Employee experiences a severance-qualifying programs, arrangement and policies) in accordance with their written terms (except as set forth on Sections 3.12 and 5.01 of the Company Disclosure Schedule with respect to acceleration of options on termination of employment by the Company) as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current Employee shall be entitled made available to severance benefits pursuant Parent and without regard to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants)formal or informal discretionary provisions; provided, however, the equity match in the Company's Retirement Savings Plan (the "RSP") shall be continued during such period substituting a cash contribution in lieu of Company Common Stock unless, at the discretion of Parent, Parent elects to substitute common stock of Parent. In the event that after the Effective Time the employment of any participant in the RSP at the Effective Time is terminated by the Company other than for Cause, such Current Employee is not otherwise entitled participant shall be 100% vested in any RSP matching contributions made by the Company on behalf of such participant or, at Parent's option, to the extent necessary to avoid adversely effecting the qualified status of the RSP under the Code, will receive severance benefits a cash payment in an amount equal to any forfeited matching contributions under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any of its affiliatesRSP. Parent shall honor and comply with, or cause its applicable Subsidiary pay to honor and comply with, the severance agreements set forth individuals listed on Section 5.7(a) 6.08 of the Partnership Company Disclosure ScheduleSchedule the amounts identified as targeted 1999 ICP bonus amounts opposite each such name in accordance with the payment schedule under the ICP.

Employee Matters. (a) Following With respect to the employees of the Company who remain employed after the Effective Time by the Company following the Effective Time (the “Continuing Employees”), and until to the first anniversary extent not prohibited under the terms of Parent’s applicable benefit plans, Parent shall treat and cause its applicable benefit plans to treat the service of the Closing Date (orContinuing Employees with the Company prior to the Effective Time as service rendered to Parent or any Affiliate of Parent for purposes of eligibility to participate and vesting, if earlierincluding applicability of minimum waiting periods for participation, and for the date purpose of termination of employment of an applicable Current Employee), determining future vacation and severance. Continuing Employees shall receive employee benefits no less favorable in aggregate than those provided to similarly situated Parent employees. Parent shall, or shall cause one of its Subsidiaries applicable Subsidiary to, assume and perform the Company’s employment and change in control agreements. Parent shall use commercially reasonable efforts to provide the individuals who are employed by the Partnership that no such Continuing Employee, or any of the Partnership Subsidiaries immediately before his or her eligible dependents, who, at the Effective Time (Time, are participating in the “Current Employees”) and who continue employment during such time Company’s group health plan shall be excluded from Parent’s group health plan, or limited in coverage thereunder, by reason of any waiting period with (i) annual base salary restriction or hourly wage rate (as applicable) pre-existing condition limitation other than waiting period restrictions or pre-existing condition limitations that is no less favorable than the annual base salary or hourly wage rate (as applicable) provided were applicable to such Current Employees Continuing Employee immediately prior to the Effective Time, (ii) a target annual cash incentive compensation opportunity (expressed as a percentage of base salary) Time and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) to provide credit for any coinsurance and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees immediately deductibles prior to the Effective Time, and (iii) employee benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable Time but in the aggregate same plan year. Notwithstanding the foregoing, Parent shall not be required to provide any coverage, benefits or credit inconsistent with the other compensation and employee benefits (subject to terms of any Parent benefit plans. Furthermore, nothing contained in this Section 5.14 shall require or imply that the same exclusions) provided to similarly situated employment of the employees of Parent and its Subsidiaries. In the event that, Company who are employed at the Effective Time will continue for any particular period of time following the Effective Time Time. This Section is not intended, and until shall not be deemed, to confer any rights or remedies upon any Person other than the second anniversary of the Closing Dateparties to this Agreement and their respective successors and permitted assigns, a Current Employee experiences a severance-qualifying termination to create any agreement of employment with any Person or to otherwise create any third party beneficiary hereunder, or to be interpreted as described on Section 5.7(a) an amendment to any plan of the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership Parent or any Affiliate of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure ScheduleParent.

Employee Matters. (aA) Following To the extent that an employee of GBNK and its Subsidiaries immediately prior to the Closing (collectively, the “Covered Employees”) becomes eligible to participate in an employee benefit plan maintained by the Resulting Corporation or any of its Subsidiaries (other than GBNK or its Subsidiaries) following the Effective Time, the Resulting Corporation shall cause such employee benefit plan to recognize the service of such Covered Employee with GBNK or its Subsidiaries for purposes of eligibility, participation, vesting and benefit accrual under such employee benefit plan of the Resulting Corporation or any of its Subsidiaries, to the same extent that such service was recognized immediately prior to the Effective Time and until the first anniversary of the Closing Date (or, if earlier, the date of termination of employment of an applicable Current Employee), Parent shall, or shall cause one of its Subsidiaries to, provide the individuals who are employed by the Partnership or any of the Partnership Subsidiaries immediately before the Effective Time (the “Current Employees”) and who continue employment during under a similar Employee Plan in which such time period with (i) annual base salary or hourly wage rate (as applicable) that is no less favorable than the annual base salary or hourly wage rate (as applicable) provided Covered Employee was eligible to such Current Employees participate immediately prior to the Effective Time; 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, or (ii) a target annual cash incentive compensation opportunity apply for purposes of any retiree medical plans or for purposes of benefit accrual under any defined benefit pension plan. With respect to any health care, dental or vision plan of the Resulting Corporation or any of its Subsidiaries (expressed as a percentage of base salaryother than GBNK and its Subsidiaries) and a target long-term incentive compensation opportunity in which any Covered Employee is eligible to participate, for the plan year in which such Covered Employee is first eligible to participate, the Resulting Corporation shall (expressed as a percentage of base salaryx) that, together in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity cause any preexisting condition limitations or eligibility waiting periods under such Resulting Corporation or Subsidiary plan (expressed as a percentage of base salaryexcluding any Employee Plan) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to be waived with respect to such Current Employees Covered Employee to the extent that such limitation would have been waived or satisfied under the similar Employee Plan in which such Covered Employee participated immediately prior to the Effective Time, and (iiiy) employee benefits use commercially reasonable efforts to cause any health care, dental and vision expenses incurred by such Covered Employee in the year that includes the Closing Date (excluding any defined benefit and supplemental pensionsor, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectivelyif later, the “Excluded Benefits”)year in which such Covered Employee is first eligible to participate) that are substantially comparable in the aggregate to the other compensation be recognized for purposes of any applicable deductible and employee benefits (subject to the same exclusions) provided to similarly situated employees of Parent and its Subsidiaries. In the event thatannual out-of-pocket expense requirements under any such health, following the Effective Time and until the second anniversary dental or vision plan of the Closing Date, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership Resulting Corporation or any of its affiliates. Parent shall honor and comply withSubsidiaries (excluding any Employee Plan), or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of extent that any such amount was recognized for a similar purpose under the Partnership Disclosure ScheduleEmployee Plans in which such Covered Employee participated immediately prior to the Effective Time.

Employee Matters. (a) Following 6.5.1 Prior to the Closing Date, Purchaser shall offer employment to the Business Employees listed on Schedule 6.5.1 and consulting or services engagements to the Business’ Contractors listed on Schedule 6.5.1. Effective Time and until on the first anniversary later of the Closing Date (or, if earlier, or the date of termination of on which each Transferred Employee or Contractor commences employment of an applicable Current Employee)or engagement by Purchaser, Parent shallas the case may be, Purchaser shall provide, or shall cause one of its Subsidiaries to be provided to, provide such Transferred Employee or Contractor, as the individuals who case may be, compensation, employee benefits, title, duties and responsibilities, location for performance of duties, credit for years of service, and terms and conditions of employment or consulting engagement that are employed by the Partnership or any of the Partnership Subsidiaries immediately before the Effective Time (the “Current Employees”) and who continue employment during such time period with (i) annual base salary or hourly wage rate (as applicable) that is no less favorable than the annual base salary or hourly wage rate (as applicable) provided to such Current Employees immediately prior to the Effective Timesubstantially similar, (ii) a target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, are no less favorable than as Purchaser provides to similarly-situated employees or contractors of Purchaser. Effective on the target annual cash incentive compensation opportunity (expressed as later of the Closing Date or the date on which a percentage Transferred Employee commences employment by Purchaser, to the extent permitted by Law and applicable tax qualification requirements, and subject to any generally applicable break in service or similar rule, and the approval of base salary) and target long-term incentive compensation opportunity (expressed as a percentage any insurance carrier, third party provider or the like with reasonable best efforts of base salary) thatPurchaser, together in the aggregate, were provided to such Current Employees immediately Transferred Employee shall receive credit for his service with Seller prior to the Effective TimeClosing for purposes of eligibility to participate and vesting (but not for benefit accrual purposes) under the employee benefit plans and arrangements of Purchaser, but only to the extent such service was given credit under the Seller Benefit Plans. Notwithstanding any of the foregoing to the contrary, none of the provisions contained herein shall operate to duplicate any benefit provided to any Transferred Employee or the funding of any such benefit. Subject to the approval of any insurance carrier, third party provider or the like with reasonable best efforts of Purchaser, Purchaser will also cause all (A) pre-existing conditions and proof of insurability provisions, for all conditions that each Transferred Employee and his covered dependents have as of the later of the Closing Date or the date on which such Transferred Employee commences employment by Purchaser, and (iiiB) employee benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) waiting periods under each plan that are substantially comparable would otherwise be applicable to newly hired employees to be waived in the aggregate case of clause (A) or clause (B) with respect to the other compensation and employee benefits (subject such Transferred Employee to the same exclusions) provided to similarly situated employees of Parent and its Subsidiaries. In the event that, following the Effective Time and until the second anniversary of the Closing Date, a Current extent waived or satisfied under Seller’s Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants)Benefit Plans; provided, however, that nothing in this sentence shall limit the ability of Purchaser from amending or entering into new or different employee benefit plans or arrangements provided such Current Employee is not otherwise entitled to receive severance benefits under any employmentplans or arrangements treat the Transferred Employees or Contractors, severanceas the case may be, change in control, retention a substantially similar manner as employees or similar agreement or arrangement between such Current Employee and the Partnership or any contractors of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure SchedulePurchaser are treated.

Employee Matters. (a) Following With respect to any “employee benefit plan” as defined in Section 3(3) of ERISA maintained by Parent or any of its subsidiaries in which any director, officer or employee of the Company or any Company Subsidiary (the “Company Employees”) will participate effective as of or after the Effective Time (collectively, “New Plans”), subject to applicable Law and until the first anniversary of the Closing Date (or, if earlier, the date of termination of employment of an applicable Current Employee)Tax qualification requirements, Parent shall, or shall cause one of its Subsidiaries the Surviving Corporation to, provide recognize all service of the individuals who are employed by Company Employees with the Partnership Company or any Company Subsidiary that is reflected in the books and records of the Company, as the case may be, for vesting, eligibility and level of benefits purposes (but not for accrual purposes, except for vacation and severance, excluding, for the avoidance of doubt, with respect to any defined benefit pension plan or post-retirement or post-termination health, medical or life insurance benefits) in any New Plan in which such Company Employees will be eligible to participate after the Effective Time, in each case except to the extent that recognizing such service would result in a duplication of benefits. To the extent any Company Employee participates in a New Plan that is a welfare plan or arrangement of Parent or any of its subsidiaries following the Partnership Subsidiaries immediately before Merger Closing Date (a “Parent Welfare Plan”), Parent and any of its subsidiaries will, to the Effective Time (extent permitted by applicable Law and any insurer or service provider under the “Current Employees”) and who continue employment during such time period with applicable Parent Welfare Plan, cause all (i) annual base salary or hourly wage rate (as applicable) that is no less favorable than the annual base salary or hourly wage rate (as applicable) provided pre-existing condition limitations which otherwise would be applicable to such Current Employees Company Employee and his or her covered dependents to be waived to the extent satisfied under a Company Benefit Plan comparable to such Parent Welfare Plan immediately prior to the Effective TimeMerger Closing Date or, if later, immediately prior to such Company Employee’s commencement of participation in such Parent Welfare Plan, (ii) a target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided participation waiting periods under each Parent Welfare Plan that would otherwise be applicable to such Current Employees Company Employee to be waived to the same extent waived or satisfied under the Company Benefit Plan comparable to such Parent Welfare Plan immediately prior to the Effective TimeMerger Closing Date or, if later, immediately prior to such Company Employee’s commencement of participation in such Parent Welfare Plan and (iii) employee benefits (excluding any defined benefit co-payments and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable deductibles paid by Company Employees in the aggregate to the other compensation and employee benefits (subject to the same exclusions) provided to similarly situated employees of Parent and its Subsidiaries. In the event that, following plan year in which the Effective Time and until the second anniversary occurs to be credited for purposes of the Closing Date, a Current Employee experiences a severance-qualifying termination satisfying any applicable deductible or out of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, pocket requirement under any such Current Employee shall be entitled to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants)Parent Welfare Plan; provided, however, that Parent’s obligations under this clause (ii) shall be subject to its receipt of all necessary information, from either the Company or such Current Company Employee, related to such amounts paid by such Continuing Employee. In addition, to the extent that any Company Employee has begun a course of treatment with a physician or other service provider who is considered “in network” under a Company Benefit Plan and such course of treatment is not otherwise entitled completed prior to receive severance benefits under any employmentthe Merger Closing, severanceParent will use commercially reasonable efforts to arrange for transition care, change whereby such Company Employee may complete the applicable course of treatment with the pre-Merger Closing physician or other service provider at “in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure Schedulenetwork” rates.

Employee Matters. (a) Following the Effective Time Closing Date, Purchaser shall maintain or cause to be maintained employee benefit plans and until compensation opportunities for the first anniversary benefit of employees (as a group) who are actively employed by Company and its Subsidiaries on the Closing Date (or“Covered Employees”) that provide employee benefits and compensation opportunities which, if earlierin the aggregate, are substantially comparable to the employee benefits and compensation opportunities that are generally made available to similarly situated employees of Purchaser or its Subsidiaries (other than Company and its Subsidiaries) (collectively, the date of termination of employment of an applicable Current Employee“Purchaser Plans”), Parent as applicable; provided that (i) in no event shall any Covered Employee be eligible to participate in any closed or frozen Purchaser Plan; and (ii) until such time as Purchaser shall cause Covered Employees to participate in the Purchaser Plans, a Covered Employee’s continued participation in employee benefit plans and compensation opportunities of Company and its Subsidiaries shall be deemed to satisfy the foregoing provisions of this sentence (it being understood that participation in the Purchaser Plans may commence at different times with respect to each Purchaser Plan). Notwithstanding any other provision of this Agreement to the contrary, Purchaser shall, or shall cause one of its Subsidiaries to, provide the individuals who are employed by Surviving Company to maintain the Partnership or any of the Partnership Subsidiaries immediately before Company’s Reduction in Force Severance Policy (as amended) without amendment following the Effective Time (the “Current EmployeesCompany Severance Plan”) and provide each Covered Employee whose employment is terminated (other than under circumstances that constitute a termination for “cause” or who continue employment are not otherwise party to an individual agreement that provides for severance pay) during such time period with (i) annual base salary or hourly wage rate (as applicable) that is no less favorable than the annual base salary or hourly wage rate (as applicable) provided to such Current Employees immediately prior to the Effective Time, (ii) a target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees immediately prior to the Effective Time, and (iii) employee benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate to the other compensation and employee benefits (subject to the same exclusions) provided to similarly situated employees of Parent and its Subsidiaries. In the event that, year period following the Effective Time with severance under the Company Severance Plan. ; provided that, the severance benefits provided to a terminated Covered Employee shall be determined without taking into account any reduction after the Effective Time in compensation paid to such Covered Employee and until may be conditioned on the second anniversary of Covered Employee signing a separation and general release agreement in the Closing Dateform reasonably acceptable to Purchaser. In addition, a Current Employee experiences a severance-qualifying termination of employment Purchaser shall, or shall cause the Surviving Company to, honor the obligations with respect to Company’s retiree medical program as described on set forth in Section 5.7(a6.5(a) of the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Company Disclosure Schedule.

Employee Matters. (a) Following As of the Effective Time and until the first anniversary of the Closing Date (or, if earlierTime, the date Business Employees shall cease to be employees of termination of employment of an applicable Current Employee), Parent shall, TWDC or shall cause one of its Subsidiaries to, provide the individuals who are employed by the Partnership or any of the Partnership Subsidiaries immediately before the Effective Time (the “Current Employees”) and who continue employment during such time period with (i) annual base salary or hourly wage rate (as applicable) that is no less favorable and shall become or continue to be employees of Spinco or its Subsidiaries without any interruption in employment, and Spinco or its Subsidiaries shall be the sole employer of the Business Employees at the Effective Time. At the Effective Time, Spinco and its Subsidiaries shall not employ any individuals other than the annual base salary Business Employees. The Business Employees (including Business Employees covered by collective bargaining agreements) shall be entitled to all compensation or hourly wage rate benefits accrued and payable under each Business Benefit Plan other than a Spinco Benefit Plan (as applicableexcluding any Business Benefit Plan providing severance or termination pay) provided to such Current Employees immediately prior to the Effective Date, which shall be paid by TWDC in accordance with the terms and conditions of such Business Benefit Plans as if such Business employee terminated employment with the sponsor of or participating employer in such Business Benefit Plan at the Effective Time. With respect to each of the collective bargaining agreements that currently cover one or more Business Employees, the Company agrees to take all actions necessary so that, effective at the Effective Time, Spinco shall assume and be bound by such agreements with respect to the applicable Business Employees, or shall enter into substantially identical collective bargaining agreements with respect to the applicable Business Employees, in each case such that, among other things, Spinco shall assume and be bound by the obligations under such agreements to provide employee benefits to the applicable Business Employees in accordance with the terms thereof. The Company acknowledges that it shall have a duty to bargain, pursuant to the National Labor Relations Act, with any and all labor organizations certified or recognized as the bargaining representative for any Business Employees. Notwithstanding the foregoing, TWDC shall retain all liabilities under the current terms of the collective bargaining agreements (i) relating to Business Benefit Plans for collectively bargained Business Employees to the extent provided in Section 6.7(b) of this Agreement, (ii) a target annual cash incentive compensation opportunity for all retiree welfare benefit obligations (expressed as a percentage of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in other than those for which Business Employees may meet the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees immediately prior to eligibility requirements following the Effective TimeTime and for which Business Employees are intended to pay the entire cost of coverage), and (iii) employee for all retiree welfare benefit obligations under which former employees under such collective bargaining agreements are currently receiving benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate to the other compensation and employee benefits (subject to the same exclusions) provided to similarly situated employees of Parent and its Subsidiaries. In the event that, following the Effective Time and until the second anniversary of the Closing Date, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled eligible to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure Schedulebenefits.

Employee Matters. At the Closing Date, Purchaser shall hire all Business Employees other than those set forth on Schedule 5.3 hereto (athe ------------ Business Employees to be hired by Purchaser are referred to as the "Employees"). Purchaser shall retain the Employees for a period of not less than 91 days following the Closing Date. If (i) Following the Effective Time and until Purchaser terminates the first anniversary employment of any Employee without "cause" during the 91 day period following the Closing Date, or (ii) the Purchaser relocates any Employee to an office more than 100 miles from such Employee's office at the Closing Date (orduring the 91 day period following the Closing Date without the Employee's consent and the Employee terminates employment as a result of such involuntary relocation, if earlier, then Purchaser shall provide such Employee with continued salary and employee benefits at the date of termination of employment of an applicable Current Employee), Parent shall, or shall cause one of its Subsidiaries to, provide the individuals who are employed by the Partnership or any of the Partnership Subsidiaries immediately before the Effective Time (the “Current Employees”) and who continue employment during such time period with (i) annual base salary or hourly wage rate (as applicable) that is no less favorable than the annual base salary or hourly wage rate (as applicable) and/or level provided to such Current Employees Employee immediately prior to the Effective Timedate of such termination or relocation for the remainder of the 91 day period following the Closing Date. For the purposes of this Section 5.3, "cause" shall mean (i) the conviction of a felony, (ii) a target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) thatthe willful failure to perform reasonable job- related requests, together in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees immediately prior to the Effective Time, and (iii) an act or omission of gross misconduct injurious to Purchaser, or (iv) a material violation of Purchaser's rules, policies or procedures. All Employees who work in positions comparable to employees of Purchaser who are covered by Purchaser's employee benefits benefit plans (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (such Employees collectively, the “Excluded Benefits”)"Covered Employees") that are substantially comparable in the aggregate shall be entitled, to the other compensation extent permitted by applicable law and the terms of Purchaser's employee benefits (subject benefit plans, to participate in all employee benefit plans of Purchaser to the same exclusions) provided to similarly situated extent as Purchaser's employees currently employed in comparable positions. To the extent permitted by applicable law, the period of Parent service with PSA and/or PSA SUB for all Covered Employees shall be recognized for vesting and its Subsidiarieseligibility purposes under Purchaser's employee benefit plans. In the event thatAll Covered Employees, following the Effective Time and until the second anniversary effective as of 12:00 a.m. midnight on the Closing Date, shall be covered under the medical and dental benefit plans of Purchaser as new employees of Purchaser with a Current Employee experiences a severancewaiver of any waiting period and of any pre-qualifying termination existing condition limitations. In addition, if the Closing Date falls within an annual period of employment as described on Section 5.7(a) coverage under any group health plan or group dental plan of the Partnership Disclosure SchedulePurchaser, such Current each Covered Employee shall be entitled to severance benefits pursuant to given credit for covered expenses paid by that Employee under the formula set forth on Section 5.7(a) comparable employee benefit plans of PSA or PSA SUB during the Partnership Disclosure Schedule, subject to such Current Employee’s execution applicable coverage period through the Closing Date towards the satisfaction of a customary release any deductible limitation and waiver out-of-pocket maximum that may apply under the group health plan or group dental plan of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee Purchaser and the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure ScheduleSubsidiaries.

Employee Matters. (a) Following With respect to each employee benefit plan or program or service-based policy maintained by Purchaser, the Surviving Corporation or their Affiliates following the Effective Time and until the first anniversary of the Closing Date (or, if earlier, the date of termination of employment of an applicable Current Employee), Parent shall, or shall cause one of its Subsidiaries to, provide the individuals who are employed by the Partnership or in which any of the Partnership employees of the Company and its Subsidiaries immediately before (the “Company Employees”) who continue to be employed by Purchaser, the Surviving Corporation or their Affiliates after the Effective Time, excluding any employees who are covered by a collective bargaining agreement (the “Continuing Employees”), participate after the Effective Time (the “Current EmployeesPurchaser Plans”), for purposes of determining eligibility to participate, vesting and benefit accrual (but not with respect to calculation or accrual of benefits under any defined benefit program), service with the Company and its Subsidiaries prior to the Effective Time (or predecessor employers to the extent the Company and its Subsidiaries provide past service credit) shall be treated as if such service were with Purchaser and who continue employment during its Subsidiaries to the same extent that such time period service was recognized by the Company and its Subsidiaries immediately prior to the Effective Time under the comparable Company Plan; provided, that such crediting of service does not result in any duplication of benefits. Purchaser shall in accordance with applicable Law, and shall otherwise use its commercially reasonable efforts to, ensure that each applicable Purchaser Plan that is a group health plan shall waive eligibility waiting periods, evidence of insurability requirements and pre-existing condition limitations to the extent (i) annual base salary similar limitations are already in effect with respect to a Continuing Employee that have been satisfied or hourly wage rate waived under the corresponding Company Plan immediately prior to the Effective Time or not included under the corresponding Company Plan immediately prior to the Effective Time and (as applicableii) permitted by the applicable insurance policy or otherwise under the Purchaser Plan. Prior to the Effective Time, if requested by Purchaser in writing, to the extent permitted by applicable Law and the terms of the applicable plan or arrangement, the Company shall (i) cause to be amended the employee benefit plans and arrangements of it and its Subsidiaries to the extent necessary to provide that is no less favorable than employees of Purchaser and its Subsidiaries shall commence participation therein following the annual base salary Effective Time unless Purchaser or hourly wage rate such Subsidiary explicitly authorizes such participation and (as applicableii) provided cause the Company tax-qualified 401(k) plan to such Current Employees be terminated effective immediately prior to the Effective Time, (ii) a target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees immediately prior to the Effective Time, and (iii) employee benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate to the other compensation and employee benefits (subject to the same exclusions) provided to similarly situated employees of Parent and its Subsidiaries. In the event that, following the Effective Time and until the second anniversary of the Closing Date, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure Schedule.

Employee Matters. (a) Following From the Effective Changeover Time and until through the first anniversary of the Closing Date (orEffective Time, if earlierParent shall cause the Company, the date of termination of employment of an applicable Current Employee), Parent shall, or shall cause one of its Subsidiaries to, Surviving Corporation and their respective Affiliates to provide the individuals each individual who are is employed by the Partnership Company or any of the Partnership Subsidiaries Company Subsidiary immediately before the Changeover Time who continues employment with Parent or the Surviving Corporation (or any Affiliate thereof) following the Effective Time (the each, a “Current EmployeesCompany Employee”) and who continue employment during such time period with (i) annual base salary or hourly wage rate (as applicable) compensation, bonus and incentive opportunities that is are no less favorable in the aggregate than the annual base salary or hourly wage rate compensation, bonus and incentive opportunities (as applicableincluding value attributable to equity based compensation generally, without giving effect to the Transactions) provided to such Current Employees Company Employee immediately prior to the Effective Time, (ii) a target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees immediately prior to the Effective Acceptance Time, and (iiiii) employee benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate to those provided to such Company Employee immediately prior to the other compensation Changeover Time. Except to the extent necessary to avoid the duplication of benefits, Parent shall cause the Company, the Surviving Corporation and their respective Affiliates to recognize the service of each Company Employee with the Company or a Subsidiary (or a predecessor) prior to the Changeover Time as if such service had been performed with Parent or its Affiliates for all purposes under the Company Benefit Plans maintained by the Company or the Surviving Corporation or their respective Affiliates after the Changeover Time and any employee benefits benefit plans and programs of Parent or the Surviving Corporation or their respective Affiliates (subject the “Parent Plans”) in which the Company Employee participates after the Changeover Time (excluding, for the avoidance of doubt, benefit accrual under any defined benefit pension plans), in each case to the same exclusions) provided to similarly situated employees of Parent and its Subsidiariesextent such Company Employee’s service was recognized by the Company or a Subsidiary under the corresponding Company Benefit Plan in which such Company Employee participated immediately before the Changeover Time. In addition, and without limiting the event that, following the Effective Time and until the second anniversary generality of the Closing Dateforegoing, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current each Company Employee shall be entitled immediately eligible to severance benefits pursuant participate, without any waiting time, in any and all Parent Plans to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits extent coverage under any employment, severance, change such plan replaces coverage under a comparable benefit plan in control, retention or similar agreement or arrangement between which such Current Company Employee and participates immediately before the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure ScheduleChangeover Time.

Employee Matters. (a) Following the Effective Time date hereof and until the first anniversary of prior to the Closing Date (orDate, if earlier, the date of termination of employment of an applicable Current Employee), Parent Regency shall, or shall cause one the Acquired Companies or another Affiliate of its Subsidiaries toRegency to offer to employ as a direct employee of Regency, provide the individuals who are employed by the Partnership Acquired Companies or any another Affiliate of the Partnership Subsidiaries immediately before the Effective Time (the “Current Employees”) and who continue employment during such time period with Regency each employee of Contributor (i) annual base salary who is assigned to, and devotes substantially all of his or hourly wage rate (as applicable) that is no less favorable than her time to, providing services to the annual base salary or hourly wage rate (as applicable) Acquired Companies, each of whom shall be identified by Contributor in a list to be provided to such Current Employees immediately prior to Regency within thirty (30) days after the Effective TimeExecution Date (collectively, the “Dedicated Employees”), which list shall include the name, title, business location and annual compensation of each Dedicated Employee, (ii) a target annual cash incentive compensation opportunity (expressed as a percentage who devotes some, but less than substantially all, of base salary) his or her time to providing services to the Acquired Companies, each of whom Contributor and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees immediately Regency shall identify by mutual agreement prior to the Effective TimeClosing Date (collectively, the “Shared Employees”), and (iii) employee benefits (excluding any defined benefit and supplemental pensionswho, retiree without regard to whether he or post-termination health she is a Dedicated Employee or welfare benefitsa Shared Employee, and retention or change is listed in control payments or other special or one-time awards Schedule 5.18(a)(iii) of the Contributor Disclosure Schedule (collectively, the “Excluded BenefitsListed Employees”, and together with the Dedicated Employees and Shared Employees, the “Offered Employees”). Such offers shall be for employment with substantially the same title and position, and with (i) that are substantially comparable a base pay or salary rate at least equal to the base pay or salary rate as in effect with respect to each such Offered Employee immediately prior to the Closing Date and (ii) bonus opportunities and employee benefits no less favorable in the aggregate to than the other compensation bonus opportunities and employee benefits (subject to the same exclusions) offered or provided to similarly situated employees of Parent Regency and its SubsidiariesAffiliates. In Both the event thatoffers from Regency or its Affiliates and any acceptances thereof by the Offered Employees shall be contingent upon the consummation of the transaction contemplated in this Agreement and effective upon the Closing Date. Offered Employees who accept such offers of employment from Regency or its Affiliates are referred to herein as “Transferred Employees.” Such employment of Transferred Employees as direct employees of Regency, following the Effective Time and until the second anniversary Acquired Companies or another Affiliate of Regency (as applicable) shall commence effective as of the Closing Date, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure Schedule.

Employee Matters. (a) Following For a period of not less than one (1) year following the Effective Time, Parent shall provide all individuals who are employees of the Company and its Subsidiaries on the Effective Time and until the first anniversary so long as they remain employees of the Closing Date (or, if earlier, the date of termination of employment of an applicable Current Employee), Parent shall, Company or shall cause one of its Subsidiaries to, provide the individuals (including employees who are employed by the Partnership not actively at work on account of illness, disability or any leave of the Partnership Subsidiaries immediately before absence) on the Effective Time (taken as a whole, the “Current Affected Employees”) and who continue employment during such time period ), with (i) annual base salary or hourly wage rate (as applicable) that is rates no less favorable than the annual base salary or hourly wage rate (rates as applicable) provided to in effect for such Current Employees immediately prior to Affected Employee as of the Effective Time, Time and (ii) a target annual cash incentive other compensation opportunity and employee benefits (expressed as a percentage whether pursuant to compensation or benefit plans maintained by Parent, the Surviving Corporation or any other Subsidiary of base salaryParent) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) thatthat are no less favorable, together in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees immediately prior to the Effective Time, and (iii) employee benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate to the other compensation and employee benefits (subject to the same exclusions) that are provided generally to similarly situated employees of Parent and its Subsidiaries. In the event that, following the Effective Time and until the second anniversary of the Closing Date, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants)Parent; provided, however, that such Current Employee is not otherwise entitled (x) for purposes of determining “other compensation and employee benefits” required to receive severance benefits under any employmentbe provided pursuant to clause (ii) above, severanceincentive compensation, change in controlcontrol bonuses, retention supplemental executive retirement benefits and any benefits that may result in excise taxes being imposed on the Company or similar agreement the Surviving Corporation shall be excluded. Nothing contained in this Section 7.9 shall be deemed to grant any Affected Employee any right to continued employment after the Effective Time nor to preclude Parent or arrangement between such Current its Subsidiaries from terminating the employment of any Affected Employee and for any reason or for no reason at any time following the Partnership Effective Time. Additionally, nothing contained in this Section 7.9 shall be deemed to grant any Affected Employee any right to any specific type or any of its affiliates. Parent shall honor and comply withamount of, or cause its applicable Subsidiary to honor and comply witheligibility for, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure Scheduleany compensation or benefit under any specific incentive compensation plan or employee benefit plan.

Employee Matters. (a) Following Simultaneously with the Effective Time and until the first anniversary of the Closing Date (or, if earlierMerger, the Surviving Corporation shall assume all employment agreements and termination benefit agreements and arrangements which are in effect at Company on the date hereof. Company and Parent agree to cooperate and take such reasonable actions as may be required to effect an orderly transition of benefits coverage under Company's 401(k) plan, including but not limited to, termination of employment such plan. As of an applicable Current Employee), Parent shall, or shall cause one of its Subsidiaries to, provide the individuals who are employed by the Partnership or any of the Partnership Subsidiaries immediately before the Effective Time (the “Current Employees”) and who continue employment during such time period with (i) annual base salary or hourly wage rate (as applicable) that is no less favorable than the annual base salary or hourly wage rate (as applicable) provided to such Current Employees immediately prior to the Effective Time, (ii) a target annual cash incentive compensation opportunity (expressed as a percentage of base salary) Parent shall cause the Surviving Corporation to honor and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) thatsatisfy all obligations and liabilities with respect to the Company Benefit Plans. Notwithstanding the foregoing, together in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided Surviving Corporation shall not be required to such Current Employees immediately prior to continue any particular Company Benefit Plan after the Effective Time, and any Company Benefit Plan may be amended or terminated in accordance with its terms and applicable law. To the extent that any Company Benefit Plan is terminated or amended after the Effective Time so as to reduce the benefits that are then being provided with respect to participants thereunder, Parent shall arrange for each individual who is then a participant in such terminated or amended plan to participate in a comparable Parent Benefit Plan in accordance with the eligibility criteria thereof, provided that (iiii) employee benefits (such participants shall receive full credit for years of service with Company or any of Company Subsidiaries prior to the Merger for purposes of eligibility and vesting, but excluding any defined benefit and supplemental pensions, retiree accrual or post-termination health or welfare the amount of benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)ii) that are substantially comparable such participants shall participate in the aggregate to the other compensation and employee benefits (subject to the same exclusions) provided Parent Benefit Plans on terms no less favorable than those offered by Parent to similarly situated employees of Parent and its Subsidiaries. In the event that, following the Effective Time (iii) Parent shall cause any and until the second anniversary of the Closing Date, a Current Employee experiences a severanceall pre-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant existing conditions limitations (to the formula set forth on Section 5.7(aextent such limitations did not apply to a pre-existing condition under the Company Benefit Plans) of the Partnership Disclosure Schedule, subject and eligibility waiting periods under any group health plans to be waived with respect to such Current Employee’s execution of a customary release participants and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure Scheduletheir eligible dependents.

Employee Matters. (a) Following the Effective Time and until the first anniversary For a period of twelve (12) months following the Closing Date (or, if earlier, the date of termination of employment of an applicable Current Employee“Transition Benefit Period”), Parent shallshall cause, or shall and cause one of its Subsidiaries the Surviving Corporation to, provide benefits, other than non-qualified deferred compensation arrangements (with the individuals exception of the COMFORCE Technical Services, Inc. Deferred Compensation Plan) or equity-based plans or arrangements, to persons who are employed by the Partnership or any Company and each Company Subsidiary at the Closing Date and who become employees of the Partnership Surviving Corporation and the Subsidiaries of the Surviving Corporation immediately before following the Effective Time Closing (the “Current Continuing Employees”) and who continue employment during such time period with (i) annual base salary or hourly wage rate (as applicable) that is no less favorable than the annual base salary or hourly wage rate (as applicable) provided to such Current Employees immediately prior to the Effective Time, (ii) a target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees immediately prior to the Effective Time, and (iii) employee benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable similar in the aggregate to the benefits provided under the Company Benefit Plans, other than non-qualified deferred compensation arrangements (with the exception of the COMFORCE Technical Services, Inc. Deferred Compensation Plan) or equity-based plans or arrangements, as in effect on the date hereof. Parent shall, and employee benefits (subject shall cause the Surviving Corporation to, treat, and cause the applicable benefit plans to treat, the same exclusions) provided service of Continuing Employees with the Company or the Subsidiaries of the Company attributable to similarly situated employees of Parent and its Subsidiaries. In the event that, following any period before the Effective Time as service rendered to Parent or the Surviving Corporation for purposes of eligibility to participate and until vesting, as applicable. Without limiting the second anniversary foregoing, Parent shall, and shall cause the Surviving Corporation not to treat any Continuing Employee as a “new” employee in the plan year in which the Effective Time occurs for purposes of any exclusions under any health or similar plan of Parent or the Surviving Corporation for a pre-existing medical condition, and any deductibles and co-pays paid under any of the Closing Date, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current EmployeeCompany’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any of its affiliates. the Subsidiaries’ health plans shall be credited towards deductibles and co-pays under the health plans of Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of Surviving Corporation in the Partnership Disclosure Scheduleplan year in which the Effective Time occurs.

Employee Matters. (a) Following Although Buyer currently intends to, and knows of no reason that it would not, for the Effective Time and until indefinite future, continue the first anniversary employment of essentially all employees on the payroll of the Closing Date Company (orsuch Company employees hereinafter referred to as “Transferred Employees”), if earlierBuyer reserves the right at any time to terminate any Transferred Employee. Buyer shall have the right to determine, in its sole discretion, the date of termination of employment of an compensation and benefits policies applicable Current Employee), Parent shall, or shall cause one of its Subsidiaries to, provide the individuals who are employed by the Partnership or any of the Partnership Subsidiaries immediately before the Effective Time (the “Current Employees”) and who continue employment during such time period with (i) annual base salary or hourly wage rate (as applicable) that is no less favorable than the annual base salary or hourly wage rate (as applicable) provided to such Current Employees immediately prior to the Effective Time, (ii) a target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Transferred Employees immediately prior to the Effective Time, and (iii) employee benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate to the other compensation and employee benefits (subject to the same exclusions) provided to similarly situated employees of Parent and its Subsidiaries. In the event that, following the Effective Time and until the second anniversary of the Closing Date, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants)after Closing; provided, however, that under any welfare, pension or profit sharing plans adopted by Buyer (but not for the actual accrual of benefits), (i) service with the Company and its affiliates prior to the Closing shall be counted for purposes of determining any period of eligibility to participate or to vest in benefits, including vacation rights, (ii) any amounts previously expended by Transferred Employees for purposes of satisfying deductibles under any medical or dental plans of the Company for the applicable current plan year shall be credited for purposes of satisfying any deductibles under Buyer’s plans, and (iii) no preexisting condition limitations (that would not have been applicable under the Company’s health benefit plans) shall be imposed on Transferred Employees upon admittance into any health benefits plan maintained by Buyer. Buyer shall not be required to assume the sponsorship of, or any obligation with respect to, any Plan sponsored by or contributed to by the Company. At the Closing, the Selling Parties shall disclose to Buyer any “employment loss,” as such Current Employee term is defined in the Worker Adjustment and Retraining Notification Act, incurred by the Company during the period beginning on the date of this Agreement and ending on the Closing Date. (along with confirmation that all such employment losses and other terminations of employment have not otherwise entitled to receive severance triggered liability of the Company or its Affiliates for any worker protection benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee the Worker Adjustment and the Partnership Retraining Notification Act or any of its affiliates. Parent shall honor and comply with, similar state or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure Schedulelocal law).

Employee Matters. (a) Following the Effective Time and until the first anniversary As of the Closing Date (or, if earlier, the date of termination of employment of an applicable Current Employee), Parent shall, or shall cause one of its Subsidiaries to, provide the individuals who are employed by the Partnership or any of the Partnership Subsidiaries immediately before the Effective Time (the “Current Employees”) and who continue employment during such time period with (i) annual base salary or hourly wage rate (as applicable) that is no less favorable than the annual base salary or hourly wage rate (as applicable) provided to such Current Employees immediately prior to the Effective Time, (ii) a target annual cash incentive compensation opportunity (expressed as a percentage of base salary) the Parent shall assume, or cause the Surviving Corporation to assume, all employment agreements and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) thattermination benefit agreements and arrangements which are in effect at the Company on the date hereof and Parent shall honor and satisfy, together in or cause the aggregateSurviving Corporation to honor and satisfy, are no less favorable than all obligations and liabilities with respect to the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) thatCompany Employee Benefit Plans. Notwithstanding the foregoing, together in the aggregate, were provided Surviving Corporation shall not be required to such Current Employees immediately prior to continue any particular Company Employee Benefit Plan after the Effective Time, and any Company Employee Benefit Plan may be amended or terminated in accordance with its terms and applicable law. To the extent that any Company Employee Benefit Plan (iiiother than an equity-based compensation plan) employee is amended or terminated within the six-month period immediately following the Effective Time so as to reduce the benefits that are then being provided with respect to participants thereunder, Parent shall arrange for each individual who is then a participant in such terminated or amended plan to participate in a benefit plan maintained by Parent or any of its Affiliates in accordance with the eligibility criteria thereof that provides the same type of benefit, provided that (i) such participants shall receive full credit for years of service with the Company or any Subsidiary (including any service with predecessor entities) prior to the Merger for purposes of eligibility and vesting but excluding any defined benefit and supplemental pensions, retiree accrual or post-termination health or welfare the amount of benefits, and retention (ii) for at least the six-month period immediately following the Effective Time, such participants shall participate in Parent or change in control payments Parent Affiliate benefit plans on terms no less favorable than those offered by Parent or other special or one-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate to the other compensation and employee benefits (subject to the same exclusions) provided its Affiliates to similarly situated employees of Parent or its Affiliates and its Subsidiaries. In the event that, following the Effective Time (iii) Parent shall cause any and until the second anniversary of the Closing Date, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant all preexisting conditions limitations (to the formula set forth on Section 5.7(aextent such limitations do not apply to a preexisting condition under the Company Employee Benefit Plan) of the Partnership Disclosure Schedule, subject and eligibility waiting periods under any group health plans to be waived with respect to such Current Employee’s execution of a customary release participants and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure Scheduletheir eligible dependents.

Employee Matters. (a) Following The Buyer shall ensure that all Persons who were employed by the Effective Time Company or any of its Subsidiaries immediately preceding the Closing Date, including those on vacation, leave of absence or maternity or disability leave, other than employees to whom a Collective Bargaining Agreement applies (the “Active Employees”) will be employed by the Buyer or an Affiliate of the Buyer (including but not limited to the Company or any of its Subsidiaries) on and until immediately after the first anniversary Closing Date, on substantially the same terms (including salary, fringe benefits, job responsibility and location) as those provided to such employees immediately prior to the Closing Date, excluding stock or equity-based compensation and severance, retention, change in control or similar-type compensation, except as otherwise provided in this Section 7.4. The Buyer agrees (i) to recognize, and to cause the Company, and each of its Subsidiaries, as applicable, to recognize the unions, which are parties to the Collective Bargaining Agreements identified in Schedule 5.16 as the sole and exclusive collective bargaining agents, as of the Closing Date (orand immediately thereafter, if earlier, for the date employees represented by such unions as of termination of the Closing Date who will continue employment of an applicable Current Employee), Parent shall, with the Company or shall cause one any of its Subsidiaries to, provide after the individuals who are employed by the Partnership or any of the Partnership Subsidiaries immediately before the Effective Time (the “Current Employees”) and who continue employment during such time period with (i) annual base salary or hourly wage rate (as applicable) that is no less favorable than the annual base salary or hourly wage rate (as applicable) provided to such Current Employees immediately prior to the Effective TimeClosing Date, (ii) a target annual cash incentive compensation opportunity (expressed as a percentage that on and immediately after the Closing Date the Company and each of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage its Subsidiaries presently party to any Collective Bargaining Agreement identified on Schedule 5.16 shall continue to be bound by the terms of base salary) that, together in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees immediately prior to the Effective Timeagreement, and (iii) employee benefits (excluding that it shall cause the Company and each of its Subsidiaries to comply with its respective obligations under such Collective Bargaining Agreements. The Buyer shall not, at any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate prior to the other compensation and employee benefits (subject to the same exclusions) provided to similarly situated employees of Parent and its Subsidiaries. In the event that, following the Effective Time and until the second anniversary of 90 days after the Closing Date, effectuate a Current Employee experiences a severance-qualifying termination “plant closing” or “mass layoff” as those terms are defined in the WARN affecting in whole or in part any facility, site of employment as described on Section 5.7(a) employment, operating unit or employee of the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership Company or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, Subsidiaries without complying fully with the severance agreements set forth on Section 5.7(a) requirements of the Partnership Disclosure ScheduleWARN.

Employee Matters. (a) Following Immediately following the Effective Time and until through the first anniversary of date that is six (6) months from the Closing Date (or, if earlier, the date of termination of employment of an applicable Current Employee“Benefits Continuation Period”), Parent shall, or and shall cause one of its it Subsidiaries (including the Surviving Corporation) to, provide the individuals who are employed by the Partnership or any each continuing employee of the Partnership Company and its Subsidiaries immediately before the Effective Time (the “Current Continuing Employees”) and who continue employment during such time period with (i) annual base salary (or hourly wage rate (as applicablebase wages) that is and annualized cash target bonuses, in the aggregate, no less favorable than the annual base salary (or hourly wage rate (as applicable) provided to such Current Employees immediately prior to the Effective Time, (ii) a target annual cash incentive compensation opportunity (expressed as a percentage of base salarywages) and a annualized cash target long-term incentive compensation opportunity (expressed as a percentage of base salary) thatbonuses, together in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees Continuing Employee immediately prior to the Effective Time, and (iiiii) employee benefits (excluding any defined benefit other than bonuses, equity-based and supplemental pensions, retiree or post-termination health or welfare incentive based benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate to the other compensation and employee benefits provided to such Continuing Employee as of the date of this Agreement. From and after the Effective Time, for the purposes of determining eligibility to participate, vesting and entitlement to benefits where length of service is relevant under any benefit plan or arrangement of Parent, the Surviving Corporation or any of their respective Affiliates, Parent shall, and shall cause its Subsidiaries (subject including, the Surviving Corporation) to, cause each Continuing Employee to receive service credit for service with the Company and its Subsidiaries to the same extent such service credit was granted under the Company Employee Plans (other than for the purposes of benefit accrual under a defined benefit plan) immediately prior to the Effective Time. Parent shall, and shall cause its Subsidiaries and Affiliates (including, the Surviving Corporation) to (i) waive all limitations as to preexisting conditions, exclusions, waiting periods, actively-at-work requirements, evidence-of-insurability requirements and all other limitations and restrictions with respect to participation and coverage requirements applicable to the Continuing Employees (and any spouses, domestic partners, dependents and beneficiaries thereof) provided under any welfare benefit plans that such individuals may be eligible to similarly situated participate in after the Effective Time, other than limitations or waiting periods that are already in effect with respect to such employees and that have not been satisfied as of Parent and its Subsidiaries. In the event that, following the Effective Time and until under any welfare benefit plan maintained for the second anniversary of the Closing Date, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant Continuing Employees immediately prior to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure ScheduleEffective Time.

Employee Matters. (a) Following First Indiana agrees that those employees of Somerset or its Subsidiaries who become employees of First Indiana or its Subsidiaries on the Effective Time Date ("Former Somerset Employees"), while they remain employees of First Indiana or its Subsidiaries after the Effective Date will be provided with benefits under employee benefit plans during their period of employment which are no less favorable in the aggregate than those provided by First Indiana to similarly situated employees of First Indiana and until its Subsidiaries or to those currently provided by Somerset. At the first anniversary Effective Time, First Indiana will amend or cause to be amended each employee benefit plan of First Indiana and its Subsidiaries in which Former Somerset Employees are eligible to participate, to the extent necessary, so that as of the Closing Date (or, if earlier, the date of termination of employment of an applicable Current Employee), Parent shall, or shall cause one of its Subsidiaries to, provide the individuals who are employed by the Partnership or any of the Partnership Subsidiaries immediately before the Effective Time (the “Current Employees”) and who continue employment during such time period with (i) annual base salary or hourly wage rate such plans take into account for purposes of eligibility, vesting and benefit accrual, the service of such employees with Somerset and its Subsidiaries as if such service were with First Indiana and its Subsidiaries, to the same extent that such service was credited under a comparable plan of Somerset and its Subsidiaries, (as applicableii) that is no less favorable than the annual base salary or hourly wage rate (as applicable) provided to such Current Former Somerset Employees and their dependents who were covered immediately prior to the Effective TimeTime under any medical benefit plan of Somerset are not subject to any waiting periods or pre-existing condition limitations under the comparable medical benefit plans of First Indiana or its Subsidiaries in which they are eligible to participate (other than waiting periods and pre-existing condition limitations no longer or more limiting than those to which they were subject under such medical benefit plan of Somerset) and may commence participation in such plans on the Effective Date, (iiiii) a target annual cash incentive compensation opportunity (expressed Former Somerset Employees will retain credit for unused sick leave and vacation pay which has been accrued as a percentage of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees immediately prior to the Effective Time, and (iiiiv) employee benefits (excluding any defined benefit for purposes of determining the entitlement of Former Somerset Employees to sick leave and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectivelyvacation pay following the Effective Time, the “Excluded Benefits”)) that are substantially comparable in the aggregate to the other compensation service of such employees with Somerset and employee benefits (subject to the same exclusions) provided to similarly situated employees of Parent its Subsidiaries shall be treated as if such service were with First Indiana and its Subsidiaries. In Notwithstanding the event thatforegoing, following it is contemplated that Financial Services will not adopt and maintain for its employees the Effective Time qualified defined benefit pension plan currently maintained by First Indiana and until its other Subsidiaries for their respective employees. Further, it is contemplated that Financial Services may cover its employees under the second anniversary of 401(k) and medical benefit plans now maintained by Somerset rather than under the Closing Date, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a401(k) of the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, medical benefit plans now maintained by First Indiana and its other Subsidiaries and that such Current Employee 401(k) plan of Somerset will continue to be in effect until at least January 1, 2001. It is not otherwise entitled also contemplated that Financial Services may cover its employees under the employee stock purchase plan now maintained by Somerset and that such plan will continue to receive severance benefits under any employmentbe in effect until at least January 1, severance2001, change except that such plan would relate to First Indiana Common Stock instead of Somerset Common Stock. Financial Services will honor the employment agreements of Somerset which have been disclosed to First Indiana in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any Disclosure Schedule of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure ScheduleSomerset.

Employee Matters. (a) Following Effective as of the Effective Time Closing, Seller and until the Company shall take all action necessary to cause the Company and the Company Subsidiaries to terminate and settle any outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the Company or any Company Subsidiary. During the period commencing on the Closing Date and ending on the first anniversary of the Closing Date (orthereof, if earlier, the date of termination of employment of an applicable Current Employee), Parent shall, or Purchaser shall cause one of its the Company and the Company Subsidiaries to, provide the individuals who are employed by the Partnership or any of the Partnership Subsidiaries immediately before the Effective Time (the “Current Employees”) and who continue employment during such time period with : (i) annual base salary provide each current Employee with employee benefits that are the same as, or hourly wage rate (as applicable) that is no less favorable than in the annual base salary or hourly wage rate (as applicable) aggregate substantially comparable to, the employee benefits provided to such Current Employees other similarly situated employees of Purchaser and (ii) honor, pay, perform and satisfy any and all liabilities, obligations and responsibilities to or in respect to each Employee, former Employee or director of the Company or any Company Subsidiary under the terms of each Benefit Plan and each Company Employment Agreement (including without limitation pursuant to the Company Severance Pay Plan), in each case, as in effect immediately prior to the Effective Time, (ii) a target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees immediately prior to the Effective Time, and (iii) employee benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate to the other compensation and employee benefits (subject to the same exclusions) provided to similarly situated employees of Parent and its Subsidiaries. In the event that, following the Effective Time and until the second anniversary of the Closing Date, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(aincluding the agreements referenced in Schedule 3.10(a) of the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants)Letter; provided, however, that such Current Employee is not otherwise entitled nothing herein shall limit Purchaser, or the Company or any Company Subsidiary, from exercising after the Closing any reserved right to receive severance benefits under amend, modify, suspend or terminate any employment, severance, change in control, retention Benefit Plan or similar agreement other employee compensation or benefit arrangement. Purchaser shall cause each employee benefit plan or arrangement between such Current Employee and the Partnership maintained or contributed to by Purchaser or any Company Subsidiary and in which an Employee participates or will participate to recognize all service of its affiliates. Parent shall honor such Employee with the Company or any Company Subsidiary (to the extent such credit was given by the comparable Benefit Plan) for purposes of eligibility and comply withvesting (but not for purposes of determining the amount of benefits or contributions) and, or cause its if applicable, to waive any exclusions for preexisting conditions under applicable Subsidiary group health plans (to honor and comply with, the severance agreements set forth on Section 5.7(a) of extent such conditions were covered under the Partnership Disclosure Scheduleapplicable Benefit Plan).

Employee Matters. (a) Following Starting on the Effective Time and until the first anniversary of day after the Closing Date and ending on the earlier of (ori) one year from the Closing Date and (ii) May 31, if earlier, 2001 (the date of termination of employment of an applicable Current Employee"Initial Period"), Parent shall, or shall will cause one of its Subsidiaries to, Surviving Corporation to provide the individuals who are employed by the Partnership or any employee benefit plans for eligible employees of the Partnership Subsidiaries immediately before Company (i.e., employees who satisfy the Effective Time (eligibility requirements of the “Current Employees”) and who continue employment during such time period with (i) annual base salary or hourly wage rate (Company Plans as applicable) that is no less favorable than the annual base salary or hourly wage rate (as applicable) provided to such Current Employees in effect immediately prior to the Effective Timedate of this Agreement, (iiand who continue to satisfy such eligibility requirements through the end of the Initial Period) a target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together that are not materially less favorable in the aggregate, are no less favorable aggregate than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were employee benefit plans provided to them as set forth on Schedule 3.8(a) of the Company Disclosure Statement on the date of this Agreement. With respect to any employee benefit plans established by Parent and made available by Parent to employees of the Company or any of its Subsidiaries, to the extent an employee of the Company or any of its Subsidiaries becomes eligible to participate in any such Current Employees plans, Parent shall grant to such employee from and after the Closing Date, credit for all service with the Company and its Subsidiaries (and any other service credited by the Company under similar Company Plans) prior to the Closing Date for eligibility to participate and vesting purposes. Notwithstanding the preceding sentence, no employee of the Company or any of its Subsidiaries shall receive credit for service with the Company and its Subsidiaries prior to the Closing Date for purposes of eligibility for, or vesting of, profit sharing contributions under the Mestek, Inc. Savings & Retirement Plan. To the extent Parent employee benefit plans provide medical or dental welfare benefits and an employee of the Company or any of its Subsidiaries becomes eligible to participate in any such plans, such plans shall waive any preexisting conditions and actively at-work exclusions with respect to employees of the Company and any of its Subsidiaries (but only to the extent such employees were covered under corresponding Company Plans immediately prior to the Effective Time, date they became eligible for coverage under such Parent employee benefit plans) and (iii) employee benefits (excluding shall provide that any defined benefit and supplemental pensions, retiree expenses incurred on or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, before the “Excluded Benefits”)) that are substantially comparable Closing Date in the aggregate to the other compensation and employee benefits (subject to the same exclusions) provided to similarly situated applicable plan year by or on behalf of such employees of Parent and its Subsidiaries. In the event that, following the Effective Time and until the second anniversary of the Closing Date, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant to taken into account under such Parent employee benefit plans for the formula set forth on Section 5.7(a) purposes of the Partnership Disclosure Schedulesatisfying applicable deductible, subject to co-insurance and maximum out-of- pocket provisions for such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure Scheduleemployees.

Employee Matters. Lilly has agreed to (aor cause the Surviving Corporation to) Following the Effective Time and until the first anniversary for a period of the Closing Date (or, if earlier, the date of termination of employment of an applicable Current Employee), Parent shall, or shall cause one of its Subsidiaries to, provide the individuals who are employed by the Partnership or any of the Partnership Subsidiaries immediately before year following the Effective Time (the “Current EmployeesContinuation Period”), provide to each individual who is employed by Loxo Oncology immediately prior to the Effective Time and who continues employment with Lilly or the Surviving Corporation (each, a “Company Employee”) and who continue employment during such time period with (i) annual a base salary or hourly wage rate (as applicable) that and target cash incentive opportunity that, in each case, is no less favorable than the annual base salary or hourly wage rate (as applicable) those provided to such Current Company Employee by Loxo Oncology immediately prior to the Effective Time and (ii) employee benefits (excluding cash incentive opportunities, equity and equity-based awards and change in control plans, programs and arrangements) that are substantially comparable in the aggregate to those provided to such Company Employee by Loxo Oncology immediately prior to the Effective Time. Notwithstanding the foregoing, during the Continuation Period, Lilly will (or will cause the Surviving Corporation to) provide any Company Employee who experiences a termination of employment under the circumstances set forth in the Disclosure Letter with severance benefits no less favorable than under the Loxo Oncology policies set forth in the Disclosure Letter, subject to the Company Employee’s execution of a general release of claims. Following the Continuation Period, Company Employees shall be eligible to participate in the plans of Lilly, the Surviving Corporation or their respective affiliates (the “Surviving Corporation Plans”), to the same extent as other similarly-situated employees of Lilly and its affiliates. In addition, and without limiting the generality of the foregoing, following the Effective Time, each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all Surviving Corporation Plans to the extent coverage under any such plan replaces coverage under a comparable Loxo Oncology benefit plan in which such Company Employee participated immediately prior to the Effective Time. Lilly will, or will cause the Surviving Corporation to include each Company Employee in the applicable 2019 annual bonus plan of Lilly or the Surviving Corporation following the Effective Time (and in the case of Lilly’s 2019 annual bonus plan, on a basis consistent with similarly-situated employees of Lilly) with such participation commencing as of January 1, 2019. From and after the Effective Time, Lilly will (or will cause the Surviving Corporation to) assume, honor and continue all of Loxo Oncology’s benefit plans and benefit agreements in accordance with their respective terms as in effect as of immediately prior to the Effective Time; however, Xxxxx or the Surviving Corporation, as applicable, shall not be limited in its ability to amend, modify or terminate any such benefit plan or benefit agreement in accordance with its terms as in effect as of immediately prior to the Effective Time. Company Employees will receive service credit under Surviving Corporation Plans that provide benefits for vacation, paid time-off, severance or 401(k) savings for purposes of determining eligibility to participate, level of benefits and vesting. However, the foregoing will not apply to the extent it would result in duplication of benefits for the same period of service or to any benefit plan that is a frozen plan or that provides benefits to a grandfathered employee population. With respect to any welfare plan maintained by Lilly or any of its subsidiaries in which any Company Employee is eligible to participate after the Effective Time, the Merger Agreement also requires Lilly to (or cause the Surviving Corporation to) (i) use commercially reasonable efforts to waive all limitations as to preexisting conditions and exclusions with respect to participation and coverage requirements applicable to such employees and their eligible dependents and beneficiaries, to the extent such limitations were waived, satisfied or did not apply to such employees or eligible dependents or beneficiaries under the corresponding Loxo Oncology welfare plans in which such employees participated immediately prior to the Effective Time, (ii) use commercially reasonable efforts to provide Company Employees and their eligible dependents and beneficiaries with credit for Table of Contents any co-payments and deductibles paid prior to the Effective Time under any of Loxo Oncology’s benefit plans in satisfying any analogous deductible or out-of-pocket maximum requirements for the year in which the Effective Time occurs, and (iii) use commercially reasonable efforts to waive any waiting period or evidence of insurability requirement that would otherwise be applicable to a target annual cash incentive compensation opportunity (expressed as a percentage of base salary) Company Employee and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) thathis or her eligible dependents on or after the Effective Time, together in each case, to the aggregateextent such Company Employee or eligible dependent had satisfied any similar limitation or requirement under an analogous Loxo Oncology benefit plan prior to the Effective Time. The Merger Agreement also requires Lilly to, are no less favorable than and to cause the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) thatSurviving Corporation to, together in with respect to any accrued but unused personal, sick or vacation time to which any Company Employee is entitled pursuant to the aggregatepersonal, were provided sick or vacation policies applicable to such Current Employees Company Employee immediately prior to the Effective Time, assume the liability for any accrued personal, sick or vacation time and (iii) employee benefits (excluding allow such Company Employee to use such accrued personal, sick or vacation time in accordance with the practice and policies of Lilly or the Surviving Corporation. Stockholder Litigation. Until the termination of the Merger Agreement in accordance with its terms, Loxo Oncology shall provide Lilly an opportunity to review and to propose comments to all material filings or responses to be made by Loxo Oncology in connection with any defined benefit Proceeding commenced, or to the knowledge of Loxo Oncology, threatened in writing, by or on behalf of one or more stockholders of Loxo Oncology against Loxo Oncology and supplemental pensions, retiree or post-termination health or welfare benefitsits directors relating to any of the Transactions, and retention Loxo Oncology shall give reasonable and good faith consideration to any comments proposed by Lilly. In no event shall Loxo Oncology enter into, agree to or change in control payments disclose any settlement with respect to such Proceedings without Xxxxx’x consent, such consent not to be unreasonably withheld, delayed or other special or one-time awards (collectivelyconditioned, the “Excluded Benefits”)) that are substantially comparable with certain exceptions set forth in the aggregate to the other compensation and employee benefits (subject to the same exclusions) provided to similarly situated employees of Parent and its SubsidiariesMerger Agreement. In the event that, following the Effective Time and until the second anniversary Loxo Oncology shall notify Lilly promptly of the Closing Date, a Current Employee experiences a severance-qualifying termination commencement or written threat of employment as described on Section 5.7(a) any such Proceeding of the Partnership Disclosure Schedule, which it has received notice or become aware and shall keep Lilly promptly and reasonably informed regarding any such Current Employee shall be entitled to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure ScheduleProceedings.

Employee Matters. (a) Following Each person who shall continue as an employee of the Surviving Corporation after the Effective Time and until shall, after the first anniversary Effective Time, be an at-will employee of Parent or Surviving Corporation to the extent permitted by applicable Law (a “Continuing Employee”); provided that each employee employed in the United States shall provide proof of the Closing Date right to work in the United States. Each Continuing Employee shall be eligible to receive benefits (orsuch as medical benefits, if earlierbonuses and 401(k)) maintained for employees of Parent consistent with Parent’s employment policies. To the extent permitted by law and applicable tax qualification requirements and subject to any generally applicable break in service or similar rule, each Continuing Employee shall be given credit, for the date purpose of termination of employment of an applicable Current Employee), Parent shallany service requirements for participation eligibility, or shall cause one vesting, for his or her period of its Subsidiaries to, provide the individuals who are employed by the Partnership or any of the Partnership Subsidiaries immediately before the Effective Time (the “Current Employees”) and who continue employment during such time period with (i) annual base salary or hourly wage rate (as applicable) that is no less favorable than the annual base salary or hourly wage rate (as applicable) provided to such Current Employees immediately continuous coverage under comparable Company benefit plans prior to the Effective TimeTime to the extent permitted by Parent’s benefit programs and consistent with Parent’s employee benefit plans. No Continuing Employee, (ii) a target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) thator any or his or her eligible dependents, together in the aggregatewho, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees immediately prior to at the Effective Time, and (iii) employee benefits (excluding are participating in a Company group health plan shall be excluded from Parent’s group plan, or limited in coverage thereunder, by reason of any defined benefit and supplemental pensions, retiree waiting period restriction or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate preexisting condition limitation to the other compensation extent permitted by Parent’s employee benefit plans and employee benefits the insurance carrier or provider. To the extent consistent with law and applicable tax qualification requirements, Parent shall use its commercially reasonable efforts to ensure that each Continuing Employee shall receive credit under the Parent group health plan in which the Continuing Employee participates (subject to for the same exclusionspurpose of any annual out-of-pocket limitations) provided to similarly situated employees of Parent and its Subsidiaries. In for any deductibles or co-payments that such individual has paid or has been charged with under any Company group health plan during the event that, following calendar year in effect at the Effective Time to the extent consistent with the applicable policies of the insurance carrier or other provider. In furtherance of the foregoing, the Company shall terminate all employment agreements and until other arrangements with its employees effective as of the second anniversary Effective Time. Notwithstanding any of the foregoing to the contrary, none of the provisions contained herein shall operate to duplicate any benefit provided to any employee of the Company or the funding of any such benefit. The Company shall obtain a written release of claims against the Company in the form attached hereto as Exhibit F from each of the terminated employees and all Indemnifying Officers as well as any other officers and directors of the Company as to all claims arising on or before the Closing Date, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure Schedule.

Employee Matters. (a) Following Seller shall use its reasonable efforts to ensure that all employees of Seller and its Affiliates who are primarily employed in the Effective Time and until Business shall be employed by the first anniversary of the Closing Date (or, if earlier, the date of termination of employment of an applicable Current Employee), Parent shall, Company or shall cause one of its Subsidiaries to, provide the individuals who are employed by the Partnership or any as of the Partnership Subsidiaries immediately before the Effective Time (the “Current Employees”) and who continue employment during such time period with (i) annual base salary or hourly wage rate (as applicable) that is no less favorable than the annual base salary or hourly wage rate (as applicable) provided to such Current Employees immediately prior to the Effective TimeClosing. Buyer acknowledges and agrees that Seller may accept resignations and retirements validly tendered and effect dismissals for serious misconduct and that any such actions will not be a breach of Seller’s obligations hereunder. Buyer agrees that, during the period commencing at the Closing Date and ending on the first anniversary thereof, the Company Employees will continue to be provided with total compensation (ii) a target including annual cash incentive compensation opportunity (expressed as a percentage of bonus opportunities, and base salary) and a target salary levels, but excluding transaction-related bonuses or equity or other long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salarycompensation) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees immediately prior to the Effective Time, and (iii) overall employee benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable which in the aggregate are comparable to those provided to the other compensation Company Employees (and, as applicable, their eligible beneficiaries and employee benefits (subject covered dependents) as of the date hereof. Buyer shall allow all Company Employees and their dependents to the same exclusions) provided to similarly situated employees of Parent and its Subsidiaries. In the event thatparticipate, following the Effective Time and until the second anniversary effective as of the Closing Date, a Current Employee experiences a severancein Buyer’s benefit plans without any gap or lapse in coverage. The Company Employees and their eligible dependents shall not be subject to any pre-qualifying termination of employment as described on Section 5.7(a) existing condition limitations under Buyer’s group health plans to the extent that such limitations were not applicable to Company Employees under the group health plans maintained for the benefit of the Partnership Disclosure Schedule, such Current Company and its Subsidiaries. Buyer’s employee benefit plans and programs shall recognize all service credited to any Company Employee for purposes of (i) eligibility and vesting (but not benefit accrual under any Pension Plan) and (ii) the amount of annual vacation time under any vacation policy to which a Company Employee shall be entitled to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants)entitled; provided, however, that such Current Employee is service need not otherwise entitled be credited to receive severance benefits under the extent it would result in a duplication of benefits. Seller shall retain sole responsibility for, and shall indemnify Buyer and its Affiliates in respect of, any employment, severance, change transaction-related bonuses payable to Company Employees agreed to by Seller or its Affiliates prior to the Closing in control, retention connection with the transactions contemplated hereby. Nothing in this Section 5.8 shall prevent the amendment or similar agreement termination of any Company Benefit Plan or arrangement between such Current Employee and limit the Partnership right of Buyer or any of its affiliatesAffiliates to terminate the employment of any Company Employee at any time. Parent Without limiting the generality of Section 11.5, nothing in this Section 5.8, express or implied, is intended to or shall honor and comply withconfer upon any Company Employee any right, benefit or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) remedy of the Partnership Disclosure Scheduleany nature whatsoever.

Employee Matters. (a) Following From and after the Effective Time, Parent will cause the Surviving Corporation to honor, in accordance with their terms, the executive, employment and other agreements and arrangements relating to officers and employees of TCI Group set forth in Section 7.12(a) of the Company Disclosure Statement (the "Executive Agreements") and all the Employee Plans and Benefit Arrangements relating to TCI Group; provided, however, that nothing herein shall preclude any change in any Executive Agreement, Employee Plan or Benefit Arrangement effective on a prospective basis that is permitted pursuant to the terms of the applicable Employee Plan or Benefit Arrangement. Company performance in respect of any performance or other programs shall be calculated without taking into account any expenses or costs directly associated with or arising as a result of the transactions contemplated by this Agreement or any non-recurring charges that would not reasonably be expected to have been incurred had the transactions contemplated by this Agreement not occurred. With respect to employees of TCI Group, Parent shall assume the obligations of the Company under the Employee Plans and Benefit Arrangements as in effect immediately prior to the Effective Time and until the first anniversary of the Closing Date (or, if earlier, the date of termination of employment of an applicable Current Employee), Parent shall, or shall cause one of its Subsidiaries to, will provide the individuals who employee benefit plans with aggregate employee benefits to Company Employees that are employed by the Partnership or any of the Partnership Subsidiaries immediately before the Effective Time (the “Current Employees”) and who continue employment during such time period with (i) annual base salary or hourly wage rate (as applicable) that is no less favorable than the annual base salary or hourly wage rate (as applicable) aggregate benefits provided to such Current Employees them immediately prior to the Effective Time; provided that Parent at its sole option may provide employee benefits to Company Employees which, (ii) a target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees immediately prior to the Effective Time, and (iii) employee benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate to the other compensation and employee benefits (subject to the same exclusions) provided those applicable to similarly situated employees of Parent. With respect to any plans established by Parent, to the extent a Company Employee becomes eligible to participate in any such plans, Parent shall grant to such Company Employee from and after the Effective Time, credit for all service with the Company and its Subsidiaries. In affiliates and predecessors (and any other service credited by the event that, following Company under similar Employee Plans and Benefit Arrangements) prior to the Effective Time for eligibility to participate, benefit accrual and until vesting purposes (except that no such credit shall be required for (i) benefit accrual purposes under defined benefit pension plans, or the second anniversary schedule of benefits under Parent's severance pay and short-term disability plans and programs, (ii) eligibility to receive post-retirement ancillary benefits (consisting at this time of medical, dental, death and telephone concession benefits) or (iii) calculating Parent service for purposes of "bridging" prior Parent service under Parent benefit plans). To the Closing Date, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Scheduleextent Parent benefit plans provide medical or dental welfare benefits, such Current plans shall waive any preexisting conditions and actively at-work exclusions with respect to Company Employees (but only to the extent such Company Employees were provided coverage under the Employee Plans and Benefit Arrangements) and shall provide that any expenses incurred on or before the Effective Time in the applicable plan year by or on behalf of any Company Employees shall be entitled to severance benefits pursuant to taken into account under the formula set forth on Section 5.7(a) Parent benefit plans for the purposes of the Partnership Disclosure Schedulesatisfying applicable deductible, subject to co-insurance and maximum out-of-pocket provisions for such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure ScheduleCompany Employees.

Employee Matters. (a) Following the Effective Time and until the first anniversary CHC agrees that those employees of the Closing Date (or, if earlier, the date Virginia Savings who become employees of termination of employment of an applicable Current Employee), Parent shall, CHC or shall cause one of its Subsidiaries to, provide the individuals who are employed by the Partnership or any of the Partnership Subsidiaries immediately before subsidiaries on the Effective Time (the “Current Former VSB Employees”) ), while they remain employees of CHC or its subsidiaries after the Effective Time will be provided with benefits under employee benefit plans during their period of employment which are no less favorable in the aggregate than those provided by CHC to similarly situated employees of CHC and who continue employment during such time period with its subsidiaries, except as otherwise provided herein. Except as hereinafter provided, at the Effective Time, CHC will amend or cause to be amended each employee benefit and welfare plan of CHC and its subsidiaries in which Former VSB Employees are eligible to participate, to the extent necessary, so that as of the Effective Time (i) annual base salary such plans take into account for purposes of eligibility, participation, vesting and benefit accrual (except that there shall not be any benefit accrual for past service under any qualified defined benefit pension plan), the service of such employees with Virginia Savings as if such service were with CHC and its subsidiaries, (ii) Former VSB Employees are not subject to any waiting periods or hourly wage rate (as applicable) that is no less favorable than pre-existing condition limitations under the annual base salary medical, dental and health plans of CHC or hourly wage rate (as applicable) provided its subsidiaries in which they are eligible to participate and may commence participation in such Current Employees immediately prior to plans on the Effective Time, (iiiii) Former VSB Employees will retain credit for unused sick leave (to a target annual cash incentive compensation opportunity (expressed as a percentage maximum of base salary180 days) and a target long-term incentive compensation opportunity (expressed vacation pay for unused vacation days for the current year only without carryover of vacation days for prior years, which has been accrued as a percentage of base salary) that, together in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees immediately prior to the Effective Time, (iv) for purposes of determining the entitlement of Former VSB Employees to sick leave and (iii) employee benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate to the other compensation and employee benefits (subject to the same exclusions) provided to similarly situated employees of Parent and its Subsidiaries. In the event that, vacation pay following the Effective Time and until Time, the second anniversary service of the Closing Date, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current Employee employees with Virginia Savings shall be entitled treated as if such service were with CHC and its subsidiaries; and (v) Former VSB Employees are first eligible to severance benefits pursuant participate and will commence participation in the CHC 401(k) Plan on the Effective Time. Notwithstanding the foregoing, no Former VSB Employees shall be eligible to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employeeparticipate in City Holding’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure ScheduleWest Virginia Bankers Association Master Retirement Plan.

Employee Matters. (a) Following the Effective Time and until the first anniversary of For one (1) year following the Closing Date (or, if earlier, or until the date of termination of employment of an applicable Current Employeethe relevant employee, if earlier), Parent Buyer shall, or shall cause one of its Subsidiaries to, provide to the individuals employees of any member of the Company Group as of the date hereof, including employees not actively at work due to injury, vacation, military duty, disability or other leave of absence, who are continue to be employed by the Partnership or any member of the Partnership Subsidiaries immediately before the Effective Time Company Group during any portion of this one-year period (the “Current Company Employees”) and who continue employment during such time period with (i) annual as to the Company Employee at least the same level of base salary or hourly wage rate (rate, as applicable) the case may be, that is no less favorable than the annual base salary or hourly wage rate (as applicable) was provided to such Current Employees Company Employee immediately prior to the Effective TimeClosing, (ii) a target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and a target longbonus opportunities, other than any equity or equity-term incentive compensation opportunity (expressed as a percentage of base salary) thatbased, together in the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were provided to such Current Employees immediately prior to the Effective Time, and (iii) employee benefits (excluding any defined benefit and supplemental pensionspension, retiree or post-termination health or welfare benefitswelfare, and retention or change in control payments control, severance, deferred compensation, retention, equity or other special or oneequity-time awards based incentive opportunities (collectively, the “Excluded Benefits”)) that are substantially at least as favorable in the aggregate as the target annual cash bonus opportunities (but not change in control, severance, deferred compensation, retention, equity or equity-based incentive opportunities) in effect with respect to the Company Employee immediately prior to the Closing, (iii) severance pay and benefits to Company Employees who incur a “qualifying termination” at any time during the one (1) year period following the Closing at levels that are at least as favorable in the aggregate as the levels of such severance pay and benefits as in effect under the applicable Plans immediately prior to the Closing (where, for such purpose, “qualifying termination” shall mean any termination of employment that would have resulted in severance pay and benefits under such Plan if such termination had occurred immediately prior to the Closing), and (iv) other employee benefits (other than the Excluded Benefits) that are comparable in the aggregate to the other compensation and employee benefits (subject those provided to Company Employees immediately prior to the same exclusions) provided to similarly situated employees of Parent and its Subsidiaries. In the event that, following the Effective Time and until the second anniversary of the Closing Date, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure ScheduleClosing.

Employee Matters. (a) Following Seller shall, or shall cause its Affiliates to, terminate the Effective Time employment of all Business Employees (except as agreed to in writing by Buyer), subject to and effective upon the Closing Date. Seller shall payout any accrued but unused vacation and/or paid time off for such terminated Business Employees. Buyer shall contemporaneously offer employment effective as of Closing to all such Business Employees and shall provide each employee who remains employed immediately after the Closing (“Continuing Employee”) until the first twelve-month anniversary of the Closing Date (or, if earlier, the date of termination of employment of an applicable Current Employee), Parent shall, or shall cause one of its Subsidiaries to, provide the individuals who are employed by the Partnership or any of the Partnership Subsidiaries immediately before the Effective Time (the “Current Employees”) and who continue employment during such time period with with: (i) annual base salary or hourly wage rate (as applicable) that is no less favorable than wages which are comparable to the annual base salary or hourly wage rate (as applicable) wages provided to such Current Employees by Seller immediately prior to the Effective Time, Closing; (ii) a target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and a target long-term incentive compensation opportunity (expressed as a percentage of base salary) thatbonus opportunities, together in which are comparable to the aggregate, are no less favorable than the target annual cash incentive compensation opportunity (expressed as a percentage of base salary) and target long-term incentive compensation opportunity (expressed as a percentage of base salary) that, together in the aggregate, were bonus opportunities provided to such Current Employees by Seller immediately prior to the Effective Time, and Closing; (iii) employee retirement and welfare benefits (excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits, and retention or change in control payments or other special or one-time awards (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate than those provided by Seller immediately prior to the other compensation Closing; (v) a comparable position of employment (or position with the comparable functional responsibilities) and employee benefits (subject scheduled hours as in effect immediately prior to Closing. Seller shall, and shall cause its Affiliates to, make commercially reasonable efforts to cooperate with Buyer and its Affiliates with respect to making employment offers to the same exclusions) Business Employees and transitioning the employment of the Continuing Employees as contemplated by this Agreement. For the avoidance of doubt, and notwithstanding anything in this Agreement to the contrary, except as otherwise provided in any applicable employment agreement, neither Buyer nor any of its Affiliates shall be obligated to similarly situated employees of Parent and its Subsidiaries. In the event that, continue to employ any Continuing Employee for any period following the Effective Time and until Closing. Except as expressly provided herein or as required under applicable Laws, the second anniversary Continuing Employees shall cease participation in the Employee Plans as of the Closing Date, a Current Employee experiences a severance-qualifying termination of employment as described on Section 5.7(a) of the Partnership Disclosure Schedule, such Current Employee shall be entitled to severance benefits pursuant to the formula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, subject to such Current Employee’s execution of a customary release and waiver of claims (which shall not include any restrictive covenants); provided, however, that such Current Employee is not otherwise entitled to receive severance benefits under any employment, severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Partnership or any of its affiliates. Parent shall honor and comply with, or cause its applicable Subsidiary to honor and comply with, the severance agreements set forth on Section 5.7(a) of the Partnership Disclosure Schedule.