Common use of Employee Matters Clause in Contracts

Employee Matters. (a) From and after the Closing Date, with respect to employees of the Company or its Subsidiaries immediately before the Effective Time who continue employment with the Surviving Corporation or any Subsidiary of the Surviving Corporation following the Effective Time (“Continuing Employees”), Parent shall use reasonable efforts to cause the service of each such Continuing Employee with the Company and its ERISA Affiliates prior to the Closing Date to be recognized for purposes of eligibility to participate, levels of benefits (but not for benefit accruals under any defined benefit or other pension or retirement plan) and vesting under each compensation, vacation, fringe or other welfare benefit plan, program or arrangement of Parent, Ultimate Parent, the Surviving Corporation or any of their ERISA Affiliates, but not including any sabbatical or equity compensation plans, programs, agreements or arrangements (collectively, the “Parent Benefit Plans”) in which any Continuing Employee is or becomes eligible to participate, but solely to the extent service was credited to such employee for such purposes under a comparable Company Employee Plan immediately prior to the Closing Date and to the extent such credit would not result in a duplication of benefits. (b) From and after the Closing Date, with respect to each Parent Benefit Plan that is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) in which any Continuing Employee is or becomes eligible to participate, Parent shall use reasonable efforts to cause each such Parent Benefit Plan to (i) waive all limitations as to pre-existing conditions, waiting periods, required physical examinations and exclusions with respect to participation and coverage requirements applicable under such Parent Benefit Plan for such Continuing Employees and their eligible dependents to the same extent that such pre-existing conditions, waiting periods, required physical examinations and exclusions would not have applied or would have been waived under the corresponding Company Employee Plan in which such Continuing Employee was a participant immediately prior to such Continuing Employee’s commencement of participation in such Parent Benefit Plan but, with respect to long-term disability and life insurance benefits and coverage, solely to the extent permitted under the terms and conditions of Parent’s applicable insurance contracts in effect as of the Closing Date; provided, that for purposes of clarity, to the extent such benefit coverage includes eligibility conditions based on periods of employment, Section 7.18(a) shall control; and (ii) provide each Continuing Employee and his or her eligible dependents with credit for any co-payments and deductibles paid in the calendar year that, and prior to the date that, such Continuing Employee commences participation in such Parent Benefit Plan in satisfying any applicable co-payment or deductible requirements under such Parent Benefit Plan for the applicable calendar year, to the extent that such expenses were recognized for such purposes under the comparable Company Employee Plan. (c) The parties acknowledge and agree that all provisions contained in this Section 7.18 are included for the sole benefit of the respective parties to this Agreement and shall not create any right in any other Person, including any employees, former employees, any participant in any Company Employee Plan or any beneficiary thereof, of any right to continued employment with Parent, Company, the Surviving Corporation or any of their Affiliates. Nothing in this Section 7.18 shall be deemed to amend any Parent Benefit Plan or to require Parent, the Surviving Corporation or any of their Affiliates to continue or amend any particular benefit plan before or after the consummation of the transactions contemplated in this Agreement, and any such plan may be amended or terminated in accordance with its terms and Applicable Law.

Employee Matters. (a) From For the one-year period following the Exchange Effective Time, Parent shall, or shall cause its applicable Subsidiaries to, provide to those individuals actively employed by the Company or one of its Subsidiaries as of the Exchange Effective Time (collectively, the “Covered Employees”) with employee benefits, rates of base salary or hourly wage and after annual bonus opportunities that are substantially similar, in the Closing Dateaggregate, to the rates of base salary or hourly wage provided to such Covered Employees and the employee benefits and annual bonus opportunities provided to such Covered Employees under the Company Benefit Plans as in effect immediately prior to the Exchange Effective Time (excluding for this purpose equity-based benefits); provided, that nothing herein shall limit the right of Parent or any of its Subsidiaries to terminate the employment of any Covered Employee at any time or require Parent 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. (b) To the extent that a Covered Employee becomes eligible to participate in an employee benefit plan maintained by Parent or any of its Subsidiaries, other than the Company Benefit Plans, Parent shall cause such employee benefit plan to (i) recognize the service of such Covered Employee with respect to employees of the Company or its Subsidiaries immediately before the Effective Time who continue employment with the Surviving Corporation or any Subsidiary of the Surviving Corporation following the Effective Time (“Continuing Employees”), Parent shall use reasonable efforts to cause the service of each such Continuing Employee with the Company and its ERISA Affiliates prior to the Closing Date to be recognized for purposes of eligibility to participateand vesting and, levels of benefits (but not for benefit accruals except under any defined benefit or other pension or retirement plan) and vesting plans, benefit accrual under each compensation, vacation, fringe or other welfare such employee benefit plan, program or arrangement plan of Parent, Ultimate Parent, the Surviving Corporation Parent or any of their ERISA Affiliates, but not including any sabbatical or equity compensation plans, programs, agreements or arrangements (collectively, the “Parent Benefit Plans”) in which any Continuing Employee is or becomes eligible to participate, but solely its Subsidiaries to the same extent such service was credited recognized immediately prior to such employee for such purposes the Exchange Effective Time under a comparable Company Employee Plan immediately prior to the Closing Date and to the extent such credit would not result in a duplication of benefits. (b) From and after the Closing Date, with respect to each Parent Benefit Plan that is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) in which any Continuing Employee is or becomes eligible to participate, Parent shall use reasonable efforts to cause each such Parent Benefit Plan to (i) waive all limitations as to pre-existing conditions, waiting periods, required physical examinations and exclusions with respect to participation and coverage requirements applicable under such Parent Benefit Plan for such Continuing Employees and their eligible dependents to the same extent that such pre-existing conditions, waiting periods, required physical examinations and exclusions would not have applied or would have been waived under the corresponding Company Employee Plan in which such Continuing Covered Employee was a participant immediately prior to the Exchange Effective Time or, if there is no such Continuing Employee’s commencement comparable benefit plan, to the same extent such service was recognized under the Company 401(k) plan immediately prior to the Exchange Effective Time, provided that such recognition of participation in such Parent Benefit Plan but, service shall not operate to duplicate any benefits payable to the Covered Employee with respect to longthe same period of service, and (ii) with respect to any health, dental or vision plan of Parent or any of its Subsidiaries (other than the Company Benefit Plans) in which any Covered Employee is eligible to participate in the plan year that includes the year in which such Covered Employee is eligible to participate, (x) cause any pre-term disability and life insurance benefits and coverage, solely existing condition limitations under such Parent or Subsidiary plan to be waived with respect to such Covered Employee to the extent permitted such limitation would have been waived or satisfied under a Company Benefit Plan in which such Covered Employee participated immediately prior to the Exchange Effective Time, and (y) recognize any medical or other health expenses incurred by such Covered Employee in the year that includes the Closing Date for purposes of any applicable deductible and annual out-of-pocket expense requirements under any such health, dental or vision plan of Parent or any of its Subsidiaries. (c) From and after the Exchange Effective Time, Parent shall, or shall cause its Subsidiaries to, honor, in accordance with the terms and conditions of Parent’s applicable insurance contracts thereof as in effect as of the Closing Date; provided, that for purposes of clarity, to the extent such benefit coverage includes eligibility conditions based on periods of employment, Section 7.18(a) shall control; and (ii) provide each Continuing Employee and his date hereof or her eligible dependents with credit for any co-payments and deductibles paid in the calendar year that, and prior to as may be amended after the date thathereof as permitted under Section 7.2, such Continuing Employee commences participation each employment agreement and change in such Parent Benefit Plan in satisfying any applicable co-payment or deductible requirements under such Parent Benefit Plan for control agreement listed on Section 5.11 of the applicable calendar year, to the extent that such expenses were recognized for such purposes under the comparable Company Employee PlanDisclosure Schedule. (cd) The parties acknowledge No later than five Business Days prior to its distribution, the Company and agree that all provisions contained in this Section 7.18 are included for the sole benefit of the respective parties to this Agreement and its Subsidiaries shall not create any right in any other Person, including any employees, former employees, any participant in any Company Employee Plan or any beneficiary thereof, provide Parent with a copy of any right communication intended to continued employment with Parent, Company, the Surviving Corporation or be made to any of their Affiliates. respective employees relating to the transactions contemplated hereby, and will provide an opportunity for Parent to make reasonable revisions thereto. (e) Nothing in this Section 7.18 8.6 shall be deemed construed or interpreted to (i) amend any Parent Company Benefit Plan, (ii) prevent the amendment or termination of any Plan or (iii) interfere with the Parent’s right or obligation to make such changes to any Company Benefit Plan or as are necessary to require Parent, the Surviving Corporation or any of their Affiliates to continue or amend any particular benefit plan before or after the consummation of the transactions contemplated in this Agreement, and any such plan may be amended or terminated in accordance conform with its terms and Applicable applicable Law.

Employee Matters. (a) From Following the Effective Time, Cascade shall maintain or cause to be maintained employee benefit plans and after compensation opportunities for the benefit of employees (as a group) who are full-time employees of Home and its Subsidiaries on the Closing DateDate (“Covered Employees”) that provide employee benefits and compensation programs which, in the aggregate, are substantially comparable to the employee benefits and compensation programs that are made available on a uniform and non-discriminatory basis to similarly situated employees of Cascade or its Subsidiaries (other than Home 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 Cascade or its Subsidiaries; and (ii) until such time as Cascade shall cause Covered Employees to participate in the benefit plans and compensation opportunities that are made available to similarly situated employees of Cascade or its Subsidiaries (other than Home and its Subsidiaries), a Covered Employee’s continued participation in employee benefit plans and compensation programs of Home and its Subsidiaries that are continued by Cascade or a Cascade Subsidiary shall be deemed to satisfy the foregoing provisions of this sentence (it being understood that participation in the Cascade Benefit Plans may commence at different times with respect to employees of the Company or its Subsidiaries immediately before the Effective Time who continue employment with the Surviving Corporation or any Subsidiary of the Surviving Corporation following the Effective Time (“Continuing Employees”each Cascade Benefit Plan), Parent shall use reasonable efforts to cause the service of each such Continuing Employee with the Company and its ERISA Affiliates prior to the Closing Date to be recognized for purposes of eligibility to participate, levels of benefits (but not for benefit accruals under any defined benefit or other pension or retirement plan) and vesting under each compensation, vacation, fringe or other welfare benefit plan, program or arrangement of Parent, Ultimate Parent, the Surviving Corporation or any of their ERISA Affiliates, but not including any sabbatical or equity compensation plans, programs, agreements or arrangements (collectively, the “Parent Benefit Plans”) in which any Continuing Employee is or becomes eligible to participate, but solely to the extent service was credited to such employee for such purposes under a comparable Company Employee Plan immediately prior to the Closing Date and to the extent such credit would not result in a duplication of benefits. (b) From and after To the Closing Date, with respect to each Parent Benefit Plan extent that is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) in which any Continuing a Covered Employee is or becomes eligible to participateparticipate in a Cascade Benefit Plan, Parent Cascade shall use reasonable efforts to cause each such Parent Cascade Benefit Plan to (i) waive all limitations as recognize full-time years of prior service from the date of most recent hire of such Covered Employee with Home or its Subsidiaries for purposes of eligibility, participation, vesting and, except under any plan that determines benefits on an actuarial basis, for benefit accrual, but only to the extent that such service was recognized immediately prior to the Effective Time under a comparable Home Benefit Plan in which such Covered Employee was eligible to participate immediately prior to the Effective Time; provided that such recognition of service shall not operate to duplicate any benefits of a Covered Employee with respect to the same period of service; and (ii) with respect to any Cascade Benefit Plan that is a health, dental, vision plan or other similar plan in which any Covered Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, Cascade or its applicable Subsidiary shall use its commercially reasonable best efforts to (A) cause any pre-existing conditions, condition limitations or eligibility waiting periods, required physical examinations and exclusions periods under such Cascade or Subsidiary plan to be waived with respect to participation such Covered Employee to the extent such condition was or would have been covered under the Home Benefit Plan in which such Covered Employee participated immediately prior to the Effective Time, and coverage (B) recognize any health, dental, vision or other similar expenses incurred by such Covered Employee in the year that includes the Closing Date (or, if later, the year in which such Covered Employee is first eligible to participate) for purposes of any applicable deductible and annual out-of-pocket expense requirements under any such health, dental, vision or other welfare plan. (c) Prior to the Effective Time, Home shall take, and cause its Subsidiaries to take, all actions necessary or appropriate to cause the Home Federal Bank 401(k) and Employee Stock Ownership Plan (the “Home KSOP”) to be terminated immediately prior to the Effective Time. Such actions shall include amending the Home KSOP to allocate any excess amounts in the Unallocated Reserve (as defined in the Home KSOP) that may exist after consummation of the Merger. Upon termination of the Home KSOP, all affected participants shall become fully vested in their accounts under the Home KSOP determined in accordance with the terms of the Home KSOP and applicable law. As soon as reasonably practicable (but no later than thirty (30) days) after the Effective Time, Cascade shall apply for and use reasonable best efforts to obtain a favorable determination letter from the IRS that the termination of the Home KSOP does not adversely affect the tax qualified status of the Home KSOP under Section 401(a) of the Code (the “Final Determination Letter”). As soon as reasonably practicable, Home shall cooperate with Cascade as reasonably necessary for Cascade to timely apply for the determination letter in accordance with the preceding sentence. As soon as practicable after receipt of such Parent Final Determination Letter, distribution of benefits under the Home KSOP shall be made to the Home KSOP participants in compliance with the terms of the Home KSOP and the Final Determination Letter. (d) Prior to the Effective Time, Home shall take, and shall cause its Subsidiaries to take, all actions requested by Cascade that may be necessary or appropriate to (i) cause the continuation on and after the Effective Time of any contract, arrangement or insurance policy relating to any Home Benefit Plan for such Continuing Employees and their eligible dependents to period as may be requested by Cascade, or (ii) facilitate the same extent that such pre-existing conditions, waiting periods, required physical examinations and exclusions would not have applied or would have been waived under the corresponding Company Employee Plan in which such Continuing Employee was a participant immediately prior to such Continuing Employee’s commencement merger of participation in such Parent any Home Benefit Plan butinto any employee benefit plan maintained by Cascade or a Cascade Subsidiary. All resolutions, notices, or other documents issued, adopted or executed in connection with respect the implementation of this Section 6.5(d) shall be subject to longCascade’s prior review and approval, which shall not be unreasonably withheld. (e) At the Effective Time, Cascade shall, or it shall cause Cascade Bank to, assume and honor the post-term disability Effective Time obligations of Home and/or its Subsidiaries under (i) the Home General Severance Plan, (ii) each Home Deferred Compensation Plan and life insurance benefits and coverage(iii) each Home Change in Control Agreement. (f) Nothing in this Section 6.5 shall be construed to limit the right of Cascade or any of its Subsidiaries (including, solely to the extent permitted under the terms and conditions of Parent’s applicable insurance contracts in effect as of following the Closing Date; provided, that for purposes of clarityany Home Subsidiary) to amend or terminate any Home Benefit Plan or other employee benefit plan, to the extent such benefit coverage includes eligibility conditions based on periods amendment or termination is permitted by the terms of employment, Section 7.18(a) shall control; and (ii) provide each Continuing Employee and his or her eligible dependents with credit for any co-payments and deductibles paid in the calendar year that, and prior to the date that, such Continuing Employee commences participation in such Parent Benefit Plan in satisfying any applicable co-payment or deductible requirements under such Parent Benefit Plan for the applicable calendar year, to the extent that such expenses were recognized for such purposes under the comparable Company Employee Plan. (c) The parties acknowledge and agree that all provisions contained plan. Nor shall anything in this Section 7.18 are included for the sole benefit of the respective parties 6.5 be construed to this Agreement and shall not create any right in any other Person, including any employees, former employees, any participant in any Company Employee Plan or any beneficiary thereof, of any right to continued employment with Parent, Company, the Surviving Corporation require Cascade or any of their Affiliates. Nothing in this Section 7.18 shall be deemed its Subsidiaries (including, following the Closing Date, any Home Subsidiary) to amend any Parent Benefit Plan or to require Parent, retain the Surviving Corporation or any employment of their Affiliates to continue or amend any particular benefit plan before or after Covered Employee for any period of time following the consummation of the transactions contemplated in this Agreement, and any such plan may be amended or terminated in accordance with its terms and Applicable LawClosing Date.

Employee Matters. (a) From For a period of twelve (12) months following the Closing, Parent shall, and after the Closing Date, with respect to employees of the Company or shall cause its Subsidiaries immediately before the Effective Time who continue employment with the Surviving Corporation or any Subsidiary of the Surviving Corporation following the Effective Time (“Continuing Employees”), Parent shall use reasonable efforts to cause the service of each such Continuing Employee with including the Company and its ERISA Affiliates prior Subsidiaries) to, provide to the Closing Date to be recognized for purposes of eligibility to participate, levels of benefits (but not for benefit accruals under any defined benefit or other pension or retirement plan) and vesting under each compensation, vacation, fringe or other welfare benefit plan, program or arrangement of Parent, Ultimate Parent, the Surviving Corporation or any of their ERISA Affiliates, but not including any sabbatical or equity compensation plans, programs, agreements or arrangements (collectively, the “Parent Benefit Plans”) in which any Continuing Employee is or becomes eligible to participate, but solely to the extent service was credited to such employee for such purposes under a comparable Company Employee Plan who is employed immediately prior to the Closing Date and who becomes an employee of Parent, the Company or any of its Subsidiaries upon the Closing (each such individual, a “Continuing Employee”) employee benefits that are no less favorable in the aggregate than the level of such employee benefits provided to such employees on the date hereof. (b) For a period of twelve (12) months following the Closing, Parent shall maintain the employee severance protections set forth in Section 7.05(b) of the Company Disclosure Letter, which shall be in lieu of any Parent severance plans or benefits. (c) Parent shall, and shall cause its Subsidiaries (including the Company and its Subsidiaries) to, cause each Parent Employee Plan to (i) recognize the pre-Closing service of participating Continuing Employees with the Company for all purposes of vesting, eligibility and benefit entitlement (but not for purposes of pension benefit accrual), except to the extent such service credit would not result in a duplication of benefits. benefits for the same period, (bii) From waive any pre-existing condition limitations for participating Continuing Employees and after the Closing Date, with respect to each Parent Benefit Plan that is an “employee welfare benefit plan” (as defined in Section 3(1iii) of ERISA) in which any Continuing Employee is or becomes eligible to participate, Parent shall use commercially reasonable efforts to cause provide credit to each such participating Continuing Employee under the applicable Parent Benefit Plan to (i) waive all limitations as to pre-existing conditions, waiting periods, required physical examinations and exclusions with respect to participation and coverage requirements applicable under such Parent Benefit Employee Plan for such amounts paid by the Continuing Employees and their eligible dependents Employee prior to the same extent that such pre-existing conditions, waiting periods, required physical examinations and exclusions would not have applied or would have been waived Closing during the year in which the Closing occurs under the corresponding any analogous Company Employee Plan in which such Continuing Employee was a participant immediately prior to such Continuing Employee’s commencement of participation in such Parent Benefit Plan but, with respect to long-term disability and life insurance benefits and coverage, solely to during the extent permitted under the terms and conditions of Parent’s applicable insurance contracts in effect as of the Closing Date; provided, that same period for purposes of clarityapplying deductibles, to the extent such benefit coverage includes eligibility conditions based on periods of employment, Section 7.18(a) shall control; and (ii) provide each Continuing Employee and his or her eligible dependents with credit for any co-payments and deductibles out-of-pocket maximums as though such amounts had been paid in accordance with the calendar year that, and prior to the date that, such Continuing Employee commences participation in terms of such Parent Benefit Plan in satisfying any applicable co-payment or deductible requirements under such Parent Benefit Plan for the applicable calendar year, to the extent that such expenses were recognized for such purposes under the comparable Company Employee Plan. (cd) Parent shall cause the Company and its Subsidiaries to continue to credit under any applicable Parent Employee Plans each Continuing Employee for all vacation and personal holiday pay that such Continuing Employee is entitled to use but has not used as of the Closing. (e) Parent and Merger Subsidiary hereby acknowledge that (i) the Merger will constitute a “Change in Control” (or concept of similar import) under the Company Employee Plans and (ii) as a result of the Merger, the individuals identified in Section 7.05(e) of the Company Disclosure Letter will be deemed to have experienced a “Good Reason” event (or concept of similar import), as applicable, for all purposes under the Company Employee Plans. (f) The parties acknowledge Company shall pay annual cash bonuses to executive officers and agree other key corporate office employees covered by the Carmike Annual Executive Bonus Program (the “Executive Plan”) for the period ending December 31, 2016 as follows: (i) if the Closing occurs prior to December 31, 2016, annual cash bonuses will be paid at the target performance level on a pro-rata basis, (ii) if the Closing occurs on or after December 31, 2016 and if the compensation committee of the Company’s Board of Directors (the “Compensation Committee”) has certified the performance results prior to Closing, annual cash bonuses will be paid based on actual achieved performance, and (iii) if the Closing occurs on or after December 31, 2016 and if the Compensation Committee has not certified the performance results prior to Closing, annual cash bonuses will be paid at the target performance level. The Company shall pay annual cash bonuses to individuals not covered by the Executive Plan in accordance with the terms of the applicable bonus plan. The Company shall pay the annual cash bonuses that all provisions contained are contemplated by this Section 7.05(f) on the earlier of (A) immediately prior to the Closing and (B) the date that is consistent with the Company’s past practices. For the avoidance of doubt, it is the intent of the Parties that the annual cash bonuses contemplated by this Section 7.05(f) are in addition to the severance arrangements set forth on Section 4.19(a) of the Company Disclosure Letter. (g) Nothing in this Section 7.18 are included for the sole benefit of the respective parties 7.05, express or implied, is intended to this Agreement and or shall not create any right in confer upon any other Person, including any employees, former employeesContinuing Employee, any participant in right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, and no provision of this Section 7.05 shall constitute an amendment of, or an undertaking to amend, any Company Employee Plan or any beneficiary thereof, of any right to continued employment with Parent, Company, the Surviving Corporation or any of their Affiliates. Nothing in this Section 7.18 shall be deemed to amend any Parent Benefit Plan or to require Parent, the Surviving Corporation or any of their Affiliates to continue or amend any particular benefit plan before or after the consummation of the transactions contemplated in this Agreement, and any such plan may be amended or terminated in accordance with its terms and Applicable LawEmployee Plan.

Employee Matters. (a) Following the Closing Date, Parent shall maintain or cause to be maintained employee benefit plans and compensation opportunities for the benefit of employees (as a group) who are actively employed by Company and its Subsidiaries on the Closing Date (“Covered Employees”) that provide employee benefits and compensation opportunities which, in the aggregate, are substantially comparable to the employee benefits and compensation opportunities that are generally made available to similarly situated employees of Parent or its Subsidiaries (other than Company and its Subsidiaries), as applicable; provided, that in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of Parent or its Subsidiaries; provided, further, that until such time as Parent shall cause Covered Employees to participate in the benefit plans and compensation opportunities that are made available to similarly situated employees of Parent or its Subsidiaries (other than Company and its Subsidiaries), 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 Parent plans may commence at different times with respect to each Parent plan). (b) To the extent that a Covered Employee becomes eligible to participate in an employee benefit plan maintained by Parent or any of its Subsidiaries (other than Company or its Subsidiaries), Parent shall cause such employee benefit plan to (i) recognize the service of such Covered Employee with Company or its Subsidiaries (or their predecessor entities) for purposes of eligibility, participation, vesting and benefit accrual under such employee benefit plan of Parent or any of its Subsidiaries, to the same extent such service was recognized immediately prior to the Effective Time under a comparable Company Benefit Plan in which such Covered Employee was eligible to participate immediately prior to the Effective Time; provided that such recognition of service (A) shall not operate to duplicate any benefits of a Covered Employee with respect to the same period of service and (B) shall not apply for purposes of (1) any plan, program or arrangement under which similarly-situated employees of Parent and its Subsidiaries do not receive credit for prior service, (2) “retirement” eligibility under Parent’s equity compensation plans and arrangements, (3) eligibility for subsidized post-retirement, medical or life insurance and (4) grandfathering and/or the level of pay credits under Parent’s defined benefit retirement plan or subsidized retiree medical benefits, and (ii) with respect to any health, dental, vision plan or other welfare of Parent or any of its Subsidiaries (other than Company and its Subsidiaries) in which any Covered Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, use its reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Parent or Subsidiary plan to be waived with respect to such Covered Employee to the extent such limitation would have been waived or satisfied under the Company Benefit Plan in which such Covered Employee participated immediately prior to the Effective Time, and (y) recognize any health, dental or vision expenses incurred by such Covered Employee in the year that includes the Closing Date (or, if later, the year in which such Covered Employee is first eligible to participate) for purposes of any applicable deductible and annual out-of-pocket expense requirements under any such health, dental or vision plan of Parent or any of its Subsidiaries. (c) From and after the Closing DateEffective Time, with respect to employees of the Company Parent shall, or shall cause its Subsidiaries immediately before the Effective Time who continue employment to, honor, in accordance with the Surviving Corporation or any Subsidiary of the Surviving Corporation following the Effective Time (“Continuing Employees”), Parent shall use reasonable efforts to cause the service of each such Continuing Employee with the Company and its ERISA Affiliates prior to the Closing Date to be recognized for purposes of eligibility to participate, levels of benefits (but not for benefit accruals under any defined benefit or other pension or retirement plan) and vesting under each compensation, vacation, fringe or other welfare benefit plan, program or arrangement of Parent, Ultimate Parent, the Surviving Corporation or any of their ERISA Affiliates, but not including any sabbatical or equity compensation plans, programs, agreements or arrangements (collectively, the “Parent Benefit Plans”) in which any Continuing Employee is or becomes eligible to participate, but solely to the extent service was credited to such employee for such purposes under a comparable Company Employee Plan immediately prior to the Closing Date and to the extent such credit would not result in a duplication of benefits. (b) From and after the Closing Date, with respect to each Parent Benefit Plan that is an “employee welfare benefit plan” (terms thereof as defined in Section 3(1) of ERISA) in which any Continuing Employee is or becomes eligible to participate, Parent shall use reasonable efforts to cause each such Parent Benefit Plan to (i) waive all limitations as to pre-existing conditions, waiting periods, required physical examinations and exclusions with respect to participation and coverage requirements applicable under such Parent Benefit Plan for such Continuing Employees and their eligible dependents to the same extent that such pre-existing conditions, waiting periods, required physical examinations and exclusions would not have applied or would have been waived under the corresponding Company Employee Plan in which such Continuing Employee was a participant immediately prior to such Continuing Employee’s commencement of participation in such Parent Benefit Plan but, with respect to long-term disability and life insurance benefits and coverage, solely to the extent permitted under the terms and conditions of Parent’s applicable insurance contracts in effect as of the date hereof or as may be amended or terminated after the date hereof with the prior written consent of Parent, each employment agreement and change in control agreement to which Company or any of its Subsidiaries is a party and the obligations of Company and its Subsidiaries as of the Effective Time under each deferred compensation plan or agreement to which they are a party. (d) Nothing in this Section 6.5 shall be construed to limit the right of Parent or any of its Subsidiaries (including, following the Closing Date; provided, that for purposes of clarityCompany and its Subsidiaries) to amend or terminate any Company Benefit Plan or other employee benefit plan, to the extent such benefit coverage includes eligibility conditions based on periods amendment or termination is permitted by the terms of employmentthe applicable plan, nor shall anything in this Section 7.18(a6.5 be construed to require the Parent or any of its Subsidiaries (including, following the Closing Date, Company and its Subsidiaries) shall control; and (ii) provide each Continuing to retain the employment of any particular Covered Employee and his or her eligible dependents with credit for any co-payments and deductibles paid in fixed period of time following the calendar year that, and prior to the date that, such Continuing Employee commences participation in such Parent Benefit Plan in satisfying any applicable co-payment or deductible requirements under such Parent Benefit Plan for the applicable calendar year, to the extent that such expenses were recognized for such purposes under the comparable Company Employee PlanClosing Date. (ce) The parties acknowledge and agree that all provisions contained in this Without limiting the generality of Section 7.18 are included for the sole benefit of the respective parties to this Agreement and shall not create any right in any other Person, including any employees, former employees, any participant in any Company Employee Plan or any beneficiary thereof, of any right to continued employment with Parent, Company9.9, the Surviving Corporation or any provisions of their Affiliates. Nothing in this Section 7.18 shall be deemed to amend any Parent Benefit Plan or to require Parent, the Surviving Corporation or any of their Affiliates to continue or amend any particular benefit plan before or after the consummation of the transactions contemplated in this Agreement, and any such plan may be amended or terminated in accordance with its terms and Applicable Law.Section

Employee Matters. (a) From and For a period of not less than twelve (12) months after the Closing Date, with respect to employees Parent shall provide each employee of the Company or its Subsidiaries immediately before the Effective Time who continue for long as such person continues employment with Parent, the Surviving Corporation or any Subsidiary of Parent or the Surviving Corporation following the Effective Time Closing Date (each a “Continuing EmployeesEmployee”) with (i) (A) base salary or base hourly rate, as applicable and (B) target cash incentive compensation opportunities (including commissions, but excluding retention, long-term incentive compensation, change in control or transaction bonus opportunities and equity incentive compensation), in each case in an amount that is no less favorable than that was provided to each such Continuing Employee immediately prior to the Closing Date and (ii) employee benefits (including severance benefits that would have been provided to such Continuing Employee under the applicable severance benefit plans, programs, policies, agreements and arrangements set forth in Section 6.07(a) of the Company Disclosure Schedule, defined contribution retirement, health and welfare, vacation and sick or other paid leave and remote working options, but excluding defined benefit pension, nonqualified deferred compensation, equity incentive, long-term incentive, retention, change in control and post-retirement health and welfare benefits) that are substantially similar in the aggregate to those provided to such Continuing Employee immediately prior to the Closing Date. (b) From and after the Closing Date, Parent shall use commercially reasonable efforts to cause the service of each such Continuing Employee with the Company and its ERISA Affiliates prior to the Closing Date to be recognized for purposes of eligibility to participate, levels of benefits (but not for benefit accruals under any defined benefit or other pension or retirement plan) and vesting under each compensation, severance, retirement, vacation, paid time off, fringe or other welfare benefit plan, program or arrangement of Parent, Ultimate Parent, the Surviving Corporation or any of their ERISA AffiliatesSubsidiaries, but not including any sabbatical or equity compensation plans, programs, agreements or arrangements (collectively, the “Parent Benefit Plans”) in which any Continuing Employee is or becomes eligible to participate, but solely to the extent service was credited to such employee for such purposes under a comparable Company Employee Plan immediately prior to the Closing Date and to the extent such credit would not result in a duplication of benefits. Parent shall assume any and all vacation and paid time off balances of Continuing Employees, and shall assume all costs and notice obligations incurred in connection with terminations of non-Continuing Employees. (bc) From and after the Closing Date, with respect to each Parent Benefit Plan that is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) ERISA in which any Continuing Employee is or becomes eligible to participate, Parent shall use reasonable best efforts to cause each such Parent Benefit Plan to (i) waive all limitations as to pre-existing and at-work conditions, waiting periods, required physical examinations and exclusions with respect to participation and coverage requirements applicable under such Parent Benefit Plan for such Continuing Employees and their eligible dependents to the same extent that such pre-existing conditions, waiting periods, required physical examinations and exclusions would not have applied or would have been waived under the corresponding Company Employee Plan in which such Continuing Employee was a participant immediately prior to such Continuing Employee’s his or her commencement of participation in such Parent Benefit Plan but, with respect to long-term disability and life insurance benefits and coverage, solely to the extent permitted under the terms and conditions of Parent’s applicable insurance contracts in effect as of the Closing DatePlan; provided, however, that for purposes of clarity, to the extent such benefit coverage includes eligibility conditions based on periods of employment, Section 7.18(a6.07(b) shall control; and (ii) provide each Continuing Employee and his or her their eligible dependents with credit for any co-payments and deductibles paid in the calendar year that, and prior to the date that, such Continuing Employee commences participation in such Parent Benefit Plan in satisfying any applicable co-payment or deductible requirements under such Parent Benefit Plan for the applicable calendar year, to the extent that such expenses were recognized for such purposes under the comparable Company Employee Plan. (cd) The parties acknowledge Prior to the Effective Time, the Company shall take all actions necessary to amend the Company’s VP+ Change in Control and agree Severance Plan to provide that all provisions contained the Company’s VP+ Change in Control and Severance Plan will automatically terminate on the date that is twelve (12)-months after the Closing Date (and subject to the occurrence of the Effective Time) and shall promptly notify participants therein of such amendment. Prior to the adoption of any such amendment, the Company shall provide Parent with any drafts of, and a reasonable opportunity to review, such amendment. (e) Nothing in this Section 7.18 are included 6.07 shall be deemed to: (i) guarantee employment for any period of time or preclude the sole benefit ability of the respective parties to this Agreement and shall not create any right in any other Person, including any employees, former employees, any participant in any Company Employee Plan or any beneficiary thereof, of any right to continued employment with Parent, Company, the Surviving Corporation or their respective Subsidiaries to terminate the employment of any of their Affiliates. Nothing in this Section 7.18 shall be deemed to Continuing Employee; (ii) amend any Parent Benefit Plan or to Plan; (iii) require Parent, the Surviving Corporation or any of their Affiliates to continue or amend any particular benefit plan before or after the consummation of the transactions contemplated in this Agreement, and any such plan may be amended or terminated in accordance with its terms and Applicable LawLaw or (iv) create a third party rights in any current or former employee or other service provider of the Company or its affiliates (or any beneficiaries or dependents thereof).

Employee Matters. (a) From and after the Closing Date, with With respect to the employees of the Company or its Subsidiaries immediately before Acquired Corporations who remain employed after the Effective Time who continue employment with by the Surviving Corporation or any Subsidiary Acquired Corporations for a period of the Surviving Corporation at least 180 days following the Effective Time (the “Continuing Employees”), Parent shall use reasonable efforts to cause the service of each such Continuing Employee with the Company and its ERISA Affiliates prior to the Closing Date to be recognized for purposes of eligibility to participate, levels of benefits (but not for benefit accruals under any defined benefit or other pension or retirement plan) and vesting under each compensation, vacation, fringe or other welfare benefit plan, program or arrangement of Parent, Ultimate Parent, the Surviving Corporation or any of their ERISA Affiliates, but not including any sabbatical or equity compensation plans, programs, agreements or arrangements (collectively, the “Parent Benefit Plans”) in which any Continuing Employee is or becomes eligible to participate, but solely to the extent service was credited to such employee for such purposes under a comparable Company Employee Plan immediately prior to the Closing Date and to the extent such credit would not result in a duplication of benefits. (b) From and after the Closing Date, with respect to each Parent Benefit Plan that is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) in which any Continuing Employee is or becomes eligible to participate, Parent shall use reasonable efforts to cause each such Parent Benefit Plan to (i) waive all limitations as to pre-existing conditions, waiting periods, required physical examinations and exclusions with respect to participation and coverage requirements applicable under such Parent Benefit Plan for such Continuing Employees and their eligible dependents to the same extent that such pre-existing conditions, waiting periods, required physical examinations and exclusions would not have applied or would have been waived under the corresponding Company Employee Plan in which such Continuing Employee was a participant immediately prior to such Continuing Employee’s commencement of participation in such Parent Benefit Plan but, with respect to long-term disability and life insurance benefits and coverage, solely to the extent permitted under the terms and conditions of Parent’s applicable insurance contracts in effect as benefit plans, Parent shall treat and cause its applicable benefit plans to treat the service of the Closing Date; provided, that Continuing Employees with the Acquired Corporations prior to the Effective Time as service rendered to Parent or any Affiliate of Parent for purposes of clarityeligibility to participate and vesting, including applicability of minimum waiting periods for participation. Parent shall use commercially reasonable efforts to the extent provide that no such benefit coverage includes eligibility conditions based on periods Continuing Employee, or any of employment, Section 7.18(a) shall control; and (ii) provide each Continuing Employee and his or her eligible dependents with credit for any co-payments and deductibles paid dependents, who, at the Effective Time, are participating in the calendar year thatAcquired Company’s group health plan shall be excluded from Parent’s group health plan, and or limited in coverage thereunder, by reason of any waiting period restriction or pre-existing condition limitation. Notwithstanding the foregoing, (a) any Continuing Employees who were employed with the Acquired Corporations for at least four years prior to the date that, such Continuing Employee commences participation in such Parent Benefit Plan in satisfying any applicable co-payment or deductible requirements under such Parent Benefit Plan for Effective Time will continue to accrue vacation time at the applicable calendar year, to the extent that such expenses were recognized for such purposes rate under the comparable Company Employee Plan. Acquired Corporations vacation policy, and (cb) The parties acknowledge and agree that all provisions Parent shall not be required to provide any coverage, benefits or credit inconsistent with the terms of any Parent benefit plans or which would duplicate benefits provided through the Acquired Corporations’ Benefit Plans. Furthermore, nothing contained in this Section 7.18 are included for shall require or imply that the sole benefit employment of the respective employees of the Acquired Corporations who are employed at the Effective Time will continue for any particular period of time following the Effective Time. This Section is not intended, and shall not be deemed, to confer any rights or remedies upon any Person other than the parties to this Agreement and shall not their respective successors and permitted assigns, to create any right in agreement of employment with any other PersonPerson or to otherwise create any third-party beneficiary hereunder, including or to be interpreted as an amendment to any employees, former employees, any participant in any Company Employee Plan plan of Parent or any beneficiary thereof, Affiliate of any right to continued employment with Parent, Company, the Surviving Corporation or any of their Affiliates. Nothing in this Section 7.18 shall be deemed to amend any Parent Benefit Plan or to require Parent, the Surviving Corporation or any of their Affiliates to continue or amend any particular benefit plan before or after the consummation of the transactions contemplated in this Agreement, and any such plan may be amended or terminated in accordance with its terms and Applicable Law.

Employee Matters. (a) From and after For a period of one (1) year following the Closing Date, with respect to Montage shall, or shall cause the Surviving Corporation to, provide the employees of Marigold and the Company or Marigold Subsidiaries who are employed by Montage and its Subsidiaries immediately before as of the Effective Time and who continue employment with remain employed by Montage or any of its Subsidiaries (including the Surviving Corporation or any Subsidiary of and its Subsidiaries) thereafter (the Surviving Corporation following the Effective Time (“Continuing Employees”) with (i) benefits and compensation that are substantially similar in the aggregate to those provided to such individuals as of the date hereof and (ii) severance benefits in accordance with the terms of the Montage severance policy (“Montage Severance Policy”) or, if greater, the ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ policy in effect as of the date hereof, applied in a manner consistent with the manner in which Montage or Marigold, as applicable, has applied such policy under similar circumstances, and not amend such program in any way with respect to the Continuing Employees except as required by applicable Law or to increase benefits payable to the Continuing Employees under the program; provided, that nothing herein shall limit Montage’s or its Subsidiaries’ ability to terminate any Continuing Employee at any time after the Closing. (b) Montage shall cause, to the extent applicable, (i) each Montage Benefit Plan in which Marigold Continuing Employees become eligible to participate and (ii) each employee benefit plan adopted or implemented by Montage or its Subsidiaries at or following the Closing (each, a “New Benefit Plan” and, together with the Montage Benefit Plans and the Marigold Benefit Plans following the Closing, the “Merger Benefit Plans”) in which Continuing Employees become eligible to participate, to take into account for purposes of eligibility, vesting and benefit accruals (solely, in the case of benefit accruals, with respect to Merger Benefit Plans that are not defined benefit plans or provide post-retirement health or welfare benefits, except as required by applicable Law or under any Merger Benefit Plan that replaces a comparable Montage Benefit Plan or Marigold Benefit Plan, as applicable), Parent the service of such Continuing Employees with Marigold and Marigold Subsidiaries (and any predecessor entities), as applicable, to the same extent as such service was credited for such purpose, by Marigold and the Marigold Subsidiaries; provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits with respect to the same period of service or with respect to New Benefit Plans for which prior service is not taken into account or with respect to plans for which participation and/or service is frozen. (c) At and following the Effective Time, Montage shall, and shall cause the applicable Subsidiary to, as applicable, honor the accrued and vested obligations of Marigold and their respective Subsidiaries as of the Effective Time under the provisions of the Marigold Benefit Plans, Marigold Employment Agreements, and New Benefit Plans, as applicable; provided that this provision shall not prevent Montage or any of its Subsidiaries from terminating any such plans or agreements to the extent permitted by the respective terms of such plans or agreements, provided that Montage honors all accrued and vested obligations under such plans and agreements upon such termination. (d) If Marigold Continuing Employees become eligible to participate in a Montage Benefit Plan or a New Benefit Plan, in each case that provides medical, dental or other health care insurance, Montage shall use commercially reasonable efforts to cause the service of each such Continuing Employee with plan to (i) waive any preexisting condition limitations to the Company extent such conditions are covered under the medical, health, or dental plans of Marigold, (ii) honor under such plans any deductible, co-payment and its ERISA Affiliates out-of-pocket expenses incurred by such employees and their beneficiaries during the portion of the calendar year prior to such participation, and (iii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time for the year in which the Effective Time or participation in such medical, dental or other health care insurance plan of Marigold occurs, in each case to the extent such employee had satisfied any similar limitation or requirement under an analogous medical, dental or other health care insurance plan of Marigold, prior to the Closing Date Effective Time for the year in which the Effective Time or participation in such medical, dental or health care insurance plan occurs. (e) Without limiting the generality of Section 9.9, this Section 6.5 shall be binding upon and inure solely to the benefit of each party to this Agreement, and nothing in this Section 6.5, express or implied, is intended to confer upon any other Person, including any current or former director, officer or employee of Marigold or any of its Subsidiaries or of Montage or any of its Subsidiaries, any rights or remedies of any nature whatsoever under or by reason of this Section 6.5. Nothing in this Agreement shall prevent Montage, Merger Sub, or the Surviving Corporation from amending, suspending or terminating any Marigold Benefit Plans or Montage Benefit Plans or Marigold Employment Agreements or Montage Employment Agreements to the extent permitted by the respective terms of such plans or agreements. Nothing contained in this Agreement shall constitute or be deemed to be recognized for purposes of eligibility an amendment to participate, levels of benefits (but not for benefit accruals under any defined benefit Marigold Benefit Plan or Montage Benefits Plan or Marigold Employment Agreement or Montage Employment Agreement or any other pension compensation or retirement plan) and vesting under each compensation, vacation, fringe or other welfare benefit plan, program or arrangement of Parent, Ultimate Parent, the Surviving Corporation Marigold or any of their ERISA Affiliatesits Subsidiaries or Montage or any of its Subsidiaries. (f) If the Closing occurs in 2016, but not including any sabbatical cash incentive bonuses in respect of 2016 shall be paid to employees of Marigold and its Subsidiaries at or equity compensation plans, programs, agreements or arrangements (collectively, the “Parent Benefit Plans”) in which any Continuing Employee is or becomes eligible to participate, but solely to the extent service was credited to such employee for such purposes under a comparable Company Employee Plan immediately prior to the Closing Date in amounts calculated on the basis that the target performance level was attained and pro-rated to reflect the extent such credit would not result in a duplication portion of benefits. (b) From and after the Closing Date, with respect to each Parent Benefit Plan that is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) in which any Continuing Employee is or becomes eligible to participate, Parent shall use reasonable efforts to cause each such Parent Benefit Plan to (i) waive all limitations as to pre-existing conditions, waiting periods, required physical examinations and exclusions with respect to participation and coverage requirements applicable under such Parent Benefit Plan for such Continuing Employees and their eligible dependents to the same extent that such pre-existing conditions, waiting periods, required physical examinations and exclusions would not have applied or would have been waived under the corresponding Company Employee Plan in which such Continuing Employee was a participant immediately prior to such Continuing Employee’s commencement of participation in such Parent Benefit Plan but, with respect to long-term disability and life insurance benefits and coverage, solely to the extent permitted under the terms and conditions of Parent’s applicable insurance contracts in effect 2016 performance period lapsed as of the Closing Date; provided, that for purposes of clarity, . If the Closing occurs in 2017 (i) but prior to the extent such benefit coverage includes eligibility conditions based date on periods which cash incentive bonus payments in respect of employment2016 would normally be paid, Section 7.18(a) cash incentive bonus payments in respect of 2016 shall control; be paid to employees of Marigold and its Subsidiaries at the Closing in amounts calculated on the basis that the target performance level was attained and (ii) provide each Continuing Employee cash incentive bonus payments in respect of 2017 shall be paid to employees of Marigold and his its Subsidiaries at or her eligible dependents with credit for any co-payments and deductibles paid in the calendar year that, and prior to the date that, such Continuing Employee commences participation Closing in such Parent Benefit Plan in satisfying any applicable coamounts calculated on the basis that the target performance level was attained and pro-payment or deductible requirements under such Parent Benefit Plan for rated to reflect the applicable calendar year, to portion of the extent that such expenses were recognized for such purposes under 2017 performance period lapsed as of the comparable Company Employee Plan. (c) The parties acknowledge and agree that Closing Date. In all provisions contained in cases covered by this Section 7.18 are included 6.5(f), Marigold shall accrue such bonuses on its financial statements for the sole benefit of the respective parties to this Agreement each relevant period and shall not create any right make customary adjustments in any other Person, including any employees, former employees, any participant in any Company Employee Plan or any beneficiary thereof, the amount of any right to continued employment with Parent, Company, the Surviving Corporation or any of their Affiliates. Nothing in this Section 7.18 shall be deemed to amend any Parent Benefit Plan or to require Parent, the Surviving Corporation or any of their Affiliates to continue or amend any particular benefit plan before or after the consummation of the transactions contemplated in this Agreement, and any such plan may be amended or terminated accruals in accordance with its terms and Applicable LawGAAP.

Employee Matters. (a) From and after Parent hereby agrees that, for the Closing Date, with respect to employees of the Company or its Subsidiaries period immediately before the Effective Time who continue employment with the Surviving Corporation or any Subsidiary of the Surviving Corporation following the Effective Time through and including the eighteen (18) month anniversary of the Effective Time, it shall, or it shall cause the Surviving Corporation and its Subsidiaries to, provide (x) a level of base salary and wages to each Person who is employed by the Company or any Company Subsidiary as of the Effective Time (including Persons on disability or leave of absence, whether paid or unpaid) (each such Person, a “Continuing EmployeesEmployee”), Parent shall use reasonable efforts to cause ) and (y) Benefit Plans for the service of each such Continuing Employee with the Company and its ERISA Affiliates prior to the Closing Date to be recognized for purposes of eligibility to participate, levels of benefits (but not for benefit accruals under any defined benefit or other pension or retirement plan) and vesting under each compensationwelfare of any Continuing Employee, vacation, fringe or other welfare benefit plan, program or arrangement of Parent, Ultimate whether maintained by Parent, the Surviving Corporation or any of their ERISA AffiliatesSubsidiaries (each such plan, but not including any sabbatical or equity compensation plansa “Surviving Corporation Benefit Plan”), programs, agreements or arrangements (collectively, that are substantially similar in the “Parent Benefit Plans”) in which any Continuing Employee is or becomes eligible to participate, but solely aggregate to the extent service was credited base salary, wages and benefits (except with respect to such employee for such purposes under a comparable Company Employee Plan equity-based compensation) provided to the Continuing Employees immediately prior to the Closing Date Effective Time; provided, however, that Parent shall be permitted to (i) change or modify benefit levels prior to such date if necessary or reasonably advisable in connection with changes in applicable Law and (ii) take any and all actions that may be necessary to migrate Continuing Employees to the extent such credit would not result in a duplication employee benefit plans, policies, and arrangements of benefitsParent or any Parent Subsidiary. (b) From and after the Closing DateEffective Time, Parent shall, or it shall cause the Surviving Corporation and its Subsidiaries to, honor in accordance with their terms, all Contracts, agreements, arrangements, programs, policies, plans and commitments of the Company and the Company Subsidiaries, as in effect immediately prior to the Effective Time that are applicable to any current employees of the Company or any Company Subsidiary, including the Executive Change in Control Plan and Corporate Change in Control Plan and all severance plans (to the extent such Contracts, agreements, arrangements, programs, policies, commitments and severance plans are listed in Section 6.7(b) of the Company Disclosure Schedule). Notwithstanding the foregoing, nothing in this Section 6.7(b) shall prohibit Parent, or the Surviving Corporation or its Subsidiaries, from amending or terminating any such Contract, agreement, arrangement, program, policy, plan or commitment of the Company or any Company Subsidiaries at any time after the Effective Time in accordance with its terms. (c) Nothing herein shall be deemed to be a guarantee of employment for any Continuing Employee, or to restrict the right of the Surviving Corporation or its Subsidiaries to terminate any Continuing Employee. The provisions of this Section 6.7 are solely for the benefit of the parties to this Agreement, and no employee or former employee or any other individual associated therewith or any employee benefit plan or trustee thereof shall be regarded for any purpose as a third party beneficiary of this Agreement, and nothing herein shall be construed as an amendment to any employee benefit plan for any purpose. In addition, nothing in this Agreement shall be construed to limit the right of Parent or any of its Affiliates (including the Surviving Corporation) to amend or terminate any employee benefit plan in accordance with the terms thereof. (d) With respect to each Parent any Surviving Corporation Benefit Plan that is an “employee a welfare benefit plan” , program or arrangement (as defined in Section 3(1a “Purchaser Welfare Benefit Plan”) of ERISA) and in which any a Continuing Employee is or becomes may be eligible to participateparticipate on or after the Effective Time, Parent shall, or it shall cause the Surviving Corporation and its Subsidiaries to, (i) waive, or use commercially reasonable efforts to cause each such Parent Benefit Plan its insurance carrier to (i) waive waive, all limitations as to pre-existing existing, waiting period or actively-at-work conditions, waiting periodsif any, required physical examinations and exclusions with respect to participation and coverage requirements applicable to each Continuing Employee under such Parent Purchaser Welfare Benefit Plan for such Continuing Employees and their eligible dependents to the same extent that such pre-existing conditions, waiting periods, required physical examinations and exclusions would not have applied or would have been waived under the corresponding a comparable Company Employee Plan in which such Continuing Employee was a participant immediately prior to such Continuing Employee’s commencement of participation in such Parent Benefit Plan but, with respect to long-term disability and life insurance benefits and coverage, solely to the extent permitted under the terms and conditions of Parent’s applicable insurance contracts in effect as of the Closing Date; provided, that for purposes of clarity, to the extent such benefit coverage includes eligibility conditions based on periods of employment, Section 7.18(a) shall control; and (ii) provide credit to each Continuing Employee (and his or her eligible dependents with credit such Continuing Employee’s beneficiaries) for any co-payments payments, deductibles and deductibles out-of-pocket expenses paid in the calendar year that, and prior to the date that, by such Continuing Employee commences participation in (and such Parent Benefit Plan in satisfying any applicable co-payment or deductible requirements under such Parent Benefit Plan for the applicable calendar year, to the extent that such expenses were recognized for such purposes Continuing Employee’s beneficiaries) under the comparable Company Employee Plan. (c) The parties acknowledge and agree that all provisions contained in this Section 7.18 are included for the sole benefit of the respective parties to this Agreement and shall not create any right in any other Person, including any employees, former employees, any participant in any Company Employee Plan or any beneficiary thereof, of any right to continued employment with Parent, Company, the Surviving Corporation or any of their Affiliates. Nothing in this Section 7.18 shall be deemed to amend any Parent Benefit Plan or during the relevant plan year, up to require Parent, and including the Surviving Corporation or any of their Affiliates to continue or amend any particular benefit plan before or after the consummation of the transactions contemplated in this Agreement, and any such plan may be amended or terminated in accordance with its terms and Applicable LawEffective Time.

Employee Matters. (a) From and Acquiror shall, or shall cause an Affiliate of Acquiror to, for the period lasting until twelve (12) months after the Closing DateDate (or, if earlier, until the date of the applicable employee’s termination of employment with respect Acquiror or its Affiliates), provide to employees of each employee employed by the Company or any of its Subsidiaries immediately before the Effective Time who continue employment with the Surviving Corporation or any Subsidiary of the Surviving Corporation following the Effective Time (“Continuing Employees”), Parent shall use reasonable efforts to cause the service of each such Continuing Employee with the Company and its ERISA Affiliates prior to the Closing Date to be recognized for purposes of eligibility to participate, levels of benefits (but not for benefit accruals under any defined benefit or other pension or retirement plan) and vesting under each compensation, vacation, fringe or other welfare benefit plan, program or arrangement of Parent, Ultimate Parent, the Surviving Corporation or any of their ERISA Affiliates, but not including any sabbatical or equity compensation plans, programs, agreements or arrangements (collectively, the “Parent Benefit Plans”) in which any Continuing Employee is or becomes eligible to participate, but solely to the extent service was credited to such employee for such purposes under a comparable Company Employee Plan immediately prior to the Closing Date who continues as an employee immediately following the Closing (each a “Continuing Employee”) (a) a base salary or hourly wage rate and annual cash bonus opportunity that are no less favorable than the base salary or wage rate and annual cash bonus opportunity provided by the Company or any of its Subsidiaries to such Continuing Employee immediately prior to the extent Closing Date, and (b) other employee benefits (excluding equity, retention, defined benefit pension and retiree medical benefits, except as required by applicable Law) that are substantially comparable in the aggregate to those provided by the Company or any of its Subsidiaries to such credit would not result in a duplication of benefitsContinuing Employee immediately prior to the Closing Date. (b) From and after Effective as of the Closing Dateand thereafter, Acquiror and its Affiliates shall recognize, or shall cause the Company and its Subsidiaries to recognize, each Continuing Employee’s employment or service with the Company or any of its Subsidiaries (including any current or former Affiliate thereof or any predecessor of the Company or any of its Subsidiaries) prior to the Closing for all purposes, including for purposes of determining, as applicable, eligibility for participation, vesting and entitlement of the Continuing Employee under all employee benefit plans maintained by the Company, any of its Subsidiaries, Acquiror or an Affiliate of Acquiror, including vacation plans or arrangements, 401(k) or other retirement plans and any severance or welfare plans (excluding benefit accruals under a defined benefit pension plan); provided, that no such credit will result in any duplication of benefits. With respect to each Parent Benefit Plan that is an “employee any welfare benefit plan” (as defined in Section 3(1) of ERISA) plan in which any Continuing Employees participate in the plan year in which the Closing occurs, Acquiror shall cause each Continuing Employee is or becomes (and any eligible dependent) to participate, Parent shall use reasonable efforts be able to cause each such Parent Benefit Plan participate without regard to (i) waive all limitations as to pre-existing conditionspreexisting condition limitations, waiting periods, required physical examinations evidence of insurability or other exclusions and exclusions with respect to participation and coverage requirements applicable under such Parent Benefit Plan for such shall credit the Continuing Employees and their eligible dependents to the same extent that such pre-existing conditions, waiting periods, required physical examinations and exclusions would not have applied or would have been waived under the corresponding Company Employee Plan in which such Continuing Employee was with any expenses covered by a participant immediately comparable plan prior to such Continuing Employee’s commencement of participation in such Parent Benefit Plan but, with respect to long-term disability and life insurance benefits and coverage, solely to the extent permitted under the terms and conditions of Parent’s applicable insurance contracts in effect as of the Closing Date; provided, that for purposes of claritydetermining deductibles, to the extent such benefit coverage includes eligibility conditions based on periods of employment, Section 7.18(a) shall control; and (ii) provide each Continuing Employee and his or her eligible dependents with credit for any co-payments pays and deductibles paid in the calendar year that, and prior to the date that, such Continuing Employee commences participation in such Parent Benefit Plan in satisfying any other applicable co-payment or deductible requirements under such Parent Benefit Plan for the applicable calendar year, to the extent that such expenses were recognized for such purposes under the comparable Company Employee Planlimits. (c) This Section 9.07 shall be binding upon and inure solely to the benefit of each of the parties to this Agreement, and nothing in this Section 9.07, express or implied, shall confer upon any other Person (including, for the avoidance of doubt, any Company Employee or Continuing Employee) any rights (including third-party beneficiary rights) or remedies of any nature whatsoever under or by reason of this Section 9.07. Nothing contained herein, express or implied, shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement. The parties hereto acknowledge and agree that all provisions contained the terms set forth in this Section 7.18 are included for the sole benefit of the respective parties to this Agreement and 9.07 shall not create any right in any other Person, including any employees, former employees, any participant in any Company Employee Plan employee or any beneficiary thereof, of other Person to any right to continued employment with Parent, Company, the Surviving Corporation Acquiror or any of their Affiliates. Nothing its Affiliates for any specific period of time or compensation or benefits of any nature or kind whatsoever. (d) Without duplication to the payments made pursuant to Section 3.03(b)(iii), each participant holding an LTIP Award that is outstanding as of immediately prior to the Closing Date shall be eligible to be paid an amount set forth in individual letters to such participants in respect of the LTIP for an aggregate amount not to exceed $2,100,000, which shall be paid in accordance with the criteria set forth in this Section 7.18 9.07(d), as follows: (i) the First LTIP Payment shall be deemed paid on the first payroll date following the Closing Date to amend any Parent Benefit Plan the recipients and in such amounts set forth on the Allocation Schedule, and (ii) the Second LTIP Payment shall be paid on the first payroll date following the first anniversary of the Closing Date, subject in each case, to the participant’s continuous employment or to require Parent, the Surviving Corporation service with Pubco or any of their Affiliates its Subsidiaries on each such payment date. No other amounts under the LTIP are required to continue be paid in connection with or amend any particular benefit plan before or after following the consummation of the transactions contemplated in this Agreement, and any such plan may be amended or terminated in accordance with its terms and Applicable LawClosing.

Employee Matters. (a) From and after the Closing Date, with With respect to employees each Continuing Employee, Parent shall credit, or cause its Subsidiaries to credit, the period of employment and service recognized by the Company applicable employer (including its Affiliates and their predecessors if so recognized by the employer) for such Continuing Employee immediately prior to the Effective Time for purposes of Parent’s corresponding benefit plans, programs, policies or similar employment-related arrangements to have been employment and service with Parent or its Subsidiaries immediately before for purposes of determining the Continuing Employee’s eligibility to join (subject to satisfaction of all non-service related eligibility criteria), vesting and benefit accrual (but not benefit accrual for any purpose other than vacation pay, and sick leave, and vesting in employer contributions under a 401(k)) under all employee benefit plans, programs, policies or similar employment-related arrangements of Parent and its Subsidiaries in which the Continuing Employee is eligible to participate. No such period of employment and service credit shall be provided to the extent that it will result in a duplication of credit or employment benefits. (b) To the extent required by Applicable Law, if the health insurance carrier covering certain Continuing Employees is no longer engaged, Parent will use reasonable efforts to provide creditable coverage which will reduce any restrictions and limitations for medical conditions existing as of the Effective Time who continue employment with of each Continuing Employee and the Surviving Corporation or any Subsidiary of the Surviving Corporation following the Effective Time (“Continuing Employees”)Employee’s dependents. Additionally, Parent shall use reasonable efforts to cause the service effect a change of each such carriers, if applicable, so that Continuing Employee with the Company and its ERISA Affiliates prior to the Closing Date to be recognized Employees can plan for purposes any loss of eligibility to participate, levels of benefits (but not for benefit accruals under any defined benefit or other pension or retirement plan) and vesting under each compensation, vacation, fringe or other welfare benefit plan, program or arrangement of Parent, Ultimate Parent, the Surviving Corporation or any of their ERISA Affiliates, but not including any sabbatical or equity compensation plans, programs, agreements or arrangements (collectively, the “Parent Benefit Plans”) in which any Continuing Employee is or becomes eligible to participate, but solely to the extent service was credited to such employee for such purposes under a comparable Company Employee Plan immediately prior to the Closing Date and to the extent such credit would not result in a duplication of benefits. (b) From and after the Closing Date, with respect to each Parent Benefit Plan deductibles, co-insurance and maximum out of pocket requirements. In accordance with Applicable Law, any terminated employee shall be offered the opportunity to continue coverage reasonably comparable to that is an “coverage such employee welfare benefit plan” (as defined in Section 3(1) had at the time of ERISA) in which any Continuing Employee is or becomes eligible to participate, Parent shall use reasonable efforts to cause each termination of employment. If such Parent Benefit Plan to (i) waive all limitations as to pre-existing conditions, waiting periods, required physical examinations and exclusions coverage cannot been continued with respect to participation and coverage requirements applicable under such Parent Benefit Plan for such Continuing Employees and their eligible dependents to the same extent that such pre-existing conditions, waiting periods, required physical examinations and exclusions would not have applied or would have been waived under the corresponding Company Employee Plan in which such Continuing Employee was a participant immediately prior to such Continuing Employee’s commencement of participation , in accordance with Applicable Law, the employee shall be offered the opportunity to continue such Parent Benefit Plan but, with respect to long-term disability and life insurance benefits and coverage, solely to the extent permitted under the terms and conditions of Parent’s applicable insurance contracts in effect coverage as of the Closing Date; provided, that for purposes of clarity, to the extent such benefit coverage includes eligibility conditions based on periods of employment, Section 7.18(a) shall control; and (ii) provide each Continuing Employee and his or her eligible dependents with credit for any co-payments and deductibles paid in the calendar year that, and prior to the date that, such Continuing Employee commences participation in such Parent Benefit Plan in satisfying any applicable co-payment or deductible requirements under such Parent Benefit Plan for the applicable calendar year, to the extent that such expenses were recognized for such purposes under the comparable Company Employee Planis currently available. (c) The parties acknowledge Nothing in this Agreement shall be considered a contract between the Company, Parent or any of their respective Subsidiaries and agree that any Continuing Employee or consideration for, or inducement with respect to, any such Continuing Employees’ continued employment with Parent and, without limitation, all provisions such Continuing Employees are and will continue to be considered employees at will pursuant to the applicable employment at will laws or doctrine, subject to any express written agreement to the contrary with such Continuing Employee. For the avoidance of doubt and without limiting the generality of Section 9.6, nothing in this Section 5.13 is intended to make any Person a third-party beneficiary of the agreements contained in this Section 7.18 are included for the sole benefit of the respective parties to this Agreement 5.13, and shall not create any right in any other Person, including any employees, former employees, any participant in any Company Employee Plan or any beneficiary thereof, of any right to continued employment with Parent, Company, the Surviving Corporation or any of their Affiliates. Nothing nothing in this Section 7.18 5.13 shall be deemed to amend constitute an amendment of any Parent Benefit Plan or to require Parent, the Surviving Corporation or any of their Affiliates to continue or amend any particular benefit plan before or after the consummation of the transactions contemplated in this Agreement, and any such plan may be amended or terminated in accordance with its terms and Applicable LawPlan.

Employee Matters. (a) From During the period commencing at the Effective Time and after ending on the Closing Dateone year anniversary of the Effective Time, with respect to employees of Parent shall provide each employee who is actively employed by the Company or its Subsidiaries immediately before on the Effective Time who continue employment with the Surviving Corporation Closing Date (each, a “Continuing Employee”) while employed by Parent or any Subsidiary of the Surviving Corporation its Subsidiaries following the Effective Time with: (“i) base salary no less favorable than the base salary provided to such Continuing Employees”Employees immediately prior to the Effective Time; (ii) annual cash bonus opportunities no less favorable than annual cash bonus opportunities provided by Parent to similarly situated employees of Parent; (iii) employee benefits which, in the aggregate, are no less favorable than employee benefits provided by Parent to similarly situated employees of Parent and (iv) severance terms as provided in the Company Disclosure Schedules; provided, however, that until such time as Parent shall cause Continuing Employees to participate in the benefit plans of Parent, a Continuing Employee’s continued participation in the Employee Benefit Plans shall be deemed to satisfy the foregoing provision of this sentence (it being understood that participation in Parent benefit plans may commence at different times with respect to each Employee Benefit Plan), . (b) Parent shall use commercially reasonable efforts to (i) cause any pre-existing conditions or limitations and eligibility waiting periods under any group health plans of Parent or its Affiliates to be waived with respect to the Continuing Employees and their eligible dependents, (ii) give each Continuing Employee credit for the plan year in which the Effective Time occurs towards applicable deductibles and annual out-of-pocket limits for medical expenses incurred prior to the Effective Time for which payment has been made and (iii) give each Continuing Employee service of each credit for such Continuing Employee Employee’s employment with the Company and its ERISA Affiliates prior to the Closing Date to be recognized Subsidiaries for purposes of vesting, benefit accrual and eligibility to participate, levels of benefits (but not for benefit accruals under any defined benefit or other pension or retirement plan) and vesting participate under each compensation, vacation, fringe or other welfare applicable Parent benefit plan, program or arrangement of as if such service had been performed with Parent, Ultimate Parent, the Surviving Corporation or any of their ERISA Affiliates, but not including any sabbatical or equity compensation except for benefit accrual under defined benefit pension plans, programs, agreements for purposes of qualifying for subsidized early retirement benefits or arrangements (collectively, the “Parent Benefit Plans”) in which any Continuing Employee is or becomes eligible to participate, but solely to the extent service was credited to such employee for such purposes under a comparable Company Employee Plan immediately prior to the Closing Date and to the extent such credit it would not result in a duplication of benefits. (bc) If requested in writing by Parent at least fifteen (15) calendar days prior to the Effective Time, the Company shall take (or cause to be taken) all actions reasonably determined by Parent to be necessary or appropriate to terminate, effective not later than the Business Day immediately prior to the Effective Time, any Employee Benefit Plans that contain a cash or deferred arrangement intended to qualify under Section 401(k) of the Code; provided that such actions are in compliance with applicable Law. In the event that Parent requests that such plan(s) be terminated, the Company shall provide Parent with evidence that such plan(s) has been terminated (the form and substance of which shall be subject to review and approval by Parent, approval of which shall not be unreasonably withheld) not later than the Business Day immediately preceding the Effective Time. (d) From and after the Closing Datedate hereof, prior to making any written or oral communications to officers or employees of the Company or any of its Subsidiaries pertaining to compensation, benefit or other employment-related matters that are affected by the transactions contemplated by this Agreement, the Company shall provide Parent with a copy of the intended communication or talking points, Parent shall have a reasonable period of time to review and comment on the communication, and Parent and the Company shall cooperate in providing any such mutually agreeable communication. (e) Nothing contained in this Agreement is intended to (i) be treated as an amendment of any particular Employee Benefit Plan, (ii) prevent Parent, the Company or any of their Affiliates from amending or terminating any of their benefit plans in accordance their terms, (iii) prevent Parent, the Company or any of their Affiliates, after the Effective Time, from terminating the employment of any Continuing Employee, or (iv) create any third-party beneficiary rights in any employee of the Company or any of its Subsidiaries, any beneficiary or dependent thereof, or any collective bargaining representative thereof, with respect to each Parent Benefit Plan that is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) in which any Continuing Employee is or becomes eligible to participatethe compensation, Parent shall use reasonable efforts to cause each such Parent Benefit Plan to (i) waive all limitations as to pre-existing conditions, waiting periods, required physical examinations and exclusions with respect to participation and coverage requirements applicable under such Parent Benefit Plan for such Continuing Employees and their eligible dependents to the same extent that such pre-existing conditions, waiting periods, required physical examinations and exclusions would not have applied or would have been waived under the corresponding Company Employee Plan in which such Continuing Employee was a participant immediately prior to such Continuing Employee’s commencement of participation in such Parent Benefit Plan but, with respect to long-term disability and life insurance benefits and coverage, solely to the extent permitted under the terms and conditions of employment and/or benefits that may be provided to any Continuing Employee by Parent, the Company or any of their Affiliates or under any benefit plan which Parent, the Company or any of their Affiliates may maintain. (f) Parent agrees to satisfy all amounts duly owed to officers and directors of the Company and its Subsidiaries pursuant to the Company’s applicable insurance contracts Salary Continuation Agreement and Directors Deferred Compensation Plans, as in effect as of the Closing Date; provided, that for purposes date of clarity, to the extent such benefit coverage includes eligibility conditions based on periods of employment, Section 7.18(a) shall control; and (ii) provide each Continuing Employee and his or her eligible dependents with credit for any co-payments and deductibles paid in the calendar year that, and prior to the date that, such Continuing Employee commences participation in such Parent Benefit Plan in satisfying any applicable co-payment or deductible requirements under such Parent Benefit Plan for the applicable calendar year, to the extent that such expenses were recognized for such purposes under the comparable Company Employee Plan. (c) The parties acknowledge and agree that all provisions contained in this Section 7.18 are included for the sole benefit of the respective parties to this Agreement and shall not create any right in any other Person, including any employees, former employees, any participant in any Company Employee Plan or any beneficiary thereof, of any right to continued employment with Parent, Company, the Surviving Corporation or any of their Affiliates. Nothing in this Section 7.18 shall be deemed to amend any Parent Benefit Plan or to require Parent, the Surviving Corporation or any of their Affiliates to continue or amend any particular benefit plan before or after the consummation of the transactions contemplated in this Agreement, and any such plan may be amended or terminated in accordance with its terms and Applicable Lawthe provisions or elections as to timing specified therein.

Employee Matters. (a) From and after the Closing Date, with respect to employees Date through the first anniversary of the Company or its Subsidiaries immediately before Closing Date (the Effective Time who continue employment with “Benefits Continuation Period”), the Surviving Corporation or any Subsidiary of shall provide, and Parent shall cause the Surviving Corporation following to provide, to the Effective Time (“Continuing Employees”), Parent shall use reasonable efforts to cause the service of each such Continuing Employee with individuals who are employed by the Company and its ERISA Affiliates prior to the Closing Date to be recognized for purposes of eligibility to participate, levels of benefits (but not for benefit accruals under any defined benefit or other pension or retirement plan) and vesting under each compensation, vacation, fringe or other welfare benefit plan, program or arrangement of Parent, Ultimate Parent, the Surviving Corporation or any of their ERISA Affiliates, but not including any sabbatical or equity compensation plans, programs, agreements or arrangements (collectively, the “Parent Benefit Plans”) in which any Continuing Employee is or becomes eligible to participate, but solely to the extent service was credited to such employee for such purposes under a comparable Company Employee Plan Subsidiaries immediately prior to the Closing Date Effective Time and to the extent such credit would they continue as employees of the Surviving Corporation, Parent or any of Parent’s Subsidiaries (including Subsidiaries of the Surviving Corporation) during all or a portion of the Benefits Continuation Period (the “Affected Employees”) (i) a base salary or base wage rate that is no less favorable than those provided to the Affected Employees immediately prior to the Effective Time, (ii) other compensation (including bonus and other annual or quarterly cash incentive compensation opportunities) that is no less favorable in the aggregate than that provided to the Affected Employees immediately prior to the Effective Time; and (iii) employee benefits that are no less favorable in the aggregate than the employee benefits provided to similarly situated employees of Parent as in effect from time to time; provided that, for purposes of each of the foregoing, defined benefit pension plan benefits, retiree medical benefits and retention or change in control payments or awards shall not result be taken into account. Notwithstanding the foregoing, Affected Employees who are involuntarily terminated during the Benefits Continuation Period shall be entitled to receive the severance payments and benefits set forth in Section 7.05(a) of the Company Disclosure Schedule, subject to the Affected Employee signing and not revoking a duplication release of benefitsclaims in favor of Parent. (b) From and after In the Closing Date, with respect to each Parent Benefit Plan that is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) in which event any Continuing Affected Employee is or first becomes eligible to participateparticipate under any employee benefit plan, program, policy or arrangement of Parent or any of its Subsidiaries (each, a “Parent Plan”) following the Effective Time, Parent shall, or shall cause its Subsidiaries to, use commercially reasonable efforts to cause each such Parent Benefit Plan to to: (i) waive all limitations as to pre-existing conditions, any preexisting condition exclusions and waiting periods, required physical examinations and exclusions periods with respect to participation and coverage requirements applicable to such Affected Employee under such any Parent Benefit Plan for such Continuing Employees and their eligible dependents providing medical, dental or vision benefits to the same extent that such pre-existing conditions, waiting periods, required physical examinations and exclusions would not have applied or limitation would have been waived or satisfied under the corresponding applicable Company Employee Plan such Affected Employee participated in which such Continuing Employee was a participant immediately prior to such Continuing Employee’s commencement of participation in coverage under such Parent Benefit Plan but, with respect to long-term disability and life insurance benefits and coverage, solely to the extent permitted under the terms and conditions of Parent’s applicable insurance contracts in effect as of the Closing Date; provided, that for purposes of clarity, to the extent such benefit coverage includes eligibility conditions based on periods of employment, Section 7.18(a) shall control; and (ii) provide each Continuing such Affected Employee and his or her eligible dependents with credit for any co-payments copayments and deductibles paid in under a Company Employee Plan prior to such Affected Employee’s coverage under any Parent Plan during the calendar year thatin which such amount was paid, and to the same extent such credit was given under the Company Employee Plan such Affected Employee participated in immediately prior to the date that, such Continuing Employee commences participation in coverage under such Parent Benefit Plan in satisfying any applicable codeductible or out-payment or deductible of-pocket requirements under such Parent Benefit Plan for the applicable calendar year, to the extent that such expenses were recognized for such purposes under the comparable Company Employee Plan. (c) The parties acknowledge As of the Effective Time, Parent shall, or shall cause its Subsidiaries to, recognize all service of each Affected Employee prior to the Effective Time with the Company and agree that its Subsidiaries and their respective predecessors for vesting and eligibility purposes under all provisions applicable compensation and benefit plans and programs (but not for benefit accrual purposes, except under all applicable paid time off (other than any Parent employee sabbatical program) and severance plans and programs, as applicable). In no event shall anything contained in this Section 7.18 are included ‎Section 7.05(c) result in any duplication of benefits for the sole benefit same period of service. (d) Effective as of immediately prior to the Effective Time, the Company shall terminate the Company 401(k) Plan, pursuant to resolutions of the respective parties Company’s Board of Directors that are reasonably satisfactory to this Agreement Parent. In connection with the termination of such plans, Parent shall permit each Affected Employee to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including all participant loans) in cash or notes (in the case of participant loans) in an amount equal to the eligible rollover distribution portion of the account balance distributed to each such Affected Employee from such plan to an “eligible retirement plan” (within the meaning of Section 401(a)(31) of the Code) of Parent or any of its Subsidiaries and shall not create make Affected Employees eligible for participation in such a plan of Parent or any right of its Subsidiaries as of immediately after the Effective Time. (e) Nothing contained in this ‎Section 7.05 or elsewhere in this Agreement, express or implied (i) shall cause either Parent or any other of its Affiliates to be obligated to continue to employ any Person, including any employeesAffected Employees, former employeesfor any period of time following the Effective Time, any participant in (ii) shall prevent Parent or its Affiliates from revising, amending or terminating any Company Employee Plan or any beneficiary thereofother employee benefit plan, program or policy in effect from time to time, (iii) shall be construed as an amendment of any right to continued employment with ParentCompany Employee Plan or Parent Plan, Companyor (iv) shall create any third-party beneficiary rights in any director, officer, employee or individual Person, including any present or former employee, officer, director or individual independent contractor of the Surviving Corporation Company or any of their Affiliates. Nothing its Subsidiaries (including any beneficiary or dependent of such individual), except as provided in this Section 7.18 shall be deemed to amend any Parent Benefit Plan or to require Parent, the Surviving Corporation or any of their Affiliates to continue or amend any particular benefit plan before or after the consummation of the transactions contemplated in this Agreement, and any such plan may be amended or terminated in accordance with its terms and Applicable Law7.04.

Employee Matters. (a) From and after For at least 12 months following the Closing Date, with respect the Parent Entities shall provide or cause to employees be provided to each employee of the Company or its Subsidiaries immediately before the Effective Time who continue employment with the Surviving Corporation or any Subsidiary of the Surviving Corporation following the Effective Time (“Continuing Employees”), Parent shall use reasonable efforts to cause the service of each such Continuing Employee with and the Company and its ERISA Affiliates prior to the Closing Date to be recognized for purposes of eligibility to participate, levels of benefits (but not for benefit accruals under any defined benefit or other pension or retirement plan) and vesting under each compensation, vacation, fringe or other welfare benefit plan, program or arrangement of Parent, Ultimate Parent, the Surviving Corporation or any of their ERISA Affiliates, but not including any sabbatical or equity compensation plans, programs, agreements or arrangements Subsidiaries (collectively, the “Parent Benefit PlansContinuing Employees”) in which any the same base salary or hourly wage rate as provided to each such Continuing Employee is or becomes eligible to participate, but solely to the extent service was credited to such employee for such purposes under a comparable Company Employee Plan immediately prior to the Closing Date and other compensation and benefits that are substantially comparable in the aggregate to those provided to each such Continuing Employee as of immediately prior to the extent such credit would not result in a duplication of benefitsClosing Date. (b) From The Parent Entities further agree that, from and after the Closing Date, the Parent Entities shall cause the Continuing Employees to be granted credit for any service with respect the Company or the Company Subsidiaries earned prior to each the Closing Date for eligibility and vesting purposes and for purposes of vacation accrual and severance benefits under the benefit and compensation plans or arrangements of Parent Benefit Plan that is an “or BEPC and their affiliates, as applicable, in which Continuing Employees are eligible to participate pursuant to the terms of such plans or arrangements, except as would result in a duplication of benefits or for purposes of any frozen or discontinued plans (or frozen or discontinued portions of plans). In addition, under any employee welfare benefit plan” (as defined in Section 3(1) plan maintained by the Parent Entities or any of ERISA) their affiliates in which Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Closing Date, Parent Entities shall use commercially reasonable efforts to (A) cause to be waived all preexisting condition exclusions and actively at work requirements, eligibility waiting periods and evidence of insurability requirements to the extent waived or satisfied by any Continuing Employee is (or becomes eligible to participate, Parent shall use reasonable efforts to cause each such Parent Benefit Plan to (idependent) waive all limitations as to pre-existing conditions, waiting periods, required physical examinations and exclusions with respect to participation and coverage requirements applicable under such Parent Benefit Plan for such Continuing Employees and their eligible dependents to the same extent that such pre-existing conditions, waiting periods, required physical examinations and exclusions would not have applied or would have been waived under the corresponding Company Employee Plan in which such Continuing Employee was a participant immediately prior to such Continuing Employee’s commencement of participation in such Parent Benefit Plan but, with respect to long-term disability and life insurance benefits and coverage, solely to the extent permitted under the terms and conditions of Parent’s applicable insurance contracts in effect as of the Closing Date; providedDate and (B) cause any deductible, that co-insurance and covered out-of-pocket expenses paid on or before the Closing Date by any Continuing Employee (or covered dependent thereof) to be taken into account for purposes of claritysatisfying the corresponding deductible, to coinsurance and maximum out of pocket provisions after the extent Closing Date under any such benefit coverage includes eligibility conditions based on periods of employment, Section 7.18(a) shall control; and (ii) provide each Continuing Employee and his or her eligible dependents with credit for any co-payments and deductibles paid in the calendar year that, and prior to the date that, such Continuing Employee commences participation in such Parent Benefit Plan in satisfying any applicable co-payment or deductible requirements under such Parent Benefit Plan for the applicable calendar year, to the extent that such expenses were recognized for such purposes under the comparable Company Employee Planwelfare plan. (c) The parties acknowledge and agree that all provisions Nothing contained in this Section 7.18 are included for the sole benefit Agreement is intended to (i) be treated as an amendment of the respective parties to this Agreement and shall not create any right in any other Person, including any employees, former employees, any participant in any particular Company Employee Benefit Plan or any beneficiary thereofParent Benefit Plan, of any right to continued employment with Parent, Company, (ii) prevent the Surviving Corporation Parent Entities or any of their Affiliates. Nothing in this Section 7.18 shall be deemed to amend affiliates from amending or terminating any Parent of their benefit plans or, after the Closing, any Company Benefit Plan or to require Parentin accordance with their terms, (iii) prevent the Surviving Corporation Parent Entities or any of their Affiliates affiliates, after the Closing, from terminating the employment of any Continuing Employee or (iv) create any third-party beneficiary rights in any Continuing Employee, any beneficiary or dependent thereof, or any collective bargaining representative thereof, with respect to continue the compensation, terms and conditions of employment and/or benefits that may be provided to any Continuing Employee by the Parent Entities or amend any particular of their affiliates or under any benefit plan before which the Parent Entities or after the consummation any of the transactions contemplated in this Agreement, and any such plan their affiliates may be amended or terminated in accordance with its terms and Applicable Lawmaintain.

Employee Matters. (a) From The Buying Entities shall, and after 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. (b) Except with respect to accruals under any defined benefit pension plans, the Buying Entities will, or will cause the Surviving Entity and its Subsidiaries to, give all active employees of the Company or its Subsidiaries immediately before who continue to be employed by the Company as of the Effective Time who continue employment ("Continuing Employees") full credit for purposes of eligibility, vesting and determination of the 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' service with the Surviving Corporation Company or any Subsidiary of the Surviving Corporation following Company to the Effective Time (“Continuing Employees”), Parent shall use reasonable efforts to cause the service of each such Continuing Employee with same extent recognized by the Company and its ERISA Affiliates prior to the Closing Date to be recognized for purposes of eligibility to participate, levels of benefits (but not for benefit accruals under any defined benefit or other pension or retirement plan) and vesting under each compensation, vacation, fringe or other welfare benefit plan, program or arrangement of Parent, Ultimate Parent, the Surviving Corporation or any of their ERISA Affiliates, but not including any sabbatical or equity compensation plans, programs, agreements or arrangements (collectively, the “Parent Benefit Plans”) in which any Continuing Employee is or becomes eligible to participate, but solely to the extent service was credited to such employee for such purposes under a comparable Company Employee Plan immediately prior to the Closing Date Effective Time. The Buying Entities will, or will cause the Surviving Entity and to the extent such credit would not result in a duplication of benefits. (b) From and after the Closing Dateits Subsidiaries to, with respect to each Parent Benefit Plan that is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) in which any Continuing Employee is or becomes eligible to participate, Parent shall use reasonable efforts to cause each such Parent Benefit Plan to (i) waive all limitations as to pre-existing conditions, preexisting conditions exclusions and waiting periods, required physical examinations and exclusions periods with respect to participation and coverage requirements applicable under such Parent Benefit Plan for such to the Continuing Employees and their eligible dependents to the same extent under any welfare plan that such pre-existing conditionsemployees may be eligible to participate in after the Effective Time, other than limitations or waiting periods, required physical examinations periods that are already in effect with respect to such employees and exclusions would that have not have applied or would have been waived satisfied as of the Effective Time under any welfare plan maintained for the corresponding Company Employee Plan in which such Continuing Employee was a participant Employees immediately prior to such Continuing Employee’s commencement of participation in such Parent Benefit Plan butthe Effective Time, with respect to long-term disability and life insurance benefits and coverage, solely to the extent permitted under the terms and conditions of Parent’s applicable insurance contracts in effect as of the Closing Date; provided, that for purposes of clarity, to the extent such benefit coverage includes eligibility conditions based on periods of employment, Section 7.18(a) shall control; and (ii) provide each Continuing Employee and his or her eligible dependents with credit for any co-payments and deductibles paid in the calendar year that, and prior to the date that, such Continuing Employee commences participation in such Parent Benefit Plan Effective Time in satisfying any applicable codeductible or out- of-payment or deductible pocket requirements under such Parent Benefit Plan for the applicable calendar year, to the extent any welfare plans that such expenses were recognized for such purposes under employees are eligible to participate in after the comparable Company Employee PlanEffective Time. (c) The parties acknowledge and agree that all provisions contained in this Section 7.18 are included for the sole benefit of the respective parties to this Agreement Buying Entities shall not, and shall not create any right in any other Person, including any employees, former employees, any participant in any Company Employee Plan or any beneficiary thereof, of any right to continued employment with Parent, Company, permit the Surviving Corporation Entity or any of their Affiliates. Nothing its Subsidiaries to, at any time prior to 90 days following the date of the 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 this Section 7.18 shall be deemed to amend the WARN Act affecting any Parent Benefit Plan single site of employment or to require Parent, one or more facilities or operating units within any single site of employment of the Surviving Corporation Entity or any of their Affiliates to continue its Subsidiaries; or amend (ii) a "mass layoff" as defined in the WARN Act affecting any particular benefit plan before or after the consummation single site of employment of the transactions contemplated Surviving Entity or any of its Subsidiaries; or any similar action under applicable state, local or foreign law requiring notice to employees in this Agreement, and any such plan may be amended the event of a plant closing or terminated in accordance with its terms and Applicable Lawlayoff.

Employee Matters. (a) From For purposes of vesting, eligibility to participate and accrual and level of benefits under the employee benefit plans of Parent and its Subsidiaries providing benefits to any Company Employees after the Closing DateEffective Time (the “New Plans”), each Company Employee shall be credited for his or her years of service with respect the Company and its Subsidiaries and their respective predecessors before the Effective Time, to employees the same extent as such Company Employee was entitled, before the Effective Time, to credit for such service under any similar Company employee benefit plan in which such Company Employee participated or was eligible to participate immediately prior to the Effective Time, provided, however, that the foregoing shall not apply to the extent that its application would result in a duplication of benefits or to benefit accrual under a defined benefit pension plan. In addition, and without limiting the generality of the foregoing, (A) Parent shall cause each Company Employee to 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 Company Benefit Plan set forth on Section 3.10(a) of the Company or its Subsidiaries Disclosure Schedule in which such Company Employee participated immediately before the Effective Time who continue employment with the Surviving Corporation or any Subsidiary of the Surviving Corporation following the Effective Time (“Continuing Employees”), Parent shall use reasonable efforts to cause the service of each such Continuing Employee with the Company and its ERISA Affiliates prior to the Closing Date to be recognized for purposes of eligibility to participate, levels of benefits (but not for benefit accruals under any defined benefit or other pension or retirement plan) and vesting under each compensation, vacation, fringe or other welfare benefit plan, program or arrangement of Parent, Ultimate Parent, the Surviving Corporation or any of their ERISA Affiliates, but not including any sabbatical or equity compensation plans, programs, agreements or arrangements (collectively, the “Parent Benefit Old Plans”) and (B) for purposes of each New Plan providing medical, dental, pharmaceutical 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, unless such conditions would not have been waived under the comparable plans of Parent or its Subsidiaries in which any Continuing Employee is or becomes eligible to participate, but solely to the extent service was credited to such employee for such purposes under a comparable Company Employee Plan participated immediately prior to the Closing Date Effective Time, and Parent shall cause any eligible expenses incurred by such 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 extent applicable plan year as if such credit would not result amounts had been paid in a duplication of benefitsaccordance with such New Plan. (b) From and after the Closing Date, with respect to each Parent Benefit Plan agrees that is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) in which any Continuing Employee is or becomes eligible to participate, Parent shall it will use reasonable best efforts to cause each such all amounts due under Parent’s deferred compensation program to be paid in Parent Benefit Plan to (i) waive all limitations as to pre-existing conditionsCommon Stock, waiting periodsbased on the fair market value of Parent Common Stock on the date paid, required physical examinations and exclusions with respect to participation and coverage requirements applicable under such Parent Benefit Plan for such Continuing Employees and their eligible dependents on or prior to the same extent Effective Time; provided, however, that such pre-existing conditions, waiting periods, Parent shall not be required physical examinations and exclusions would not have applied or would have been waived under the corresponding Company Employee Plan to pay any amount in which such Continuing Employee was a participant immediately prior to such Continuing Employee’s commencement of participation in such Parent Benefit Plan but, with respect to long-term disability and life insurance benefits and coverage, solely Common Stock to the extent permitted that shares are not available at such time of payment under the terms and conditions of Parent’s applicable insurance contracts in effect existing Parent Registration Statements on Form S-8 as of the Closing Datedate of this Agreement; provided, further, that for purposes of clarity, to the extent payments cannot be made in Parent Common Stock due to the previous clause, Parent agrees to use reasonable best efforts to delay such benefit coverage includes eligibility conditions based payments in Parent Common Stock, until an effective Registration Statement on periods of employmentForm S-8 is filed after the Effective Time represent shares approved by Parent stockholders as contemplated by Section 5.4(c) hereof. Parent agrees, Section 7.18(a) shall control; covenants, represents, and (ii) provide each Continuing Employee and his or her eligible dependents with credit for any co-payments and deductibles warrants that all bonuses granted by Parent that are payable in Parent Common Stock, but have not been paid in the calendar year that, and Parent Common Stock prior to the date thatof this Agreement, such Continuing Employee commences participation in such whether or not vested, are valued based on the fair market value of Parent Benefit Plan in satisfying any applicable co-payment or deductible requirements under such Parent Benefit Plan for Common Stock on the applicable calendar year, to the extent that such expenses were recognized for such purposes under the comparable Company Employee Plandate of payment. (c) The parties acknowledge and agree Company agrees to use reasonable best efforts to cause any payments due, if any, under the Company’s 2011 Bonus Program to be paid to the recipients in Company Common Stock in lieu of cash, based on the fair marked value of Company Common Stock on the date paid; provided, however, the Company shall not be required to pay any amount in Company Common Stock to the extent that all provisions contained in this Section 7.18 shares are included for the sole benefit not available at such time of payment under existing Company Registration Statements on Form S-8 as of the respective parties to this Agreement and shall not create any right in any other Person, including any employees, former employees, any participant in any Company Employee Plan or any beneficiary thereof, date of any right to continued employment with Parent, Company, the Surviving Corporation or any of their Affiliates. Nothing in this Section 7.18 shall be deemed to amend any Parent Benefit Plan or to require Parent, the Surviving Corporation or any of their Affiliates to continue or amend any particular benefit plan before or after the consummation of the transactions contemplated in this Agreement, and any such plan may be amended or terminated in accordance with its terms and Applicable Law.

Employee Matters. (a) From and after For a period of one year following the Closing DateEffective Time, with respect Parent shall provide to all employees of the Company or any of its Subsidiaries immediately before as of the Effective Time who continue employment with the Surviving Corporation or any Subsidiary of the Surviving Corporation following the Effective Time its Affiliates (“Continuing Employees”), Parent shall use reasonable efforts ) with compensation and benefits that are in the aggregate substantially equivalent to cause the service of each such Continuing Employee with compensation and benefits provided by the Company and its ERISA Affiliates Subsidiaries as in effect immediately prior to the Closing Date to be recognized Acceptance Date. (b) Parent shall ensure that, as of the Effective Time, each Continuing Employee receives full credit for all purposes of eligibility to participate, levels (other than the accrual of benefits (but not for benefit accruals under any a defined benefit or other pension or retirement plan) for service with the Company or any of its Subsidiaries (or predecessor employers to the extent the Company provides such past service credit) under the comparable employee benefit plans, programs and vesting under each compensation, vacation, fringe or other welfare benefit plan, program or arrangement policies of Parent, Ultimate Parent, the Surviving Corporation or any Affiliate of their ERISA Affiliatesthe Surviving Corporation, but not including any sabbatical or equity compensation plansas applicable, programs, agreements or arrangements (collectively, the “Parent Benefit Plans”) in which any Continuing Employee is or becomes eligible to participate, but solely to the extent service was credited to such employee for such purposes under becomes a comparable Company Employee Plan immediately prior to the Closing Date and to the extent such credit would not result in a duplication of benefits. (b) From and after the Closing Date, with participant. With respect to each Parent Benefit Plan that is an “employee health or other welfare benefit plan” (plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as defined in Section 3(1) applicable, for the benefit of ERISA) in which any Continuing Employee is or becomes eligible to participateEmployees, Parent shall use reasonable efforts to cause each such Parent Benefit Plan to (i) waive all limitations as cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing conditions, waiting periods, required physical examinations and exclusions with respect to participation and coverage requirements applicable condition limitations under such Parent Benefit Plan plan and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employees and their eligible dependents to Employee under any similar Company benefit plan for the same extent that such pre-existing conditions, waiting periods, required physical examinations and exclusions would not have applied or would have been waived under the corresponding Company Employee Plan plan year in which such Continuing Employee was a participant immediately prior to participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such Continuing Employee’s commencement of participation amounts had been paid in such Parent Benefit Plan but, accordance with respect to long-term disability and life insurance benefits and coverage, solely to the extent permitted under the terms and conditions of Parent’s applicable insurance contracts in effect as of the Closing Date; provided, that for purposes of clarity, to the extent such benefit coverage includes eligibility conditions based on periods of employment, Section 7.18(a) shall control; and (ii) provide each Continuing Employee and his or her eligible dependents with credit for any co-payments and deductibles paid in the calendar year that, and prior to the date that, such Continuing Employee commences participation in such Parent Benefit Plan in satisfying any applicable co-payment or deductible requirements under such Parent Benefit Plan for the applicable calendar year, to the extent that such expenses were recognized for such purposes under the comparable Company Employee Plan. (c) The parties acknowledge and agree that all provisions contained in this Section 7.18 are included for the sole benefit of the respective parties to this Agreement and shall not create any right in any other Person, including any employees, former employees, any participant in any Company Employee Plan or any beneficiary thereof, of any right to continued employment with Parent, Company, the Surviving Corporation or any of their Affiliates. Nothing in this Section 7.18 shall be deemed to amend any Parent Benefit Plan or to require plans maintained by Parent, the Surviving Corporation or any of their such Affiliate, as applicable, for such plan year. In addition, Parent shall implement, or cause its appropriate Affiliates to continue or amend any particular benefit plan before or after implement, the consummation of additional arrangements agreed upon by Parent and the transactions contemplated in this Agreement, Company. (c) Parent shall cause the Surviving Corporation to assume and any such plan may be amended or terminated honor in accordance with their terms all written employment, change of control, severance, retention or termination agreements applicable to any employee of the Company or any of its terms and Applicable Law.Subsidiaries that is set forth on Section 8.04(c) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents..

Employee Matters. (a) From and after For a period of twelve (12) months following the Effective Time (the “Post-Closing DateBenefits Continuation Period”), with respect Parent shall provide, or shall cause the Surviving Company or its subsidiaries to employees provide, to each employee of the Company or its Subsidiaries immediately before the Effective Time subsidiaries who continue employment with continues to be employed by the Surviving Corporation Company or any Subsidiary of the Surviving Corporation subsidiary thereof immediately following the Effective Time Closing Date (the “Continuing Employees”), Parent shall use reasonable efforts (i) base salary or wages that are not less than the base salary or wages provided to cause the service of each such Continuing Employee with the Company and its ERISA Affiliates immediately prior to the Closing Date Effective Time, (ii) commission and short-term incentive compensation target opportunities that, in each case, are no less than the commission, short- and long-term incentive compensation target opportunities provided to be recognized for purposes of eligibility such Continuing Employee immediately prior to participate, levels of the Effective Time and (iii) employee welfare and other benefits (but not for excluding defined benefit accruals pension benefits, equity or equity based awards, deferred compensation benefits and retiree medical and other post-termination medical and welfare benefits) that are substantially comparable in the aggregate to the employee welfare and other benefits (excluding defined benefit pension benefits, equity or equity-based awards, deferred compensation benefits and retiree medical and other post-termination medical and welfare benefits) that were provided to such Continuing Employees under the Company Plans in effect immediately prior to the Effective Time. During the Post-Closing Benefits Continuation Period, Parent shall, or shall cause the Surviving Company or its subsidiaries to provide each Continuing Employee with severance benefits that are no less favorable than the severance benefits of the Company or any of its subsidiaries set forth on Section 6.9(a) of the Company Disclosure Letter. (b) With respect to any benefit plan or arrangement (excluding any defined benefit or other pension or retirement plan) and vesting under each compensation, vacation, fringe retiree or other post-termination health or welfare benefit plan, program plan or arrangement of arrangement) maintained by Parent, Ultimate Parent, or its Affiliates (including the Surviving Corporation or any of their ERISA Affiliates, but not including any sabbatical or equity compensation plans, programs, agreements or arrangements (collectively, the “Parent Benefit Plans”Company) in which any Continuing Employee is or becomes eligible to participate during the calendar year in which the Closing Date occurs (each, a “Parent Plan”), for purposes of determining eligibility to participate, but solely to level of benefits, benefit accruals and vesting, each Continuing Employee’s service with the extent Company or any of its subsidiaries (as well as service was credited to such employee for such purposes under a comparable Company Employee Plan immediately with any predecessor employer) prior to the Closing Date shall be treated as service with Parent and its Affiliates (including the Surviving Company) as of the Closing Date to the same extent and for the same purpose that such service was credited for such Continuing Employee under the corresponding Company Plan in effect immediately prior to the Closing; provided that the foregoing shall not apply to the extent that it would result in any duplication of benefits, compensation, or coverage for the same period of service. (c) With respect to any Parent Plan that provides health benefits, Parent shall, or shall cause its Affiliates (including the Surviving Company) to (i) waive, or cause to be waived, all preexisting conditions, limitations, exclusions, actively-at-work requirements and waiting periods with respect to participation by and coverage of each Continuing Employee (and his or her eligible dependents) to the extent such credit conditions, limitations, exclusions, requirements and waiting periods were already satisfied or did not apply under the corresponding Company Plan that is a group health plan; and (ii) recognize, or cause to be recognized, all co-payments, deductibles, and similar expenses and out-of-pocket maximums incurred by each Continuing Employee (and his or her eligible dependents) under a Company Plan that is a group health plan during the portion of the applicable plan year prior to the Closing Date for purposes of satisfying the applicable plan year’s deductible and co-payment limitations under the Parent Plan that is a group health plan in which each Continuing Employee (and his or her eligible dependents) participate during such applicable plan year. (d) Immediately prior to the Closing Date, the Company shall have the right to pay, at the higher of (x) target levels and (y) levels based on actual performance as of as soon as practicable prior to the Effective Time calculated by the Board of Directors or a committee thereof, annual bonuses for the calendar year of the Closing (without pro-ration), provided that the foregoing payment right shall not apply to the extent that such payment would not or could result in a duplication of benefitsa pro rata bonus amount provided to such recipient under the terms of an applicable Company Plan. (be) From and after the Closing Date, with With respect to each Parent Benefit Plan that is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) in any accrued but unused vacation and paid time off to which any Continuing Employee is or becomes eligible to participate, Parent shall use reasonable efforts to cause each such Parent Benefit Plan to (i) waive all limitations as to pre-existing conditions, waiting periods, required physical examinations and exclusions with respect to participation and coverage requirements applicable under such Parent Benefit Plan for such Continuing Employees and their eligible dependents entitled pursuant to the same extent that such pre-existing conditions, waiting periods, required physical examinations vacation and exclusions would not have applied or would have been waived under the corresponding Company Employee Plan in which paid time off policies applicable to such Continuing Employee was a participant immediately prior to the Effective Time, Parent shall, or shall cause its subsidiaries, including the Surviving Company to, assume the liability for such Continuing Employee’s commencement of participation in such Parent Benefit Plan but, with respect to long-term disability accrued vacation and life insurance benefits paid time off and coverage, solely to the extent permitted under the terms and conditions of Parent’s applicable insurance contracts in effect as of the Closing Date; provided, that for purposes of clarity, to the extent such benefit coverage includes eligibility conditions based on periods of employment, Section 7.18(a) shall control; and (ii) provide each Continuing Employee and his or her eligible dependents with credit for any co-payments and deductibles paid in the calendar year that, and prior to the date that, allow such Continuing Employee commences participation to use such accrued vacation and paid time off in such Parent Benefit Plan in satisfying any applicable co-payment or deductible requirements under such Parent Benefit Plan for accordance with the applicable calendar year, to practice and policies of the extent that such expenses were recognized for such purposes under the comparable Company Employee PlanCompany. (cf) The parties acknowledge and agree that all provisions contained Nothing in this Section 7.18 are included for the sole benefit of the respective parties to this Agreement and shall not create confer upon any right in Continuing Employee or any other Person, including any employees, former employees, any participant in any Company Employee Plan or any beneficiary thereof, of Person any right to continued employment with Parent, Company, the Surviving Corporation (or any term or condition of their Affiliates. Nothing in this Section 7.18 shall be deemed to amend any Parent Benefit Plan employment) or to require continue in the employ or service of Parent, the Surviving Corporation Company or any subsidiary or Affiliate of their Affiliates Parent or the Surviving Company, or shall interfere with or restrict in any way the rights of Parent, the Surviving Company or any subsidiary or Affiliate of Parent or the Surviving Company, which rights are hereby expressly reserved, to continue discharge or amend terminate the services of any particular Person or any Continuing Employee at any time and for any reason whatsoever, with or without cause, subject to the terms of any applicable Company Plan or Law. Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 6.9 shall (i) be deemed or construed to be an amendment, termination or other modification of any Company Plan or any other benefit plan before or after compensation plan, program, policy, agreement or arrangement, (ii) prevent Parent, the consummation Surviving Company or any subsidiary or Affiliate of Parent or the Surviving Company from amending or terminating any Company Plans or any benefit or compensation plan, program, policy, agreement or arrangement at any time assumed, established, sponsored or maintained by any of them, or (iii) create any third-party beneficiary or other rights or remedies in any Person, other than the Parties, including any current or former service provider of the transactions contemplated in this Agreement, and Company or its Affiliates (or any such plan may be amended beneficiaries or terminated in accordance with its terms and Applicable Lawdependents thereof).

Employee Matters. (a) From and after Following the Closing Date, with respect United shall provide to employees of the Company or its Subsidiaries immediately before the Effective Time Tidelands who continue employment with the Surviving Corporation or any Subsidiary of the Surviving Corporation following the Effective Time United (“Tidelands Continuing Employees”) medical, dental, vacation and long-term disability benefits, medical and dependent care flexible spending accounts and life insurance (collectively, “Employee Benefits”), Parent shall use reasonable efforts on terms and conditions consistent in all material respects with those then currently provided by United to cause the service its other similarly-situated employees. For purposes of each such Continuing Employee eligibility to participate and any vesting determinations (but not benefit accruals) in connection with the Company and its ERISA Affiliates provision of any such Employee Benefits by United to the Tidelands Continuing Employees, service with Tidelands prior to the Closing Date shall 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 recognized credited for purposes of eligibility to participate, levels of benefits (but not all waiting periods for benefit accruals under any defined benefit or other pension or retirement plan) and vesting under each compensation, vacation, fringe or other welfare benefit plan, program or arrangement of Parent, Ultimate Parent, the Surviving Corporation or participation in any of their ERISA Affiliates, but not including any sabbatical or equity compensation plans, programs, agreements or arrangements (collectively, the “Parent Benefit Plans”) in which any Continuing such Employee is or becomes eligible to participate, but solely Benefits to the extent such service was credited counted under the similar plan of Tidelands. United shall also waive all restrictions and limitations for preexisting conditions under United’s Employee Benefit plans, to the extent such employee restrictions or limitations would not or currently do not apply to the Tidelands Continuing Employees under the similar plan of Tidelands. United shall use commercially reasonable efforts to provide the Tidelands Continuing Employees with credit under United’s health, dental and vision plans, for the plan year of such purposes plans which include the Closing Date, for the aggregate amounts paid by such employees as a deductible under a comparable Company Employee Plan immediately Tidelands’ health, dental and vision plans for the plan year of such plans which includes the Closing Date. (b) Subject to applicable legal requirements, United and Tidelands shall take such other actions prior to the Closing Date as may be reasonably necessary to enable the employees of Tidelands after the Closing Date to transfer the amount credited to their accounts under Tidelands Bank 401(k) Plan (the “Tidelands 401(k) Plan”) through a rollover contribution into either the United 401(k) Plan (the “United 401(k) Plan”), if such employees are Tidelands Continuing Employees, or to transfer the amount credited to their accounts through a rollover contribution to a separate third party individual retirement account, or to take a cash distribution from the Tidelands 401(k) Plan, provided, that Tidelands’ board of directors shall adopt resolutions to terminate the Tidelands 401(k) Plan as of the last day immediately preceding the Closing Date. For purposes of any vesting determinations (but not benefit accruals) and eligibility to participate (other than with respect to matching or other employer contributions) in connection with the United 401(k) Plan, service with Tidelands prior to the Closing Date shall be counted to the extent such credit would not result in a duplication of benefits. (b) From and after the Closing Date, with respect to each Parent Benefit Plan that is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) in which any Continuing Employee is or becomes eligible to participate, Parent shall use reasonable efforts to cause each such Parent Benefit Plan to (i) waive all limitations as to pre-existing conditions, waiting periods, required physical examinations and exclusions with respect to participation and coverage requirements applicable under such Parent Benefit Plan for such Continuing Employees and their eligible dependents to the same extent that such pre-existing conditions, waiting periods, required physical examinations and exclusions would not have applied or would have been waived service was counted under the corresponding Company Employee Plan in which such Continuing Employee was a participant immediately prior to such Continuing Employee’s commencement of participation in such Parent Benefit Plan but, with respect to long-term disability and life insurance benefits and coverage, solely to the extent permitted under the terms and conditions of Parent’s applicable insurance contracts in effect as of the Closing Date; provided, that for purposes of clarity, to the extent such benefit coverage includes eligibility conditions based on periods of employment, Section 7.18(a) shall control; and (ii) provide each Continuing Employee and his or her eligible dependents with credit for any co-payments and deductibles paid in the calendar year that, and prior to the date that, such Continuing Employee commences participation in such Parent Benefit Plan in satisfying any applicable co-payment or deductible requirements under such Parent Benefit Plan for the applicable calendar year, to the extent that such expenses were recognized for such purposes under the comparable Company Employee Plan. (c) The parties acknowledge and agree that all provisions contained in this Section 7.18 are included for the sole benefit of the respective parties to this Agreement and shall not create any right in any other Person, including any employees, former employees, any participant in any Company Employee Plan or any beneficiary thereof, of any right to continued employment with Parent, Company, the Surviving Corporation or any of their Affiliates. Nothing in this Section 7.18 shall be deemed to amend any Parent Benefit Plan or to require Parent, the Surviving Corporation or any of their Affiliates to continue or amend any particular benefit plan before or after the consummation of the transactions contemplated in this Agreement, and any such plan may be amended or terminated in accordance with its terms and Applicable Law.Tidelands 401(k)

Employee Matters. (a) From and after the Closing Date, with respect to employees As of the Effective Time, Parent shall cause to be provided to each individual who is employed by the Company or and its Subsidiaries immediately before prior to the Effective Time (other than those individuals covered by collective bargaining agreements) and who continue employment remain employed with the Surviving Corporation or any Subsidiary of Parent’s Subsidiaries (each an “Affected Employee”) compensation and employee benefits (“Affected Employee Comp and Benefits”) substantially comparable in the Surviving Corporation following aggregate, to (i) the compensation and benefits provided to the Affected Employee under the Employee Plans immediately prior to the Effective Time or (ii) the compensation (including base salary and participation in the bonus program(s) for Parent and its Subsidiaries) and benefits provided by Parent under the plans and programs generally made available to similarly situated employees of Parent and its Subsidiaries; it being understood that Parent may, at any time thereafter make such changes to the Affected Employee Comp and Benefits as it may in its sole and absolute discretion determine. (b) With respect to any employee benefit plan in which any Affected Employee first becomes eligible to participate, on or after the Effective Time (the “Continuing EmployeesNew Company Plans”), Parent shall use reasonable efforts to cause the service of each such Continuing Employee with the Company and its ERISA Affiliates prior to the Closing Date to be recognized for purposes of eligibility to participate, levels of benefits (but not for benefit accruals under any defined benefit or other pension or retirement plan) and vesting under each compensation, vacation, fringe or other welfare benefit plan, program or arrangement of Parent, Ultimate Parent, the Surviving Corporation or any of their ERISA Affiliates, but not including any sabbatical or equity compensation plans, programs, agreements or arrangements (collectively, the “Parent Benefit Plans”) in which any Continuing Employee is or becomes eligible to participate, but solely to the extent service was credited to permissible under such employee for such purposes under a comparable Company Employee Plan immediately prior to the Closing Date and to the extent such credit would not result in a duplication of benefits. (b) From and after the Closing Date, with respect to each Parent Benefit Plan that is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) in which any Continuing Employee is or becomes eligible to participate, Parent shall use reasonable efforts to cause each such Parent Benefit Plan to Plan: (i) waive all limitations as to pre-existing conditions, waiting periods, required physical examinations and exclusions periods with respect to participation and coverage requirements applicable to such Affected Employee under any health and welfare New Company Plans in which such Parent Benefit Plan for such Continuing Affected Employee may be eligible to participate after the Effective Time and (ii) recognize service of Affected Employees and their eligible dependents (or otherwise credited by the Company or its Subsidiaries) accrued prior to the same extent that Effective Time for purposes of eligibility to participate, vesting and level of benefits (but not for the purposes of benefit accrual under any such pre-existing conditionsNew Company Plans, waiting periodsincluding, required physical examinations and exclusions would but not have applied or would have been waived limited to, defined benefit pension plans) under the corresponding any New Company Employee Plan in which such Continuing Employee was a participant immediately prior Affected Employees may be eligible to such Continuing Employee’s commencement of participation participate after the Effective Time, provided, however, that in such Parent Benefit Plan but, with respect to long-term disability and life insurance benefits and coverage, solely no event shall any credit be given to the extent permitted under the terms and conditions of Parent’s applicable insurance contracts in effect as of the Closing Date; provided, that for purposes of clarity, to the extent such benefit coverage includes eligibility conditions based on periods of employment, Section 7.18(a) shall control; and (ii) provide each Continuing Employee and his or her eligible dependents with credit for any co-payments and deductibles paid it would result in the calendar year that, and prior to the date that, such Continuing Employee commences participation in such Parent Benefit Plan in satisfying any applicable co-payment or deductible requirements under such Parent Benefit Plan duplication of benefits for the applicable calendar year, to the extent that such expenses were recognized for such purposes under the comparable Company Employee Plansame period of service. (c) The parties acknowledge and agree It is understood that all provisions contained Parent’s expressed intention to extend offers of continued employment as set forth in this Section 7.18 are included for the sole benefit of the respective parties to this Agreement and 8.04 shall not create constitute any right in any other Personcommitment, including any employees, former employees, any participant in any Company Employee Plan contract or any beneficiary thereof, understanding (expressed or implied) of any right obligation on the part of Parent or its Subsidiaries to continued a post Closing employment with Parent, Company, relationship of any fixed term or duration or upon any terms or conditions other than the Surviving Corporation provisions of Section 8.04(a) above. Employment offered by Parent or its Subsidiaries is “at will” and such employment may be terminated by Parent or its Subsidiaries or by an employee at any of their Affiliatestime for any reason (subject to any written commitments to the contrary made by Parent or its Subsidiaries or an employee and legal requirements). Nothing in this Section 7.18 Agreement shall be deemed to amend prevent or restrict in any way the right of Parent Benefit Plan to terminate, reassign, promote or demote any of the Affected Employees after the Closing or to require Parentchange adversely or favorably the title, the Surviving Corporation powers, duties, responsibilities, functions locations, salaries, other compensation, benefits or any terms or conditions of their Affiliates to continue or amend any particular benefit plan before or after the consummation employment of the transactions contemplated in this Agreement, and any such plan may be amended or terminated in accordance with its terms and Applicable Lawemployees.

Employee Matters. (a) From the Effective Time through December 31, 2004 or such later date to the extent December 31, 2004 is not practicable based on the occurrence of the Effective Time (such date being referred to herein as the "Benefits Transition Date"), Bank of America shall provide the employees of FleetBoston and its Subsidiaries as of the Effective Time (the "Covered Employees") with employee benefits and compensation plans, programs and arrangements that are substantially similar, in the aggregate, to the employee benefits and compensation plans, programs and arrangements provided by FleetBoston or its Subsidiaries, as the case may be, to such employees immediately prior to the Effective Time. From and after the Benefits Transition Date, Bank of America shall provide the Covered Employees with employee benefits and compensation plans, programs and arrangements that are equivalent to those provided to similarly situated employees of Bank of America and its Subsidiaries. Notwithstanding anything contained herein to the contrary, from and after the Effective Time, a Covered Employee who is terminated during the period commencing at the Effective Time and ending on the second anniversary thereof shall be entitled to receive the severance payments and benefits under the applicable FleetBoston severance plan or policy as in effect immediately prior to the Effective Time (without amendment during such two year period following the Effective Time). (b) From and after the Closing DateEffective Time, Bank of America shall (i) provide all Covered Employees with respect to employees of the Company or its Subsidiaries immediately before the Effective Time who continue employment with the Surviving Corporation or any Subsidiary of the Surviving Corporation following the Effective Time (“Continuing Employees”), Parent shall use reasonable efforts to cause the service of each such Continuing Employee with the Company and its ERISA Affiliates prior to the Closing Date to be recognized credit for purposes of eligibility to participateeligibility, participation, vesting and levels of benefits (but not for benefit accruals under any defined benefit pension plan except as otherwise provided in this Section 6.7(b)), under any employee benefit or other pension or retirement plan) and vesting under each compensation, vacation, fringe or other welfare benefit compensation plan, program or arrangement adopted, maintained or contributed to by Bank of Parent, Ultimate Parent, the Surviving Corporation America or any of their ERISA Affiliates, but not including any sabbatical or equity compensation plans, programs, agreements or arrangements (collectively, the “Parent Benefit Plans”) its Subsidiaries in which any Continuing Employee is or becomes Covered Employees are eligible to participate, but solely for all periods of employment with FleetBoston or any of its Subsidiaries (or their predecessor entities) prior to the Effective Time, (ii) cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any welfare benefit plans of Bank of America or any of its Subsidiaries to be waived with respect to the Covered Employees and their eligible dependents, to the extent service was credited to such employee for such purposes waived under a comparable Company the corresponding plan in which the applicable Covered Employee Plan participated immediately prior to the Closing Date and Effective Time and, with respect to life insurance coverage, up to the extent such Covered Employee's current level of insurability, and (iii) give the Covered Employees and their eligible dependents credit would not result for the plan year in which the Effective Time (or commencement of participation in a duplication plan of benefitsBank of America or any of its Subsidiaries) occurs towards applicable deductibles and annual out-of-pocket limits for expenses incurred prior to the Effective Time (or the date of commencement of participation in a plan of Bank of America or any of its Subsidiaries). For purposes of any cash balance pension plan maintained or contributed to by Bank of America or any of its Subsidiaries in which Covered Employees become eligible to participate following the Effective Time (excluding the cash balance pension plans maintained or sponsored by FleetBoston immediately prior to the Effective Time), the Covered Employees' level of benefit accruals under any such plans (for periods of service following the date on which the Covered Employees commence participation in such plans) shall be determined based on the Covered Employees' credited service prior to the Effective Time (as recognized for the same purpose by FleetBoston for purposes of the cash balance pension plans maintained or sponsored by FleetBoston immediately prior to the Effective Time) and with the Surviving Corporation following the Effective Time. (bc) From and after the Closing DateEffective Time, with respect Bank of America shall honor all accrued and vested benefit obligations to each Parent and contractual rights of current and former employees of FleetBoston and its Subsidiaries under the FleetBoston Benefit Plan that is an “employee welfare benefit plan” (as defined Plans. Bank of America agrees to take all action necessary to effectuate and satisfy the agreements and obligations set forth in Section 3(16.7(c) of ERISA) in which any Continuing Employee is or becomes eligible to participate, Parent shall use reasonable efforts to cause each such Parent Benefit Plan to (i) waive all limitations as to pre-existing conditions, waiting periods, required physical examinations and exclusions with respect to participation and coverage requirements applicable under such Parent Benefit Plan for such Continuing Employees and their eligible dependents to the same extent that such pre-existing conditions, waiting periods, required physical examinations and exclusions would not have applied or would have been waived under the corresponding Company Employee Plan in which such Continuing Employee was a participant immediately prior to such Continuing Employee’s commencement of participation in such Parent Benefit Plan but, with respect to long-term disability and life insurance benefits and coverage, solely to the extent permitted under the terms and conditions of Parent’s applicable insurance contracts in effect as of the Closing Date; provided, that for purposes of clarity, to the extent such benefit coverage includes eligibility conditions based on periods of employment, Section 7.18(a) shall control; and (ii) provide each Continuing Employee and his or her eligible dependents with credit for any co-payments and deductibles paid in the calendar year that, and prior to the date that, such Continuing Employee commences participation in such Parent Benefit Plan in satisfying any applicable co-payment or deductible requirements under such Parent Benefit Plan for the applicable calendar year, to the extent that such expenses were recognized for such purposes under the comparable Company Employee PlanFleetBoston Disclosure Schedule. (cd) The parties acknowledge and agree that all provisions contained in this Section 7.18 are included for Concurrently with the sole benefit execution of the respective parties to this Agreement and shall not create any right in any other Person, including any employees, former employees, any participant in any Company Employee Plan or any beneficiary thereof, of any right to continued employment with Parent, Company, the Surviving Corporation or any of their Affiliates. Nothing in this Section 7.18 shall be deemed to amend any Parent Benefit Plan or to require Parent, the Surviving Corporation or any of their Affiliates to continue or amend any particular benefit plan before or after the consummation of the transactions contemplated in this Agreement, and any such plan may be amended or terminated Bank of America is entering into employment agreements with each of the FleetBoston employees whose names are set forth in accordance with its terms and Applicable LawSection 6.7(d) of the FleetBoston Disclosure Schedule.

Employee Matters. (a) From For a period commencing at the Effective Time and ending on the first anniversary of the Closing Date, BHRB shall provide, or cause to be provided, to each individual who is employed by LNKB or any of its Subsidiaries as of immediately prior to the Effective Time and who continues to be actively employed by the Surviving Corporation (or any affiliate thereof) during such period (a “Continuing Employee”), with (i) a base salary or base wage rate that is no less than the base salary or base wage rate in effect for such Continuing Employee as of immediately prior to the Effective Time, (ii) a target annual bonus opportunity and target long-term incentive compensation opportunity that are no less favorable in each case (based on dollar amount) than such target annual bonus opportunity and target long-term incentive compensation opportunity provided to such Continuing Employee as of immediately prior to the Effective Time, and (iii) employee benefits (in each case of clause (i), (ii) and (iii) of this Section 6.06(a), excluding defined benefit pension, retiree or post-employment medical or welfare, nonqualified deferred compensation, supplemental retirement, split dollar life insurance, retention, change in control and severance benefits (“Excluded Benefits”)) that are no less favorable than the employee benefits (other than the Excluded Benefits) provided to similarly situated employees of BHRB and its Subsidiaries. (b) Certain employees of LNKB and its Subsidiaries who are not a party to an employment agreement, change in control agreement, or other agreement that provides for severance benefits and experiences a qualifying termination as described on Section 6.06(b) of the BHRB Disclosure Schedule during the period referenced in such Schedule shall be entitled to receive severance pay in an amount and on the terms set forth on such schedule. (c) With respect to any BHRB Benefit Plans in which any Continuing Employees first become eligible to participate on or after the Closing Date, with respect to employees of the Company BHRB or its Subsidiaries immediately before the Effective Time who continue employment with the Surviving Corporation or any Subsidiary of the Surviving Corporation following the Effective Time (“Continuing Employees”), Parent shall use commercially reasonable efforts to cause the service of each such Continuing Employee with the Company and its ERISA Affiliates prior to the Closing Date to be recognized for purposes of eligibility to participate, levels of benefits (but not for benefit accruals under any defined benefit or other pension or retirement plan) and vesting under each compensation, vacation, fringe or other welfare benefit plan, program or arrangement of Parent, Ultimate Parent, the Surviving Corporation or any of their ERISA Affiliates, but not including any sabbatical or equity compensation plans, programs, agreements or arrangements (collectively, the “Parent Benefit Plans”) in which any Continuing Employee is or becomes eligible to participate, but solely to the extent service was credited to such employee for such purposes under a comparable Company Employee Plan immediately prior to the Closing Date and to the extent such credit would not result in a duplication of benefits. (b) From and after the Closing Date, with respect to each Parent Benefit Plan that is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) in which any Continuing Employee is or becomes eligible to participate, Parent shall use reasonable efforts to cause each such Parent Benefit Plan to to: (i) waive all limitations as to pre-existing preexisting conditions, exclusions and waiting periods, required physical examinations and exclusions periods with respect to participation and coverage requirements applicable under to such Parent Benefit Plan for such Continuing Employees employees and their eligible dependents under any such BHRB Benefit Plans, except to the same extent that such pre-existing conditions, exclusions or waiting periods, required physical examinations and exclusions periods would not have applied or would have been waived apply under the corresponding Company Employee analogous LNKB Benefit Plan in which such Continuing Employee was a participant immediately prior to such Continuing Employee’s commencement of participation in such Parent Benefit Plan but, with respect to long-term disability and life insurance benefits and coverage, solely to the extent permitted under the terms and conditions of Parent’s applicable insurance contracts in effect as of the Closing Date; provided, that for purposes of clarity, to the extent such benefit coverage includes eligibility conditions based on periods of employment, Section 7.18(a) shall control; and (ii) provide each such Continuing Employee and his or her eligible dependents with credit for any co-payments and deductibles paid in the calendar year that, and prior to the date thatClosing Date (or, if later, prior to the time such Continuing Employee commences employee commenced participation in such Parent BHRB Benefit Plan) under such BHRB Benefit Plan in satisfying any applicable codeductible or out-payment or deductible of-pocket requirements under any such Parent BHRB Benefit Plans, and (iii) recognize service of such employees with LNKB and its respective Subsidiaries, for all purposes as if such service was with BHRB prior to the Closing Date; provided that the foregoing service recognition shall not apply to the extent it would result in duplication of benefits for the same period of services, for purposes of benefit accrual under any BHRB Benefit Plan that is a defined benefit pension plan, for purposes of any BHRB Benefit Plan that provides retiree welfare benefits, or to any BHRB Benefit Plan that is a frozen plan prior to the Effective Time, either with respect to level of benefits or participation, or provides grandfathered benefits. (d) Prior to the Closing Date, LNKB shall take, and shall cause its Subsidiaries to take, all actions reasonably and timely requested in writing by BHRB that are reasonably necessary or appropriate, conditioned on the occurrence of the Effective Time, to (i) cause one or more LNKB Benefit Plans to terminate as of a date on, before or after the Effective Time (as determined by BHRB in its sole discretion), (ii) cause benefit accruals and entitlements under any LNKB Benefit Plan to cease as of the Effective Time, or as of the date preceding the Effective Time, (iii) cause the continuation on and after the Effective Time of any contract, arrangement or insurance policy relating to any LNKB Benefit Plan for such period as may be reasonably requested by BHRB, and/or (iv) facilitate the merger of any LNKB Benefit Plan into any BHRB Benefit Plan in accordance with applicable law. All resolutions, amendments, notices, or other documents issued, adopted or executed in connection with the implementation of this Section shall be subject to BHRB’s reasonable prior review and approval, which shall not be unreasonably withheld, conditioned or delayed. In accordance with this Section 6.06(d), LNKB shall, immediately prior to the Effective Time and in compliance with Section 409A of the Code, terminate the LNKB Benefit Plans set forth on Section 6.06(d) of the LNKB Disclosure Schedule, except as may otherwise be determined by BHRB and communicated to LNKB at least ten (10) business days prior to the Closing Date. (e) Effective as of the date immediately preceding the Closing Date and contingent upon the consummation of the Merger, LNKB shall, or shall cause Link to, terminate LBNK’s 401(k) plan. LNKB shall take (or cause to be taken) all actions that are necessary or appropriate to fully vest each Continuing Employee in his or her account balance under LNKB’s 401(k) plan effective as of the Closing Date. The Surviving Corporation shall take (or cause to be taken) all actions that are necessary or appropriate to make, as soon as practicable following the Closing Date, all employee and employer contributions to LNKB’s 401(k) plan on behalf of each Continuing Employee with respect to all periods of service ending on or prior to the Closing Date. Prior to the Effective Time, LNKB shall provide BHRB with resolutions adopted by LNKB’s Board of Directors terminating LNKB’s 401(k) plan, the form and substance of which shall be subject to the prior written approval of BHRB, which will not be unreasonably withheld. As soon as practicable following the Effective Time, with respect to LNKB’s 401(k) plan, BHRB shall permit or cause its Subsidiaries to permit the Continuing Employees to roll over their account balances, notes and similar instruments reflecting outstanding loan balances under the LNKB 401(k) plans, if any, thereunder into an “eligible retirement plan” within the meaning of Section 402(c)(8)(B) of the Code maintained by BHRB or its Subsidiaries. Notwithstanding the foregoing provisions of this Section 6.06(e), BHRB may, in its sole discretion, determine prior to the Effective Time, not to terminate the LNKB 401(k) plan or take any of the actions described above in this Section 6.06(e), provided that BHRB shall provide notice of such determination to LNKB at least 10 business days prior to the Effective Time. (f) As of the Effective Time, BHRB shall (i) assume and honor any vacation or personal time off (other than sick leave) (“PTO”) that has accrued but is unused under the applicable policies of LNKB and its Subsidiaries (including any PTO carried over from a prior year in accordance with LNKB’s PTO policies), (ii) provide additional accruals to Continuing Employees following the Effective Time under the PTO policy of BHRB in the same manner as provided to similarly situated employees of BHRB or its Subsidiaries, and (iii) recognize all service of any Continuing Employee with LNKB and its Subsidiaries for purposes of determining PTO under the BHRB’s PTO policy. (g) For a period commencing at the Effective Time and ending on the last day of the calendar yearyear in which the Closing Date occurs, BHRB shall or shall cause the Surviving Corporation to provide the Continuing Employees, while employed by the Surviving Corporation or its Subsidiaries after the Effective Time, health insurance coverage either under BHRB’s group health insurance plans as available to similar situated employees of BHRB or by continuing LNKB’s group health insurance plans so that no Continuing Employee incurs a gap in coverage; provided that such coverage provided by BHRB or the Surviving Corporation will include “in network” coverage for the geographic locations set forth in Section 6.06(g) of the LNKB Disclosure Schedule. (h) LNKB shall be authorized to make retention bonus awards from the retention bonus pool described in Section 6.06(h) of the LNKB Disclosure Schedule up to the amount set forth in Section 6.06(h) of the LNKB Disclosure Schedule. The retention bonus pool shall be dedicated to certain employees of LNKB or its Subsidiaries for purposes of retaining such employees through and, in some circumstances, after the Closing Date, with the participating employees and specific terms of such retention bonuses to be determined by mutual consent of (x) the Chief Executive Officer of BHRB and (y) the Chief Executive Officer of LNKB. (i) As of the Effective Time, BHRB or the Surviving Corporation shall, by operation of law, assume all employment and change in control agreements that LNKB and its Subsidiaries have with their current and former officers, directors, and employees (the “Assumed Agreements”), subject to the terms and provisions of the applicable agreement, except to the extent that any such expenses were recognized for agreement has been terminated or superseded by agreement of any such purposes under officer, director, or employee with BHRB, as listed in Section 6.06(i) of the comparable Company Employee PlanBHRB Disclosure Schedule. (cj) The parties acknowledge and agree that all provisions contained Nothing in this Section 7.18 are included for Agreement shall confer upon any employee, officer, director or consultant of LNKB or any of its Subsidiaries or affiliates any right to continue in the sole benefit employ or service of the respective parties Surviving Corporation, LNKB, BHRB or any Subsidiary or affiliate thereof, or shall interfere with or restrict in any way the rights of the Surviving Corporation, LNKB, BHRB or any Subsidiary or affiliate thereof to discharge or terminate the services of any employee, officer, director or consultant of LNKB or any of its Subsidiaries or affiliates at any time for any reason whatsoever, with or without cause. Nothing in this Agreement and shall not create be deemed to (i) establish, amend, or modify any right in any other PersonLNKB Benefit Plan, including any employees, former employees, any participant in any Company Employee BHRB Benefit Plan or any beneficiary thereofother benefit or employment plan, program, agreement or arrangement, or (ii) alter or limit the ability of any right to continued employment with Parent, Company, the Surviving Corporation or any of their Affiliates. Nothing in this Section 7.18 shall be deemed its Subsidiaries or affiliates to amend amend, modify or terminate any Parent particular Employee Benefit Plan or to require Parentany other benefit or employment plan, program, agreement or arrangement after the Effective Time (including, without limitation, the Surviving Corporation Assumed Agreements, subject to the underlying terms and conditions of the applicable agreement). Without limiting the generality of Section 9.11, except as set forth in Section 6.06, nothing in this Agreement, express or implied, is intended to or shall confer upon any person not a party to this Agreement, including any current or former employee, officer, director or consultant of BHRB or LNKB or any of their Affiliates Subsidiaries or affiliates, any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. (k) Prior to continue making any written communications to any service provider of LNKB or amend any particular benefit plan before of its Subsidiaries pertaining to compensation or after benefits plans of BHRB following the consummation Effective Time, LNKB or any of its Subsidiaries shall provide BHRB with a copy of the transactions contemplated in this Agreementintended communication, and BHRB shall have a reasonable period of time to review and comment on the communication, and LNKB or any such plan may be amended of its Subsidiaries shall give reasonable and good faith consideration to any comments made by BHRB with respect thereto; provided that, after BHRB has reviewed and commented on a communication, LNKB or terminated any of its Subsidiaries shall not have any obligation to provide to BHRB subsequent communications that are substantially similar in accordance with its terms and Applicable Lawall respects.

Employee Matters. (a) From and after For a period of twelve (12) months following the Closing DateDate (the “Benefits Continuation Period”), with respect Parent shall cause the Surviving Corporation to provide to employees of the Company or and its Subsidiaries immediately before Subsidiaries, while their employment continues during the Effective Time who continue employment with Benefits Continuation Period (the Surviving Corporation or any Subsidiary of the Surviving Corporation following the Effective Time (“Continuing Employees”), (i) base salary and target cash bonus opportunities substantially comparable in the aggregate with employee compensation (but excluding equity opportunities, change in control bonuses and retention agreements) provided to similarly situated employees of the Operating Company and (ii) employee benefits substantially comparable in the aggregate with employee benefits (but excluding equity opportunities) provided to similarly situated employees of the Operating Company. (b) Parent shall use reasonable efforts to cause the service of Surviving Corporation to (i) credit each such Continuing Employee with his or her years of service with the Company and its ERISA Affiliates prior to the Closing Date to be recognized any predecessor entities solely for purposes of eligibility to participate, levels of benefits and vesting purposes (but and not for the purpose of any benefit accruals under any defined benefit or other pension or retirement planaccrual) and vesting under each compensation, vacation, fringe or other welfare benefit plan, program or arrangement of Parent, Ultimate Parent, to the Surviving Corporation or any of their ERISA Affiliates, but not including any sabbatical or equity compensation plans, programs, agreements or arrangements (collectively, the “Parent Benefit Plans”) in which any same extent as such Continuing Employee is or becomes eligible was entitled to participate, but solely to the extent service was credited to such employee for such purposes under a comparable Company Employee Plan credit immediately prior to the Closing Date and to the extent for such credit would not result in a duplication of benefits. service under any similar Company Benefit Plan, (b) From and after the Closing Date, with respect to each Parent Benefit Plan that is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) in which any Continuing Employee is or becomes eligible to participate, Parent shall use reasonable efforts to cause each such Parent Benefit Plan to (iii) waive all limitations as to any applicable pre-existing conditions, condition exclusions and waiting periods, required physical examinations and exclusions periods with respect to participation and coverage requirements applicable under in any replacement or successor welfare benefit plan of the Surviving Corporation that a Continuing Employee is eligible to participate in following the Closing Date to the extent such Parent Benefit Plan for exclusions or waiting periods were inapplicable to, or had been satisfied by, such Continuing Employees and their eligible dependents Employee immediately prior to the same extent that such pre-existing conditions, waiting periods, required physical examinations and exclusions would not have applied or would have been waived Closing Date under the corresponding analogous Company Employee Benefit Plan in which such Continuing Employee was a participant immediately prior to such Continuing Employee’s commencement of participation in such Parent Benefit Plan butparticipated, with respect to long-term disability and life insurance benefits and coverage, solely to the extent permitted under the terms and conditions of Parent’s applicable insurance contracts in effect as of the Closing Date; provided, that for purposes of clarity, to the extent such benefit coverage includes eligibility conditions based on periods of employment, Section 7.18(a) shall control; and (iiiii) provide each Continuing Employee and his or her eligible dependents with credit for any co-payments and deductibles paid in during the calendar portion of the applicable plan year that, and prior to the date that, Closing Date (to the same extent such Continuing Employee commences participation in such Parent credit was given under the analogous Company Benefit Plan prior to the Closing Date) in satisfying any applicable co-payment deductible or deductible requirements under such Parent Benefit Plan for the applicable calendar year, to the extent that such expenses were recognized for such purposes under the comparable Company Employee Planout of pocket requirements. (c) The parties acknowledge and agree that all provisions contained No provision of this Agreement shall create any third party beneficiary rights in this Section 7.18 are included for the sole benefit any employee or former employee of the respective parties to this Agreement and shall not create Company or any right in any other Person, of its Affiliates (including any employees, former employees, any participant beneficiary or dependent thereof) in any Company Employee Plan or any beneficiary thereof, respect of any right to continued employment with Parent, by the Company, the Surviving Corporation or Corporation, any of their Affiliatesrespective Affiliates or otherwise. Nothing in this Section 7.18 herein shall be deemed (i) guarantee employment for any period or preclude the ability of Parent or the Surviving Corporation, as applicable, to amend terminate the employment of any employee of the Company or any Affiliate for any reason, (ii) require Parent or the Surviving Corporation to continue any Company Benefit Plan or other employee benefit plans or arrangements or prevent the amendment, modification or termination thereof after the Closing Date, or (iii) amend any Company Benefit Plan or other employee benefit plan or arrangement. (d) Notwithstanding any other provision of this Agreement to require Parentthe contrary, Parent shall, and shall cause the Surviving Corporation or and any of their its Affiliates to, provide Continuing Employees whose employment terminates during the Benefits Continuation Period with severance benefits at levels no less than and pursuant to continue or amend any particular benefit plan before or after the consummation terms set forth in Section 6.5(d) of the transactions contemplated in this Agreement, and any such plan may be amended or terminated in accordance with its terms and Applicable LawCompany Disclosure Schedule.

Employee Matters. (a) From and after the Closing Date, with respect to employees of the Company or its Subsidiaries immediately before the Effective Time who continue employment with the Surviving Corporation or any Subsidiary of the Surviving Corporation following the Effective Time (“Continuing Employees”), Parent shall use reasonable efforts to cause the service of each such Continuing Employee with the Company and its ERISA Affiliates Subsidiaries prior to the Closing Date to be recognized for purposes of eligibility to participate, levels of benefits (but not for benefit accruals under any defined benefit or other pension or retirement plan) and vesting under each compensation, vacation, fringe or other welfare benefit plan, program or arrangement of Parent, Ultimate Parent, the Surviving Corporation or any of their ERISA respective Affiliates as if such service were with Parent, Ultimate Parent, the Surviving Corporation or any of their respective Affiliates to the same extent for participants generally under the applicable plan of Parent, Ultimate Parent, the Surviving Corporation or any of their respective Affiliates, but not including any sabbatical or equity compensation plans, programs, agreements or arrangements (collectively, the “Parent Benefit Plans”) in which any Continuing Employee is or becomes eligible to participate, but solely to the extent service was credited to such employee for such purposes under a comparable Company Employee Plan immediately prior to the Closing Date and to the extent such credit would not result in a duplication of benefits. (b) From and after the Closing Date, with respect to each Parent Benefit Plan that is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) in which any Continuing Employee is or becomes eligible to participate, Parent shall use reasonable efforts to cause each such Parent Benefit Plan to (i) waive all limitations as to pre-existing conditions, waiting periods, required physical examinations and exclusions with respect to participation and coverage requirements applicable under such Parent Benefit Plan for such Continuing Employees and their eligible dependents to the same extent that such pre-existing conditions, waiting periods, required physical examinations and exclusions would not have applied or would have been waived under the corresponding Company Employee Plan in which such Continuing Employee was a participant immediately prior to such Continuing Employee’s commencement of participation in such Parent Benefit Plan but, with respect to long-term disability and life insurance benefits and coverage, solely to the extent permitted under the terms and conditions of Parent’s applicable insurance contracts in effect as of the Closing Date; provided, however, that for purposes of clarity, to the extent such benefit coverage includes eligibility conditions based on periods of employment, Section 7.18(a7.17(a) shall control; and (ii) provide each Continuing Employee and his or her eligible dependents with credit for any co-payments and deductibles paid in the calendar year that, and prior to the date that, such Continuing Employee commences participation in such Parent Benefit Plan in satisfying any applicable co-payment or deductible requirements under such Parent Benefit Plan for the applicable same calendar year, to the extent that such expenses were recognized for such purposes under the comparable Company Employee Plan. (c) The parties acknowledge and agree that all provisions contained in this Section 7.18 7.17 are included for the sole benefit of the respective parties to this Agreement and shall not create any right in any other Person, including any employees, former employees, any participant in any Company Employee Plan or any beneficiary thereof, of any right to continued employment with Parent, Company, the Surviving Corporation or any of their Affiliates. Nothing in this Section 7.18 7.17 shall be deemed to amend any Parent Benefit Plan or to require Parent, the Surviving Corporation or any of their Affiliates to continue or amend any particular benefit plan before or after the consummation of the transactions contemplated in this Agreement, and any such plan may be amended or terminated in accordance with its terms and Applicable Law.

Employee Matters. (a) From During the one (1)-year period commencing at the Effective Time, Parent shall provide or shall cause the Surviving Corporation to provide to Continuing Employees compensation and after benefits that are the Closing Date, with respect to same as similarly situated employees of the Company Parent or its Subsidiaries prior to the Effective Time, but in no event in the aggregate less favorable than the compensation and benefits being provided to Continuing Employees immediately before prior to the Effective Time who continue employment with under the Surviving Corporation or any Subsidiary of Company Plans. During the Surviving Corporation following one (1)-year period commencing at the Effective Time (“Continuing Employees”), Parent shall use reasonable efforts to cause the service of each such Continuing Employee with the Company and its ERISA Affiliates prior to the Closing Date to be recognized for purposes of eligibility to participate, levels of benefits (but not for benefit accruals under any defined benefit or other pension or retirement plan) and vesting under each compensation, vacation, fringe or other welfare benefit plan, program or arrangement of Parent, Ultimate ParentTime, the Surviving Corporation or any shall, and Parent shall cause the Surviving Corporation to, provide to Continuing Employees who experience a termination of their ERISA Affiliates, but not including any sabbatical or equity compensation plans, programs, agreements or arrangements (collectively, employment severance benefits that are no less than the “Parent Benefit Plans”) in which any Continuing Employee is or becomes eligible to participate, but solely to the extent service was credited severance benefits that would have been provided to such employee for such purposes employees under a comparable Company Employee Plan immediately prior as of the Effective Time, and severance benefits to Continuing Employees shall be determined without taking into account any reduction after the Closing Date Effective Time in the compensation paid to Continuing Employees and used to the extent such credit would not result in a duplication of determine severance benefits. (b) From Each Continuing Employee shall be given credit for all service with the Company and after the Closing Date, with respect to each Parent Benefit Plan that is an “its respective predecessors under any employee welfare benefit plan” (as defined in Section 3(1) plan of ERISA) any Affiliate of Purchaser in which any such Continuing Employee is or becomes eligible to participate, Parent including any such plans providing vacation, sick pay, severance and retirement benefits maintained by any Affiliate of Purchaser in which such Continuing Employees participate for purposes of eligibility, vesting and entitlement to benefits, including for severance benefits and vacation entitlement (but not for accrual of pension benefits), to the extent past service was recognized for such Continuing Employees under the comparable Company Plans immediately prior to the Effective Time. Notwithstanding the foregoing, nothing in this Section 6.7(b) shall use reasonable efforts be construed to cause each such Parent Benefit Plan to require crediting of service that would result in (i) waive duplication of benefits, (ii) service credit for benefit accruals under a defined benefit pension plan or (iii) service credit under a newly established plan for which prior service is not taken into account. (c) In the event of any change in the welfare benefits provided to Continuing Employees following the Effective Time, the Surviving Corporation shall cause (i) the waiver of all limitations as to pre-existing conditions, exclusions and waiting periods, required physical examinations and exclusions periods with respect to participation and coverage requirements applicable under such Parent Benefit Plan for such to the Continuing Employees and their eligible dependents under any such welfare benefit plans to the same extent that such pre-existing conditions, exclusions or waiting periods, required physical examinations and exclusions periods would not have applied or would have been waived under apply in the corresponding Company Employee Plan in which absence of such Continuing Employee was a participant immediately prior to such Continuing Employee’s commencement of participation in such Parent Benefit Plan butchange, with respect to long-term disability and life insurance benefits and coverage, solely to the extent permitted under the terms and conditions of Parent’s applicable insurance contracts in effect as of the Closing Date; provided, that for purposes of clarity, to the extent such benefit coverage includes eligibility conditions based on periods of employment, Section 7.18(a) shall control; and (ii) provide for the plan year in which the Effective Time occurs, the crediting of each Continuing Employee and his or her eligible dependents with credit for any co-payments and deductibles paid in the calendar year that, and prior to the date that, any such Continuing Employee commences participation in such Parent Benefit Plan change in satisfying any applicable codeductible or out-payment or deductible of-pocket requirements under after such Parent Benefit Plan for the applicable calendar year, to the extent that such expenses were recognized for such purposes under the comparable Company Employee Planchange. (cd) Notwithstanding anything in this Section 6.7 to the contrary but consistent with this Section 6.7, nothing contained herein, whether express or implied, shall be treated as an amendment or other modification of any employee benefit plan of the Surviving Corporation or any of its Affiliates, or shall limit the right of the Surviving Corporation or any of its Affiliates to amend, terminate or otherwise modify any employee benefit plan of the Surviving Corporation or any of its Affiliates following the Effective Time. Except as otherwise required under applicable Laws, Continuing Employees shall be considered to be employed by the Surviving Corporation or its Affiliates “at will” and nothing shall be construed to limit the ability of the Surviving Corporation or its Affiliates to terminate the employment of any such Continuing Employee at any time. (e) The parties hereto acknowledge and agree that all provisions contained in this Section 7.18 6.7 are included for the sole benefit of the respective parties to hereto, and that nothing in this Agreement and Agreement, whether express or implied, shall not create any right third-party beneficiary or other rights (i) in any other Person, including any employees, employees or former employeesemployees of the Company or any Affiliate of the Company, any participant in any Company Employee Plan Continuing Employee, or any dependent or beneficiary thereof, of any right thereof or (ii) to continued employment with Parent, Company, the Surviving Corporation or any of their its Affiliates. Nothing in this Section 7.18 shall be deemed to amend any Parent Benefit Plan or to require Parent, the Surviving Corporation or any of their Affiliates to continue or amend any particular benefit plan before or after the consummation of the transactions contemplated in this Agreement, and any such plan may be amended or terminated in accordance with its terms and Applicable Law.

Employee Matters. (a) From Each employee of Progressive and its Subsidiaries who remains in the active employment of BFST or its Subsidiaries after the Closing Date (collectively, the “Progressive Employees”) will be entitled to participate as an employee in the employee benefit plans and programs maintained for employees of BFST and b1BANK with credit for prior service with Progressive or any of its Subsidiaries for all purposes under the employee welfare benefit plans and other employee benefit plans and programs (including any severance programs but excluding vesting requirements under any equity or equity-based incentive plans and benefits accrued under any retirement plans) sponsored by BFST or b1BANK in which such Progressive Employee becomes eligible to participate from and after the Closing Date, with respect to employees of the Company or its Subsidiaries immediately before the Effective Time who continue employment with the Surviving Corporation or any Subsidiary of the Surviving Corporation following the Effective Time (“Continuing Employees”), Parent shall use reasonable efforts to cause the service of each such Continuing Employee with the Company and its ERISA Affiliates prior to the Closing Date to be recognized for purposes of eligibility to participate, levels of benefits (but not for benefit accruals under any defined benefit or other pension or retirement plan) and vesting under each compensation, vacation, fringe or other welfare benefit plan, program or arrangement of Parent, Ultimate Parent, the Surviving Corporation or any of their ERISA Affiliates, but not including any sabbatical or equity compensation plans, programs, agreements or arrangements (collectively, the “Parent Benefit Plans”) in which any Continuing Employee is or becomes eligible to participate, but solely to the extent such service was credited to such employee for such purposes under a comparable Company Progressive Employee Plan immediately prior to the Closing Date Closing, to the extent permitted by such BFST plans and applicable law and to the extent that such credit would service crediting will not result in a any duplication of benefits. (b) From benefits for the same period of service. To the extent permitted by such BFST plans and after the Closing Dateapplicable law, any eligibility waiting period and pre-existing condition exclusion applicable to such plans and programs shall be waived with respect to each Parent Benefit Plan that is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) in which any Continuing Progressive Employee is or becomes eligible to participate, Parent shall use reasonable efforts to cause each such Parent Benefit Plan to (i) waive all limitations as to pre-existing conditions, waiting periods, required physical examinations and exclusions with respect to participation and coverage requirements applicable under such Parent Benefit Plan for such Continuing Employees and their eligible dependents to the same extent that such pre-existing conditions, waiting periods, required physical examinations and exclusions would not have applied or would have been waived under the corresponding Company Employee Plan in which such Continuing Employee was a participant immediately prior to such Continuing Employee’s commencement of participation in such Parent Benefit Plan but, with respect to long-term disability and life insurance benefits and coverage, solely to dependents. To the extent permitted under by the terms applicable BFST plans and conditions of Parent’s applicable insurance contracts in effect as of the Closing Date; providedlaw, that for purposes of clarity, BFST further agrees to the extent such benefit coverage includes eligibility conditions based on periods of employment, Section 7.18(a) shall control; and (ii) provide credit each Continuing Progressive Employee and his or her eligible dependents for the year during which coverage under BFST’s group health plan begins, with credit for any deductibles, co-pays or out-of-pocket payments and deductibles paid in already incurred by such Progressive Employee during such year under Progressive’s group health plan. For purposes of determining Progressive Employee’s benefits for the calendar year thatin which the Merger occurs under BFST’s vacation program, and prior to any vacation taken by a Progressive Employee immediately preceding the date that, such Continuing Employee commences participation in such Parent Benefit Plan in satisfying any applicable co-payment or deductible requirements under such Parent Benefit Plan Closing Date for the applicable calendar year in which the Merger occurs shall be deducted from the total BFST vacation benefit available to such Progressive Employee for such calendar year, to the extent that such expenses were recognized for such purposes under the comparable Company Employee Plan. (cb) The parties acknowledge and agree that all provisions contained in of this Section 7.18 6.6 are included for the sole benefit of the respective parties and nothing herein, expressed or implied, is intended or will be construed to this Agreement and shall not create confer upon or give to any right in any other Personperson (including, including any employees, former employeesfor the avoidance of doubt, any participant in any Company Progressive Employee Plan or any beneficiary thereof, other current or former employee of any right to continued employment with Parent, Company, the Surviving Corporation Progressive or any of its Subsidiaries), other than the parties and their Affiliatesrespective permitted successors and assigns, any legal or equitable or other rights or remedies (including with respect to the matters provided for in this Section 6.6) under or by reason of any provision of this Agreement. Nothing in this Section 7.18 shall 6.6 amends, or will be deemed to amend (or prevent the amendment or termination of), any Parent Benefit Progressive Employee Plan or to require Parent, the Surviving Corporation any employee benefit plan of BFST or any of their its Affiliates. (c) BFST’s continued retention of any Progressive Employees after the Effective Time will be subject to and contingent on BFST’s standard employment requirements, practices and procedures and, as such, BFST will not be obligated to continue to retain any Progressive Employees who do not meet BFST’s standard employment requirements, practices and procedures. Furthermore, it is understood and agreed that (i) BFST’s employment subsequent to the Effective Time of a Progressive Employee will not constitute a commitment, contract or understanding (expressed or implied) or any obligation on the part of BFST or its Affiliates to continue an employment relationship of any fixed term or amend duration or upon any particular specific terms or conditions, and (ii) employment is “at-will” and may be terminated by BFST or by the hired employee at any time, for any reason or for no reason whatsoever. Any Progressive Employee who is not a party to an employment, change in control or severance agreement or other separation agreement that provides a benefit plan before on termination of employment, whose employment is terminated involuntarily (other than for cause, death, disability or after normal retirement) by BFST or its Affiliates within twelve (12) months from the consummation Closing will receive, subject to the Progressive Employee’s execution, return, and non-revocation of a release of claims against BFST and its Affiliates in a form reasonably acceptable to BFST, a lump sum severance payment in an amount equal to one (1) weeks’ pay for each year of prior service with Progressive; provided, that the minimum severance payment shall be four (4) weeks’ pay and the maximum severance shall be twenty-six (26) weeks’ pay. For purposes of this Section 6.6, “cause” means any termination of employment due to the occurrence of one of more of the transactions contemplated following events: (i) the employee’s willful refusal to comply in this Agreementany material respect with the lawful employment policies of BFST and its Subsidiaries, provided that the employee was given prior notice of such policies (ii) the employee’s commission of an act of fraud, embezzlement or theft against BFST or any of its Subsidiaries, (iii) the conviction or plea of nolo contendere to any crime involving moral turpitude or a felony, or (iv) the employee’s willful refusal to substantially perform the duties and responsibilities of his or her position with b1BANK; provided that, in the case of (i) and (iv), if curable, the employee must be provided notice of the refusal to comply with policy or perform duties, and any be provided a reasonable opportunity to cure such plan may basis for cause. For the avoidance of doubt, all Progressive Employees then employed by BFST or its Affiliates subsequent to the Effective Time will be amended or terminated in accordance with its terms and Applicable Law“at-will” employees of BFST.

Employee Matters. (a) From Parent agrees that, during the period commencing at the Effective Time and after the Closing Dateending on December 31, with respect to employees 2011, each active employee of the Company or and its Subsidiaries immediately before as of the Effective Time who continue employment with the Surviving Corporation or any Subsidiary remains an active employee of the Surviving Corporation following the Effective Time (“Continuing Employees”), Parent shall use reasonable efforts to cause the service of each such Continuing Employee with the Company and its ERISA Affiliates prior to the Closing Date to be recognized for purposes of eligibility to participate, levels of benefits (but not for benefit accruals under any defined benefit or other pension or retirement plan) and vesting under each compensation, vacation, fringe or other welfare benefit plan, program or arrangement of Parent, Ultimate Parent, the Surviving Corporation or any of their ERISA Affiliates, but not including any sabbatical or equity compensation plans, programs, agreements or arrangements its Subsidiaries following the Effective Time (collectively, the “Parent Benefit PlansCurrent Employees”) will be provided with annual base salary, target annual cash bonus opportunities and employee benefits (excluding equity and equity-based compensation) which are no less favorable in the aggregate than the aggregate base salary, target annual cash bonus opportunities and employee benefits pursuant to an Employee Plan (excluding equity and equity-based compensation) provided by the Company and its Subsidiaries to such employee immediately prior to the Effective Time. With respect to any employee benefit plan in which any Continuing Current Employee is or first becomes eligible to participate, but solely on or after the Effective Time (the “New Company Plans”), Parent shall: (A) to the extent service was credited to such employee for such purposes under a comparable Company Employee Plan immediately prior to the Closing Date and to the extent such credit would not result in a duplication of benefits. (b) From and after the Closing Datepermitted by Applicable Law, with respect to each Parent Benefit Plan that is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) in which any Continuing Employee is or becomes eligible to participate, Parent shall use reasonable efforts to cause each such Parent Benefit Plan to (i) waive all limitations as to pre-existing conditions, exclusions and waiting periods, required physical examinations and exclusions periods with respect to participation and coverage requirements applicable to such Current Employee under any health and welfare New Company Plans in which such Parent Benefit Current Employee may be eligible to participate after the Effective Time and (B) credit, for purposes of eligibility to participate in and vesting (but not for purposes of benefit accrual) under any New Company Plan for in which such Continuing Employees Current Employee may be eligible to participate following the Effective Time, the service of each such Current Employee with the Company and its Subsidiaries and their eligible dependents respective predecessors before the Effective Time, to the same extent that as such pre-existing conditionsCurrent Employee was entitled, waiting periodsbefore the Effective Time, required physical examinations and exclusions would not have applied or would have been waived to credit for such service under the corresponding Company any similar Employee Plan in which such Continuing Current Employee participates or was a participant eligible to participate immediately prior to such Continuing Employee’s commencement of participation the Effective Time; provided, however, that in such Parent Benefit Plan but, with respect to long-term disability and life insurance benefits and coverage, solely no event shall any credit be given to the extent permitted it would result in the duplication of benefits for the same period of service. Notwithstanding anything in this Agreement to the contrary, as of the Effective Time Parent shall have the ability to (i) terminate the practice of granting cash loans to participants under any tax-qualified deferred compensation plan, and (ii) amend the terms and conditions of Parent’s applicable insurance contracts in effect as any Employee Plan to comply with Applicable Law. (b) No later than twenty calendar days following the date of this Agreement, Section 3.16(f) of the Closing DateCompany Disclosure Schedule shall be updated to include any other “disqualified individual” of the Company (as defined in Section 280G(c) of the Code) and the information set forth in Section 3.16(f) for each such disqualified individual; providedprovided that, such updates to Section 3.16(f) of the Company Disclosure Schedule are not required for a “disqualified individual” if the Company reasonably determines in good faith that for purposes of clarity, such “disqualified individual” is not entitled to any payment which would be nondeductible pursuant to the extent terms of Section 280G of the Code and the Company delivers to Parent evidence reasonably supporting such benefit coverage includes eligibility conditions based on periods of employment, determination. The schedules and underlying documentation required by Section 7.18(a3.16(f) and this Section 6.05(b) shall control; be updated and (ii) provide each Continuing Employee and his or her eligible dependents with credit for any co-payments and deductibles paid in the calendar year that, and delivered to Parent not later than twenty Business Days prior to the date that, such Continuing Employee commences participation in such Parent Benefit Plan in satisfying any applicable co-payment or deductible requirements under such Parent Benefit Plan for the applicable calendar year, to the extent that such expenses were recognized for such purposes under the comparable Company Employee Plananticipated Closing Date. (c) Parent agrees to comply, or to cause the Surviving Corporation to comply, with the terms of the Company’s 2009-2011, 2010-2012 and 2011-2013 Corporate Long Term Cash Incentive Plans. (d) The parties hereto acknowledge and agree that all provisions contained in this Section 7.18 6.05 are included for the sole benefit of the respective parties to this Agreement hereto and shall not create any right (i) in any other Person, including without limitation, any employeesemployees (including any Current Employee), former employees, any participant or any beneficiary thereof in any Company Employee Plan or employee benefit plan sponsored or maintained by Parent, or (ii) to continued employment with the Company, any of its Subsidiaries, Parent or the Surviving Corporation. After the Effective Time, nothing contained in this Section 6.05 is intended to be or shall be considered to be an amendment of any plan, program, agreement, arrangement or policy of the Company, any of its Subsidiaries, Parent or the Surviving Corporation, nor shall it interfere with Parent’s, the Surviving Corporation’s or any of its Subsidiaries’ right to amend, modify or terminate any Employee Plan or any beneficiary thereofother plan, program or arrangement or to terminate the employment of any right to continued employment with Parent, Company, the Surviving Corporation or any of their Affiliates. Nothing in this Section 7.18 shall be deemed to amend any Parent Benefit Plan or to require Parent, the Surviving Corporation or any of their Affiliates to continue or amend any particular benefit plan before or after the consummation employee of the transactions contemplated in this Agreement, and Company or its Subsidiaries for any such plan may be amended or terminated in accordance with its terms and Applicable Lawreason.

Employee Matters. (a) From and As soon as administratively practicable after the Closing DateEffective Time (but in no event prior to July 1, with respect to 2006, unless otherwise determined by Parent), employees of the Company and its Subsidiaries shall be entitled to participate in the pension, retirement, severance, benefit, welfare, sick pay, vacation, fringe benefit and similar plans of Parent and its Affiliates on substantially the same terms and conditions applied to similarly situated employees of Parent and its Subsidiaries and until such time the Company Employee Benefit Plans (other than the Company Option Plan, the ESPP and other Plans providing equity or equity-based awards, and the other Company Employee Benefit Plans set forth on Schedule 6.5(a) of the Company Disclosure Schedules) shall remain in effect without any adverse amendment; provided, however, this covenant shall not prohibit changes in benefit plans as may be required by applicable Laws. For purposes of determining eligibility to participate in the pension, retirement, severance, benefit, welfare, sick pay, vacation, fringe benefit and similar plans of Parent and its Affiliates and the vesting (only to the extent that the plans specifically provide under its terms and conditions for the vesting of benefits) of benefits under such plans (but not for the accrual of benefits under defined benefit plans), Parent shall give effect to years of service with the Company or its Subsidiaries Subsidiaries, as the case may be, to the same extent as such employees were entitled immediately before prior to the Effective Time who continue employment to credit for such service, as if such service had been with Parent or its Subsidiaries. No employee of the Surviving Corporation or any Subsidiary of the Surviving Corporation following the Effective Time its Subsidiaries who elects coverage under a Parent medical insurance plan shall be excluded from coverage under such plan (“Continuing Employees”), Parent shall use reasonable efforts to cause the service of each for such Continuing Employee with the Company and its ERISA Affiliates prior to the Closing Date to be recognized for purposes of eligibility to participate, levels of benefits (but not for benefit accruals under any defined benefit or other pension or retirement plan) and vesting under each compensation, vacation, fringe or other welfare benefit plan, program or arrangement of Parent, Ultimate Parent, the Surviving Corporation employee or any other covered Person) on the basis of their ERISA Affiliates, but not including any sabbatical or equity compensation a pre-existing condition that was covered under the Company’s medical insurance plans, programs, agreements or arrangements (collectively, the “Parent Benefit Plans”) in which any Continuing Employee is or becomes eligible to participate, but solely to the extent service was credited to such employee for such purposes under a comparable Company Employee Plan immediately prior to the Closing Date and to the extent such credit would not result in a duplication of benefits. (b) From and after the Closing Date, with respect to each Parent Benefit Plan that is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) in which any Continuing Employee is or becomes eligible to participate, Parent shall use reasonable efforts to cause each such Parent Benefit Plan to (i) waive all limitations as to pre-existing conditions, waiting periods, required physical examinations and exclusions with respect to participation and coverage requirements applicable under such Parent Benefit Plan for such Continuing Employees and their eligible dependents to the same extent that such pre-existing conditions, waiting periods, required physical examinations and exclusions would not have applied or would have been waived under the corresponding Company Employee Plan in which such Continuing Employee was a participant immediately prior to such Continuing Employee’s commencement of participation in such Parent Benefit Plan but, with respect to long-term disability and life insurance benefits and coverage, solely to To the extent permitted under by applicable Law, the terms Company hereby agrees to provide to Parent the federal and conditions of Parent’s applicable insurance contracts in effect as of the Closing Date; provided, that for purposes of clarity, state employment history and data related to the extent Company, as Parent may reasonably request. The Company hereby agrees to complete such benefit coverage includes eligibility conditions based on periods state unemployment documents and provide such data as is necessary to effectuate the transfer of employment, Section 7.18(a) shall control; unemployment history and (ii) provide each Continuing Employee and his or her eligible dependents with credit for any co-payments and deductibles paid unemployment rates in the calendar year thatrespective states, and prior to the date that, such Continuing Employee commences participation in such as Parent Benefit Plan in satisfying any applicable co-payment or deductible requirements under such Parent Benefit Plan for the applicable calendar year, to the extent that such expenses were recognized for such purposes under the comparable Company Employee Planmay reasonably request. (c) The parties acknowledge and agree that all provisions contained Company shall make commercially reasonable efforts to take the actions listed in this Section 7.18 are included for the sole benefit 6.5(c) of the respective parties Company Disclosure Schedule prior to this Agreement and shall not create any right in any other Person, including any employees, former employees, any participant in any Company Employee Plan or any beneficiary thereof, of any right to continued employment with Parent, Company, the Surviving Corporation or any of their Affiliates. Nothing in this Section 7.18 shall be deemed to amend any Parent Benefit Plan or to require Parent, the Surviving Corporation or any of their Affiliates to continue or amend any particular benefit plan before or after the consummation of the transactions contemplated in this Agreement, and any such plan may be amended or terminated in accordance with its terms and Applicable LawEffective Time.

Employee Matters. (a) From and after After the Closing Date, with respect to employees of the Company or its Subsidiaries immediately before the Effective Time who continue employment with the Surviving Corporation or any Subsidiary of the Surviving Corporation following the Effective Time (“Continuing Employees”), Parent shall will use all reasonable efforts to cause give each employee of Parent domiciled in the service of each such Continuing Employee with the Company and its ERISA Affiliates prior to the Closing Date to be recognized for purposes of eligibility to participateUnited States, levels of benefits (but not for benefit accruals under any defined benefit or other pension or retirement plan) and vesting under each compensation, vacation, fringe or other welfare benefit plan, program or arrangement of Parent, Ultimate Parent, the Surviving Corporation or any of their ERISA Affiliates, but not including any sabbatical or equity compensation plans, programs, agreements or arrangements (collectively, the “Parent Benefit Plans”) in which any Continuing Employee is or becomes eligible to participate, but solely to the extent service was credited to such employee for such purposes under a comparable Company Employee Plan who immediately prior to the Closing Date was on the payroll of the Company (each such employee, a "Continuing Employee"), full credit for services performed for the Company prior to the Closing Date, for purposes of eligibility, vesting, benefit accrual and determination of the level of benefits under Parent benefit plans and employee arrangements under which such Continuing Employee is entitled to participate ("Parent Employee Plans") , if and to the extent permitted by such credit would Parent Employee Plans. Pursuant to the terms of Parent's 401(k) plan (the "Parent 401(k) Plan"), any matching contributions made by Parent under the Parent 401(k) Plan for any Continuing Employee shall be calculated based only with respect to such Continuing Employee's contributions to the Parent 401(k) Plan after the Effective Time and not with respect to contributions made by the Continuing Employee to the Company's 401(k) plan prior to the Effective Time. No Continuing Employee or dependent of such Continuing Employee who is covered by the Company's group health plan prior to the Closing Date will experience any gap in medical coverage as a result in a duplication of benefitsthe transaction contemplated by this Agreement, provided such Continuing Employee or dependent of such Continuing Employee complies with all terms and procedures necessary to ensure continued coverage. (b) From and after Parent will use reasonable efforts to the Closing Date, with respect to each extent permitted by any Parent Benefit Plan that is an “employee "welfare benefit plan” " (as defined in Section 3(1) of ERISA) in which any Continuing Employee is or becomes eligible to participate, ("Parent shall use reasonable efforts to cause each such Parent Benefit Plan Welfare Plan") to (i) waive all limitations as to pre-existing conditions, condition exclusions and waiting periods, required physical examinations and exclusions periods with respect to participation and coverage requirements applicable under such Parent Benefit Plan for such to Continuing Employees and their eligible dependents to the same extent that such pre-existing conditions, waiting periods, required physical examinations and exclusions would not have applied or would have been waived under the corresponding Company Employee any Parent Welfare Plan in which such Continuing Employee was a participant immediately prior Employees are eligible to such Continuing Employee’s commencement of participation in such Parent Benefit Plan but, with respect to long-term disability and life insurance benefits and coverage, solely to the extent permitted under the terms and conditions of Parent’s applicable insurance contracts in effect as of participate after the Closing Date; provided, that for purposes of clarity, to the extent such benefit coverage includes eligibility conditions based on periods of employment, Section 7.18(a) shall control; and (ii) provide each Continuing Employee and his or her eligible dependents with credit for the remaining short plan year for any co-payments and deductibles paid in under each comparable welfare benefit plan maintained by the calendar year that, and Company prior to the date that, such Continuing Employee commences participation in such Parent Benefit Plan Closing Date in satisfying any applicable deductible or co-payment or deductible requirements under such any of Parent Benefit Welfare Plan for the applicable calendar year, to the extent that such expenses were recognized for such purposes under the comparable Company Employee Plan. (c) The parties acknowledge and agree that all provisions contained Continuing Employees are eligible to participate in this Section 7.18 are included for the sole benefit of the respective parties to this Agreement and shall not create any right in any other Person, including any employees, former employees, any participant in any Company Employee Plan or any beneficiary thereof, of any right to continued employment with Parent, Company, the Surviving Corporation or any of their Affiliates. Nothing in this Section 7.18 shall be deemed to amend any Parent Benefit Plan or to require Parent, the Surviving Corporation or any of their Affiliates to continue or amend any particular benefit plan before or after the consummation of the transactions contemplated in this Agreement, and any such plan may be amended or terminated in accordance with its terms and Applicable LawClosing Date.

Employee Matters. (a) From and after the Closing Date, with respect to employees Parent agrees that each employee of the Company or its any of the Company Subsidiaries immediately before the Effective Time who continue continues employment with the Surviving Corporation or any Subsidiary of the Surviving Corporation following the Effective Time (“Continuing Employees”), Parent shall use reasonable efforts to cause the service of each such Continuing Employee with the Company and its ERISA Affiliates prior to the Closing Date to be recognized for purposes of eligibility to participate, levels of benefits (but not for benefit accruals under any defined benefit or other pension or retirement plan) and vesting under each compensation, vacation, fringe or other welfare benefit plan, program or arrangement of Parent, Ultimate Parent, the Surviving Corporation or any of their ERISA Affiliatesrespective subsidiaries as of immediately following the Effective Time or who, but not including any sabbatical as of immediately following the Effective Time, is receiving short-term disability or equity compensation plans, programs, agreements or arrangements is on a part-time leave of absence (collectively, the a “Parent Benefit PlansContinuing Employee”) in which any shall be provided, for a period extending until the earlier of the termination of such Continuing Employee is Employee’s employment with such entities or becomes eligible to participate, but solely to the extent service was credited to such employee for such purposes under a comparable Company Employee Plan immediately prior to the Closing Date and to the extent such credit would not result in a duplication first anniversary of benefits. (b) From and after the Closing Date, with respect to each Parent Benefit Plan compensation (excluding bonus opportunity and equity based compensation) and benefits that is an “employee welfare benefit plan” (as defined are substantially comparable, in Section 3(1) of ERISA) in which any Continuing Employee is or becomes eligible to participatethe aggregate, Parent shall use reasonable efforts to cause each such Parent Benefit Plan to (i) waive all limitations as to pre-existing conditions, waiting periods, required physical examinations and exclusions with respect to participation and coverage requirements applicable under such Parent Benefit Plan for such Continuing Employees and their eligible dependents to the same extent that such pre-existing conditions, waiting periods, required physical examinations compensation and exclusions would not have applied benefits provided by the Company or would have been waived under any of the corresponding Company Employee Plan in which Subsidiaries to such Continuing Employee was a participant immediately prior to such Continuing Employee’s commencement of participation in such Parent Benefit Plan but, with respect to long-term disability and life insurance benefits and coverage, solely to the extent permitted under the terms and conditions of Parent’s applicable insurance contracts in effect as of the Closing Date; provided, that for purposes of clarity, to the extent such benefit coverage includes eligibility conditions based on periods of employment, Section 7.18(a) shall control; and (ii) provide each Continuing Employee and his or her eligible dependents with credit for any co-payments and deductibles paid in the calendar year that, and prior to the date that, such Continuing Employee commences participation in such Parent Benefit Plan in satisfying any applicable co-payment or deductible requirements under such Parent Benefit Plan for the applicable calendar year, to the extent that such expenses were recognized for such purposes under the comparable Company Employee Plan. (c) The parties acknowledge and agree that all provisions contained in of this Section 7.18 are included for the sole benefit of the respective parties to this Agreement and shall not create any right in any other Person, including any employees, former employees, any participant in any Company Employee Plan or any beneficiary thereof, of any right to continued employment with Parent, Company, the Surviving Corporation or any of their AffiliatesAgreement. Nothing in this Agreement (including this Section 7.18 6.04) (i) shall be deemed to amend any Parent Benefit Plan or to require Parent, the Surviving Corporation or any of their Affiliates subsidiaries to continue or amend to employ any particular Company Employee following the Closing Date, or (ii) shall be construed to prohibit Parent, the Surviving Corporation or any of their subsidiaries from amending or terminating any Benefit Plan. (b) Parent shall ensure that, as of the Closing Date, each Continuing Employee receives full credit (for all purposes, including eligibility to participate, vesting, vacation entitlement and severance benefits, but excluding benefit accrual under any defined benefit plan) for service with the Company or any of the Company Subsidiaries (or predecessor employers to the extent the Company or any of the Company Subsidiaries provides such past service credit under its employee benefit plans) under each of the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or the relevant subsidiary, as applicable, in which such Continuing Employee becomes or may become a participant; provided, however, that no such service recognition shall result in any duplication of benefits. As of the Closing Date, Parent shall, or shall cause the Surviving Corporation or relevant subsidiary to, credit to Continuing Employees the amount of vacation time that such employees had accrued under any applicable Benefit Plan as of the Closing Date. With respect to each health or welfare benefit plan before maintained by Parent, the Surviving Corporation or after the consummation relevant subsidiary for the benefit of any Continuing Employees, subject only to any required approval of the transactions contemplated applicable insurance provider, if any (which Parent shall use its commercially reasonable efforts to obtain), Parent shall (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under such plan; and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Benefit Plan for the plan year that includes the Closing Date for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the applicable plan maintained by Parent, the Surviving Corporation or the relevant subsidiary, as applicable, for the plan year in which the Closing Date occurs. (c) For the period commencing on the Closing Date and ending on December 31, 2010, Parent shall, or shall cause the Surviving Corporation or relevant subsidiary to, continue, without any material adverse change to the Continuing Employees, the Company’s flexible account spending plan identified on Section 6.04(c) of the Company Disclosure Letter. (d) Nothing contained in this Agreement (including, without limitation, this Section 6.04) shall (i) amend, or be deemed to amend, any Benefit Plan, (ii) provide any Person not a party to this Agreement with any right, benefit or remedy with regard to any Benefit Plan or a right to enforce any provision of this Agreement, and or (iii) limit in any such plan may be amended way the Surviving Corporation’s ability to amend or terminated in accordance with its terms and Applicable Lawterminate any Benefit Plan at any time.

Employee Matters. (a) From and after Parent agrees that immediately following the Closing Date, with respect to non-union employees of the Company or its Subsidiaries immediately before the Effective Time who continue their employment with the Surviving Corporation or any Subsidiary other Affiliate of Parent (the Surviving Corporation following the Effective Time (“Continuing Employees”), Parent shall use reasonable efforts to cause the service of each such Continuing Employee with the Company and its ERISA Affiliates prior to the Closing Date ) will continue to be recognized for purposes of eligibility to participate, levels of benefits (but not for benefit accruals under any defined benefit or other pension or retirement plan) and vesting under each compensation, vacation, fringe or other welfare benefit plan, program or arrangement of Parent, Ultimate Parent, the Surviving Corporation or any of their ERISA Affiliates, but not including any sabbatical or equity compensation plans, programs, agreements or arrangements (collectively, the “Parent covered by Employee Benefit Plans”) Plans in which any Continuing Employee is or becomes eligible to participate, but solely to the extent service was credited to such employee for such purposes under a comparable Company Employee Plan they participated immediately prior to the Closing Date or will be eligible to participate in employee benefit plans sponsored or maintained by Parent or its Affiliates (the “Parent Plans"), as determined by Parent. (b) For purposes of vesting and eligibility but not for purposes of benefit accrual (other than determining the amount of vacation benefits) under each Parent Plan in which Continuing Employees become eligible to participate after the Closing Date, such participating Continuing Employee will be credited with his or her years of service with the Company and its Subsidiaries (and their respective predecessors) to the same extent as such Continuing Employee was entitled, before the Closing Date, to credit for such service under any similar Employee Benefit Plan, except to the extent such credit would not result in a duplication of benefits. benefits or is prohibited under applicable Law. With respect to Parent Plans that are welfare plans (bthe “Parent Welfare Plans”) From and in which Continuing Employees participate after the Closing Date, with respect Parent shall, except to each Parent Benefit Plan that is an “employee welfare benefit plan” the extent prohibited under applicable law, (as defined in Section 3(1) of ERISA) in which any Continuing Employee is or becomes eligible to participate, Parent shall use reasonable efforts to cause each such Parent Benefit Plan to (i1) waive all limitations under such plans as to pre-existing conditions, waiting periods, required physical examinations preexisting conditions and exclusions with respect to participation and coverage requirements applicable under such Parent Benefit Plan for such Continuing Employees and their eligible dependents to the same extent that such pre-existing conditions, waiting periods, required physical examinations and exclusions would not have applied or would have been waived under the corresponding Company Employee Plan in which such Continuing Employee was a participant immediately prior to such Continuing Employee’s commencement of participation in such Parent Benefit Plan but, with respect to long-term disability and life insurance benefits and coverage, solely to the extent permitted under the terms and conditions of Parent’s applicable insurance contracts in effect as of the Closing Date; provided, that for purposes of clarity, employees to the extent such benefit coverage includes eligibility conditions based on periods of employmentand exclusions were satisfied or did not apply to such employees under Employee Benefit Plans prior to the Closing Date, Section 7.18(a) shall control; and (ii2) provide each Continuing Employee and his or her eligible dependents who participates in such Parent Welfare Plans with credit for any co-payments and deductibles paid in the calendar year that, and prior to the date that, such Continuing Employee commences participation Closing Date and during the plan year of the Parent Welfare Plan in such Parent Benefit Plan which the Closing Date occurs in satisfying any applicable coanalogous deductible or out-payment or deductible of-pocket requirements under such Parent Benefit Plan for the applicable calendar year, to the extent that applicable under any such expenses were recognized for such purposes under the comparable Company Employee Planplan. (c) The parties acknowledge and agree that all provisions Nothing contained in this Section 7.18 are included for herein, express or implied: (i) shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement; (ii) shall alter or limit the sole benefit ability of the respective parties to this Agreement and shall not create any right in any other Person, including any employees, former employees, any participant in any Company Employee Plan or any beneficiary thereof, of any right to continued employment with Parent, Company, the Surviving Corporation or any of their Affiliates. Nothing in this Section 7.18 shall be deemed to amend any Parent Benefit Plan or to require its Subsidiaries, Parent, the Surviving Corporation or any of their respective Affiliates to continue amend, modify or amend terminate any particular benefit plan before plan, program, agreement or after the consummation arrangement at any time assumed, established, sponsored or maintained by any of the transactions contemplated in them; (iii) is intended to confer upon any current or former employee any right to employment or continued employment for any period of time by reason of this Agreement, and or any such plan may be amended right to a particular term or terminated in accordance with its terms and Applicable Lawcondition of employment; or (iv) is intended to confer upon any Person (including employees, retirees, or dependents or beneficiaries of employees or retirees) any right as a third-party beneficiary of this Agreement.

Employee Matters. (a) From and after the Closing Date, with With respect to employees any "employee benefit plan," as defined in Section 3(3) of ERISA, maintained by Parent or any of its Subsidiaries, including the Surviving Entity, in which any employee of the Company or any of its Subsidiaries immediately before as of the Effective Time who continue employment with the Surviving Corporation Entity or any Subsidiary of the Surviving Corporation following the Effective Time its Affiliates (“each, a "Continuing Employees”)Employee") becomes a participant, Parent shall use reasonable efforts to cause the service of each such Continuing Employee with the Company and its ERISA Affiliates prior to the Closing Date to be recognized shall receive full credit (for purposes of eligibility to participate, levels of vesting, and benefit level with respect to vacation entitlement, severance benefits (but not and other paid time off) for benefit accruals under any defined benefit or other pension or retirement plan) and vesting under each compensation, vacation, fringe or other welfare benefit plan, program or arrangement of Parent, Ultimate Parent, service with the Surviving Corporation Company or any of their ERISA Affiliates, but not including any sabbatical its Subsidiaries (or equity compensation plans, programs, agreements or arrangements (collectively, the “Parent Benefit Plans”) in which any Continuing Employee is or becomes eligible to participate, but solely predecessor employers to the extent the Company provides such past service was credited to such employee for such purposes under a comparable Company Employee Plan immediately prior to the Closing Date and to the extent such credit would not result in a duplication of benefits. (bcredit) From and after the Closing Date, with respect to each Parent Benefit Plan that is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) in which any Continuing Employee is or becomes eligible to participate, Parent shall use reasonable efforts to cause each such Parent Benefit Plan to (i) waive all limitations as to pre-existing conditions, waiting periods, required physical examinations and exclusions with respect to participation and coverage requirements applicable under such Parent Benefit Plan for such Continuing Employees and their eligible dependents to the same extent that such service was recognized as of the Effective Date under a comparable plan of the Company and its Subsidiaries in which the Continuing Employee participated. (b) Parent shall waive, or cause to be waived, any pre-existing conditionscondition limitations, exclusions, actively-at-work requirements and waiting periodsperiods under any welfare benefit plan maintained by Parent or any of its Subsidiaries in which the Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Effective Time, required physical examinations except to the extent that such pre-existing condition limitations, exclusions, actively-at-work requirements and exclusions waiting periods would not have applied been satisfied or would have been waived under the corresponding comparable plan of the Company Employee Plan and its Subsidiaries in which such the Continuing Employee was participated. If a participant immediately prior to such Continuing Employee’s commencement of participation in such Parent Benefit Plan but, with respect to long-term disability and life insurance benefits and coverage, solely to the extent permitted under the terms and conditions of Parent’s applicable insurance contracts in effect as of the Closing Date; provided, that for purposes of clarity, to the extent such benefit coverage includes eligibility conditions based on periods of employment, Section 7.18(a) shall control; and (ii) provide each Continuing Employee and his or her eligible dependents with credit for any co-payments and deductibles paid in the calendar year that, and prior to the date that, such Continuing Employee commences participation in such any health benefit plan of Parent Benefit Plan in satisfying or any applicable co-payment or deductible requirements under such Parent Benefit Plan for of its Subsidiaries after the applicable commencement of a calendar year, to the extent that commercially practicable, Parent shall cause such plan to recognize the dollar amount of all co-payments, deductibles and similar expenses were recognized incurred by such Continuing Employee (and his or her eligible dependents) during such calendar year for purposes of satisfying such purposes calendar year's deductible and co-payment limitations under the comparable Company relevant welfare benefit plans in which such Continuing Employee Plan(and dependents) commences participation. (c) The parties acknowledge and agree that all provisions contained in this Section 7.18 are included for the sole benefit of the respective parties to this Agreement and shall not create any right in any other Person, including any employees, former employees, any participant in any Company Employee Plan or any beneficiary thereof, of any right to continued employment with Parent, Company, the Surviving Corporation or any of their Affiliates. Nothing in this Section 7.18 7.4 shall (i) be deemed treated as an amendment of, or undertaking to amend amend, any benefit plan, (ii) prohibit Parent Benefit Plan or to require Parent, the Surviving Corporation or any of their Affiliates to continue or amend its Subsidiaries, including the Surviving Entity, from amending any particular employee benefit plan before or after (iii) confer any rights or benefits on any person other than the consummation of the transactions contemplated in parties to this Agreement, and any such plan may be amended or terminated in accordance with its terms and Applicable Law.. Article 8

Employee Matters. (a) During the 18 months after the Effective Time (such date being referred to herein as the “Benefits Transition Date”), Zions shall provide the employees of Amegy and its Subsidiaries as of the Effective Time (the “Covered Employees”) and whose employment continues during such period with employee benefits and compensation plans, programs and arrangements (including base salary, annual bonus opportunities and annual equity grants) no less favorable, in the aggregate, than those provided by Amegy or its Subsidiaries, as the case may be, to such employees immediately prior to the Effective Time. From and after the Closing Benefits Transition Date, Zions shall provide the Covered Employees with respect to employees of the Company or its Subsidiaries immediately before the Effective Time who continue employment with the Surviving Corporation or any Subsidiary of the Surviving Corporation following the Effective Time (“Continuing Employees”), Parent shall use reasonable efforts to cause the service of each such Continuing Employee with the Company employee benefits and its ERISA Affiliates prior to the Closing Date to be recognized for purposes of eligibility to participate, levels of benefits (but not for benefit accruals under any defined benefit or other pension or retirement plan) and vesting under each compensation, vacation, fringe or other welfare benefit plan, program or arrangement of Parent, Ultimate Parent, the Surviving Corporation or any of their ERISA Affiliates, but not including any sabbatical or equity compensation plans, programsprograms and arrangements and severance benefits that are substantially identical to those provided to similarly situated employees of Zions and its Subsidiaries. In addition, agreements or arrangements (collectivelyduring the 24 months after the Effective Date, a Covered Employee whose employment is terminated shall be entitled to receive severance payments and benefits under the “Parent Benefit Plans”) Amegy severance policy described in which any Continuing Employee is or becomes eligible to participate, but solely to the extent service was credited to such employee for such purposes under a comparable Company Employee Plan immediately prior to the Closing Date and to the extent such credit would not result in a duplication of benefitsSchedule 6.12(a). (b) From and after the Closing Benefits Transition Date, Zions shall (1) provide all Covered Employees with respect service credit for purposes of eligibility (including eligibility for retirement), participation, vesting, levels of benefits and benefit accruals, under any employee benefit or compensation plan, program or arrangement adopted, maintained or contributed to each Parent Benefit Plan that is an “employee welfare benefit plan” (as defined in Section 3(1) by Zions or any of ERISA) its Subsidiaries in which any Continuing Employee is or becomes Covered Employees are eligible to participate, Parent shall use reasonable efforts for all periods of employment with Amegy or any of its Subsidiaries (or their predecessor entities) prior to the Effective Time to the extent credited by Amegy for purposes of a comparable plan (provided that there will be no duplication of benefits) and (2) cause each such Parent Benefit Plan to (i) waive all limitations as to any pre-existing conditions, limitations, eligibility waiting periods, periods or required physical examinations and exclusions under any welfare benefit plans of Zions or any of its Subsidiaries to be waived with respect to participation and coverage requirements applicable under such Parent Benefit Plan for such Continuing the Covered Employees and their eligible dependents dependents, to the same extent that such pre-existing conditions, waiting periods, required physical examinations and exclusions would not have applied or would have been waived under the corresponding Company Employee Plan plan (for a comparable level of coverage) in which such Continuing the applicable Covered Employee was a participant participated immediately prior to such Continuing Employeethe Effective Time. If Amegy’s commencement medical and/or dental benefit plans for Covered Employees are terminated in the middle of participation a plan year, Covered Employees and their dependents who are then participating in such Parent Benefit Plan but, with respect to longa deductible-term disability based medical and/or dental plan sponsored by Amegy will be given credit for deductibles and life insurance benefits eligible out-of-pocket expenses incurred towards deductibles and coverage, solely to out-of-pocket maximums during the extent permitted under the terms and conditions of Parent’s applicable insurance contracts in effect as portion of the Closing Date; provided, that for purposes plan year preceding the termination date in a comparable deductible-based medical and/or dental plan of clarity, to the extent such benefit coverage includes eligibility conditions based on periods Zions or any of employment, Section 7.18(a) shall control; and (ii) provide each Continuing Employee and his or her eligible dependents with credit for any co-payments and deductibles paid in the calendar year that, and prior to the date that, such Continuing Employee commences participation in such Parent Benefit Plan in satisfying any applicable co-payment or deductible requirements under such Parent Benefit Plan its Subsidiaries for the applicable calendar year, to Zions benefit plan year that begins with or includes the extent that such expenses were recognized for such purposes under the comparable Company Employee PlanBenefits Transition Date. (c) The parties acknowledge Zions and agree that Amegy shall honor, or cause to be honored, in accordance with their terms, all provisions contained in this Section 7.18 are included for the sole vested or accrued benefit obligations to, and contractual rights of, employees of the respective parties to this Agreement Amegy and shall not create any right in any other Personits Subsidiaries, including any employeesbenefits or rights arising as a result of the Merger (either alone or in combination with any other event), former employeeswhich obligations, any participant rights and benefits have been Previously Disclosed. (d) Zions agrees to expressly assume the agreements and plans set forth in any Company Employee Plan or any beneficiary thereofSchedule 6.12(d), of any right except those agreements with individuals who are party to continued employment with Parent, Company, the Surviving Corporation or any of their AffiliatesEmployment Agreements. Nothing in this Section 7.18 shall be deemed to amend any Parent Benefit Plan or to require Parent, the Surviving Corporation or any of their Affiliates to continue or amend any particular benefit plan before or after Zions and Amegy hereby agree that the consummation of the transactions contemplated by this Agreement shall constitute a “change in control” for purposes of any Benefit Arrangement for Amegy. (e) If the Effective Time occurs in 2005, Zions will (A) maintain a bonus plan for the Covered Employees for the remainder of 2005 on the same terms and conditions and pursuant to the same targets and performance measures as were in effect under the Amegy bonus plan for the 2005 calendar year and (B) pay bonuses to the Covered Employees within two and a half months following the end of the 2005 calendar year in an amount equal to the annual bonus earned by the participants for the 2005 calendar year under the bonus plan described in clause (A) above (provided that if the Effective Time occurs after November 1, 2005 but prior to 2006, then the Amegy Compensation Committee may determine the 2005 annual bonus for the Covered Employees in the ordinary course of business consistent with past practice and such bonus amounts will be paid by Zions within two and a half months following the end of 2005; provided further, that such bonuses shall not exceed, in the aggregate, 2.1 times the amount accrued with respect to such bonuses through June 30, 2005 on Amegy’s financial statements, which accrued amount shall not exceed $3.7 million). If the Effective Time occurs in 2006, Amegy shall be permitted prior to the Effective Time to pay 2005 annual bonuses based upon 2005 performance in the ordinary course of business consistent with past practice and to establish a bonus plan for 2006, based upon targets and goals substantially similar to those established for 2005. In addition, in the event the Effective Time occurs in 2006, the Covered Employees will be paid bonus for 2006 in the same manner as bonuses for 2005 would have been calculated as described above had the Effective Time occurred in 2005. Amegy’s performance in respect of calculations made under the bonus plans for the calendar years 2005 and 2006 shall be calculated without taking into account any expenses or costs associated with or arising as a result of transactions contemplated by this Agreement or any nonrecurring charges that would not reasonably expected to have been incurred had the transactions contemplated by this Agreement not occurred, and shall not be subject to reduction or negative discretion by the administrator of the bonus plan. (f) Notwithstanding anything to the contrary contained in this AgreementSection 6.12, Zions shall have no obligations to provide Covered Employees with benefits under or similar to the value sharing plans of Zions and any such plan may be amended or terminated in accordance with certain of its terms Subsidiaries. Zions and Applicable LawAmegy agree that the benefits provided under the Employment Agreements satisfy the requirements of paragraphs (a) and (e) of this Section 6.12.

Employee Matters. Newco shall maintain without substantive modification for a period of one year following the Effective Time those Enron Benefit Plans that are tax qualified (a"tax qualified plans") under Sections 401(a) and 501(a) of the Code. The active or former employees of Enron who after the Effective Time participate in a tax qualified plan sponsored or maintained by Newco or its U.S. federal income tax consolidated Subsidiaries (collectively, "Newco Group") will receive credit for service under such plan, but only for purposes of eligibility and vesting, as if service with Enron prior to the Effective Time had been service with Dynegy. From and after the Closing DateEffective Time, with respect Enron employees, excluding those covered by collective bargaining agreements, will be provided severance benefits that are at least comparable in all respects to employees the severance benefits provided by Dynegy under its severance benefit plans and arrangements for similarly situated employees. For purposes of the Company or its Subsidiaries immediately before foregoing obligation regarding severance, the Effective Time who continue employment 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 the Surviving Corporation or any Subsidiary a third-party purchaser of the Surviving Corporation following business operation in which the Effective Time (“Continuing Employees”), Parent shall use reasonable efforts to cause the service of each such Continuing Employee with the Company and its ERISA Affiliates prior employee works without regard to the Closing Date to be recognized for purposes form of eligibility to participate, levels of benefits (but not for benefit accruals under any defined benefit or other pension or retirement plan) and vesting under each compensation, vacation, fringe or other welfare benefit plan, program or arrangement of Parent, Ultimate Parent, the Surviving Corporation or any of their ERISA Affiliates, but not including any sabbatical or equity compensation plans, programs, agreements or arrangements (collectively, the “Parent third-party purchase transaction. Enron Benefit Plans”) in which any Continuing Employee is or becomes eligible to participate, but solely to the extent service was credited to such employee for such purposes under a comparable Company Employee Plan immediately prior to the Closing Date and to the extent such credit would not result in a duplication of benefits. (b) From and after the Closing Date, with respect to each Parent Benefit Plan Plans that is an “are employee welfare benefit plan” (as defined in Section 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 which any Continuing Employee is either benefits provided or becomes 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 to participatefor health care benefits under plans other than Enron Benefit Plans, Parent shall use reasonable efforts to cause each such Parent 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, (i) waive all limitations as to pre-existing conditions, waiting periods, required physical examinations and exclusions with respect to participation and coverage requirements applicable under such Parent Benefit Plan for such Continuing Employees and their eligible dependents to the same extent that such pre-existing conditions, waiting periods, required physical examinations and exclusions would not have applied or would have been waived under the corresponding Company Employee Plan in which such Continuing Employee was a participant immediately prior to such Continuing Employee’s commencement of participation in such Parent Benefit Plan but, with respect to long-term disability and life insurance benefits and coverage, solely to the extent permitted under the terms benefits are dependent upon years of service and/or compensation criteria, service with and conditions of Parent’s applicable insurance contracts in effect as of the Closing Date; provided, that for purposes of clarity, compensation received from Enron prior to the extent such benefit coverage includes eligibility conditions based on periods of employment, Section 7.18(a) Effective Time shall control; be credited as if it had been service with Dynegy and (ii) provide each Continuing Employee no Enron employee who was active at the Effective Time shall have his annual vacation entitlement reduced for a one-year period following the Effective Time. Enron may in its discretion continue its present retiree medical program and his or her eligible dependents with credit for any co-payments and deductibles paid in its existing portable medical program until the calendar year thatEffective Time, and prior to the date that, such Continuing Employee commences participation in such Parent Benefit Plan in satisfying any applicable co-payment or deductible requirements under such Parent Benefit Plan for the applicable calendar year, to the extent that such expenses were recognized for such purposes under the comparable Company Employee Planprovided there is no substantive change. (c) The parties acknowledge and agree that all provisions contained in this Section 7.18 are included for the sole benefit of the respective parties to this Agreement and shall not create any right in any other Person, including any employees, former employees, any participant in any Company Employee Plan or any beneficiary thereof, of any right to continued employment with Parent, Company, the Surviving Corporation or any of their Affiliates. Nothing in this Section 7.18 shall be deemed to amend any Parent Benefit Plan or to require Parent, the Surviving Corporation or any of their Affiliates to continue or amend any particular benefit plan before or after the consummation of the transactions contemplated in this Agreement, and any such plan may be amended or terminated in accordance with its terms and Applicable Law.

Employee Matters. (a) From Prior to the Effective Time, except as set forth below or as mutually agreed by the parties to the relevant agreement, the Company will, and will cause its Subsidiaries to, and from and after the Closing DateEffective Time, Parent will, and will cause the Surviving Corporation to, honor, in accordance with respect their terms, all existing employment and severance agreements between the Company or any of its Subsidiaries and any officer, director or employee of the Company or any of its Subsidiaries specified in Section 3.09(a) of the Disclosure Letter. (b) For a period of not less than one year following the Effective Time, Parent shall provide, or shall cause to be provided, to the current employees of the Company and its Subsidiaries treated as a group (other than Company Employees subject to a collective bargaining agreement) (the “Company Employees”) compensation and employee benefits that are substantially equivalent in the aggregate to those provided to the Company Employees in the aggregate immediately before the Effective Time. (c) To the extent Parent determines to make Company Employees eligible to participate in particular compensation and benefit plans of Parent, the Surviving Corporation or its Subsidiaries, Parent will, and will cause the Surviving Corporation to, cause service rendered by Company Employees prior to the Effective Time to be credited for all purposes under compensation and employee benefit plans of Parent, the Surviving Corporation and its Subsidiaries (other than for purposes of benefit accrual under any defined benefit pension plans or retiree welfare benefits, including retiree medical benefit plans, or as would result in a duplication of benefits; provided, however, that in the event any Company Employee participates in any defined benefit plans of Parent, the Surviving Corporation or its Subsidiaries such employee will accrue additional benefits for each year of participation in any such defined benefits plan so long as other similarly situated employees of Parent, the Surviving Corporation or its Subsidiaries are accruing benefits under such plan), to the same extent as such service was taken into account under the corresponding plans of the Company and its Subsidiaries (and their respective predecessors) for those purposes. Company Employees and their dependents will be immediately eligible to participate, without waiting time, in any employee benefit plans of Parent and its Subsidiaries providing benefits to such Employees to the extent such employee benefit plans replace comparable Plans in which such individuals participated immediately before the Effective Time, and will not be subject to any pre-existing condition limitation or actively at work requirements under any health plan of Parent, the Surviving Corporation or its Subsidiaries for any condition for which they would have been entitled to coverage under the corresponding plan of the Company or its Subsidiaries immediately before in which they participated prior to the Effective Time. Parent will, and will cause the Surviving Corporation and its Subsidiaries, to give such Company Employees credit under such plans for the year in which the Effective Date occurs for co-payments made and deductibles satisfied prior to the Effective Time. (d) For so long after the Effective Time as the Company or any of its Subsidiaries maintains a 401(k) plan (all such plans, the “Company 401(k) Plan”), and Parent maintains a 401(k) plan with a loan feature for similarly situated employees, Parent shall cause the Company 401(k) Plan to retain the loan feature of such plan. (e) Section 5.07(e) of the Company Disclosure Letter sets forth the aggregate target bonus opportunity of all Company Employees under the Bonus Plans (as defined below) for the 2005 fiscal year. Parent shall cause the Company to continue to maintain the Company’s 2005 annual bonus plan(s) set forth in Section 3.09(a) of the Company Disclosure Letter (the “Bonus Plans”) for the 2005 fiscal year and shall pay Company Employees all bonus amounts due under such Bonus Plans pursuant to the terms of the Bonus Plans. Company performance in respect of calculations made under the Bonus Plans, to the extent applicable for fiscal year 2005 shall be calculated without use of any negative discretion and without taking into account any expenses or costs associated with or arising as a result of 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. Participants who continue employment with are terminated by the Surviving Corporation or any Subsidiary of the Surviving Corporation its Subsidiaries without cause following the Effective Time (“Continuing Employees”), Parent shall use reasonable efforts but prior to cause payment of bonuses for fiscal year 2005 will be paid a pro rata bonus when bonuses are paid for the service fiscal year based on the number of each days such Continuing Employee with the Company and its ERISA Affiliates participant was employed prior to the Closing Date to be recognized for purposes of eligibility to participate, levels of benefits (but not for benefit accruals under any defined benefit or other pension or retirement plan) and vesting under each compensation, vacation, fringe or other welfare benefit plan, program or arrangement of Parent, Ultimate Parent, the Surviving Corporation or any of their ERISA Affiliates, but not including any sabbatical or equity compensation plans, programs, agreements or arrangements (collectively, the “Parent Benefit Plans”) in which any Continuing Employee is or becomes eligible to participate, but solely to the extent service was credited to such employee for such purposes under a comparable Company Employee Plan immediately prior to the Closing Date and to the extent such credit would not result in a duplication of benefits. (b) From and after the Closing Date, with respect to each Parent Benefit Plan that is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) in which any Continuing Employee is or becomes eligible to participate, Parent shall use reasonable efforts to cause each such Parent Benefit Plan to (i) waive all limitations as to pre-existing conditions, waiting periods, required physical examinations and exclusions with respect to participation and coverage requirements applicable under such Parent Benefit Plan for such Continuing Employees and their eligible dependents to the same extent that such pre-existing conditions, waiting periods, required physical examinations and exclusions would not have applied or would have been waived under the corresponding Company Employee Plan in which such Continuing Employee was a participant immediately prior to such Continuing Employee’s commencement of participation in such Parent Benefit Plan but, with respect to long-term disability and life insurance benefits and coverage, solely to the extent permitted under the terms and conditions of Parent’s applicable insurance contracts in effect as end of the Closing Date; provided2005 fiscal year, that for purposes of clarity, to the extent such benefit coverage includes eligibility conditions based on periods of employment, Section 7.18(a) shall control; and (ii) provide each Continuing Employee and his or her eligible dependents with credit for any co-payments and deductibles paid in the calendar year that, and prior to the date that, such Continuing Employee commences participation in such Parent Benefit Plan in satisfying any applicable co-payment or deductible requirements under such Parent Benefit Plan divided by 365. Bonuses for the applicable calendar year, to 2005 fiscal year will be paid no later than 2 1/2 months following the extent that such expenses were recognized for such purposes under the comparable Company Employee Plan. (c) The parties acknowledge and agree that all provisions contained in this Section 7.18 are included for the sole benefit end of the respective parties to this Agreement and shall not create any right in any other Person, including any employees, former employees, any participant in any Company Employee Plan or any beneficiary thereof, of any right to continued employment with Parent, Company, the Surviving Corporation or any of their Affiliates. Nothing in this Section 7.18 shall be deemed to amend any Parent Benefit Plan or to require Parent, the Surviving Corporation or any of their Affiliates to continue or amend any particular benefit plan before or after the consummation of the transactions contemplated in this Agreement, and any such plan may be amended or terminated in accordance with its terms and Applicable Lawfiscal year.

Employee Matters. (a) From Parent will honor and after will cause the Closing DateSurviving Corporation to honor, in accordance with respect their respective terms the Company Compensation and Benefit Plans and all of the Company's other employee benefit, compensation, employment, severance and termination plans, programs, policies, and arrangements, including any rights or benefits arising as a result of the transactions contemplated by this Agreement (either alone or in combination with any other event). (b) Parent agrees that during the period commencing at the Effective Time and ending on the later of December 31, 2001 and the first anniversary of the Effective Time, the Employees will continue to employees be provided with benefits under employee benefit plans, programs, policies or arrangements (other than stock options or other plans involving the issuance of securities of the Company or Parent) which in the aggregate are no less favorable than those provided by the Company to such Employees immediately prior to the Effective Time. (c) For all purposes (including, without limitation, eligibility, vesting, and benefit accrual) under the employee benefit plans of Parent and its Subsidiaries immediately before (including the Surviving Corporation) providing benefits to any Employees after the Effective Time who continue employment Time, each Employee shall be credited with the Surviving Corporation his or any Subsidiary her years of the Surviving Corporation following the Effective Time (“Continuing Employees”), Parent shall use reasonable efforts to cause the service of each such Continuing Employee with the Company and its ERISA Affiliates prior Subsidiaries (and any predecessor entities thereof) before the Effective Time, to the Closing Date same extent as such Employee was entitled, before the Effective Time, to be recognized credit for such service under any similar Company Compensation and Benefit Plan, except for purposes of eligibility to participate, levels of benefits (but not for benefit accruals accrual under any defined benefit or other pension or retirement plan) and vesting under each compensation, vacation, fringe or other welfare benefit plan, program or arrangement of Parent, Ultimate Parent, plans. Following the Surviving Corporation or any of their ERISA Affiliates, but not including any sabbatical or equity compensation plans, programs, agreements or arrangements (collectively, the “Parent Benefit Plans”) in which any Continuing Employee is or becomes eligible to participate, but solely to the extent service was credited to such employee for such purposes under a comparable Company Employee Plan immediately prior to the Closing Date and to the extent such credit would not result in a duplication of benefits. (b) From and after the Closing Date, with respect to each Parent Benefit Plan that is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) in which any Continuing Employee is or becomes eligible to participateEffective Time, Parent shall, or shall use reasonable efforts to cause each such Parent Benefit Plan to its Subsidiaries to, (i) waive all limitations as to any pre-existing conditions, waiting periods, required physical examinations and exclusions with respect to participation and coverage requirements applicable condition limitation under such any welfare benefit plan maintained by Parent Benefit Plan for such Continuing or any of its Subsidiaries in which Employees and their eligible dependents participate (except to the same extent that such pre-existing conditions, waiting periods, required physical examinations and exclusions would not have applied or condition limitation would have been waived applicable under the corresponding comparable Company Employee Plan in which such Continuing Employee was a participant welfare benefit plans immediately prior to such Continuing Employee’s commencement of participation in such Parent Benefit Plan butthe Effective Time), with respect to long-term disability and life insurance benefits and coverage, solely to the extent permitted under the terms and conditions of Parent’s applicable insurance contracts in effect as of the Closing Date; provided, that for purposes of clarity, to the extent such benefit coverage includes eligibility conditions based on periods of employment, Section 7.18(a) shall control; and (ii) provide each Continuing Employee and his or her eligible dependents with credit for any co-payments and deductibles incurred prior to the Effective Time (or such earlier or later transition date to new welfare benefits plans) for the calendar year in which the Effective Time (or such earlier or later transition date) occurs, in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that the Employees participate in after the Effective Time. (d) Notwithstanding anything to the contrary contained herein, Parent and its Subsidiaries (including the Surviving Corporation) shall provide severance compensation benefits to Employees who are Involuntarily Terminated during the six-month period following the Effective Time in amounts determined in accordance with the terms set forth on Section 6.09(d) of the Company"s Disclosure Schedule, and otherwise payable in accordance with Parent's severance plan as in effect as of the date of this Agreement as Previously Disclosed to the Company (the "Parent Severance Plan"). For the avoidance of doubt, Employees who are Involuntarily Terminated during the six-month period following the Effective Time shall be deemed to meet all eligibility requirements to receive severance benefits pursuant to the Parent Severance Plan. (e) As soon as practicable following the date of this Agreement, the Company shall offer to enter into retention bonus and pay guarantee agreements with key employees of the Company, as determined and approved by Parent in consultation with the Company. In no event shall any amount be payable under any such agreement prior to the Effective Time. Parent hereby agrees that the aggregate amount of retention bonuses subject to such agreements (including retention award payments paid consistent with the terms of the employment agreements to be entered into promptly following the date of this Agreement as contemplated by Section 6.09(g)) will be $875 million. (f) Notwithstanding anything in this Agreement to the contrary, until the Effective Time, the Company shall be permitted to continue to accrue its annual bonuses for Employees in respect of the portion of the Company's 2000 fiscal year elapsed through the Effective Time (the "Year 2000 Bonuses") in accordance with past practice, and shall be permitted to allocate such Year 2000 Bonuses to Employees consistent with past practice. All determinations and allocations in respect of the Year 2000 Bonuses shall be made in accordance with the foregoing by Company management as constituted prior to the Effective Time. The Company may make such determinations at an earlier time in the calendar year that(after the date of this Agreement) than is the usual practice of the Company, and may communicate information in respect of the Year 2000 Bonuses to Employees at any time through the Effective Time as it may determine advisable or appropriate in its sole discretion after consultation with Parent. The Year 2000 Bonuses as determined in accordance with the foregoing shall be paid in cash to Employees no later than February 9, 2001. An Employee must be employed with the Company and its Subsidiaries on the payment date to be eligible to receive his or her Year 2000 Bonus; provided, that any Employee who is Involuntarily Terminated prior to the date thaton which he or she would have received the Year 2000 Bonus shall receive his or her Year 2000 Bonus on the date that the Year 2000 Bonuses are paid generally by the Company and its Subsidiaries to Employees. Parent shall cause the Year 2000 Bonuses to be paid in accordance with the foregoing. In addition, during the period from the Effective Time through December 31, 2000 (the "Stub Period"), Parent shall cause the Surviving Corporation to accrue bonuses for Employees in respect of the Stub Period (the "Stub Period Bonuses") consistent with the Company's past practice and allocate and communicate such Continuing Employee commences participation Stub Period Bonuses to Employees consistent with the Company's past practice. Parent shall cause the Stub Period Bonuses to be paid in such Parent Benefit Plan in satisfying any applicable co-payment or deductible requirements under such Parent Benefit Plan for accordance with the applicable calendar yearforegoing no later than February 9, to the extent that such expenses were recognized for such purposes under the comparable Company Employee Plan2001. (cg) Promptly following the date of this Agreement, Parent and the Company shall prepare and enter into employment agreements with certain key executives of the Company consistent with the term sheets attached as Section 6.09(g) of the Company's Disclosure Schedule. (h) The parties acknowledge and agree that all provisions contained Company shall be permitted to establish a leveraged employee partnership in this Section 7.18 are included for respect of calendar year 2000 in addition to any such partnership established on or prior to the sole benefit date of the respective parties to this Agreement consistent with past employee partnership investment opportunities made available by the Company to key employees. (i) Prior to the Effective Time, Parent and the Company shall not create take all such reasonable steps as may be required to cause any right in any other Person, dispositions of Company Common Stock (including any employees, former employees, any participant in any derivative securities with respect to Company Employee Plan Common Stock) or any beneficiary thereof, acquisitions of any right Parent Shares (including derivative securities with respect to continued employment with Parent, Company, the Surviving Corporation or any of their Affiliates. Nothing in this Section 7.18 shall be deemed to amend any Parent Benefit Plan or to require Parent, the Surviving Corporation or any of their Affiliates to continue or amend any particular benefit plan before or after the consummation of Shares) resulting from the transactions contemplated in by this Agreement, and any such plan may Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act to be amended or terminated in accordance with its terms and Applicable Lawexempt under Rule 16b-3 promulgated under the Exchange Act.

Employee Matters. (a) From and Parent acknowledges that after the Closing DateEffective Time, Parent and its applicable Subsidiaries, including the Surviving Entity, shall, by operation of Law in connection with respect the consummation of the transactions contemplated hereby, assume the Employee Benefit Plans and the liabilities thereunder in accordance with their terms, subject to employees any termination, amendment or alteration that may be permitted by such terms or as permitted herein. (b) For purposes of vesting, eligibility to participate and calculation of vacation and sick leave under the employee benefits plans of Parent and its Subsidiaries covering a current employee of the Company that continues to be employed by Parent or any of its Subsidiaries immediately before the Effective Time who continue employment with following Closing, including the Surviving Corporation or any Subsidiary of the Surviving Corporation following the Effective Time Entity (“Continuing EmployeesEmployee”), Parent shall use reasonable efforts to cause after the service of Effective Time, each such Continuing Employee shall be credited with his or her years of service with the Company and its ERISA Affiliates prior to the Closing Date to be recognized for purposes of eligibility to participate, levels of benefits (but not for benefit accruals under any defined benefit or other pension or retirement plan) and vesting under each compensation, vacation, fringe or other welfare benefit plan, program or arrangement of Parent, Ultimate Parent, the Surviving Corporation or any of their ERISA Affiliates, but not including any sabbatical or equity compensation plans, programs, agreements or arrangements (collectively, the “Parent Benefit Plans”) in which any Continuing Employee is or becomes eligible to participate, but solely to the extent service was credited to such employee for such purposes under a comparable Company Employee Plan immediately prior to the Closing Date and to the extent such credit would not result in a duplication of benefits. (b) From and after the Closing Date, with respect to each Parent Benefit Plan that is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) in which any Continuing Employee is or becomes eligible to participate, Parent shall use reasonable efforts to cause each such Parent Benefit Plan to (i) waive all limitations as to pre-existing conditions, waiting periods, required physical examinations and exclusions with respect to participation and coverage requirements applicable under such Parent Benefit Plan for such Continuing Employees Subsidiaries and their eligible dependents respective predecessors before the Effective Time, to the same extent that as such pre-existing conditionsContinuing Employee was entitled, waiting periodsbefore the Effective Time, required physical examinations and exclusions would not have applied or would have been waived to credit for such service under the corresponding Company any similar Employee Benefit Plan in which such Continuing Employee participated or was a participant eligible to participate immediately prior to such the Effective Time. For the calendar year in which the Effective Time occurs, Parent and its Subsidiaries shall allow each Continuing Employee’s commencement of participation in such Parent Benefit Plan but, with respect Employee to long-term disability utilize his or her earned and life insurance benefits and coverage, solely to the extent permitted under the terms and conditions of Parent’s applicable insurance contracts in effect unused vacation as of the Closing Date; provided, that for purposes Effective Time during the remainder of clarity, to the extent such benefit coverage includes eligibility conditions based on periods of employment, Section 7.18(a) shall control; and (ii) provide each Continuing Employee and his or her eligible dependents with credit for any co-payments and deductibles paid in the calendar year that, subject to scheduling and prior subject to the date that, such Continuing Employee commences participation in such Parent Benefit Plan in satisfying any requirements of applicable co-payment or deductible requirements under such Parent Benefit Plan for the applicable calendar year, to the extent that such expenses were recognized for such purposes under the comparable Company Employee PlanLaw. (c) As of the Closing, Parent shall, or shall cause its Subsidiaries to, provide the Continuing Employees, other than those Company employees that enter into employment agreements with the Company (as the surviving entity of the Merger) as of the date of this Agreement, with base salary or hourly wage rates, as applicable, and bonus opportunities that are substantially comparable in the aggregate to the base salary or hourly wage rates, as applicable, and bonus opportunities provided to the Continuing Employees by the Company or other Company Entity as of immediately prior to Closing. (d) This Section 6.12 shall be binding upon and inure solely to the benefit of each of the parties to this Agreement, and nothing in this Section 6.12, express or implied, shall confer upon any other Person, including any Continuing Employee, any rights or remedies of any nature whatsoever under or by reason of this Section 6.12. Except as provided in Section 6.12(b), nothing contained herein, express or implied (i) shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement or (ii) shall alter or limit the ability of the Surviving Entity, Parent or any of their affiliates to amend, modify or terminate any benefit plan, program, agreement or arrangement at any time assumed, established, sponsored or maintained by any of them. The parties hereto acknowledge and agree that all provisions contained the terms set forth in this Section 7.18 are included for the sole benefit of the respective parties to this Agreement and 6.12 shall not create any right in any other Person, including any employees, former employees, any participant in any Company Employee Plan employee or any beneficiary thereof, of other Person to any right to continued employment with Parent, Company, the Surviving Corporation Entity, Parent or any of their Affiliates. Nothing in this Section 7.18 shall be deemed to amend affiliates or compensation or benefits of any Parent Benefit Plan nature or to require Parentkind whatsoever and that following the Closing, the Surviving Corporation Entity, Parent and each of their affiliates may freely terminate or cause to be terminated the employment of any Continuing Employee at any time. Without limiting the generality of the foregoing, Continuing Employees are not intended to be third party beneficiaries under, and shall have no rights in respect of, any of their Affiliates to continue or amend any particular benefit plan before or after the consummation provisions of the transactions contemplated in this Agreement, and any such plan may be amended or terminated in accordance with its terms and Applicable Lawincluding the provisions of this Section 6.12.

Employee Matters. (a) From At and after following the Closing DateEffective Time, with respect to employees of the Company or DENTSPLY will and will cause its Subsidiaries (including the Surviving Corporation and its Subsidiaries) to honor all obligations under the Sirona Benefit Plans, DENTSPLY Benefit Plans and applicable collective bargaining agreements, agreements with a works council and labor contracts in accordance with their terms as in effect immediately before the Effective Time who continue employment Time; provided, that nothing in this Section 5.15(a) is intended to prevent DENTSPLY from causing them to be enforced in accordance with their terms, including any reserved right to amend, modify, suspend, revoke or terminate them. (b) At the Effective Time, it shall be the intent of Sirona and DENTSPLY that, subject to obligations under applicable Law and applicable collective bargaining agreements, agreements with a works council and labor contracts, (i) any reductions in the employee work force of DENTSPLY and its Subsidiaries (including the Surviving Corporation and its Subsidiaries) shall be made on a fair and equitable basis in light of the circumstances and the objectives to be achieved, giving consideration to previous work history, job experience and qualifications, without regard to whether employment prior to the Effective Time was with Sirona and its Subsidiaries or DENTSPLY and its Subsidiaries, and any Subsidiary of employee whose employment is terminated or job is eliminated by DENTSPLY or its Subsidiaries (including the Surviving Corporation following and its Subsidiaries) after the Effective Time shall be entitled to participate on a fair and equitable basis in the job opportunity and employment placement programs offered by DENTSPLY and its Subsidiaries (“Continuing Employees”including the Surviving Corporation and its Subsidiaries) for which the employee is eligible and (ii) employees shall be entitled to participate in all job training, career development and educational programs of DENTSPLY and its Subsidiaries (including the Surviving Corporation and its Subsidiaries) for which they are eligible, and shall be entitled to fair and equitable consideration in connection with any job opportunities with DENTSPLY and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), Parent shall use reasonable efforts in each case without regard to cause the service of each such Continuing Employee with the Company and its ERISA Affiliates whether employment prior to the Closing Date Effective Time was with Sirona and its Subsidiaries or DENTSPLY and its Subsidiaries. (c) Subject to be recognized for purposes of eligibility to participatetheir obligations under applicable Law and applicable collective bargaining agreements, levels of benefits agreements with a works council and labor contracts, DENTSPLY will and will cause its Subsidiaries (but not for benefit accruals under any defined benefit or other pension or retirement plan) and vesting under each compensation, vacation, fringe or other welfare benefit plan, program or arrangement of Parent, Ultimate Parent, including the Surviving Corporation and its Subsidiaries) to give credit under each of their respective employee benefit plans, programs and arrangements to employees for all service prior to the Effective Time with Sirona or DENTSPLY or their respective Subsidiaries, as applicable, or any predecessor employer (to the extent that such credit was given by Sirona or DENTSPLY or any of their ERISA Affiliatesrespective Subsidiaries, as applicable) for all purposes for which such service was taken into account or recognized by Sirona or DENTSPLY or their respective Subsidiaries, as applicable, but not including any sabbatical or equity compensation plans, programs, agreements or arrangements (collectively, the “Parent Benefit Plans”) in which any Continuing Employee is or becomes eligible to participate, but solely to the extent crediting such service was credited to such employee for such purposes under a comparable Company Employee Plan immediately prior to the Closing Date and to the extent such credit would not result in a duplication of benefits. (bd) From Without limiting the generality of Section 8.9, this Section 5.15 shall be binding upon and after the Closing Date, with respect to each Parent Benefit Plan that is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) in which any Continuing Employee is or becomes eligible to participate, Parent shall use reasonable efforts to cause each such Parent Benefit Plan to (i) waive all limitations as to pre-existing conditions, waiting periods, required physical examinations and exclusions with respect to participation and coverage requirements applicable under such Parent Benefit Plan for such Continuing Employees and their eligible dependents to the same extent that such pre-existing conditions, waiting periods, required physical examinations and exclusions would not have applied or would have been waived under the corresponding Company Employee Plan in which such Continuing Employee was a participant immediately prior to such Continuing Employee’s commencement of participation in such Parent Benefit Plan but, with respect to long-term disability and life insurance benefits and coverage, inure solely to the extent permitted under the terms and conditions of Parent’s applicable insurance contracts in effect as benefit of the Closing Date; provided, that for purposes of clarity, parties to the extent such benefit coverage includes eligibility conditions based on periods of employment, Section 7.18(a) shall control; and (ii) provide each Continuing Employee and his or her eligible dependents with credit for any co-payments and deductibles paid in the calendar year thatthis Agreement, and prior nothing in this Section 5.15, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 5.15. Nothing in this Agreement, express or implied, is or shall be construed to the date thatestablish, such Continuing Employee commences participation in such Parent amend or modify any Sirona Benefit Plan, DENTSPLY Benefit Plan in satisfying any applicable co-payment or deductible requirements under such Parent Benefit Plan for the applicable calendar year, to the extent that such expenses were recognized for such purposes under the comparable Company Employee Plan. (c) other employee or director compensation or benefit plan. The parties to this Agreement acknowledge and agree that all provisions contained the terms set forth in this Section 7.18 are included for the sole benefit of the respective parties to this Agreement and 5.15 shall not create any right in any other Personemployee of Sirona, including any employees, former employees, any participant in any Company Employee Plan or any beneficiary thereof, of any right to continued employment with Parent, CompanyDENTSPLY, the Surviving Corporation or their respective Subsidiaries or any of their Affiliates. Nothing in this Section 7.18 shall be deemed other Person to amend any Parent Benefit Plan or to require Parentcontinued employment with Sirona, DENTSPLY, the Surviving Corporation or their respective Subsidiaries or any right to compensation or benefits of their Affiliates to continue any nature or amend any particular benefit plan before or after the consummation of the transactions contemplated in this Agreement, and any such plan may be amended or terminated in accordance with its terms and Applicable Lawkind whatsoever.

Employee Matters. As of the Effective Time, Parent shall provide the employees of the Company who are employed by Parent or one of its Subsidiaries after the Effective Time (the “Continuing Employees”) and their dependents, as applicable, with either, or a combination of, (a) From comparable types and levels of employee benefits 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 DateDate (the “Continued Plans”). To the extent Parent elects to provide employee benefits to the Continuing Employees and their dependents, with respect as applicable, pursuant to employees 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 Company or its Subsidiaries immediately before calendar year in which the Effective Time who continue employment with occurs. Upon the Surviving Corporation or any Subsidiary expiration of the Surviving Corporation following Transition Period, the Effective Time (“Continuing Employees”)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 use reasonable efforts shall, for purposes of determining eligibility to cause the participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of each vacation accrual) under such Parent Benefit Arrangement, provide that such Continuing Employee Employees shall receive service credit under such Parent Benefit Arrangement for their period of service with the Company and its ERISA Affiliates Subsidiaries and predecessors prior to the Closing Date to be recognized for purposes of eligibility to participateEffective Time, levels of benefits (but not for benefit accruals under any defined benefit or other pension or retirement plan) and vesting under each compensation, vacation, fringe or other welfare benefit plan, program or arrangement of Parent, Ultimate Parent, the Surviving Corporation or any of their ERISA Affiliates, but not including any sabbatical or equity compensation plans, programs, agreements or arrangements (collectively, the “Parent Benefit Plans”) in which any Continuing Employee is or becomes eligible to participate, but solely to the extent service was credited to such employee for such purposes under a comparable Company Employee Plan immediately prior to the Closing Date and to the extent such credit except where doing so would not result in cause a duplication of benefits. (b) From and after the Closing Date, with respect to each Parent Benefit Plan that is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) in which any Continuing Employee is or becomes eligible to participate, . Parent shall use reasonable efforts to cause each such Parent Benefit Plan to (i) waive all limitations as to pre-existing conditionspreexisting condition exclusions (or actively at work or similar limitations), evidence of insurability requirements and waiting periods, required physical examinations and exclusions periods with respect to participation and coverage requirements applicable under such Parent Benefit Plan for in connection with the medical, dental and vision benefits that such Continuing Employees and their may be eligible dependents to the same extent that such pre-existing conditions, waiting periods, required physical examinations and exclusions would not have applied or would have been waived under the corresponding Company Employee Plan in which such Continuing Employee was receive pursuant to a participant immediately prior to such Continuing Employee’s commencement of participation in such Parent Benefit Plan but, with respect to long-term disability and life insurance benefits and coverage, solely to Arrangement after the extent permitted under Effective Time. Parent shall also provide the terms and conditions of Parent’s applicable insurance contracts in effect as of the Closing Date; provided, that for purposes of clarity, to the extent such benefit coverage includes eligibility conditions based on periods of employment, Section 7.18(a) shall control; and (ii) provide each Continuing Employee and his or her eligible dependents Employees with credit for any co-payments payments, deductibles and deductibles paid 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 that, 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 date that, Effective Time shall be credited to such Continuing Employee commences participation in such Parent Benefit Plan in satisfying any applicable co-payment or deductible requirements under such Parent Benefit Plan for following the applicable calendar year, Effective Time and thereafter shall be carried forward subject to the extent that such expenses were recognized for such purposes under the comparable Company Employee Plan. (c) The parties acknowledge Parent’s policies and agree that all provisions contained in this Section 7.18 are included for the sole benefit of the respective parties to this Agreement and shall not create any right in any other Person, including any employees, former employees, any participant in any Company Employee Plan or any beneficiary thereof, of any right to continued employment with Parent, Company, the Surviving Corporation or any of their Affiliatesprocedures. Nothing in this Section 7.18 5.10 shall be deemed construed to amend any limit the right of Parent Benefit Plan or to require Parent, the Surviving Corporation or any of their Affiliates its Subsidiaries (including, following the Closing Date, the Company and its Subsidiaries) to continue amend or amend terminate any Continued Plan or other Employee Benefit Plan, to the extent such amendment or termination is permitted by the terms of the applicable plan, nor shall anything in this Section 5.10 be construed to prohibit Parent or any of its Subsidiaries (including, following the Closing Date, the Company and its Subsidiaries) from terminating the employment of any particular benefit plan before or after Continuing Employee following the consummation Closing Date. Without limiting the generality of the transactions contemplated Section 8.7, nothing in this AgreementSection 5.10 shall: (a) grant any rights or benefits to any Person other than the Parties or (b) amend, and any such plan or may be amended construed as amending, any Current Employee Benefit Plan, Parent Benefit Arrangement or terminated in accordance with its terms and Applicable Lawany other employee benefit plan.

Employee Matters. (a) From For a period commencing on the Effective Time and after ending on the date that is 12 months following the Closing Date, with respect each employee of the Company and its Subsidiaries on the Closing Date who remains in the active employment of the Surviving Corporation and its Subsidiaries (the “Continuing Employees”) shall receive (i) base salary or base wages that is no less favorable than the base salary or base wages that was provided to employees the Continuing Employee immediately prior to the Closing; (ii) severance benefits that are no less favorable than the severance benefits that were provided to the Continuing Employee immediately prior to the Closing pursuant to applicable Law or the severance policies of the Company or its Subsidiaries in effect on the date hereof; and (iii) a target annual incentive opportunity and employee benefits (including long-term incentive compensation, defined contribution retirement plan, vacation, health and welfare, fringe, and equity compensation, but excluding severance, retiree medical and defined benefit plan benefits) that are substantially comparable in the aggregate to the target annual incentive opportunity and those benefits provided by the Company immediately prior to the Effective Time. (b) For purposes of eligibility to participate and vesting for a Continuing Employee in a benefit plan of Parent or its Affiliates (a “Parent Benefit Plan”) and for purposes of determining the level of vacation benefits, Parent shall credit each Continuing Employee with all years of service for which such Continuing Employee was credited before the Effective Time who continue employment with Closing Date under any comparable Benefit Plans, except to the extent such credit would result in a duplication of benefits. With respect to any Parent Benefit Plan that is a welfare plan, Parent shall, and shall cause its Affiliates to use commercially reasonable efforts to, (i) cause all pre-existing condition exclusions, evidence of insurability requirements, and actively-at-work requirements of such Parent Benefit Plan to be waived for such Continuing Employee and his or her covered dependents to the extent waived, satisfied or not included under the comparable Benefit Plan, and (ii) recognize for each Continuing Employee and his or her covered dependents for purposes of applying annual deductible, co-payment and out-of-pocket maximums under applicable Parent Benefit Plans covering the Continuing Employees during the plan year in which the Closing Date occurs any deductible, co-payment and out-of-pocket expenses paid by the Continuing Employee and his or her covered dependents during the plan year for such Benefit Plan in which the Closing Date occurs. (c) For a period of at least 12 consecutive months following the Closing Date, Parent shall cause the Surviving Corporation or any Subsidiary to assign and assume the employment agreements set forth on Section 5.08(c) of the Surviving Corporation following Disclosure Schedule. (d) Prior to the Effective Time (“Continuing Employees”)Closing Date, Parent shall use reasonable efforts to cause the service of each such Continuing Employee with the Company shall take all actions necessary to terminate the VOXX International Corporation Profit Sharing and its 401(k) Plan in accordance with ERISA Affiliates and the Code, effective as of no later than the day prior to the Closing Date Date, and all documentation to effectuate such termination shall be in form and substance reasonably satisfactory to Parent. Effective as of the Closing Date, Parent or its Affiliate shall sponsor, maintain or establish, or cause to be recognized sponsored, maintained or established, a defined contribution 401(k) plan (the “Parent 401(k)”), and shall cause the Continuing Employees to become eligible to participate in the Parent 401(k) as promptly as reasonably practicable following the Closing Date. (e) The provisions of this Section 5.08 are for purposes the sole benefit of eligibility the Parties and nothing herein, expressed or implied, is intended or shall be construed to participate(i) confer upon or give to any Person (including for the avoidance of doubt any current or former employees, levels directors, or independent contractors of benefits (but not for benefit accruals under any defined benefit of the Company or other pension any of its Subsidiaries, Parent or retirement plan) and vesting under each compensationany of its Subsidiaries, vacation, fringe or other welfare benefit plan, program on or arrangement of Parent, Ultimate Parentafter the Effective Time, the Surviving Corporation or any of its Subsidiaries), other than the Parties and their ERISA Affiliatesrespective permitted successors and assigns, but not including any sabbatical legal or equity compensation plans, programs, agreements equitable or arrangements (collectively, the “Parent Benefit Plans”) in which any Continuing Employee is other rights or becomes eligible to participate, but solely to the extent service was credited to such employee for such purposes under a comparable Company Employee Plan immediately prior to the Closing Date and to the extent such credit would not result in a duplication of benefits. (b) From and after the Closing Date, remedies with respect to each Parent Benefit Plan that is the matters provided for in this Section 5.08, (ii) constitute the establishment or adoption of or an “amendment to any employee welfare benefit plan” (as defined in Section 3(1) of ERISA) in which any Continuing Employee is or becomes eligible to participate, Parent shall use reasonable efforts to cause each such Parent Benefit Plan to (i) waive all limitations as to pre-existing conditions, waiting periods, required physical examinations and exclusions with respect to participation and coverage requirements applicable under such Parent Benefit Plan for such Continuing Employees and their eligible dependents to the same extent that such pre-existing conditions, waiting periods, required physical examinations and exclusions would not have applied or would have been waived under the corresponding Company Employee Plan in which such Continuing Employee was a participant immediately prior to such Continuing Employee’s commencement of participation in such Parent Benefit Plan but, with respect to long-term disability and life insurance benefits and coverage, solely to the extent permitted under the terms and conditions of Parent’s applicable insurance contracts in effect as of the Closing Date; provided, that plan for purposes of clarity, to the extent such benefit coverage includes eligibility conditions based on periods ERISA or otherwise be treated as an amendment or modification of employment, Section 7.18(a) shall control; and (ii) provide each Continuing Employee and his or her eligible dependents with credit for any co-payments and deductibles paid in the calendar year that, and prior to the date that, such Continuing Employee commences participation in such Parent Benefit Plan in satisfying any applicable co-payment or deductible requirements under such Parent Benefit Plan for other compensation or benefit plan, agreement or arrangement, or (iii) limit the applicable calendar year, to the extent that such expenses were recognized for such purposes under the comparable Company Employee Plan. (c) The parties acknowledge and agree that all provisions contained in this Section 7.18 are included for the sole benefit right of the respective parties to this Agreement and shall not create any right in any other Person, including any employees, former employees, any participant in any Company Employee Plan or any beneficiary thereof, of any right to continued employment with Parent, Company, the Surviving Corporation Parent or any of their Affiliates. Nothing in this Section 7.18 shall be deemed respective Affiliates to amend amend, terminate or otherwise modify any Parent Benefit Plan or to require Parentother compensation or benefit plan, the Surviving Corporation agreement or any of their Affiliates to continue or amend any particular benefit plan before or after the consummation of the transactions contemplated in this Agreement, and any such plan may be amended or terminated in accordance with its terms and Applicable Lawarrangement.

Employee Matters. (a) From The Company shall provide to Parent reasonable access to the employees and after personnel information of the Closing DateAcquired Corporations for purposes of enabling Parent to (i) review the identities and current employment terms of the Acquired Corporations’ employees, and (ii) meet with, make offers of employment (on terms acceptable to Parent in its sole discretion) to, and enter into acceptable employment arrangements with those employees listed on Part 5.13(a) of the Company Disclosure Schedule (the “Key Employees”), on or prior to the Effective Time. The Company shall use its commercially reasonable efforts to assist Parent in obtaining agreement on employment arrangements with such Key Employees. (b) With respect to the employees of the Company or its Subsidiaries immediately before Acquired Corporations who are employed after the Effective Time who continue employment with by the Surviving Corporation or any Subsidiary of Acquired Corporations (the Surviving Corporation following the Effective Time (“Continuing Employees”), (i) Parent shall use reasonable efforts provide, for a period of one (1) year following the Closing Date, to cause the service of each such Continuing Employee with Employees, benefit plans providing coverage and benefits that are either the same as (x) those being received by them from the Company and its ERISA Affiliates prior to the Closing Date to be recognized for purposes of eligibility to participate, levels of benefits (but not for benefit accruals under any defined benefit or other pension or retirement plan) and vesting under each compensation, vacation, fringe or other welfare benefit plan, program or arrangement of Parent, Ultimate Parent, the Surviving Corporation or any of their ERISA Affiliates, but not including any sabbatical or equity compensation plans, programs, agreements or arrangements (collectively, the “Parent Benefit Plans”) in which any Continuing Employee is or becomes eligible to participate, but solely to the extent service was credited to such employee for such purposes under a comparable Company Employee Plan immediately prior to the Closing Date Effective Time, or (y) those provided to similarly situated employees of Parent or any of its Affiliates, and to the extent such credit would not result in a duplication of benefits. (bii) From and after the Closing Date, with respect to each Parent Benefit Plan that is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) in which any Continuing Employee is or becomes eligible to participate, Parent shall use reasonable efforts to cause each such Parent Benefit Plan to (i) waive all limitations as to pre-existing conditions, waiting periods, required physical examinations and exclusions with respect to participation and coverage requirements applicable under such Parent Benefit Plan for such Continuing Employees and their eligible dependents to the same extent that such pre-existing conditions, waiting periods, required physical examinations and exclusions would not have applied or would have been waived under the corresponding Company Employee Plan in which such Continuing Employee was a participant immediately prior to such Continuing Employee’s commencement of participation in such Parent Benefit Plan but, with respect to long-term disability and life insurance benefits and coverage, solely to the extent permitted under the terms and conditions of Parent’s applicable insurance contracts in effect as benefit plans, Parent shall treat and cause its applicable benefit plans to treat the service of the Closing Date; provided, that Continuing Employees with the Acquired Corporations prior to the Effective Time as service rendered to Parent or any Affiliate of Parent for purposes of clarityeligibility to participate and vesting, including applicability of minimum waiting periods for participation, but not for benefit accrual. Parent shall use commercially reasonable efforts to the extent provide that no such benefit coverage includes eligibility conditions based on periods Continuing Employee, or any of employment, Section 7.18(a) shall control; and (ii) provide each Continuing Employee and his or her eligible dependents with credit for any co-payments and deductibles paid dependents, who, at the Effective Time, are participating in the calendar year thatAcquired Company’s group health plan shall be excluded from Parent’s group health plan, and prior or limited in coverage thereunder, by reason of any waiting period restriction or pre-existing condition limitation. Notwithstanding the foregoing, Parent shall not be required to provide any coverage, benefits or credit inconsistent with the date thatterms of any Parent benefit plans. Furthermore, such Continuing Employee commences participation in such Parent Benefit Plan in satisfying any applicable co-payment or deductible requirements under such Parent Benefit Plan for the applicable calendar year, to the extent that such expenses were recognized for such purposes under the comparable Company Employee Plan. (c) The parties acknowledge and agree that all provisions nothing contained in this Section 7.18 are included for shall require or imply that the sole benefit employment of the respective employees of the Acquired Corporations who are employed at the Effective Time will continue for any particular period of time following the Effective Time. This Section is not intended, and shall not be deemed, to confer any rights or remedies upon any Person other than the parties to this Agreement and shall not their respective successors and permitted assigns, to create any right in agreement of employment with any other PersonPerson or to otherwise create any third-party beneficiary hereunder, including or to be interpreted as an amendment to any employees, former employees, any participant in any Company Employee Plan plan of Parent or any beneficiary thereof, Affiliate of any right to continued employment with Parent, Company, the Surviving Corporation or any of their Affiliates. Nothing in this Section 7.18 shall be deemed to amend any Parent Benefit Plan or to require Parent, the Surviving Corporation or any of their Affiliates to continue or amend any particular benefit plan before or after the consummation of the transactions contemplated in this Agreement, and any such plan may be amended or terminated in accordance with its terms and Applicable Law.

Employee Matters. (a) From and after Subject to applicable Law, for a period of one (1) year following the Closing Date, with respect to employees AHL Effective Time or such shorter period as an AHL Employee remains an employee of the Company AHL Surviving Entity or its Subsidiaries immediately before the Effective Time who continue employment with the Surviving Corporation or any Subsidiary of the Surviving Corporation following the AHL Effective Time (the “Continuing EmployeesContinuation Period”), Parent Tango Holdings shall use reasonable efforts 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) to cause the service of provide, to each such Continuing Employee with the Company and its ERISA Affiliates prior to the Closing Date to be recognized for purposes of eligibility to participate, levels of benefits (but not for benefit accruals under any defined benefit or other pension or retirement plan) and vesting under each compensation, vacation, fringe or other welfare benefit plan, program or arrangement of Parent, Ultimate Parent, the Surviving Corporation individual who is employed by AHL or any of their ERISA Affiliates, but not including any sabbatical or equity compensation plans, programs, agreements or arrangements (collectively, the “Parent Benefit Plans”) in which any Continuing Employee is or becomes eligible to participate, but solely to the extent service was credited to such employee for such purposes under a comparable Company Employee Plan its Subsidiaries immediately prior to the Closing Date AHL Effective Time (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 long-term incentive compensation) that are each no less favorable than the base salary and total direct target compensation opportunity provided to such AHL Employee by AHL and any of its Subsidiaries immediately prior to the extent such credit would not result AHL Effective Time. During the Continuation Period, Tango Holdings shall provide, or shall cause AHL Surviving Entity to provide, the AHL Employees with employee benefits (excluding any equity or long-term incentive compensation, severance benefits, retiree welfare benefits and defined benefit pension plans) that are no less favorable in a duplication the aggregate than those provided to similarly situated employees of benefits. (b) From and after the Closing Date, with Tango Holdings or any of its Subsidiaries. With respect to each Parent Benefit Plan that is an all employee benefit plans of AHL Surviving Entity and its Subsidiaries, including any “employee welfare benefit plan” (as defined in Section 3(13(3) of ERISA) in which (including any Continuing Employee is vacation and paid time-off but excluding any severance, equity or becomes eligible long-term incentive compensation), for purposes of determining eligibility to participate, Parent 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 extent service with the predecessor employer was recognized by AHL or such Subsidiary as of the AHL Effective Time in accordance with past practice) shall use reasonable efforts be treated as service with AHL Surviving Entity or any of its Subsidiaries (or in the case of a transfer of all or substantially all the assets and business of AHL Surviving Entity, its successors and assigns); provided, however, that such service need not be recognized to the extent that such recognition would result in any duplication of benefits for the same period of service. (b) AGM shall, or shall cause a Subsidiary of AGM to provide, to each AHL Employee who experiences a termination of employment without cause during the Continuation Period and executes and does not revoke a release of claims, severance benefits that are no less favorable than the severance benefits to which such Parent Benefit AHL Employee would have been entitled upon such a termination of employment under any AHL Plan as of immediately prior to the AHL Effective Time. (c) Without limiting the generality of Section 5.10(a), Tango Holdings shall, or shall cause AHL Surviving Entity to, (i) waive all limitations as waive, or cause to be waived, any pre-existing conditionscondition limitations, exclusions, actively-at-work requirements and waiting periods, required physical examinations and exclusions with respect to participation and coverage requirements applicable periods under such Parent Benefit Plan for such Continuing any welfare benefit plan maintained by AHL Surviving Entity or any of its Subsidiaries in which AHL Employees (and their eligible dependents dependents) will be eligible to participate from and after the AHL Effective Time, except to the same extent that such pre-existing conditionscondition limitations, exclusions, actively-at-work requirements and waiting periods, required physical examinations and exclusions periods would not have applied been satisfied or would have been waived under the corresponding Company Employee comparable AHL Plan in which such Continuing Employee was a participant immediately prior to such Continuing Employee’s commencement of participation in such Parent Benefit Plan but, with respect to long-term disability and life insurance benefits and coverage, solely to the extent permitted under the terms and conditions of Parent’s applicable insurance contracts in effect as of the Closing Date; provided, that for purposes of clarity, to the extent such benefit coverage includes eligibility conditions based on periods of employment, Section 7.18(a) shall control; AHL Effective Time and (ii) provide recognize the dollar amount of all co-payments, deductibles and similar expenses incurred by each Continuing AHL Employee (and his or her eligible dependents with credit for any co-payments and deductibles paid in dependents) during the calendar year that, in which the AHL Effective Time occurs for purposes of satisfying such year’s deductible and prior to the date that, such Continuing Employee commences participation in such Parent Benefit Plan in satisfying any applicable co-payment or deductible requirements limitations under such Parent Benefit Plan for the applicable calendar yearrelevant welfare benefit plans in which they will be eligible to participate from and after the AHL Effective Time. (d) With respect to any AHL Employee whose principal place of employment is outside of the United States, Tango Holdings’ obligations under this Section 5.10 shall be modified to the extent necessary to comply with any applicable Law that applies in relation to the employment or terms of employment of such expenses were recognized for such purposes under the comparable Company Employee PlanAHL Employee. (ce) The parties acknowledge Tango Holdings shall, or shall cause AHL Surviving Entity to, provide each AHL Employee continuing employment following the AHL Effective Time a payment with respect to such AHL Employee’s annual bonus under AHL’s annual bonus plan in respect of AHL’s fiscal year 2021 in accordance with the terms set forth in Section 5.10(e) of the AHL Disclosure Schedule. (f) This Section 5.10 shall be binding upon and agree that all provisions contained in this Section 7.18 are included for shall inure solely to the sole benefit of each of the respective parties to this Agreement and shall not create any right nothing in this Section 5.10 or any other Personprovision of this Agreement, express or implied: (i) shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement, (ii) shall alter or limit the ability of AHL or any of its Affiliates, or AGM or any of its Affiliates to amend, modify or terminate any benefit plan, program, agreement or arrangement or (iii) is intended to or shall confer upon any current (including any employees, AHL Employee) or former employees, any participant in any Company Employee Plan employee of AHL or any beneficiary thereof, of its Subsidiaries any right to employment or continued employment with Parent, Company, the Surviving Corporation or for any period of their Affiliates. Nothing in this Section 7.18 shall be deemed to amend any Parent Benefit Plan or to require Parent, the Surviving Corporation or any time by reason of their Affiliates to continue or amend any particular benefit plan before or after the consummation of the transactions contemplated in this Agreement, and or any such plan may be amended right to a particular term or terminated in accordance with its terms and Applicable Lawcondition of employment.

Employee Matters. (a) From and after the Closing Date, with respect Parent shall cause to employees of be provided to each individual who is employed by the Company or and its Subsidiaries immediately before prior to the Effective Time (other than those individuals covered by collective bargaining agreements) and who continue employment remain employed with the Surviving Corporation or any Subsidiary of Parent’s Subsidiaries (each an “Affected Employee”) employee benefits substantially similar in the aggregate, at Parent’s election, to (i) the benefits provided to the Affected Employee under the Employee Plans immediately prior to the Acceptance Time or (ii) the benefits provided by Parent under the plans and programs generally made available to similarly situated employees of Parent and its Subsidiaries. For purposes of this Section 8.4, the term “benefits” for the Company’s executive officers shall not include the Parent’s officers’ executive severance plan (or any successor thereto) or executive bonus plan (or any successor thereto). As of the Surviving Corporation following the Effective Time (“Continuing Employees”)Time, Parent shall use reasonable efforts extend eligibility under the Parent 401(k) Plan to cause each Affected Employee under the service terms of each such Continuing Employee with the Company and its ERISA Affiliates prior plan. The Parent 401(k) Plan does not currently provide either matching or employer contributions. (b) With respect to the Closing Date to be recognized for purposes of eligibility to participate, levels of benefits (but not for any employee benefit accruals under any defined benefit or other pension or retirement plan) and vesting under each compensation, vacation, fringe or other welfare benefit plan, program or arrangement of Parent, Ultimate Parent, the Surviving Corporation or any of their ERISA Affiliates, but not including any sabbatical or equity compensation plans, programs, agreements or arrangements (collectively, the “Parent Benefit Plans”) plan in which any Continuing Affected Employee is or first becomes eligible to participate, but solely on or after the Effective Time (the “New Company Plans”), Parent shall: (i) treat the Affected Employee’s service, to the extent service was credited to such employee for such purposes recognized under a comparable Company the Employee Plans, and Employee Plan immediately prior to coverage with the Closing Date Company or any of its Subsidiaries or predecessor companies as service and to the extent such credit would not result in a duplication New Company Plan coverage with Parent for purposes of benefits. (b) From applying any and after the Closing Date, with respect to each Parent Benefit Plan that is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) in which any Continuing Employee is or becomes eligible to participate, Parent shall use reasonable efforts to cause each such Parent Benefit Plan to (i) waive all limitations as to pre-existing conditions, exclusions and waiting periods, required physical examinations and exclusions periods with respect to participation and coverage requirements applicable to such Affected Employee under any health and welfare New Company Plans in which such Parent Benefit Plan for such Continuing Employees Affected Employee may be eligible to participate after the Effective Time and their eligible dependents (ii) recognize service, to the same extent that such pre-existing conditions, waiting periods, required physical examinations and exclusions would not have applied or would have been waived recognized under the corresponding Employee Plans, of Affected Employees accrued (or otherwise credited by the Company Employee or its Subsidiaries) prior to the Effective Time for purposes of eligibility to participate and vesting (but not for the purposes of benefit accrual) under any New Company Plan in which such Continuing Employee was a participant immediately prior Affected Employees may be eligible to such Continuing Employee’s commencement of participation participate after the Effective Time, provided, however, that in such Parent Benefit Plan but, with respect to long-term disability and life insurance benefits and coverage, solely no event shall any credit be given to the extent permitted under it would result in the terms and conditions duplication of Parent’s applicable insurance contracts in effect as benefits for the same period of the Closing Date; providedservice. Parent shall grant credit to Affected Employees for deductibles, that for purposes of clarity, to the extent such benefit coverage includes eligibility conditions based on periods of employment, Section 7.18(a) shall control; and (ii) provide each Continuing Employee and his or her eligible dependents with credit for any co-payments and deductibles out-of-pocket expenses previously paid in by the calendar year that, and prior to the date that, such Continuing Employee commences participation in such Parent Benefit Plan in satisfying any applicable co-payment or deductible requirements under such Parent Benefit Plan for the applicable calendar year, to the extent that such expenses were recognized for such purposes under the comparable Company Employee PlanAffected Employees. (c) The parties acknowledge and hereto agree that all provisions contained no provision of this Agreement shall create any third party beneficiary rights in this Section 7.18 are included for the sole benefit any person or organization (including without limitation employees or former employees of the respective parties to this Agreement and shall not create Company, the Company’s Affiliates, any right in any unions or other Person, including any employees, representatives of such employees or former employees, any participant in any Company Employee Plan or any beneficiary thereoftrustees, administrators, participants, or beneficiaries of any right Employee Plan) with respect to continued employment with Parentany benefits that may be provided, directly or indirectly, under any employee benefits plans and programs of the Company, the Surviving Corporation Company’s Affiliates, Parent or any of their Affiliates. Nothing in this Section 7.18 shall be deemed to amend any Parent Benefit Plan or to require Parent, the Surviving Corporation or any of their Affiliates to continue or amend any particular benefit plan before or after the consummation of the transactions contemplated in this Agreement, and any such plan may be amended or terminated in accordance with its terms and Applicable LawMerger Subsidiary.

Employee Matters. (a) From and after AMID shall (i) for the six-month period immediately following the Closing Date, treat each employee of SXE, SXE GP or any of their respective Subsidiaries as of the Closing who continues employment with AMID, AMID GP or any of their respective Subsidiaries following the Closing (a “SXE Employee”), equally to similarly situated employees of AMID, AMID GP or their respective Subsidiaries with respect to employees compensation and employee benefits, or, with respect to certain SXE Employees, provide for continued participation under certain SXE Benefit Plans, and (ii) for the 12-month period immediately following the Closing Date, cause SXE, SXE GP and each of their respective Subsidiaries to comply with the terms of the Company or its Subsidiaries immediately before the Effective Time who continue Southcross Energy Partners GP LLC Employee Protection Plan. No provision of this Agreement shall be construed as a guarantee of continued employment with the Surviving Corporation of any SXE Employee and this Agreement shall not be construed so as to prohibit AMID, AMID GP or any Subsidiary of their respective Subsidiaries from having the right to terminate the employment of any SXE Employee, provided that any such termination is effected in accordance with applicable Law. (b) To the extent any SXE Employees become eligible to participate in any AMID Benefit Plans, AMID shall use commercially reasonably efforts to, and it shall cause its Affiliates (including SXE GP and its Subsidiaries) to use commercially reasonable efforts to, cause each of the Surviving Corporation following the Effective Time AMID Benefit Plans to give each SXE Employee full credit (“Continuing Employees”)for all purposes, Parent shall use reasonable efforts including eligibility to cause the participate, vesting, vacation or PTO entitlement and severance benefits) for all service with SXE, SXE GP or any of each such Continuing Employee with the Company and its ERISA Affiliates their respective Subsidiaries prior to the Closing Date Date; provided, however, that (i) such service need not be credited to the extent it would result in a duplication of benefits, and (ii) such service credit shall not be recognized for purposes of eligibility given with respect to participate, levels of benefits (but not for benefit accruals under any defined benefit or other pension or retirement plan. In addition, AMID shall use commercially reasonable efforts to, and it shall cause its Affiliates (including SXE GP and its Subsidiaries) to use commercially reasonable efforts to (x) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and vesting the application of any pre-existing condition limitations under each compensation, vacation, fringe or other welfare benefit plan, program or arrangement of Parent, Ultimate Parent, the Surviving Corporation or any of their ERISA Affiliates, but not including any sabbatical or equity compensation plans, programs, agreements or arrangements (collectively, the “Parent AMID Benefit Plans”, and (y) in which any Continuing Employee is credit the expenses of such SXE Employees that were credited toward deductibles or becomes eligible to participate, but solely to out-of-pocket limits for the extent service was credited to such employee SXE Benefit Plans for such purposes under a comparable Company Employee Plan immediately prior the plan year up to the Closing Date and to against satisfaction of any deductibles or out-of-pocket limits for the extent such credit would not result in a duplication of benefits. (b) From and after AMID Benefit Plans for periods following the Closing Date, with respect to each Parent Benefit Plan that is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) in which any Continuing Employee is or becomes eligible to participate, Parent shall use reasonable efforts to cause each such Parent Benefit Plan to (i) waive all limitations as to pre-existing conditions, waiting periods, required physical examinations and exclusions with respect to participation and coverage requirements applicable under such Parent Benefit Plan for such Continuing Employees and their eligible dependents to the same extent that such pre-existing conditions, waiting periods, required physical examinations and exclusions would not have applied or would have been waived under the corresponding Company Employee Plan in which such Continuing Employee was a participant immediately prior to such Continuing Employee’s commencement of participation in such Parent Benefit Plan but, with respect to long-term disability and life insurance benefits and coverage, solely to the extent permitted under the terms and conditions of Parent’s applicable insurance contracts in effect as of the Closing Date; provided, that for purposes of clarity, to the extent such benefit coverage includes eligibility conditions based on periods of employment, Section 7.18(a) shall control; and (ii) provide each Continuing Employee and his or her eligible dependents with credit for any co-payments and deductibles paid in the calendar year that, and prior to the date that, such Continuing Employee commences participation in such Parent Benefit Plan in satisfying any applicable co-payment or deductible requirements under such Parent Benefit Plan for the applicable calendar year, to the extent that such expenses were recognized for such purposes under the comparable Company Employee Plan. (c) The parties acknowledge and agree that all provisions contained in of this Section 7.18 5.14 are included for the sole benefit of the respective parties Parties hereto and nothing herein, express or implied, is intended or shall be construed to confer upon or give to any person (including any SXE Employee), other than the Parties to this Agreement and their respective successors and permitted assigns, any legal or equitable or other rights or remedies under or by reason of any provision of this Section 5.14. Nothing contained herein, express or implied: (i) shall not create be construed to establish, amend or modify any right in any other Personbenefit plan, program, agreement or arrangement (including any employees, former employees, any participant in any Company Employee AMID Benefit Plan or SXE Benefit Plan); (ii) shall alter or limit AMID or AMID GP’s ability to amend, modify or terminate any beneficiary thereofbenefit plan, of program, agreement or arrangement (including any AMID Benefit Plan or SXE Benefit Plan); or (iii) is intended to confer upon any SXE Employee any right to employment or continued employment with Parent, Company, the Surviving Corporation or for any period of their Affiliates. Nothing in this Section 7.18 shall be deemed to amend any Parent Benefit Plan or to require Parent, the Surviving Corporation or any time by reason of their Affiliates to continue or amend any particular benefit plan before or after the consummation of the transactions contemplated in this Agreement, or any right to a particular term or condition of employment. (d) Within 30 days preceding the Closing, SXE GP shall take all necessary action to terminate and any such plan may be amended or terminated liquidate the SXE Non-Employee Director Deferred Compensation Plan (the “DCP”) pursuant to Treasury Regulations Section 1.409A-3(j)(4)(ix) (in accordance with its terms and Applicable Lawthe DCP’s terms, as amended to permit a lump sum payout in the form of a cash payment).

Employee Matters. (a) From Except for specific benefit plans otherwise addressed in this Section 5.8, during the period commencing at the Effective Time and ending on the first anniversary of the Closing Date, SYBT shall provide each employee of FMB and its Subsidiaries who at SYBT’s discretion continues to be employed by SYBT or the SYBT Subsidiaries following the Effective Time (collectively, the “Continuing Employees”) with compensation and employee benefits that are substantially comparable in the aggregate to the lesser of (i) compensation and employee benefits provided prior to the Closing Date, or (ii) compensation and employee benefits provided to similarly situated employees of SYBT and the SYBT Subsidiaries; such that, until such time as the Continuing Employees commence participating in SYBT Benefit Plans and programs, the foregoing obligations shall be deemed satisfied by the Continuing Employees’ continued level of compensation and participation in FMB Benefits Plans, or a mixture of SYBT Benefit Plans and FMB Benefit Plans, as the case may be for transition or termination of each such plan or program, it being understood that participation in different SYBT Benefit Plans and programs may commence at different times. Notwithstanding the foregoing, Executive Fringe Benefits shall not be included as compensation or employee benefits to be provided to the Continuing Employees; rather, SYBT shall provide such fringe benefits and perquisites as it determines in its sole discretion to be appropriate for any of the Continuing Employees. (b) Prior to the Effective Time, if requested by SYBT, to the extent permitted by applicable Law and the terms of the applicable plan or arrangement, FMB or a FMB Subsidiary shall cause to be amended or terminated (at SYBT’s discretion) any FMB Benefit Plan to the extent necessary to provide that no employee of SYBT shall continue or commence participation therein following the Effective Time. (c) FMB will use commercially reasonable best efforts to assist SYBT in obtaining on or prior to the Effective Time each Continuing Employee’s agreement to SYBT’s (or a SYBT Subsidiary’s) standard non-solicitation and other standard agreements required by SYBT (or any SYBT Subsidiary) of newly-hired employees (“Continuing Employee Agreements”). (d) Unless otherwise addressed in an employment agreement entered into with SYBT or SY Bank or an existing employment agreement, severance agreement, or with respect to Continuing Employees who have retention bonus or change in control agreements with FMB or FM Bank that require payment at or shortly after the Effective Time, SYBT shall, or shall cause one of its Subsidiaries to, provide to those employees of FMB or any of the FMB Subsidiaries, as of the Effective Time (i) who SYBT or its subsidiaries elect not to employ after the Effective Time or who become Continuing Employees but are terminated by SYBT or any SYBT Subsidiary other than for cause within twelve (12) months after the Closing Date, and (ii) who sign and deliver SYBT’s standard form of termination, release, and non-solicitation agreement, a severance payment (payable, net of deductions, in a lump-sum payment after satisfaction within 60 days thereof of the applicable conditions for such payment) equal to two (2) weeks of pay, at their base rate of pay in effect at the time of termination, for each full year of continuous service with FMB or any of the FMB Subsidiaries and their successors, with a minimum of four (4) weeks and up to a maximum of twenty-six (26) weeks. Except as set forth on Schedule 5.8(d), no severance payment will be required with respect to employees who are paid change in control payments in connection with the transactions contemplated by this Agreement pursuant to agreements in effect with FMB or any of the Company or its FMB Subsidiaries immediately before the Effective Time who continue employment with the Surviving Corporation or any Subsidiary of the Surviving Corporation following the Effective Time (“Continuing Employees”), Parent shall use reasonable efforts to cause the service of each such Continuing Employee with the Company and its ERISA Affiliates prior to the Closing Date Effective Time. (e) With respect to be recognized for purposes of eligibility to participate, levels of benefits (but not for benefit accruals under any defined benefit or other pension or retirement plan) and vesting under each compensation, vacation, fringe or other welfare benefit plan, program or arrangement of Parent, Ultimate Parent, the Surviving Corporation or any of their ERISA Affiliates, but not including any sabbatical or equity compensation plans, programs, agreements or arrangements (collectively, the “Parent SYBT Benefit Plans”) Plans in which any Continuing Employee is or becomes Employees become eligible to participate, but solely to the extent service was credited to such employee for such purposes under a comparable Company Employee Plan immediately prior to the Closing Date and to the extent such credit would not result in a duplication of benefits. (b) From and participate on or after the Closing DateEffective Time, with respect to each Parent Benefit Plan that is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) in which any Continuing Employee is or becomes eligible to participate, Parent SYBT shall use commercially reasonable efforts to cause each such Parent Benefit Plan to to: (i) waive all limitations as to pre-existing conditions, any waiting periods, required physical examinations and exclusions periods with respect to participation and coverage requirements applicable under such Parent Benefit Plan for such to the applicable Continuing Employees and their eligible dependents under the SYBT Benefit Plans, except to the extent the waiting periods would apply under the analogous FMB Benefit Plan, and (ii) recognize all service of the applicable Continuing Employees with FMB and the FMB Subsidiaries for all purposes in any SYBT Benefit Plan to the same extent that such pre-existing conditions, waiting periods, required physical examinations and exclusions would not have applied or would have been waived the service was taken into account under the corresponding Company Employee analogous FMB Benefit Plan prior to the Effective Time; provided that the foregoing service recognition shall not apply (A) to the extent it would result in which such Continuing Employee was duplication of benefits for the same period of services, (B) for purposes of any defined benefit pension plan, or (C) for purposes of any benefit plan that is a participant frozen plan or provides grandfathered benefits. (f) If requested by SYBT in writing at least twenty (20) business days prior to the Effective Time, FMB shall cause any 401(k) plan sponsored or maintained by FMB or any of its Subsidiaries (the “FMB 401(k) Plan”) to be amended or terminated (at SYBT’s discretion) effective as of the day immediately prior to such the Effective Time and contingent upon the occurrence of the Closing. In the event that SYBT requests that any FMB 401(k) Plan be terminated, the Continuing Employee’s commencement of participation Employees shall be eligible to participate, effective as soon as practicable after the Effective Time, in such Parent Benefit the Stock Yards Bank & Trust Company 401(k) and Employee Stock Ownership Plan but, with respect (the “SY Bank KSOP”). FMB and SYBT shall take any and all actions as may be required to long-term disability and life insurance benefits and coverage, solely permit the Continuing Employees who are then actively employed to make rollover contributions to the extent permitted under SY Bank KSOP of “eligible rollover distributions” (with the terms and conditions meaning of Parent’s applicable insurance contracts in effect as Section 401(a)(31) of the Closing DateCode) in the form of cash, notes (in the case of loans) or a combination thereof. FMB shall provide SYBT with evidence that the FMB 401(k) Plan has been terminated or amended, as applicable, in accordance with this Section 5.8(f); provided, that prior to amending or terminating the FMB 401(k) Plan, FMB shall provide the form and substance of any applicable resolutions or amendments to SYBT for purposes review and approval (which approval shall not be unreasonably withheld, conditioned or delayed). (g) On and after the date hereof, any broad-based employee notices or communication materials (including any website posting) directed by either party to employees of clarityFMB or any FMB Subsidiary with respect to employment, compensation or benefits matters addressed in this Agreement or related, directly or indirectly, to the extent such benefit coverage includes eligibility conditions based on periods transactions contemplated by this Agreement shall be subject to the prior prompt review and comment of employment, Section 7.18(a) shall control; and (ii) provide each Continuing Employee and his or her eligible dependents with credit for any co-payments and deductibles paid in the calendar year thatother party, and prior the party seeking to distribute the date that, such Continuing Employee commences participation notice or communication shall consider in such Parent Benefit Plan in satisfying good faith revising the notice or communication to reflect any applicable co-payment comments or deductible requirements under such Parent Benefit Plan for advice that the applicable calendar year, to the extent that such expenses were recognized for such purposes under the comparable Company Employee Planother party timely and reasonably provides. (ch) The parties acknowledge and agree that all provisions contained Nothing in this Section 7.18 are included for the sole benefit Agreement shall confer upon any employee, director or consultant of FMB or any of the respective parties to this Agreement and shall not create any right in any other Person, including any employees, former employees, any participant in any Company Employee Plan FMB Subsidiaries or any beneficiary thereof, of affiliates any right to continued employment continue in the employ or service of SYBT, FMB, or any Subsidiary or affiliate thereof, or shall interfere with Parentor restrict in any way the rights of FMB, CompanySYBT or any Subsidiary or affiliate thereof to discharge or terminate the services of any employee, the Surviving Corporation director or consultant of FMB or any of their Affiliatesthe FMB Subsidiaries or affiliates at any time for any reason whatsoever, with or without cause (subject to the provisions of Sections 5.1 and 5.2 of this Agreement). Nothing in this Section 7.18 Agreement shall be deemed to amend (i) establish, amend, or modify any Parent FMB Benefit Plan, SYBT Benefit Plan or to require Parentany other benefit or employment plan, program, agreement or arrangement, or (ii) alter or limit the Surviving Corporation ability of SYBT or any of their Affiliates the SYBT Subsidiaries or affiliates to continue amend, modify or amend terminate any particular FMB Benefit Plan, SYBT Benefit Plan or any other benefit plan before or employment plan, program, agreement or arrangement after the consummation Effective Time. Without limiting the generality of the transactions contemplated Section 8.11, nothing in this Agreement, express or implied, is intended to or shall confer upon any person, including, without limitation, any current or former employee, director or consultant of FMB or any of the FMB Subsidiaries or affiliates, any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. (i) Without affecting the continuing receipt of benefits (and the conditions under which benefits are received) by current participants under such plans following the Closing, FMB will, or will cause the appropriate FMB Subsidiary (as applicable) to, unilaterally take action prior to Closing to terminate, effective as of prior to the Effective Time, all retiree medical insurance plans, retiree dental insurance plans, and retiree vision insurance plan. FMB will pay prior to Closing any such plan may costs required to be amended or terminated paid in accordance connection with its terms and Applicable Lawthe termination of the foregoing retiree plans.

Employee Matters. ​ ​ (a) From and after For a period of twelve (12) months following the Closing Date, with respect to employees Date (or until the date of termination of employment of the Company or its Subsidiaries immediately before the Effective Time who continue employment with the Surviving Corporation or any Subsidiary of the Surviving Corporation following the Effective Time (“relevant Continuing Employees”Employee, if sooner), Parent shall use reasonable efforts to cause the service of each such Continuing Employee with the Company Surviving Corporation and its ERISA Affiliates Subsidiaries to provide to each Company Service Provider who is employed immediately prior to the Closing (including any Company Service Provider who is not actively working on the Closing Date to be recognized for purposes as a result of eligibility to participate, levels an approved leave of benefits (but not for benefit accruals under any defined benefit or other pension or retirement planabsence) and vesting under each compensation, vacation, fringe or other welfare benefit plan, program or arrangement who remains in the employ of Parent, Ultimate Parent, the Surviving Corporation or any of their ERISA Affiliatesits Subsidiaries immediately after the Closing (each such individual, but not including any sabbatical a “Continuing Employee”) (i) base salary or wages and target annual cash bonus opportunity, in each case, that is no less favorable than the base salary or wages and target annual cash bonus opportunity to which such Continuing Employee was entitled immediately prior to the Closing and (ii) employee benefits (excluding, in each case and for the avoidance of doubt, defined benefit pension benefits, retiree or post-termination health or welfare benefits, nonqualified deferred compensation, severance, retention, change in control compensation, long-term bonus or incentive, or equity compensation plans, programs, agreements or equity-based plans or arrangements (collectively, “Excluded Benefits”)) that are substantially comparable in the aggregate to the employee benefits (other than Excluded Benefits) provided to such Continuing Employee as of immediately prior to the Effective Time. (b) Parent shall, and shall cause its Affiliates (including the Surviving Corporation and its Subsidiaries) to, cause any employee benefit plans (other than those providing for Excluded Benefits) established, maintained or contributed to by Parent or any of its Affiliates that cover any of the Continuing Employees following the Closing (collectively, the “Parent Benefit Plans”) in which any to recognize the pre-Closing service of Continuing Employees with the Company for purposes of vesting, eligibility to participate and future vacation benefit accrual to the same extent and for the same purpose that such Continuing Employee is or becomes eligible was entitled to participate, but solely to the extent service was credited to such employee credit for such purposes service under a comparable the analogous Company Employee Plan immediately prior to the Closing Date and Effective Time, except to the extent such service credit would not result in a duplication of benefits. (b) From and after benefits or compensation for the same period. For the year that includes the Closing Date, with respect to each Parent Benefit Plan that is an “employee welfare benefit plan” shall, and shall cause its Affiliates (as defined in Section 3(1including the Surviving Corporation and its Subsidiaries) of ERISA) in which any Continuing Employee is or becomes eligible to participateto, Parent shall use commercially reasonable efforts to cause each such Parent Benefit Plan to to: (i) waive all limitations as to any pre-existing conditionscondition limitations or exclusions, actively-at-work requirements and waiting periods, required physical examinations and exclusions with respect to participation and coverage requirements applicable periods under such any Parent Benefit Plan that is a group welfare plan for such participating Continuing Employees and their eligible dependents to the same extent that such pre-existing conditions, waiting periods, required physical examinations and exclusions would not have applied waived or would have been waived satisfied by the applicable Continuing Employee under the corresponding analogous Company Employee Plan in which such Continuing Employee was a participant immediately prior to such Continuing Employee’s commencement of participation in such Parent Benefit Plan but, with respect to long-term disability and life insurance benefits and coverage, solely to the extent permitted under the terms and conditions of Parent’s applicable insurance contracts in effect as of the Closing Date; provided, that for purposes of clarity, to the extent such benefit coverage includes eligibility conditions based on periods of employment, Section 7.18(a) shall control; Effective Time and (ii) provide credit to each participating Continuing Employee and his or her eligible dependents with credit under such Parent Plan for any co-payments and deductibles amounts paid in by the calendar year that, and Continuing Employee prior to the date thatClosing during the year in which the Closing occurs under any analogous Company Plan during the same period for purposes of applying deductibles, co-payments, offsets and out-of-pocket maximums as though such Continuing Employee commences participation amounts had been paid in accordance with the terms of such Parent Benefit Plan in satisfying any applicable co-payment or deductible requirements under such Parent Benefit Plan for the applicable calendar year, to the extent that such expenses were recognized for such purposes under the comparable Company Employee Plan. (c) The parties acknowledge and agree With respect to each Company Plan that all provisions contained in this Section 7.18 are included is an annual cash incentive compensation plan or arrangement (each, an “Annual Bonus Plan”), for the sole fiscal year in which the Closing occurs (the “Closing Year”), Parent shall, or shall cause its Affiliates (including the Surviving Corporation and any of its respective Subsidiaries) to continue such plan following the Closing in good faith and in the ordinary course of business substantially consistent in all material respects with the Company’s or its applicable Subsidiary’s past practice; provided that each Continuing Employee shall be paid an amount based on actual performance for the full Closing Year (the “Bonus Amount”), which amount shall be paid at substantially the same time as annual bonuses have historically been paid by the Company or its applicable Subsidiaries (but in no event later ​ ​ than the 15th day of the 3rd month following the Closing Year). The manner of calculating actual performance for such full Closing Year shall be consistent with the Company’s past practice prior to the Effective Time, and shall disregard expenses reasonably related to the transactions contemplated by this Agreement. Notwithstanding the foregoing, in the event that any Continuing Employee is terminated by Parent or its Affiliates (including the Surviving Corporation and any of its respective Subsidiaries) without Cause (as defined in the Chase Corporation Amended and Restated 2013 Equity Incentive Plan) or in accordance with ‎Section 7.04(c) of the Company Disclosure Schedule following the Closing but prior to the payment date for such bonus amounts, if any, Parent shall, and shall cause its Affiliates, including the Surviving Corporation and its Subsidiaries, to, pay to such Continuing Employee, at such time set forth in the preceding sentence, an amount equal to the applicable Bonus Amount but prorated based on the number of days the applicable Continuing Employee was employed during the Closing Year, except that, to avoid any duplicate payment of all or a portion of a Continuing Employee’s Bonus Amount for the Closing Year, the amount payable will be reduced by the value of any severance payment(s) such Continuing Employee is entitled to pursuant to any severance arrangement applicable to such Continuing Employee that is measured by reference to such Continuing Employees’ annual bonus for the Closing Year. With respect to each Annual Bonus Plan, for the fiscal year immediately preceding the Closing Year, to the extent that the bonuses have been earned (as determined in good faith and in all material respects consistent with the Company’s or its applicable Subsidiary’s past practice) but have not been paid prior to Closing, Parent shall, or shall cause its Affiliates (including the Surviving Corporation and any of its respective Subsidiaries) to pay such bonuses following Closing, which amounts shall be paid at substantially the same time as annual bonuses have historically been paid by the Company or its applicable Subsidiaries (but in no event later than the 15th day of the 3rd month following the end of such fiscal year). (d) Parent shall cause the Surviving Corporation and its Subsidiaries to continue to credit under any applicable Parent Plans each Continuing Employee for all vacation and personal holiday pay that such Continuing Employee is entitled to use but has not used as of the Closing. (e) Parent hereby acknowledges and agrees that a “change in control” (or similar phrase) within the meaning of the Company Plans will occur as of the Effective Time. (f) Without limiting the generality of ‎‎Section 11.06, the provisions of this ‎‎Section 7.04 are solely for the benefit of the respective parties to this Agreement Agreement, and shall not create any right in no Company Service Provider or any other PersonPerson shall be regarded for any purpose as a third-party beneficiary of this ‎Section 7.04. Nothing herein shall (i) be deemed to establish, including any employees, former employees, any participant in amend or modify any Company Employee Plan or any beneficiary thereofother benefit plan, program, policy, agreement or arrangement, (ii) prohibit or limit the ability of Parent or any right to continued employment with Parentof its Affiliates (including, Companyfollowing the Closing, the Surviving Corporation and its Subsidiaries) to amend, modify or terminate any benefit or compensation plan, program, policy, agreement or arrangement at any time maintained or sponsored by Parent, Merger Sub, the Company or any of their Affiliates. Nothing respective Affiliates or (iii) create or confer any right of employment, engagement or service or continued employment, engagement or service or any particular term or condition of employment, engagement or service for any Continuing Employee or any other Person. (g) Notwithstanding anything in this Section 7.18 Agreement to the contrary, the terms and conditions of employment for any employees covered by a Labor Agreement shall be deemed to amend any Parent Benefit Plan governed by ​ ​ the applicable Labor Agreement until the expiration, modification or to require Parent, the Surviving Corporation or any termination of their Affiliates to continue or amend any particular benefit plan before or after the consummation of the transactions contemplated in this Agreement, and any such plan may be amended or terminated Labor Agreement in accordance with its terms and Applicable or applicable Law.

Employee Matters. (a) From and after the Closing DateUntil December 31, with respect 2010, Parent shall provide to all employees of the Company or any of its Subsidiaries immediately before as of the Effective Time who continue employment with the Surviving Corporation or any Subsidiary of the Surviving Corporation following the Effective Time its Subsidiaries (“Continuing Employees”), Parent shall use reasonable efforts ) with compensation and benefits that are in the aggregate substantially equivalent to cause the service of each such Continuing Employee with compensation and benefits provided by the Company and its ERISA Affiliates Subsidiaries as in effect immediately prior to the Closing Date to be recognized Effective Time. (b) Parent shall ensure that, as of the Effective Time, each Continuing Employee receives full credit for all purposes of eligibility to participate, levels (other than the accrual of benefits (but not for benefit accruals under any a defined benefit or other pension or retirement plan) for service with the Company or any of its Subsidiaries (or predecessor employers to the extent the Company provides such past service credit) under the comparable employee benefit plans, programs and vesting under each compensation, vacation, fringe or other welfare benefit plan, program or arrangement policies of Parent, Ultimate Parent, the Surviving Corporation or any Affiliate of their ERISA Affiliatesthe Surviving Corporation, but not including any sabbatical or equity compensation plansas applicable, programs, agreements or arrangements (collectively, the “Parent Benefit Plans”) in which such employee becomes a participant. 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 Employee is or becomes eligible Employees, Parent shall (i) cause to participatebe waived any waiting period requirements, but solely to insurability requirements and the extent service was credited to application of any pre-existing condition limitations under such employee for such purposes under a comparable Company Employee Plan immediately prior to the Closing Date and plan to the extent such credit requirements or limitations would not result in a duplication of benefits. apply under the Company’s plans and (bii) From and after the Closing Date, with respect to cause each Parent Benefit Plan that is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) in which any Continuing Employee is or becomes eligible to participate, Parent shall use reasonable efforts to cause each such Parent Benefit Plan to (i) waive all limitations as to pre-existing conditions, waiting periods, required physical examinations and exclusions with respect to participation and coverage requirements applicable be given credit under such Parent Benefit Plan plan for such Continuing Employees and their eligible dependents to the same extent that such pre-existing conditions, waiting periods, required physical examinations and exclusions would not have applied or would have been waived under the corresponding Company Employee Plan in which all amounts paid by such Continuing Employee was a participant immediately prior to under any similar Company benefit plan for the plan year that includes the Effective Time for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such Continuing Employee’s commencement of participation amounts had been paid in such Parent Benefit Plan but, accordance with respect to long-term disability and life insurance benefits and coverage, solely to the extent permitted under the terms and conditions of Parent’s applicable insurance contracts in effect as of the Closing Date; provided, that for purposes of clarity, to the extent such benefit coverage includes eligibility conditions based on periods of employment, Section 7.18(a) shall control; and (ii) provide each Continuing Employee and his or her eligible dependents with credit for any co-payments and deductibles paid in the calendar year that, and prior to the date that, such Continuing Employee commences participation in such Parent Benefit Plan in satisfying any applicable co-payment or deductible requirements under such Parent Benefit Plan for the applicable calendar year, to the extent that such expenses were recognized for such purposes under the comparable Company Employee Plan. (c) The parties acknowledge and agree that all provisions contained in this Section 7.18 are included for the sole benefit of the respective parties to this Agreement and shall not create any right in any other Person, including any employees, former employees, any participant in any Company Employee Plan or any beneficiary thereof, of any right to continued employment with Parent, Company, the Surviving Corporation or any of their Affiliates. Nothing in this Section 7.18 shall be deemed to amend any Parent Benefit Plan or to require plans maintained by Parent, the Surviving Corporation or any of their Affiliates to continue or amend any particular benefit such Affiliate, as applicable, for the plan before or after year in which the consummation Effective Time occurs. (c) Parent agrees that the Executive Severance Plan, Employee Severance Plan, Executive Retention Plan, Employee Retention Plan and the Relocation Home Loan Program shall not be rescindable. (d) Parent and the Surviving Corporation shall pay the Continuing Employees the earned and accrued bonus, if any, under the 2009 Bonus Plan (“Bonus Plan”) at the time the 2009 bonus otherwise will be paid under the terms of the transactions contemplated Bonus Plan, based upon achievement of the Bonus Plan performance targets. For any Company employee entitled to participate in this Agreementthe Bonus Plan who experiences a “Covered Termination” as such term is defined in the Company’s Executive and Employee Severance Plans, Parent and the Surviving Corporation shall agree to pay a pro rata portion (determined based on the number of days worked in 2009) of such employee’s 2009 bonus (determined based on 2009 job level classification) and in determining the amount of bonus, treat the applicable corporate performance goals that would have been measured as of the end of 2009 as being deemed achieved on an 80% basis, or as otherwise reasonably agreed between Parent and the Surviving Corporation, but the year to date achievement of any such plan may other performance goals would still have to be amended or terminated in accordance with its terms assessed. Notwithstanding Section 6.01(l)(ii), Parent and Applicable Lawthe Surviving Corporation agree to allow the Company to amend the Executive and Employee Severance Plans to reflect the preceding sentences.

Employee Matters. (a) From On and after the Closing DateClosing, with respect to employees of until at least the Company or its Subsidiaries immediately before 90th day after the Effective Time who continue employment with the Surviving Corporation or any Subsidiary of the Surviving Corporation following the Effective Time (“Continuing Employees”)Closing, Parent shall use reasonable efforts to cause the service Surviving Entity to provide each employee of each such Target or any of its affiliates who is retained by the Surviving Entity or any of their affiliates following the Closing (each, a “Continuing Employee”) with (i) salary that is not less than the Continuing Employee’s salary immediately prior to the Closing, and (ii) the benefit plans, programs and arrangements that are currently provided to the Parent’s employees under Parent’s benefit plans, programs and arrangements. Each Continuing Employee shall be given credit under such plan for the last continuous period of service with the Company Target and its ERISA Affiliates affiliates prior to the Closing Date to be recognized for purposes of determining eligibility to participate, levels vesting in benefits and vacation and severance benefits, but for no other purpose (including, without limiting the generality of benefits (but not for benefit accruals under any defined benefit or other pension or retirement plan) and vesting under each compensation, vacation, fringe or other welfare benefit plan, program or arrangement of Parent, Ultimate Parentthe foregoing, the Surviving Corporation or any of their ERISA Affiliates, but not including any sabbatical or equity compensation plans, programs, agreements or arrangements (collectively, the “Parent Benefit Plans”) in which any Continuing Employee is or becomes eligible to participate, but solely to the extent service was credited to such employee for such purposes under a comparable Company Employee Plan immediately prior to the Closing Date and to the extent such credit would not result in a duplication accrual of benefits.); (b) From and after Parent agrees that, upon the Closing DateClosing, with respect each Continuing Employee shall be immediately eligible to each Parent Benefit Plan that is an “employee welfare benefit plan” participate in Parent’s group health plan (as defined in Section 3(15000(b)(1) of ERISAthe Code) in which (and Parent shall cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre- existing condition limitations under such plan), and such Continuing Employee shall be credited towards the deductibles, coinsurance and maximum out-of-pocket provisions, imposed under such group health plan, for the calendar year during which the Closing Date occurs, with any applicable expenses already incurred during the portion of the year preceding the Closing Date under the applicable group health plans of the Company; provided, however, such obligation of Parent is or becomes eligible contingent on Target furnishing sufficient information in sufficiently usable form to participateenable Parent to reasonably administer its plan. As of the Closing Date, Parent shall use reasonable efforts or shall cause the Surviving Entity or relevant affiliate to, credit to cause each such Parent Benefit Plan to (i) waive all limitations as to pre-existing conditions, waiting periods, required physical examinations and exclusions with respect to participation and coverage requirements applicable under such Parent Benefit Plan for such the Continuing Employees the amount of vacation time that such employees had accrued under any of Target’s vacation policies as of the Closing Date; (c) Parent shall, or shall cause the Surviving Entity or relevant affiliate to, assume and honor in accordance with their eligible dependents terms all change in control and termination agreements (including any change in control provisions therein) set forth in Section 4.17 of the Target Disclosure Letter applicable to employees of the Target arising from completion of the Transactions in the same manner and to the same extent that Target would be required to perform and honor such pre-existing conditionsagreements if the transactions contemplated by this Agreement had not been consummated. Provided, waiting periods, required physical examinations and exclusions would not have applied or would have been waived under the corresponding Company Employee Plan in which such Continuing Employee was a participant immediately prior to such Continuing Employee’s commencement of participation in such Parent Benefit Plan but, with respect to long-term disability and life insurance benefits and coverage, solely to the extent permitted under the terms and conditions of Parent’s applicable insurance contracts in effect as of the Closing Date; providedhowever, that for purposes of clarity, to the extent such benefit coverage includes eligibility conditions based on periods of employment, Section 7.18(a) shall control; and (ii) provide each Continuing Employee and his or her eligible dependents with credit for any co-payments and deductibles paid in the calendar year that, and prior to the date that, such Continuing Employee commences participation in such Parent Benefit Plan in satisfying any applicable co-payment or deductible requirements under such Parent Benefit Plan for the applicable calendar year, to the extent that Parent or the Surviving Entity or any other affiliate of Parent offers employment to any employee of the Target following completion of the Merger, such expenses were recognized for such purposes under employment shall be on terms concerning future changes of control and termination agreed to between the comparable Company Employee Plan. (c) The parties acknowledge employee and agree Parent or its affiliate that all provisions contained are consistent with the terms currently in this Section 7.18 are included effect for the sole benefit employees of the respective parties to this Agreement Parent and shall not create any right in any other Person, including any employees, former employees, any participant in any Company Employee Plan or any beneficiary thereof, of any right to continued employment with Parent, Company, the Surviving Corporation or any of their Affiliates. Nothing in this Section 7.18 shall be deemed to amend any Parent Benefit Plan or to require Parent, the Surviving Corporation or any of their Affiliates to continue or amend any particular benefit plan before or after the consummation of the transactions contemplated in this Agreement, and any such plan may be amended or terminated in accordance with its terms and Applicable Lawaffiliates.

Employee Matters. (a) From It is Parent’s and after the Closing DateCompany’s intention that, with respect to employees for a period of one (1) year following the Effective Time, individuals who are employed by the Company or any of its Subsidiaries immediately before prior to the Effective Time who and that continue employment with to be employed by Parent or any of its Subsidiaries, including the Surviving Corporation or any Subsidiary of the Surviving Corporation Corporation, following the Effective Time (each, a “Continuing EmployeesPost-Merger Employee”)) and individuals who are employed by Parent or any of its Subsidiaries immediately prior to the Effective Time and that continue to be employed by Parent or any of its Subsidiaries following the Effective Time shall be provided with salaries and benefits that are in the aggregate approximately equal to the salaries and benefits (other than equity compensation) they received prior to the Effective Time, it being understood that Parent shall use reasonable efforts review the salaries and benefits of its and its Subsidiaries’ employees from time to cause time in order to determine the most appropriate way to compensate and incentivize Post-Merger Employees, and accordingly may make such changes in the compensation and benefits that Parent determines to be in the best interests of Parent from time to time. (b) It is Parent’s and the Company’s intention that, each Post-Merger Employee shall be given credit for all service of each such Continuing Employee with the Company and its ERISA Affiliates prior to Subsidiaries and their respective predecessors under any employee benefit plan of Parent, the Closing Date to be recognized Surviving Corporation, or any of their Subsidiaries, including any such plans providing vacation, sick pay, severance and retirement benefits maintained by Parent or its Subsidiaries in which such Post-Merger Employees participate for purposes of eligibility eligibility, vesting and entitlement to participatebenefits, levels of including for severance benefits and vacation entitlement (but not for benefit accruals under any defined benefit or other accrual of pension or retirement plan) and vesting under each compensationbenefits), vacation, fringe or other welfare benefit plan, program or arrangement of Parent, Ultimate Parent, the Surviving Corporation or any of their ERISA Affiliates, but not including any sabbatical or equity compensation plans, programs, agreements or arrangements (collectively, the “Parent Benefit Plans”) in which any Continuing Employee is or becomes eligible to participate, but solely to the extent past service was credited to such employee recognized for such purposes Post-Merger Employees under a the comparable Company Employee Plan Plans immediately prior to the Closing Date and Effective Time. Notwithstanding the foregoing, nothing in this Section 6.13 shall be construed to the extent such credit require crediting of service that would not result in a (i) duplication of benefitsbenefits or (ii) service credit for benefit accruals under a defined benefit pension plan. (bc) From In the event of any change in the welfare benefits provided to Post-Merger Employees following the Effective Time, it is Parent’s and after the Closing Date, with respect to each Parent Benefit Plan Company’s intention that is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) in which any Continuing Employee is or becomes eligible to participate, Parent shall use its reasonable best efforts to cause each such Parent Benefit Plan to (i) waive the waiver of all limitations as to pre-existing conditions, exclusions and waiting periods, required physical examinations and exclusions periods with respect to participation and coverage requirements applicable under such Parent Benefit Plan for such Continuing to the Post-Merger Employees (and their eligible dependents to the same extent that such pre-existing conditions, waiting periods, required physical examinations and exclusions would not have applied or would have been waived dependents) under the corresponding Company Employee Plan any welfare benefit plans in which such Continuing Employee was a participant immediately prior to such Continuing Employee’s commencement of participation in such Parent Benefit Plan but, with respect to longPost-term disability and life insurance benefits and coverage, solely to Merger Employees participate following the extent permitted under the terms and conditions of Parent’s applicable insurance contracts in effect as of the Closing Date; provided, that for purposes of clarityEffective Time, to the extent that such benefit coverage includes eligibility conditions based on conditions, exclusions or waiting periods would not apply in the absence of employmentsuch change, Section 7.18(a) shall control; and (ii) provide for the plan year in which the Effective Time occurs, the crediting of each Continuing Post-Merger Employee and (or his or her eligible dependents dependents) with credit for any co-payments and deductibles paid in the calendar year that, and prior to the date that, any such Continuing Employee commences participation in such Parent Benefit Plan change in satisfying any applicable codeductible or out-payment or deductible of-pocket requirements under after such Parent Benefit Plan for the applicable calendar year, to the extent that such expenses were recognized for such purposes under the comparable Company Employee Planchange. (cd) The parties acknowledge and agree Nothing in this Section 6.13, express or implied, shall confer upon any Company Employee, or any legal representative or beneficiary thereof, any rights or remedies, including any right to employment or continued employment for any specified period, or compensation or benefits of any nature or kind whatsoever under this Agreement. Nothing in this Section 6.13, express or implied, shall be construed to prevent Parent from terminating or modifying to any extent or in any respect any benefit plan that all provisions Parent may establish or maintain. Notwithstanding anything to the contrary contained in this Section 7.18 are included for the sole benefit of the respective parties to 6.13, nothing contained in this Agreement and shall not create any right in any other Person, including any employees, former employees, any participant in be treated as an amendment to any Company Employee Plan or any beneficiary thereof, creation of any right to continued employment with Parent, Company, the Surviving Corporation or any of their Affiliates. Nothing in this Section 7.18 shall be deemed to amend any Parent Benefit Plan or to require Parent, the Surviving Corporation or any of their Affiliates to continue or amend any particular an employee benefit plan before or after the consummation of the transactions contemplated in this Agreement, and any such plan may be amended or terminated in accordance with its terms and Applicable Lawplan.

Employee Matters. (a) Subject to Section 6.11(d) below, from the Expiration Date through the Effective Time, Parent shall permit the Company to continue the employment, compensation and benefits of its employees on the same or substantially similar terms and conditions in all material respects as are in effect as of the date of this Agreement. From and after the Closing DateEffective Time, with respect to Parent or the Surviving Corporation shall permit all employees of the Company or its Subsidiaries immediately before the Effective Time who continue employment with the Surviving Corporation or any Subsidiary remain employees of the Surviving Corporation following the Effective Time (the “Continuing Employees”)) to participate in the benefit plans, programs, and arrangements of Parent and the Surviving Corporation (the “Parent Plans”) to the same extent as similarly situated employees of Parent or its Subsidiaries. Without limiting the foregoing, for a period of one (1) year following the Effective Time, Parent shall use reasonable efforts provide or cause to be provided to each Continuing Employee who is not a participant in the Company’s executive severance plan severance benefits that are equal to the severance benefits that would be provided by the Company to such Continuing Employee on the date of this Agreement. Parent shall cause the Surviving Corporation to assume and honor in accordance with their terms the Company’s executive severance plan and related supplemental employment terms agreements applicable to the Continuing Employees who were the executive officers of the Company. (b) With respect to the Continuing Employees, Parent shall treat and cause the applicable Parent Plans to treat the service of each such the Continuing Employee Employees with the Company and its ERISA Affiliates Acquired Corporations prior to the Closing Date Effective Time as service rendered to be recognized Parent or any Affiliate of Parent for purposes of eligibility to participate, levels vesting and level of benefits (including vacation), including applicability of minimum waiting periods for participation, but not for benefit accruals under any defined benefit or other pension or retirement plan) and vesting under each compensationaccrual. Parent shall use commercially reasonable efforts to provide that no such Continuing Employee, vacation, fringe or other welfare benefit plan, program or arrangement of Parent, Ultimate Parent, the Surviving Corporation or any of their ERISA Affiliates, but not including any sabbatical or equity compensation plans, programs, agreements or arrangements (collectively, the “Parent Benefit Plans”) in which any Continuing Employee is or becomes eligible to participate, but solely to the extent service was credited to such employee for such purposes under a comparable Company Employee Plan immediately prior to the Closing Date and to the extent such credit would not result in a duplication of benefits. (b) From and after the Closing Date, with respect to each Parent Benefit Plan that is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) in which any Continuing Employee is or becomes eligible to participate, Parent shall use reasonable efforts to cause each such Parent Benefit Plan to (i) waive all limitations as to pre-existing conditions, waiting periods, required physical examinations and exclusions with respect to participation and coverage requirements applicable under such Parent Benefit Plan for such Continuing Employees and their eligible dependents to the same extent that such pre-existing conditions, waiting periods, required physical examinations and exclusions would not have applied or would have been waived under the corresponding Company Employee Plan in which such Continuing Employee was a participant immediately prior to such Continuing Employee’s commencement of participation in such Parent Benefit Plan but, with respect to long-term disability and life insurance benefits and coverage, solely to the extent permitted under the terms and conditions of Parent’s applicable insurance contracts in effect as of the Closing Date; provided, that for purposes of clarity, to the extent such benefit coverage includes eligibility conditions based on periods of employment, Section 7.18(a) shall control; and (ii) provide each Continuing Employee and his or her eligible dependents with credit for any co-payments and deductibles paid dependents, who, at the Effective Time, are participating in the calendar year thatCompany’s group health plan shall be excluded from Parent’s group health plan, and prior to the date thator limited in coverage thereunder, such Continuing Employee commences participation in such Parent Benefit Plan in satisfying by reason of any applicable cowaiting period restriction or pre-payment or deductible requirements under such Parent Benefit Plan for the applicable calendar year, to the extent that such expenses were recognized for such purposes under the comparable Company Employee Planexisting condition limitation. (c) The parties acknowledge and agree that all provisions Nothing contained in this Section 7.18 are included for shall require or imply that the sole benefit employment of the respective employees of the Acquired Corporations who are employed at the Effective Time will continue for any particular period of time following the Effective Time. This Section is not intended, and shall not be deemed, to confer any rights or remedies upon any Person other than the parties to this Agreement and their respective successors and permitted assigns, to create any agreement of employment with any Person or to otherwise create any third-party beneficiary hereunder, or to be interpreted as an amendment to any Parent Plan. (d) Effective on the day immediately prior to the Effective Time, the Company shall terminate its 401(k) Plan pursuant to resolutions of the Company Board (unless Parent provides written notice to the Company no later than three (3) business days prior to the Effective Time that such 401(k) Plan shall not create any right in any other Personbe terminated). At the request of Parent, the Company shall provide Parent with evidence that such 401(k) Plan has been terminated (effective no later than the date stated above). The form and substance of such resolutions shall be subject to review and approval of Parent. If Parent shall require the Company to terminate its 401(k) plan before the Effective Time, Parent shall permit each Continuing Employee to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including any employees, former employees, any all participant loans) in any Company cash or notes (in the case of participant loans) in an amount equal to the eligible rollover distribution portion of the account balance distributed to such Continuing Employee Plan or any beneficiary thereof, from the Company’s 401(k) plan to an “eligible retirement plan” (within the meaning of any right to continued employment with Parent, Company, Section 401(a)(31) of the Surviving Corporation Code) of Parent or any of their Affiliates. Nothing in this Section 7.18 shall be deemed to amend any Parent Benefit Plan or to require Parent, the Surviving Corporation or any of their Affiliates to continue or amend any particular benefit plan before or after the consummation of the transactions contemplated in this Agreement, and any such plan may be amended or terminated in accordance with its terms and Applicable LawSubsidiaries.

Employee Matters. (ai) From and Immediately after the Closing DateEffective Time and by virtue of the Merger, with respect to the employees of the Company or its Subsidiaries immediately before any Subsidiary will become employees of the Effective Time who continue Surviving Corporation (the “Affected Employees”). The Affected Employees shall be (A) employees at will and (B) subject to and employed in compliance with Parent’s applicable human resources policies and procedures. Parent hereby reserves the right to reassign, terminate and/or change the positions of all Affected Employees, subject to any written employment with agreement between individual Affected Employees and the Surviving Corporation or Parent. Subject to the two immediately preceding sentences, until December 31, 2005, any Subsidiary Affected Employees shall be provided base salary or hourly wage rates, bonus incentive compensation opportunities and employee benefits that are no less favorable in any material respect than those currently in effect for such Affected Employees, whether or not equivalent to those that are provided to Parent’s employees whom it deems to be similarly situated; provided, however that (x) Parent shall not be obligated to increase the base salary or hourly wage rates, bonus incentive compensation opportunities or employee benefits of any Affected Employee and (y) any bonuses proposed to be paid by the Surviving Corporation to the Affected Employees for the year ending December 31, 2004, shall be included as a reserve on the Closing Balance Sheet. (ii) Following the Effective Time, Parent shall, or shall cause its affiliates to, recognize each Affected Employee’s service with the Company or any of its subsidiaries prior to the Effective Time (or such later transition date) as service with Parent and its affiliates in connection with any tax-qualified pension plan and welfare benefit plan (including paid time off, vacations and holidays) maintained by Parent or any of its affiliates in which such Affected Employee participates and which is made available following the Effective Time (“Continuing Employees”), by Parent shall use reasonable efforts to cause the service or any of each such Continuing Employee with the Company and its ERISA Affiliates prior to the Closing Date to be recognized affiliates for purposes of any waiting period, vesting, eligibility to participate, levels of benefits and benefit entitlement (but not for excluding benefit accruals under any defined benefit pension plan). Parent shall, or other pension or retirement plan) and vesting under each compensationshall cause its affiliates to, vacationwaive any pre-existing condition exclusions, fringe or other welfare benefit planevidence of insurability provisions, program or arrangement of Parent, Ultimate Parent, the Surviving Corporation waiting period requirements or any similar provision under any of their ERISA Affiliates, but not including any sabbatical or equity compensation plans, programs, agreements or arrangements (collectively, the “Parent Benefit Plans”) in which any Continuing Employee is or becomes eligible to participate, but solely to the extent service was credited to such employee for such purposes under a comparable Company Employee Plan immediately prior to the Closing Date and to the extent such credit would not result in a duplication of benefits. (b) From and after the Closing Date, with respect to each Parent Benefit Plan that is an “employee welfare benefit plan” plans (as defined in Section 3(1) of ERISA) maintained by Parent or any of its affiliates in which any Continuing Employee is or becomes eligible to participateAffected Employees participate following the Effective Time. In addition, Parent Affected Employees shall use reasonable efforts to cause each such Parent Benefit Plan to (i) waive all limitations as to pre-existing conditions, waiting periods, required physical examinations and exclusions with respect to participation and coverage requirements applicable under such Parent Benefit Plan for such Continuing Employees and their eligible dependents to the same extent that such pre-existing conditions, waiting periods, required physical examinations and exclusions would not have applied or would have been waived under the corresponding Company Employee Plan in which such Continuing Employee was a participant immediately prior to such Continuing Employee’s commencement of participation in such Parent Benefit Plan but, with respect to long-term disability and life insurance benefits and coverage, solely to the extent permitted under the terms and conditions of Parent’s applicable insurance contracts in effect as of the Closing Date; provided, that for purposes of clarity, to the extent such benefit coverage includes eligibility conditions based on periods of employment, Section 7.18(a) shall control; and (ii) provide each Continuing Employee and his or her eligible dependents with receive credit for any co-payments payments, deductibles and deductibles paid in annual out-of-pocket expenses incurred under the welfare plans of the Company or any of its affiliates during the 2004 calendar year thatyear, and but prior to the date that, Effective Time (or such Continuing Employee commences participation in such Parent Benefit Plan in satisfying any applicable later transition date) for purposes of the corresponding co-payment or deductible requirements payments, deductibles and annual out-of-pocket expenses under such welfare plans of Parent Benefit Plan for the applicable calendar year, to the extent that such expenses were recognized for such purposes under the comparable Company Employee Plan. (c) The parties acknowledge and agree that all provisions contained in this Section 7.18 are included for the sole benefit of the respective parties to this Agreement and shall not create any right in any other Person, including any employees, former employees, any participant in any Company Employee Plan or any beneficiary thereof, of any right to continued employment with Parent, Company, the Surviving Corporation or any of their Affiliates. Nothing in this Section 7.18 shall be deemed to amend any Parent Benefit Plan or to require Parent, its affiliates for the Surviving Corporation or any of their Affiliates to continue or amend any particular benefit plan before or after the consummation of the transactions contemplated in this Agreement, and any such plan may be amended or terminated in accordance with its terms and Applicable Law2004 calendar year.

Employee Matters. (a) From During the period commencing at the Effective Time and after ending on the Closing Datefirst anniversary of the Effective Time, with respect Parent shall provide or cause its Subsidiaries to employees provide to each employee of the Company or its Subsidiaries immediately before the Effective Time who continue employment with the Surviving Corporation continues to be employed by Parent or any Subsidiary of the Surviving Corporation its Subsidiaries following the Effective Time (collectively, the “Continuing Employees”)) for so long as such Continuing Employee remains employed by Parent during such period, (i) a base salary or base wage rate, as applicable, that is no less than that provided to such Continuing Employee immediately prior to the Effective Time, (ii) a target quarterly and/or annual cash bonus or commission opportunity, as applicable, that is no less favorable than that provided to such Continuing Employee immediately prior to the Effective Time, and (iii) other compensation opportunities and employee benefits (including, without limitation, equity or equity-based compensation and severance, retirement, health and welfare benefits) that are no less favorable in the aggregate than those provided to similarly situated employees of Parent and its Subsidiaries; provided that Parent may satisfy its obligation under this Section 5.5(a)(iii) for the period commencing at the Effective Time and ending on the earlier of (A) the first anniversary of the Effective Time and (B) December 31, 2018 (the earlier such date, the “Benefit Plan Transition Date”) by providing employee benefits on terms that are no less favorable in the aggregate to those provided to such Continuing Employee by the Company and its Subsidiaries immediately prior to the Effective Time. (b) Following the Closing Date, Parent shall use reasonable efforts cause any Parent Benefit Plans in which the Continuing Employees are eligible to cause participate following the Closing Date to recognize the service of each such Continuing Employee with the Company and its ERISA Affiliates (and their respective predecessors) prior to the Closing Date to be recognized for purposes of eligibility to participateeligibility, levels of benefits vesting and benefit accrual (but not for other than benefit accruals under any defined benefit pension plans or other pension or retirement planretiree welfare plans) and vesting under each compensation, vacation, fringe or other welfare benefit plan, program or arrangement of Parent, Ultimate Parent, the Surviving Corporation or any of their ERISA Affiliates, but not including any sabbatical or equity compensation plans, programs, agreements or arrangements (collectively, the “such Parent Benefit Plans”) , in which any Continuing Employee is or becomes eligible to participateeach case, but solely to the same extent such service was credited to such employee for such purposes under a comparable Company Employee Plan recognized immediately prior to the Closing Date and Effective Time under comparable Company Benefit Plans; provided that such recognition of service shall not (i) operate to the extent such credit would not result in duplicate any benefits of a duplication of benefits. (b) From and after the Closing Date, Continuing Employee with respect to each the same period of service, or (ii) apply for purposes of any Parent Benefit Plan that is an “employee welfare benefit plan” (as defined in Section 3(1) grandfathered or frozen, either with respect to level of ERISA) benefits or participation. With respect to any Parent Benefit Plan that provides medical, dental, hospital, pharmaceutical or vision insurance benefits, for the plan year in which any such Continuing Employee is or becomes first eligible to participate, Parent shall use reasonable efforts (A) cause any preexisting condition limitations or eligibility waiting periods under such plan to cause each such Parent Benefit Plan to (i) waive all limitations as to pre-existing conditions, waiting periods, required physical examinations and exclusions be waived with respect to participation and coverage requirements applicable under such Parent Benefit Plan for such Continuing Employees Employee and their eligible his or her covered dependents to the same extent that such pre-existing conditions, waiting periods, required physical examinations and exclusions would not have applied or limitation would have been waived or satisfied under the corresponding Company Employee Plan Benefit Plans in which such Continuing Employee was a participant and his or her covered dependents participated immediately prior to such Continuing Employee’s commencement of participation in such Parent Benefit Plan butthe Effective Time, with respect to long-term disability and life insurance benefits and coverage, solely to the extent permitted under the terms and conditions of Parent’s applicable insurance contracts in effect as of the Closing Date; provided, that for purposes of clarity, to the extent such benefit coverage includes eligibility conditions based on periods of employment, Section 7.18(a) shall control; and (iiB) provide credit each Continuing Employee and his or her eligible dependents with credit for an amount equal to any co-payments and deductibles paid in the calendar year thatmedical, and prior to the date that, dental or vision expenses incurred by such Continuing Employee commences participation in the plan year in which such Continuing Employee is first eligible to participate in such Parent Benefit Plan in satisfying Plan, for purposes of any applicable codeductible and annual out-payment or deductible of-pocket expense requirements under any such Parent Benefit Plan for the applicable calendar year, to the extent that such expenses were recognized for such purposes would have been credited under the comparable Company Benefit Plans in which such Continuing Employee Planand his or her covered dependents participated immediately prior to the Effective Time. (c) The parties acknowledge If requested by Parent in writing not less than fifteen Business Days before the anticipated Closing Date, the Company Board of Directors (or the appropriate committee thereof) shall adopt resolutions and agree take such other action as is necessary to terminate any Company Benefit Plan that all provisions contained is a defined contribution plan intended to be qualified under Section 401(a) of the Code (collectively, the “Company 401(k) Plan”), effective as of the day immediately prior to the Effective Time. In the event such request is made and the Company 401(k) Plan is terminated, then following the Effective Time and as soon as practicable following receipt of a favorable determination letter from the IRS regarding the termination of the Company 401(k) Plan, the assets thereof shall be distributed to the participants and Parent shall permit the Continuing Employees who are then actively employed by Parent or a Subsidiary thereof to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code) (excluding loans) distributed to such Continuing Employee from the Company 401(k) Plan to Parent’s 401(k) plan. (d) Nothing in this Section 7.18 Agreement shall confer upon any Continuing Employee or other service provider any right to continue in the employ or service of Parent or any Affiliate of Parent, or shall interfere with or restrict in any way the rights of Parent or any of its Affiliates, which rights are included hereby expressly reserved, to discharge or terminate the services of any Continuing Employee or other service provider at any time for any reason whatsoever, with or without cause. In no event shall the sole benefit terms of the respective parties to this Agreement and shall not create any right in any other Personbe deemed to (i) establish, including any employees, former employees, any participant in amend or modify any Company Employee Benefit Plan, Parent Benefit Plan or any beneficiary thereofother compensation or employee benefit plan, of any right to continued employment with program, agreement or arrangement maintained or sponsored by Parent, Company, the Surviving Corporation Corporation, the Company or any of their Subsidiaries or Affiliates. Nothing in this Section 7.18 shall be deemed ; or (ii) alter or limit the ability of Parent, the Surviving Corporation, the Company or any of their Subsidiaries or Affiliates to amend amend, modify or terminate any Company Benefit Plan, Parent Benefit Plan or to require Parentany other compensation or employee benefit plan, program, agreement or arrangement after the Surviving Corporation Closing Date. Without limiting the generality of Section 8.13, nothing in this Section 5.5 shall create any third party beneficiary rights in any person other than the Parties, including any Continuing Employee or current or former service provider of the Company or its Affiliates (or any of their Affiliates to continue beneficiaries or amend any particular benefit plan before or after the consummation of the transactions contemplated in this Agreement, and any such plan may be amended or terminated in accordance with its terms and Applicable Lawdependents thereof).

Employee Matters. (a) From Employees and after the Closing Date, with respect to former employees of the Company or H▇▇▇▇▇▇▇ Beach and its Subsidiaries immediately before the Effective Time who continue employment with the Surviving Corporation or any Subsidiary of the Surviving Corporation following the Effective Time (“Continuing Employees”), Parent shall use reasonable efforts to cause the service of each such Continuing Employee with the Company and its ERISA Affiliates prior to the Closing Date to be recognized for purposes of eligibility to participate, levels of are currently provided benefits (but not for under employee benefit accruals under any defined benefit or other pension or retirement plan) and vesting under each compensation, vacation, fringe or other welfare benefit plan, program or arrangement of Parent, Ultimate Parent, the Surviving Corporation or any of their ERISA Affiliates, but not including any sabbatical or equity compensation plans, programs, agreements policies or arrangements that are sponsored and maintained by H▇▇▇▇▇▇▇ Beach or a Subsidiary of H▇▇▇▇▇▇▇ Beach (collectively, the “H▇▇▇▇▇▇▇ Beach Benefit Plans”). On and after the Spin-Off Date, employees and former employees of H▇▇▇▇▇▇▇ Beach and its Subsidiaries will continue to receive benefits under the H▇▇▇▇▇▇▇ Beach Benefit Plans. Immediately prior to the Spin-Off Date, H▇▇▇▇▇▇▇ Beach will, and Parent will cause H▇▇▇▇▇▇▇ Beach to, withdraw from and cease its participation in the Combined Defined Benefit Plan for Parent and its Subsidiaries (the “Parent 11 Pension Plan”) and, as a result thereof, employees of H▇▇▇▇▇▇▇ Beach and its Subsidiaries will cease to participate in the Parent Pension Plan as active participants thereunder immediately prior to the Spin-Off Date but will continue to be entitled to receive any benefits that have previously accrued under the Parent Pension Plan, in accordance with the terms thereof, as in effect from time to time. The assets and Liabilities of the Parent Pension Plan (including the assets and Liabilities relating to the employees and former employees of H▇▇▇▇▇▇▇ Beach and its Subsidiaries) will remain with Parent and its Subsidiaries (other than H▇▇▇▇▇▇▇ Beach and its Subsidiaries) and no such assets or Liabilities will be transferred to H▇▇▇▇▇▇▇ Beach and its Subsidiaries as a result of the Spin-Off. In furtherance of, but without limiting the foregoing, effective as of the Spin-Off Date, (1) H▇▇▇▇▇▇▇ Beach and its Subsidiaries will have no Liability or obligations, and Parent agrees to assume and pay for any such Liabilities or obligations, under the Parent Pension Plan (the “Pension Plan Obligations”) and (2) H▇▇▇▇▇▇▇ Beach and its Subsidiaries will have no further responsibility for the administration of the Parent Pension Plan except as specified in the Transition Services Agreement. (b) Effective as of the Spin-Off Date (1) H▇▇▇▇▇▇▇ Beach and its Subsidiaries will have no Liability or obligations, and Parent agrees to assume and pay for any Liabilities or obligations under or relating to any nonqualified plans or other employee benefit plans or arrangements sponsored or maintained by Parent, including as required by, or imposed pursuant to, applicable Law (all of such plans or arrangements other than the Parent Pension Plan being referred to as the “Other Parent Plans” and all of such Liabilities or obligations described in this Section 4.1(b) being referred to as the “Other Parent Plan Obligations”) and (2) H▇▇▇▇▇▇▇ Beach and its Subsidiaries will have no responsibility for the administration of the Other Parent Plans. (c) Employees of Parent and its Subsidiaries (other than H▇▇▇▇▇▇▇ Beach and its Subsidiaries) are currently provided benefits under employee benefit plans, programs, policies or arrangements that are sponsored and maintained by Parent or its Subsidiaries (other than H▇▇▇▇▇▇▇ Beach and its Subsidiaries) (collectively, the “Parent Benefit Plans”). On and after the Spin-Off Date, employees of Parent and its Subsidiaries (but not employees of H▇▇▇▇▇▇▇ Beach and its Subsidiaries) in which any Continuing Employee is or becomes eligible will continue to participate, but solely to receive benefits under the extent service was credited to such employee for such purposes under a comparable Company Employee Plan immediately prior to the Closing Date and to the extent such credit would not result in a duplication of benefitsParent Benefit Plans. (bd) From and after On or before the Closing Spin-Off Date, with respect Parent, H▇▇▇▇▇▇▇ Beach and HB/PS will take such actions as they determine are necessary and advisable to each establish separate administrative services agreements and funding vehicles for H▇▇▇▇▇▇▇ Beach Benefit Plans and Parent Benefit Plan that is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) in which any Continuing Employee is or becomes eligible Plans and/or to participate, Parent shall use reasonable efforts to cause each such Parent Benefit Plan to (i) waive all limitations as to pre-existing conditions, waiting periods, required physical examinations and exclusions with respect to participation and coverage requirements applicable under such Parent Benefit Plan provide for such Continuing Employees and their eligible dependents to the same extent that such pre-existing conditions, waiting periods, required physical examinations and exclusions would not have applied or would have been waived under the corresponding Company Employee Plan in which such Continuing Employee was a participant immediately prior to such Continuing Employee’s commencement of participation in such Parent Benefit Plan but, with respect to long-term disability and life insurance benefits and coverage, solely to the extent permitted under the terms and conditions of Parent’s applicable insurance contracts in effect as of the Closing Date; provided, that for purposes of clarity, to the extent such benefit coverage includes eligibility conditions based on periods of employment, Section 7.18(a) shall control; and (ii) provide each Continuing Employee and his or her eligible dependents with credit for any co-payments and deductibles paid in the calendar year that, and prior to the date that, such Continuing Employee commences participation in such Parent Benefit Plan in satisfying any applicable co-payment or deductible requirements under such Parent Benefit Plan for the applicable calendar year, to the extent that such expenses were recognized for such purposes under the comparable Company Employee Plantransitional services related thereto. (c) The parties acknowledge and agree that all provisions contained in this Section 7.18 are included for the sole benefit of the respective parties to this Agreement and shall not create any right in any other Person, including any employees, former employees, any participant in any Company Employee Plan or any beneficiary thereof, of any right to continued employment with Parent, Company, the Surviving Corporation or any of their Affiliates. Nothing in this Section 7.18 shall be deemed to amend any Parent Benefit Plan or to require Parent, the Surviving Corporation or any of their Affiliates to continue or amend any particular benefit plan before or after the consummation of the transactions contemplated in this Agreement, and any such plan may be amended or terminated in accordance with its terms and Applicable Law.

Employee Matters. (a) From and after the Closing Date, with With respect to employees any employee benefit plans of the Company Parent or its Subsidiaries immediately before the Effective Time who continue employment with the Surviving Corporation in which any Continuing Employee becomes eligible to participate on or any Subsidiary of the Surviving Corporation following after the Effective Time (the “Continuing EmployeesNew Plans”), Parent shall or shall cause the Surviving Corporation to: (i) with respect to any New Plan that provides medical, dental, vision or prescription drug benefits, use commercially reasonable efforts to cause the service of each such Continuing Employee with the Company and its ERISA Affiliates prior to the Closing Date to be recognized for purposes of eligibility to participate, levels of benefits (but not for benefit accruals under any defined benefit or other pension or retirement plan) and vesting under each compensation, vacation, fringe or other welfare benefit plan, program or arrangement of Parent, Ultimate Parent, the Surviving Corporation or any of their ERISA Affiliates, but not including any sabbatical or equity compensation plans, programs, agreements or arrangements (collectively, the “Parent Benefit Plans”) in which any Continuing Employee is or becomes eligible to participate, but solely to the extent service was credited to such employee for such purposes under a comparable Company Employee Plan immediately prior to the Closing Date and to the extent such credit would not result in a duplication of benefits. (b) From and after the Closing Date, with respect to each Parent Benefit Plan that is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) in which any Continuing Employee is or becomes eligible to participate, Parent shall use reasonable efforts to cause each such Parent Benefit Plan to (iA) waive all limitations as to pre-existing conditions, exclusions and waiting periods, required physical examinations and exclusions periods with respect to participation and coverage requirements applicable under such Parent Benefit Plan for to each such Continuing Employees Employee and their his or her eligible dependents under any New Plans that replaces coverage under a Company Benefit Plan, except to the same extent that such pre-existing conditions, exclusions or waiting periods, required physical examinations and exclusions periods would not have applied or would have been waived apply under the corresponding analogous Company Employee Plan Benefit Plan, and (B) for the plan year in which such Continuing Employee was a participant immediately prior to such Continuing Employee’s commencement of participation in such Parent Benefit Plan but, with respect to long-term disability and life insurance benefits and coverage, solely to the extent permitted under the terms and conditions of Parent’s applicable insurance contracts in effect as of the Closing Date; providedoccurs, that for purposes of clarity, to the extent such benefit coverage includes eligibility conditions based on periods of employment, Section 7.18(a) shall control; and (ii) provide each such Continuing Employee and his or her eligible dependents with credit for any co-payments and or deductibles paid under an analogous Company Benefit Plan during the portion of the plan year in which the calendar year that, and Closing occurs through the Effective Time (to the same extent that such credit was given under such Company Benefit Plan prior to the date that, such Continuing Employee commences participation in such Parent Benefit Plan Effective Time) in satisfying any applicable codeductible or out-payment or deductible of-pocket requirements under such Parent Benefit Plan the applicable New Plans for the applicable calendar yearplan year in which the Closing occurs; and (ii) recognize all service of each such Continuing Employee with Company and its Subsidiaries (and their respective predecessors, if applicable) for all purposes in any New Plan; provided that the foregoing service recognition shall not apply (x) to the extent it would result in duplication of benefits for the same period of services, (y) for purposes of any defined benefit pension plan or benefit plan that such expenses were recognized for such purposes under the comparable Company Employee Planprovides retiree welfare benefits, or (z) to any benefit plan that is a frozen plan or provides grandfathered benefits. (cb) The parties acknowledge and agree that all provisions contained Nothing in this Section 7.18 are included for the sole benefit Agreement shall confer upon any employee, officer, director or consultant of the respective parties to this Agreement and shall not create any right in any other Person, including any employees, former employees, any participant in any Company Employee Plan or any beneficiary thereof, of its Subsidiaries or affiliates any right to continued employment with Parentcontinue in the employ or service of the Surviving Corporation, Company, or any Subsidiary or affiliate thereof, or shall interfere with or restrict in any way the rights of the Surviving Corporation Corporation, Company, Parent or any Subsidiary or affiliate thereof to discharge or terminate the services of any employee, officer, director or consultant of Company or any of their Affiliatesits Subsidiaries or affiliates at any time for any reason whatsoever, with or without cause. Nothing in this Section 7.18 Agreement shall be deemed to (i) establish, amend or modify any Parent Company Benefit Plan, New Plan or to require any other benefit or employment plan, program, agreement or arrangement, or (ii) alter or limit the ability of Parent, the Surviving Corporation or any of their Affiliates Subsidiaries or affiliates to continue amend, modify or amend terminate any particular Company Benefit Plan, New Plan or any other benefit plan before or employment plan, program, agreement or arrangement after the consummation of the transactions contemplated Effective Time. Nothing in this Agreement, and express or implied, is intended to or shall confer upon any such plan may be amended person, other than the parties hereto, including any current or terminated in accordance with former employee, officer, director or consultant of Company or any of its terms and Applicable LawSubsidiaries or affiliates, any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Employee Matters. (a) From and after For a period starting at the Closing Dateand ending on December 31, with respect to employees of the Company or its Subsidiaries immediately before the Effective Time who continue employment with the Surviving Corporation or any Subsidiary of the Surviving Corporation following the Effective Time (“Continuing Employees”)2014, Parent shall, and shall use reasonable efforts to cause the service of each such Continuing Employee with its Affiliates (including the Company and its ERISA Affiliates Subsidiaries) to, provide to each Company Employee who is employed immediately prior to the Closing Date to be recognized for purposes of eligibility to participate, levels of benefits (but not for benefit accruals under any defined benefit or other pension or retirement plan) and vesting under each compensation, vacation, fringe or other welfare benefit plan, program or arrangement who remains in the employ of Parent, Ultimate Parent, the Surviving Corporation Company or any of their ERISA Affiliatesits Subsidiaries after the Closing (each such individual, but not a “Continuing Employee”) (i) a level of base salary and hourly wages that is no less favorable than the level of base salary and hourly wages that such Continuing Employee received immediately prior to the Closing and (ii) commissions, bonus opportunities and employee benefits (other than equity-based plans) that are, in the aggregate, substantially comparable to the level of such commissions, bonus opportunities, and employee benefits provided to such Continuing Employee immediately prior to the Closing. (b) For a period of 24 months following the Closing, Parent shall maintain the employee severance protections set forth in Section 7.06(b) of the Company Disclosure Schedule. (c) Parent shall, and shall cause its Affiliates (including the Company and its Subsidiaries) to, cause any sabbatical employee benefit plans established, maintained or equity compensation plans, programs, agreements contributed to by Parent or arrangements any of its Affiliates that cover any of the Continuing Employees following the Closing (collectively, the “Parent Benefit Plans”) in which to (i) recognize the pre-Closing service of participating Continuing Employees with the Company for all purposes of vesting, eligibility and benefit entitlement, provided that service with the Company shall not be counted for purposes of (x) benefit accrual under any Continuing Employee is defined benefit plan of Parent, (y) eligibility for any retiree welfare benefits of Parent, or becomes eligible to participate, but solely to the extent service was credited to such employee for such purposes under a comparable Company Employee Plan immediately prior to the Closing Date and (z) to the extent such service credit would not result in a duplication of benefits. benefits for the same period, (b) From and after the Closing Date, with respect to each Parent Benefit Plan that is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) in which any Continuing Employee is or becomes eligible to participate, Parent shall use reasonable efforts to cause each such Parent Benefit Plan to (iii) waive all limitations as to any pre-existing conditions, waiting periods, required physical examinations and exclusions with respect to participation and coverage requirements applicable under such Parent Benefit Plan condition limitations for such participating Continuing Employees and their eligible dependents (iii) provide credit to each participating Continuing Employee under the applicable Parent Plan for amounts paid by the Continuing Employee prior to the same extent that such pre-existing conditions, waiting periods, required physical examinations and exclusions would not have applied or would have been waived Closing during the year in which the Closing occurs under the corresponding any analogous Company Employee Plan in which such Continuing Employee was a participant immediately prior to such Continuing Employee’s commencement of participation in such Parent Benefit Plan but, with respect to long-term disability and life insurance benefits and coverage, solely to during the extent permitted under the terms and conditions of Parent’s applicable insurance contracts in effect as of the Closing Date; provided, that same period for purposes of clarityapplying deductibles, to the extent such benefit coverage includes eligibility conditions based on periods of employment, Section 7.18(a) shall control; and (ii) provide each Continuing Employee and his or her eligible dependents with credit for any co-payments and deductibles out-of-pocket maximums as though such amounts had been paid in accordance with the calendar year that, and prior to the date that, such Continuing Employee commences participation in terms of such Parent Benefit Plan in satisfying any applicable co-payment or deductible requirements under such Parent Benefit Plan for the applicable calendar year, to the extent that such expenses were recognized for such purposes under the comparable Company Employee Plan. (cd) The parties acknowledge Parent shall cause the Company and agree its Subsidiaries to continue to credit under any applicable Parent Plans each Continuing Employee for all vacation and personal holiday pay that all provisions contained such Continuing Employee is entitled to use but has not used as of the Closing, subject to maximum carryover limitations, if any, under Parent’s vacation policy. (e) Nothing in this Section 7.18 are included for the sole benefit of the respective parties 7.06, express or implied, is intended to this Agreement and or shall not create any right in confer upon any other Person, including any employees, former employeesContinuing Employee, any participant in right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, and no provision of this Section 7.06 shall constitute an amendment of, or an undertaking to amend, any Company Employee Plan or any beneficiary thereof, of any right to continued employment with Parent, Company, the Surviving Corporation or any of their Affiliates. Nothing in this Section 7.18 shall be deemed to amend any Parent Benefit Plan or to require Parent, the Surviving Corporation or any of their Affiliates to continue or amend any particular benefit plan before or after the consummation of the transactions contemplated in this Agreement, and any such plan may be amended or terminated in accordance with its terms and Applicable LawPlan.

Employee Matters. (a) From and after the Closing DateEffective Time until December 31, with respect 2008, Parent shall provide, or cause to be provided, the employees of the Company or and its Subsidiaries immediately before the Effective Time who continue employment with the Surviving Corporation or any Subsidiary as of the Surviving Corporation following the Effective Time (the “Continuing Covered Employees”), Parent shall use reasonable efforts to cause the service of each such Continuing Employee ) with the Company employee benefits and its ERISA Affiliates prior to the Closing Date to be recognized for purposes of eligibility to participate, levels of benefits (but not for benefit accruals under any defined benefit or other pension or retirement plan) and vesting under each compensation, vacation, fringe or other welfare benefit plan, program or arrangement of Parent, Ultimate Parent, the Surviving Corporation or any of their ERISA Affiliates, but not including any sabbatical or equity compensation plans, programs, agreements or programs and arrangements (collectivelyexcluding annual equity grants) substantially comparable, in the “Parent Benefit Plans”) in which any Continuing Employee is aggregate, to those provided by the Company or becomes eligible to participateits Subsidiaries, but solely to as the extent service was credited case may be, to such employee for such purposes under a comparable Company Employee Plan Covered Employees immediately prior to the Closing Date and to the extent such credit would not result in a duplication of benefitsEffective Time. (b) From and after the Closing DateEffective Time, Parent shall (1) provide all Covered Employees with respect service credit for purposes of eligibility to each participate, vesting and benefit accruals (other than benefit accruals under a pension plan) under any employee benefit or compensation plan, program or arrangement adopted, maintained or contributed to by Parent Benefit Plan that is an “employee welfare benefit plan” (as defined in Section 3(1) or any of ERISA) its Subsidiaries in which any Continuing Employee is or becomes Covered Employees are eligible to participate, for all periods of employment with the Company or any of its Subsidiaries (or their predecessor entities) prior to the Effective Time to the extent credited by the Company for purposes of a comparable plan (provided that there will be no duplication of benefits) and (2) with respect to any self-insured welfare benefit plans of Parent shall or any of its Subsidiaries, cause, and with respect to all other welfare benefit plans, use commercially reasonable efforts to cause each such Parent Benefit Plan to (i) waive all limitations as to cause, any pre-existing conditions, limitations, eligibility waiting periods, periods or required physical examinations and exclusions to be waived with respect to participation and coverage requirements applicable under such Parent Benefit Plan for such Continuing the Covered Employees and their eligible dependents to the same extent that such pre-existing conditions, waiting periods, required physical examinations and exclusions would not have applied or would have been waived under the corresponding Company Employee Plan plan (for a comparable level of coverage) in which such Continuing the applicable Covered Employee was a participant participated immediately prior to such Continuing Employeethe Effective Time. If the Company’s commencement of participation in such Parent Benefit Plan butmedical, with respect to long-term disability and life insurance benefits and coverage, solely to the extent permitted under the terms and conditions of Parent’s applicable insurance contracts in effect as of the Closing Date; provided, that vision and/or dental benefit plans for purposes of clarity, to the extent such benefit coverage includes eligibility conditions based on periods of employment, Section 7.18(a) shall control; and (ii) provide each Continuing Employee and his or her eligible dependents with credit for any co-payments and deductibles paid in the calendar year that, and Covered Employees are terminated prior to the end of a plan year, Covered Employees and their dependents who are then participating in a deductible-based medical, vision and/or dental plan sponsored by the Company will be given credit for deductibles and eligible out-of-pocket expenses incurred toward deductibles and out-of-pocket maximums during the portion of the plan year preceding the termination date that, such Continuing Employee commences participation (or transfer date) in a comparable deductible-based medical and/or dental plan of Parent or any of its Subsidiaries for the corresponding Parent benefit plan year but only if such Parent Benefit Plan in satisfying any applicable co-payment or deductible requirements under such Parent Benefit Plan for benefit plan year covers the applicable calendar year, to same twelve month period as the extent that such expenses were recognized for such purposes under plan year of the comparable corresponding Company Employee Planbenefit plan covers. (c) Parent and the Company shall honor, or cause to be honored, in accordance with their terms, all vested or accrued benefit obligations to, and contractual rights of, Covered Employees of the Company and its Subsidiaries, including any benefits or rights arising as a result of the Transaction or Merger (either alone or in combination with any other event). (d) The parties acknowledge Company has established a bonus plan for the fiscal year ending February 28, 2009 (the “2009 Bonus Plan”). From the period beginning on the Effective Time and agree that all provisions contained ending on February 28, 2009 Parent shall cause the Company to maintain the 2009 Bonus Plan. (e) No provision in this Section 7.18 are included for the sole benefit 6.10 shall (2) create any third-party beneficiary or other rights in any employee or former employee (including any beneficiary or dependent thereof) of the respective parties to this Agreement and shall not create any right in Company, its Subsidiaries or any other PersonPerson other than the parties hereto and their respective successors and permitted assigns, including any employees, former employees, any participant in any Company Employee Plan (2) constitute or any beneficiary thereof, of any right to continued create an employment with Parent, Company, the Surviving Corporation agreement or any of their Affiliates. Nothing in this Section 7.18 shall (3) constitute or be deemed to amend constitute an amendment to any Parent Benefit Plan employee benefit plan sponsored or to require maintained by the Parent, the Surviving Corporation Company or any Subsidiary. (f) Neither the Company’s Board of their Affiliates to continue or amend any particular benefit plan before or after Directors nor the consummation of Compensation Committee shall withdraw, nor permit the transactions contemplated in this Agreementwithdrawal of, and any such plan may be amended or terminated in accordance with its terms and Applicable Lawthe Company Compensation Approvals.

Employee Matters. (a) From Seller, through its affiliate Ceres Administrators, will retain all employees and employee benefit plans used in the business of Pyramid, with the exception of the Employees listed on Schedule 4.4 hereto ("Employees") who shall be offered employment by Purchaser on the Closing Date at the same current base salary and benefits comparable in the aggregate to their benefits immediately prior to Closing. (b) With respect to any employee benefits that are provided after the Closing Date, with respect Date by Purchaser to employees Employees under any of the Company employee benefit plans, programs, policies and arrangements, including vacation policies, of Purchaser or its Subsidiaries immediately before the Effective Time who continue employment with the Surviving Corporation or any Subsidiary of the Surviving Corporation following the Effective Time affiliates (“Continuing Employees”"Purchaser Plans"), Parent shall use reasonable efforts to cause service accrued by the service of each such Continuing Employee with the Company and its ERISA Affiliates Employees during their employment by Pyramid or Ceres Administrators prior to the Closing Date to shall be recognized by Purchaser for purposes of determining eligibility to participateand vesting in Purchaser Plans, levels of benefits (but not for purposes of benefit accruals thereunder. Purchaser shall cause each Purchaser Plan to waive: (i) any preexisting condition restriction which was waived under the terms of any defined analogous benefit plan immediately prior to the Closing, or other pension (ii) waiting period limitation which would otherwise be applicable to an Employee on or retirement plan) and vesting under each compensation, vacation, fringe or other welfare benefit plan, program or arrangement of Parent, Ultimate Parent, after the Surviving Corporation or any of their ERISA Affiliates, but not including any sabbatical or equity compensation plans, programs, agreements or arrangements (collectively, the “Parent Benefit Plans”) in which any Continuing Employee is or becomes eligible to participate, but solely Closing to the extent service was credited such Employee had satisfied any similar waiting period limitation under an analogous Benefit Plan prior to such employee the Closing. Such Employees shall also be given credit for such any deductible or co-payment amounts paid in respect of the Benefit Plan year in which the Closing occurs, to the extent that, following the Closing, they participate in any Purchaser Plan for which deductibles or co-payments are required. For purposes under a comparable Company Employee Plan of this Agreement, Employees shall include those persons who, as of immediately prior to the Closing Date and to the extent such credit would not result in a duplication of benefits. (b) From and after the Closing Date, with respect to each Parent Benefit Plan that is an “employee welfare benefit plan” (as defined in Section 3(1) are on lay-off, disability or leave of ERISA) in which any Continuing Employee is absence, paid or becomes eligible to participate, Parent shall use reasonable efforts to cause each such Parent Benefit Plan to (i) waive all limitations as to pre-existing conditions, waiting periods, required physical examinations and exclusions with respect to participation and coverage requirements applicable under such Parent Benefit Plan for such Continuing Employees and their eligible dependents to the same extent that such pre-existing conditions, waiting periods, required physical examinations and exclusions unpaid but would not have applied or would have been waived under the corresponding Company Employee Plan in which such Continuing Employee was a participant immediately prior to such Continuing Employee’s commencement of participation in such Parent Benefit Plan but, with respect to long-term disability and life insurance benefits and coverage, solely to the extent permitted under the terms and conditions of Parent’s applicable insurance contracts in effect as of the Closing Date; provided, that for purposes of clarity, to the extent such benefit coverage includes eligibility conditions based on periods of employment, Section 7.18(a) shall control; and (ii) provide each Continuing Employee and his or her eligible dependents with credit for any co-payments and deductibles paid in the calendar year that, and prior to the date that, such Continuing Employee commences participation in such Parent Benefit Plan in satisfying any applicable co-payment or deductible requirements under such Parent Benefit Plan for the applicable calendar year, to the extent that such expenses were recognized for such purposes under the comparable Company Employee Planotherwise constitute Employees. (c) The parties acknowledge and agree that Effective immediately prior to the Closing, Seller shall cause Pyramid to terminate its participation in all provisions contained in this Section 7.18 are included for the sole employee benefit plans sponsored or maintained by any affiliate of the respective parties to this Agreement and shall not create any right in any other PersonPyramid, including any employeesParent's 401k Savings Plan and appropriate welfare benefit plans, former employeesand will terminate or transfer to Seller or an affiliate, any participant in any Company Employee Plan or any beneficiary thereof, of any right to continued employment with Parent, Company, the Surviving Corporation or any of their Affiliates. Nothing in this Section 7.18 shall be deemed to amend any Parent Benefit Plan or to require Parent, the Surviving Corporation or any of their Affiliates to continue or amend any particular employee benefit plan before or after the consummation of the transactions contemplated in this Agreement, and any such plan may be amended or terminated in accordance with its terms and Applicable Lawmaintained by Pyramid.

Employee Matters. (a) From and after Following the Closing Date, with respect Park Sterling shall maintain or cause to be maintained employee benefit plans and compensation opportunities for the benefit of employees (as a group) who are actively employed by the Company and its Subsidiaries on the Closing Date (“Covered Employees”) during the period in which any such Covered Employee is employed by Park Sterling or its Subsidiaries following the Closing Date that, in the aggregate, are substantially comparable to the employee benefits and compensation opportunities that are generally made available to similarly situated employees of 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). Notwithstanding the foregoing, following 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 condition of employment, his or her base salary will be materially decreased, in any case after signing a customary release, with separation benefits in the form of continued payment of the Covered Employee’s base salary or base weekly wage rate (as in effect at the time of termination) in an amount equal to one week of his or her base salary or base weekly wage rate for each completed year of service with the Company; provided, however, that the Covered Employees (other than those Covered Employees that are paid commissions) shall be entitled to 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 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 retirement plan, SERP or agreement). If, by reason of the controlling plan document, controlling Law or otherwise, severance pay is taken into account in determining any other benefit, the severance pay otherwise payable shall be reduced by the present value of the additional benefit determined under other benefit plans attributable to the severance pay. (b) To the extent that a Covered Employee becomes eligible to participate in an employee benefit plan maintained by Park Sterling or any of its Subsidiaries (other than the Company or its Subsidiaries), Park Sterling shall cause such employee benefit plan to recognize the service of such Covered Employee with the Company or its Subsidiaries immediately before the Effective Time who continue employment with the Surviving Corporation or any Subsidiary of the Surviving Corporation following the Effective Time (“Continuing Employees”), Parent shall use reasonable efforts to cause the service of each such Continuing Employee with the Company and its ERISA Affiliates prior to the Closing Date to be recognized for purposes of eligibility to participateeligibility, levels of benefits (but not for benefit accruals under any defined benefit or other pension or retirement plan) participation and vesting under each compensation, vacation, fringe or other welfare such employee benefit plan, program or arrangement plan of Parent, Ultimate Parent, the Surviving Corporation Park Sterling or any of their ERISA Affiliatesits Subsidiaries, but not including any sabbatical or equity compensation plans, programs, agreements or arrangements (collectively, the “Parent Benefit Plans”) in which any Continuing Employee is or becomes eligible to participate, but solely to the extent service was credited to such employee for such purposes under a comparable Company Employee Plan immediately prior to the Closing Date and to the extent such credit would not result in a duplication of benefits. (b) From and after the Closing Date, with respect to each Parent Benefit Plan that is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) in which any Continuing Employee is or becomes eligible to participate, Parent shall use reasonable efforts to cause each such Parent Benefit Plan to (i) waive all limitations as to pre-existing conditions, waiting periods, required physical examinations and exclusions with respect to participation and coverage requirements applicable under such Parent Benefit Plan for such Continuing Employees and their eligible dependents to the same extent that such pre-existing conditions, waiting periods, required physical examinations and exclusions would not have applied or would have been waived service was recognized immediately prior to the Effective Time under the a corresponding Company Employee Benefit Plan in which such Continuing Covered Employee was a participant eligible to participate immediately prior to such Continuing Employee’s commencement of participation in such Parent Benefit Plan but, with respect to long-term disability and life insurance benefits and coverage, solely to the extent permitted under the terms and conditions of Parent’s applicable insurance contracts in effect as of the Closing DateEffective 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, (ii) apply for purposes of clarityany retiree medical plans or for purposes of benefit accrual under any defined benefit pension plan or (iii) apply for purposes of any plan, to the extent such benefit coverage includes eligibility conditions based on periods program or arrangement (A) under which similarly situated employees of employment, Section 7.18(a) shall control; Park Sterling and (ii) provide each Continuing Employee and his or her eligible dependents with its Subsidiaries do not receive credit for any co-payments and deductibles paid in the calendar year thatprior service or (B) that is grandfathered or frozen, and prior either with respect to the date that, such Continuing Employee commences participation in such Parent Benefit Plan in satisfying any applicable co-payment level of benefits or deductible requirements under such Parent Benefit Plan for the applicable calendar year, to the extent that such expenses were recognized for such purposes under the comparable Company Employee Planparticipation. (c) The parties acknowledge Without limiting the generality of Section 6.9(a), from and agree that all provisions contained in this after the Effective Time, Park Sterling shall, or shall cause its Subsidiaries to, honor the Company Benefit Plans listed on Section 7.18 are included for the sole benefit 6.9(c) of the respective parties Company Disclosure Schedule in accordance with their terms. (d) To the extent requested by Park Sterling prior to this Agreement the Effective Time, effective as of immediately prior to, and contingent upon, the Closing Date, the Company shall not create any right in any other Person, including any employees, former employees, any participant in any Company Employee Plan adopt such resolutions and/or amendments to terminate the Company’s tax-qualified savings plans or any beneficiary thereof, 401(k) plan of any right to continued employment of its Subsidiaries (collectively, “Company 401(k) Plan”). The Company shall provide Park Sterling with Parent, Company, the Surviving Corporation or any of their Affiliates. Nothing in this Section 7.18 shall be deemed to amend any Parent Benefit Plan or to require Parent, the Surviving Corporation or any of their Affiliates to continue or amend any particular benefit plan before or after the consummation a copy of the transactions contemplated in this Agreement, and any such resolutions and/or plan may be amended or amendments evidencing that the Company 401(k) Plan has been terminated in accordance with its terms. If the Company 401(k) Plan is terminated pursuant to the preceding sentence, (i) following the Closing Date and as soon as practicable following receipt of a favorable determination letter from the IRS on the termination of the Company 401(k) Plan, the assets thereof shall be distributed to the participants and (ii) Park Sterling shall take any necessary action, including amendments to the tax-qualified defined contribution retirement plan sponsored by Park Sterling (the “Park Sterling 401(k) Plan”) to permit each Covered Employee to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including of loans) to the Park Sterling 401(k) Plan, in the form of cash, notes (in the case of loans) or a combination thereof, in an amount equal to the eligible rollover distribution portion distributed to such Covered Employee from the Company 401(k) Plan. (e) If Park Sterling so requests (which request shall be made no less than 15 days before the Effective Time), the Company shall take any and all actions required (including the adoption of resolutions by its board of directors) to amend, freeze and/or terminate any or all Company Benefit Plans (but excluding any Company Benefit Plans set forth on Section 6.9(e) of the Company Disclosure Schedule) immediately before the Effective Time, and, if requested by Park Sterling, to implement any such actions. (f) Without limiting the generality of Section 9.9, the provisions of this Section 6.9 are solely for the benefit of the parties to this Agreement, and no current or former employee or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement. In no event shall the terms of this Agreement be deemed to (i) establish, amend or modify any Company Benefit Plan or any “employee benefit plan” as defined in Section 3(3) of ERISA, or any other benefit plan, program, agreement or arrangement maintained or sponsored by Park Sterling, the Company or any of their respective Affiliates; (ii) alter or limit the ability of Park Sterling or any of its Subsidiaries (including, after the Closing Date, the Company and Applicable Lawits Subsidiaries) to amend, modify or terminate any Company Benefit Plan, employment agreement or any other benefit or employment plan, program, agreement or arrangement after the Closing Date; or (iii) confer upon any current or former employee any right to employment or continued employment or continued service with Park Sterling or any of its Subsidiaries (including, following the Closing Date, the Company and its Subsidiaries), or constitute or create an employment or other agreement with any employee.

Employee Matters. (a) From Except for specific benefit plans otherwise addressed in this Section 5.8, during the period commencing at the Effective Time and ending on the first anniversary of the Closing Date, SYBT shall provide each employee of KTYB and its Subsidiaries who at SYBT’s discretion continues to be employed by SYBT or the SYBT Subsidiaries following the Effective Time (collectively, the “Continuing Employees”) with compensation and employee benefits that are substantially comparable in the aggregate to the lesser of (i) compensation and employee benefits provided prior to the Closing Date, or (ii) compensation and employee benefits provided to similarly situated employees of SYBT and the SYBT Subsidiaries; such that, until such time as the Continuing Employees commence participating in SYBT plans and programs, the foregoing obligations shall be deemed satisfied by the Continuing Employees’ continued level of compensation and participation in KTYB Benefits Plans, or a mixture of SYBT benefit plans and KTYB Benefit Plans, as the case may be for transition or termination of each such plan or program, it being understood that participation in SYBT plans and programs may commence at different times. Notwithstanding the foregoing, Executive Fringe Benefits shall not be included as compensation or employee benefits to be provided to the Continuing Employees; rather, SYBT shall provide such fringe benefits and perquisites as it determines in its sole discretion to be appropriate for any of the Continuing Employees. (b) Prior to the Effective Time, if requested by SYBT, to the extent permitted by applicable Law and the terms of the applicable plan or arrangement, KTYB or a KTYB Subsidiary shall cause to be amended any KTYB Benefit Plan to the extent necessary to provide that no employee of SYBT shall continue or commence participation therein following the Effective Time. (c) KTYB will use commercially reasonable best efforts to assist SYBT in obtaining on or prior to the Effective Time each Continuing Employee’s agreement to SYBT’s (or a SYBT Subsidiary’s) standard non-solicitation and other standard agreements required by SYBT (or any SYBT Subsidiary) of newly-hired employees (“Continuing Employee Agreements”). (d) Unless otherwise addressed in an employment agreement entered into with SYBT or SY Bank or an existing employment, severance, or change in control agreement with KTYB or KY Bank, SYBT shall, or shall cause one of its Subsidiaries to, provide to those employees of KTYB or any of the KTYB Subsidiaries, as of the Effective Time (i) who SYBT or its subsidiaries elect not to employ after the Effective Time or who become Continuing Employees but are terminated by SYBT or any SYBT Subsidiary other than for cause within twelve (12) months after the Closing Date, with respect to employees and (ii) who sign and deliver SYBT’s standard form of termination, release, and non-solicitation agreement, a severance payment (payable, net of deductions, in a lump-sum payment after satisfaction within 60 days thereof of the Company or its Subsidiaries immediately before applicable conditions for such payment) equal to two (2) weeks of pay, at their base rate of pay in effect at the Effective Time who continue employment time of termination, for each full year of continuous service with the Surviving Corporation or any Subsidiary of the Surviving Corporation following the Effective Time (“Continuing Employees”), Parent shall use reasonable efforts to cause the service of each such Continuing Employee with the Company and its ERISA Affiliates prior to the Closing Date to be recognized for purposes of eligibility to participate, levels of benefits (but not for benefit accruals under any defined benefit or other pension or retirement plan) and vesting under each compensation, vacation, fringe or other welfare benefit plan, program or arrangement of Parent, Ultimate Parent, the Surviving Corporation KTYB or any of the KTYB Subsidiaries and their ERISA Affiliatessuccessors, but not including up to a maximum of twenty-six (26) weeks. (e) With respect to any sabbatical or equity compensation plans, programs, agreements or arrangements (collectively, the “Parent SYBT Benefit Plans”) Plans in which any Continuing Employee is or becomes Employees become eligible to participate, but solely to the extent service was credited to such employee for such purposes under a comparable Company Employee Plan immediately prior to the Closing Date and to the extent such credit would not result in a duplication of benefits. (b) From and participate on or after the Closing DateEffective Time, with respect to each Parent Benefit Plan that is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) in which any Continuing Employee is or becomes eligible to participate, Parent SYBT shall use commercially reasonable efforts to cause each such Parent Benefit Plan to to: (i) waive all limitations as to pre-existing conditions, any waiting periods, required physical examinations and exclusions periods with respect to participation and coverage requirements applicable under such Parent Benefit Plan for such to the applicable Continuing Employees and their eligible dependents under the SYBT Benefit Plans, except to the extent the waiting periods would apply under the analogous KTYB Benefit Plan, and (ii) recognize all service of the applicable Continuing Employees with KTYB and the KTYB Subsidiaries for all purposes in any SYBT Benefit Plan to the same extent that such pre-existing conditions, waiting periods, required physical examinations and exclusions would not have applied or would have been waived the service was taken into account under the corresponding Company Employee analogous KTYB Benefit Plan prior to the Effective Time; provided that the foregoing service recognition shall not apply (A) to the extent it would result in which such Continuing Employee was duplication of benefits for the same period of services, (B) for purposes of any defined benefit pension plan, or (C) for purposes of any benefit plan that is a participant frozen plan or provides grandfathered benefits. (f) If requested by SYBT in writing at least twenty (20) business days prior to the Effective Time, KTYB shall cause any 401(k) plan sponsored or maintained by KTYB or any of its Subsidiaries (the “KTYB 401(k) Plan”) to be terminated effective as of the day immediately prior to such the Effective Time and contingent upon the occurrence of the Closing. In the event that SYBT requests that any KTYB 401(k) Plan be terminated, the Continuing Employee’s commencement of participation in such Parent Benefit Plan butEmployees shall be eligible to participate, with respect to long-term disability and life insurance benefits and coverage, solely to the extent permitted under the terms and conditions of Parent’s applicable insurance contracts in effect effective as of the Closing DateEffective Time, in the Stock Yards Bank & Trust Company 401(k) and Employee Stock Ownership Plan (the “SY Bank KSOP”). KTYB and SYBT shall take any and all actions as may be required to permit the Continuing Employees who are then actively employed to make rollover contributions to the SY Bank KSOP of “eligible rollover distributions” (with the meaning of Section 401(a)(31) of the Code) in the form of cash, notes (in the case of loans) or a combination thereof. KTYB shall provide SYBT with evidence that the KTYB 401(k) Plan has been terminated or amended, as applicable, in accordance with this Section 5.8(f); provided, that prior to amending or terminating the KTYB 401(k) Plan, KTYB shall provide the form and substance of any applicable resolutions or amendments to SYBT for purposes review and approval (which approval shall not be unreasonably withheld, conditioned or delayed). (g) On and after the date hereof, any broad-based employee notices or communication materials (including any website posting) directed by either party to employees of clarityKTYB or any KTYB Subsidiary with respect to employment, compensation or benefits matters addressed in this Agreement or related, directly or indirectly, to the extent such benefit coverage includes eligibility conditions based on periods transactions contemplated by this Agreement shall be subject to the prior prompt review and comment of employment, Section 7.18(a) shall control; and (ii) provide each Continuing Employee and his or her eligible dependents with credit for any co-payments and deductibles paid in the calendar year thatother party, and prior the party seeking to distribute the date that, such Continuing Employee commences participation notice or communication shall consider in such Parent Benefit Plan in satisfying good faith revising the notice or communication to reflect any applicable co-payment comments or deductible requirements under such Parent Benefit Plan for advice that the applicable calendar year, to the extent that such expenses were recognized for such purposes under the comparable Company Employee Planother party timely and reasonably provides. (ch) The parties acknowledge and agree that all provisions contained Nothing in this Section 7.18 are included for the sole benefit Agreement shall confer upon any employee, director or consultant of KTYB or any of the respective parties to this Agreement and shall not create any right in any other Person, including any employees, former employees, any participant in any Company Employee Plan KTYB Subsidiaries or any beneficiary thereof, of affiliates any right to continued employment continue in the employ or service of SYBT, KTYB, or any Subsidiary or affiliate thereof, or shall interfere with Parentor restrict in any way the rights of KTYB, CompanySYBT or any Subsidiary or affiliate thereof to discharge or terminate the services of any employee, the Surviving Corporation director or consultant of KTYB or any of their Affiliatesthe KTYB Subsidiaries or affiliates at any time for any reason whatsoever, with or without cause (subject to the provisions of Sections 5.1 and 5.2 of this Agreement). Nothing in this Section 7.18 Agreement shall be deemed to amend (i) establish, amend, or modify any Parent KTYB Benefit Plan, SYBT Benefit Plan or to require Parentany other benefit or employment plan, program, agreement or arrangement, or (ii) alter or limit the Surviving Corporation ability of SYBT or any of their Affiliates the SYBT Subsidiaries or affiliates to continue amend, modify or amend terminate any particular KTYB Benefit Plan, SYBT Benefit Plan or any other benefit plan before or employment plan, program, agreement or arrangement after the consummation Effective Time. Without limiting the generality of the transactions contemplated Section 8.11, nothing in this Agreement, express or implied, is intended to or shall confer upon any person, including, without limitation, any current or former employee, director or consultant of KTYB or any of the KTYB Subsidiaries or affiliates, any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. (i) KTYB will, or will cause the appropriate KTYB Subsidiary (as applicable) to, unilaterally take action prior to Closing to terminate the right under its major illness sick leave program for employees to be paid the cash value of a part of any unused leave in the event of a termination of employment that occurs after a designated retirement age, and any such plan may be amended or terminated in accordance with its terms and Applicable Lawwill pay all amounts for which retirement-eligible employees are vested at the date of Closing within the time required under Treas. Reg. Section 1.409A-3(j)(4)(ix).

Employee Matters. (a) From Each employee who continues his or her employment with the Company and SSI on and after the Closing DateDate (each, with respect to employees of the Company or its Subsidiaries immediately before the Effective Time who continue employment a “Continuing Employee”) shall be given credit for all service with the Surviving Corporation Company, SSI and ERISA Affiliates, and their predecessors under any employee benefit plans or any Subsidiary arrangements of Equity Buyer and its Affiliates (including the Surviving Corporation following the Effective Time (“Continuing Employees”Company), Parent shall use reasonable efforts to cause the service of each including any such plans providing PTO, vacation, sick pay, severance and retirement benefits, in which such Continuing Employee with the Company and its ERISA Affiliates prior to the Closing Date to be recognized Employees participate for purposes of eligibility eligibility, vesting and entitlement to participatebenefits, levels of including for severance benefits and PTO or vacation entitlement (but not for benefit accruals under any defined benefit or other accrual of pension or retirement plan) and vesting under each compensationbenefits), vacation, fringe or other welfare benefit plan, program or arrangement of Parent, Ultimate Parent, the Surviving Corporation or any of their ERISA Affiliates, but not including any sabbatical or equity compensation plans, programs, agreements or arrangements (collectively, the “Parent Benefit Plans”) in which any Continuing Employee is or becomes eligible to participate, but solely to the extent past service was credited to such employee recognized for such purposes Continuing Employees under a the comparable plans of the Company Employee Plan immediately prior to the Closing Date and Closing. Notwithstanding the foregoing, nothing in this paragraph shall be construed to the extent such credit require crediting of service that would not result in a (i) duplication of benefitsbenefits or (ii) service credit for benefit accruals under a defined benefit pension plan. (b) From and after the Closing Date, with respect to each Parent Benefit Plan that is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) in which any Continuing Employee is Equity Buyer or becomes eligible to participate, Parent its Affiliates shall use commercially reasonable efforts to cause each such Parent Benefit Plan welfare benefit plans provided to Continuing Employees following the Closing (i) to waive all limitations as to pre-existing conditions, exclusions and waiting periods, required physical examinations and exclusions periods with respect to participation and coverage requirements applicable under such Parent Benefit Plan for such to the Continuing Employees and their eligible dependents to the same extent that such pre-existing conditions, waiting periods, required physical examinations and exclusions would not have applied or would have been waived under the corresponding Company Employee Plan in which such Continuing Employee was a participant immediately prior to such Continuing Employee’s commencement of participation in such Parent Benefit Plan but, with respect to long-term disability and life insurance benefits and coverage, solely to the extent permitted under the terms and conditions of Parent’s applicable insurance contracts in effect as of the Closing Date; provided, that for purposes of clarity, to the extent such benefit coverage includes eligibility conditions based on periods of employment, Section 7.18(a) shall control; and (ii) provide each Continuing Employee and his or her eligible dependents with credit for any co-payments and deductibles paid in the calendar year that, and prior to the date that, such Continuing Employee commences participation in such Parent Benefit Plan in satisfying any applicable co-payment or deductible requirements under such Parent Benefit Plan for the applicable calendar year, to the extent that such expenses were recognized for such purposes conditions, exclusions or waiting periods would not apply under the comparable Company Employee PlanBenefit Plans as of Closing, and (ii) for the plan year in which the Closing Date occurs, to credit each Continuing Employee with any co-payments, deductibles and out-of-pocket expenses paid prior to the Closing Date (or effective date of such coverage, if later) toward satisfaction of any applicable deductible or out-of-pocket maximums or other requirements under such plans. (c) Notwithstanding anything in this Section 5.3 to the contrary, nothing contained herein, whether express or implied, shall be treated as an amendment or other modification of any Employee Benefit Plan maintained by the Company and SSI, or any Employee Benefit Plan maintained by Equity Buyer or any of its Affiliates, or shall limit the right of the Company, SSI, or Equity Buyer to amend, terminate or otherwise modify any such plan following the Closing. If (i) a party other than the Parties hereto makes a claim or takes other action to enforce any provision in this Agreement as an amendment to any such plan, and (ii) such provision is deemed to be an amendment to such plan even though not explicitly designated as such in this Agreement, then, solely with respect to such plan at issue, such provision shall lapse retroactively and shall have no amendatory effect with respect thereto. (d) The parties Parties acknowledge and agree that all provisions contained in this Section 7.18 5.3 are included for the sole benefit of the respective parties to Parties hereto, and that nothing in this Agreement and Agreement, whether express or implied, shall not create any right third-party beneficiary or other rights (i) in any other Person, including, without limitation, any employee or former employee of the Company or SSI (including any employeesthe Continuing Employees), former employeesEquity Buyer or their Affiliates, any participant in any Company Employee Plan employee benefit plan maintained by any such entity, or any dependent or beneficiary thereof, of any right or (ii) to continued employment with Parent, the Company, the Surviving Corporation Equity Buyer or any of their its Affiliates. (e) Prior to the Closing, and conditional on Closing, Asset Buyer shall make offers of employment to the employees of Asset Seller listed on Schedule 1.1(c) to be effective as of the Closing Date. Nothing in this Section 7.18 The offers of employment shall be deemed on substantially the same terms and conditions of employment as exist for such employees immediately prior to amend the Closing Date and Asset Buyer will recognize the employees’ past service with Asset Seller for all purposes to the extent such service is recognized by Asset Seller. The employees who accept Asset Buyer’s offers are referred to herein as the “Transferred Employees”. If any Parent Benefit Plan such employee does not accept Asset Buyer’s offer of employment, any termination and severance costs shall be borne by Asset Seller and Asset Seller shall indemnify Asset Buyer with respect to such costs, including legal fees and disbursements. Asset Buyer shall be solely liable for and shall assume and shall indemnify and hold harmless Asset Seller from all claims, costs, complaints, damages or liabilities relating to require Parent, the Surviving Corporation or any Transferred Employees which may be asserted as of their Affiliates to continue or amend any particular benefit plan before or after the consummation Closing Date, solely with respect to the period from and after the Closing Date, including claims arising from the termination, either actual or constructive, of the transactions contemplated employment of any of the Transferred Employees and including, without limitation, employment claims related to any gap between Canadian Employee Benefit Plan coverage and Asset Buyer’s employee benefit plan coverage. (f) Each Transferred Employee who accepts the offer of employment described in this AgreementSection 5.3(e) will cease to participate in the Canadian Employee Benefit Plans as of the Effective Time. Asset Buyer shall arrange for each such Transferred Employee and, where applicable, their eligible dependents, to participate, as of the Effective Time, in its group benefit plans. Asset Buyer will use its commercially reasonable efforts to cause any and all pre-existing condition limitations, eligibility waiting periods and evidence of insurability requirements under any group benefit plans to be waived with respect to such Transferred Employees and their eligible dependents and shall provide them with credit for any co-payments and deductibles prior to the Closing Date for purposes of satisfying any applicable deductible, out-of-pocket, or similar requirements under any Asset Buyer group benefit plan may be amended or terminated in accordance with its terms and Applicable Lawwhich they are eligible to participate immediately after the Effective Time.

Employee Matters. (a) From Parent shall, for a period of one (1) year immediately following the later of the Acceptance Time and after the Closing DateEffective Time, with respect provide, or shall cause the Surviving Corporation and its Subsidiaries to provide, employees who shall have been employees of the Company or any of its Subsidiaries immediately before at the Effective Acceptance Time who continue employment with as employees of the Surviving Corporation Company, its Subsidiaries or any Subsidiary of the Surviving Corporation following the Effective Acceptance Time (the “Continuing Company Employees”)) with employee benefit plans, programs, policies and arrangements (other than equity-based plans and severance arrangements) that are comparable, in the aggregate, to the employee benefit plans, programs and arrangements (other than equity-based plans and severance arrangements) provided by the Company and its Subsidiaries to Company Employees immediately prior to the Acceptance Time. Parent shall use reasonable efforts to cause recognize the service of each such Continuing Employee Company Employees with the Company and its ERISA Affiliates Subsidiaries prior to the Closing Date Acceptance Time as service with Parent and its Affiliates in connection with any Parent Benefit Plan which is made available to be recognized 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 participatewaive, levels of benefits (but not for benefit accruals under any defined benefit or other pension or retirement plan) and vesting under each compensationall limitations as to pre-existing conditions, vacation, fringe or other welfare benefit plan, program or arrangement of Parent, Ultimate Parent, the Surviving Corporation or any of their ERISA Affiliates, but not including any sabbatical or equity compensation plans, programs, agreements or arrangements (collectively, the “Parent Benefit Plans”) in which any Continuing Employee is or becomes eligible to participate, but solely to the extent service was credited to such employee for such purposes under a comparable Company Employee Plan immediately prior to the Closing Date and to the extent such credit would not result in a duplication of benefits. (b) From and after the Closing Dateif any, with respect to each participation and coverage requirements applicable to Company Employees and their dependents under any Parent Benefit Plan that is an “employee a welfare benefit plan” 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 which any Continuing Employee is or becomes eligible to participate, Parent shall use reasonable efforts to cause each such Parent Benefit Plan to (i) waive all limitations as to pre-existing conditions, waiting periods, required physical examinations and exclusions effect with respect to participation such employees as of the Acceptance Time under the analogous Company Plan), and coverage requirements applicable under such Parent Benefit Plan for such Continuing (ii) provide credit to Company Employees and their eligible dependents for any co-payments, deductibles and out-of-pocket expenses paid by such employees under the employee benefit plans, programs or arrangements of the 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) of the Company Disclosure Letter in the same manner and to the same extent that such pre-existing conditionsthe Company and its Subsidiaries would be required to perform it if the Transactions had not taken place. Notwithstanding anything to the contrary contained herein, waiting periodsParent shall honor, required physical examinations and exclusions would not have applied or would have been waived under cause the corresponding Company Employee Plan Surviving Corporation and its Subsidiaries to honor, in which such Continuing Employee was a participant accordance with its terms as in effect immediately prior to such Continuing Employee’s commencement the Acceptance Time, the 2008 Severance Pay Plan for the benefit of participation in such Parent Benefit Plan but, with respect to long-term disability Company Employees. (b) This Section 5.10 shall be binding upon and life insurance benefits and coverage, inure solely to the extent permitted under the terms and conditions benefit of Parent’s applicable insurance contracts in effect as each of the Closing Date; provided, that for purposes of clarity, parties to the extent such benefit coverage includes eligibility conditions based on periods of employment, Section 7.18(a) shall control; and (ii) provide each Continuing Employee and his or her eligible dependents with credit for any co-payments and deductibles paid in the calendar year thatthis Agreement, and prior nothing in this Article V, express or implied, is intended to the date that, such Continuing Employee commences participation in such Parent Benefit Plan in satisfying confer upon any applicable co-payment other Person any rights or deductible requirements remedies of any nature whatsoever under such Parent Benefit Plan for the applicable calendar year, to the extent that such expenses were recognized for such purposes under the comparable Company Employee Planor by reason of this Section 5.10. (c) The parties acknowledge and agree that all provisions Nothing contained in this Section 7.18 are included for the sole benefit of the respective parties Agreement shall (i) constitute or be deemed to this Agreement and shall not create any right in any other Person, including any employees, former employees, any participant in be an amendment to any Company Employee Plan or any beneficiary thereofother compensation or benefit plan, program or arrangement of any right to continued employment with Parent, Company, the Surviving Corporation Company or any of their Affiliates. Nothing in this Section 7.18 shall be deemed to amend its Subsidiaries; (ii) prevent the amendment or termination of any Parent Benefit Company Plan or to require Parent, the Surviving Corporation or any of their Affiliates to continue or amend any particular benefit plan before or after the consummation of the transactions contemplated in this Agreement, and any such plan may be amended or terminated in accordance with its terms terms, or interfere with the right or obligation of Parent or its Affiliates to make such changes as are necessary to conform with applicable Law (including without limitation Section 409A of the Code); or (iii) limit the right of Parent or any of its Affiliates to terminate the employment of any employee at any time. (d) If the Company or any of its Subsidiaries enters into, adopts, amends, modifies or terminates any Company Compensation Arrangements for Covered Stockholders, the Company intends that all such amounts payable under such Company Compensation Arrangements (i) shall be paid or granted as compensation for past services performed, future services to be performed, or future services to be refrained from performing, by the Covered Stockholders (and Applicable Lawmatters incidental thereto) and (ii) shall not be calculated based on the number of shares tendered or to be tendered into the Offer by the applicable Covered Stockholders. If there has been any adoption, approval, amendment or modification of any Company Compensation Arrangement, either prior to or after the date of this Agreement, the Company agrees that, upon the request of Parent, the Compensation Committee of the Company Board, consisting solely of independent directors, shall approve resolutions approving such adoption, approval, amendment or modification as an employment compensation, severance or other employee benefit arrangements, in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act and the instructions thereto.

Employee Matters. (a) From Parent shall or shall cause the Surviving Corporation to assume, honor and after fulfill all of the Closing DatePlans in accordance with their terms as in effect immediately prior to the date of this Agreement or as subsequently amended in accordance with this Agreement. (b) Parent hereby agrees that, with respect to employees for a period of at least twelve (12) months following the Effective Time (or, if earlier, the date of termination of the applicable Continuing Employee), it shall, or it shall cause the Surviving Corporation to, (i) provide each employee of the Company or its Subsidiaries immediately before who continues as of the Effective Time who continue employment with to be employed by Parent, the Surviving Corporation or any Subsidiary of Parent (each, a “Continuing Employee”) with at least the same level of base salary or hourly wage rate, as the case may be, and incentive compensation targets (excluding equity compensation) that were provided to such Continuing Employee immediately prior to the Effective Time, and (ii) provide the Continuing Employee with other compensation and employee benefits (excluding equity compensation) that are no less favorable in the aggregate than those provided to such Continuing Employee immediately prior to the Effective Time. (c) For purposes of eligibility, vesting, and benefit accrual (solely for the purposes of determining accrual of vacation and paid time off) under the employee benefit plans, programs, policies and arrangements maintained by Parent or the Surviving Corporation providing benefits to any Continuing Employee following the Effective Time (“Continuing Employees”), Parent shall use reasonable efforts to cause the service of each such Continuing Employee with the Company and its ERISA Affiliates prior to the Closing Date to be recognized for purposes of eligibility to participate, levels of benefits (but not for benefit accruals under any defined benefit or other pension or retirement plan) and vesting under each compensation, vacation, fringe or other welfare benefit plan, program or arrangement of Parent, Ultimate Parent, the Surviving Corporation or any of their ERISA Affiliates, but not including any sabbatical or equity compensation plans, programs, agreements or arrangements (collectively, the “Parent Benefit Plans”) in which any ), Parent shall, and shall cause the Surviving Corporation to, cause service rendered by each Continuing Employee is or becomes eligible to participate, but solely to the extent service was credited to such employee for such purposes under a comparable Company Employee Plan immediately prior to the Closing Date and Effective Time to be credited for all purposes (other than for purposes of determining an accrued benefit under any defined benefit pension plan) to the same extent as such Continuing Employee was entitled, prior to the Effective Time, to credit for such service under any similar Plan; provided, however, that in no event shall Continuing Employees be entitled to service credit to the extent such service credit would not result in a duplication of benefitsbenefits for the same period of service. (bd) From In addition, and after without limiting the Closing Date, with respect to each Parent Benefit Plan that is an “employee welfare benefit plan” generality of the foregoing: (as defined in Section 3(1i) of ERISA) in which any Continuing Employee is or becomes eligible to participate, Parent shall use commercially reasonable efforts to cause each Continuing Employee to be immediately eligible to participate, without any waiting time, in any and all Parent Benefit Plans to the extent coverage under such Parent Benefit Plan replaces coverage under a comparable Plan in which such Continuing Employee participated immediately before the Effective Time; and (ii) for purposes of each Parent Benefit Plan providing medical, dental, pharmaceutical and/or vision benefits to any Continuing Employee from and after the Effective Time, (A) Parent shall use commercially reasonable efforts to cause all pre-existing condition limitations, exclusions, waiting periods and actively-at-work requirements of such Parent Benefit Plan to (i) waive all limitations as be waived for such Continuing Employee and his or her covered dependents to the extent such pre-existing conditionscondition limitations, exclusions, waiting periodsperiods or actively-at-work requirements were waived or satisfied under the comparable Plan and (B) Parent shall use commercially reasonable efforts to recognize, required physical examinations or cause to be recognized, any eligible expenses incurred by such Continuing Employee and exclusions with respect his or her covered dependents under a Plan during the portion of the plan year prior to participation and coverage requirements applicable the Effective Time to be taken into account under such Parent Benefit Plan for such Continuing Employees purposes of satisfying all deductible, co-insurance, co-payment and their eligible dependents to the same extent that such premaximum out-existing conditions, waiting periods, required physical examinations and exclusions would not have applied or would have been waived under the corresponding Company Employee Plan in which such Continuing Employee was a participant immediately prior of-pocket requirements applicable to such Continuing Employee’s commencement of participation in such Parent Benefit Plan but, with respect to long-term disability and life insurance benefits and coverage, solely to the extent permitted under the terms and conditions of Parent’s applicable insurance contracts in effect as of the Closing Date; provided, that for purposes of clarity, to the extent such benefit coverage includes eligibility conditions based on periods of employment, Section 7.18(a) shall control; and (ii) provide each Continuing Employee and his or her eligible covered dependents with credit for any co-payments and deductibles the applicable plan year as if such amounts had been paid in the calendar year that, and prior to the date that, such Continuing Employee commences participation in accordance with such Parent Benefit Plan in satisfying any applicable co-payment or deductible requirements under such Parent Benefit Plan for the applicable calendar year, to the extent that such expenses were recognized for such purposes under the comparable Company Employee Plan. (ce) Within ten (10) Business Days following the date of this Agreement, the Company shall deliver or make available to Parent the documents or information listed on Section 6.06(e) of the Disclosure Letter. (f) The parties hereto acknowledge and agree that all provisions contained in this Section 7.18 6.06 are included for the sole benefit of the respective parties to hereto, and that nothing in this Agreement and Section 6.06, whether express or implied, (i) shall not create any right third-party beneficiary or other rights (A) in any other Person, including any employees, employees or former employeesemployees of the Company or any Affiliate of the Company, any participant in any Company Employee Plan Continuing Employee, or any dependent or beneficiary thereof, of any right or (B) to continued employment with ParentParent or any of its Affiliates (including, Companyfollowing the Effective Time, the Surviving Corporation or any of their Affiliates. Nothing in this Section 7.18 Corporation), (ii) shall be deemed to amend treated as an amendment or other modification of any Plan or Parent Benefit Plan Plan, or to require Parent(iii) shall limit the right of Parent or its Subsidiaries (including, following the Effective Time, the Surviving Corporation Corporation) to amend, terminate or otherwise modify any of their Affiliates to continue Plan or amend any particular benefit plan before or after the consummation of the transactions contemplated in this Agreement, and any such plan may be amended or terminated in accordance with its terms and Applicable LawParent Benefit Plan.

Employee Matters. (a) From and after the Closing Date, Parent shall or shall cause the Surviving Corporation to assume, honor and fulfill all of the Company’s employment, retention, severance and change in control obligations in accordance with respect the terms of the applicable Plan as in effect immediately prior to the date of this Agreement. In addition, Parent agrees to cause the Surviving Corporation to pay any earned but unpaid bonuses earned for 2017 in accordance with the Company’s annual bonus Plan to the extent such amounts remain unpaid as of the Closing Date. (b) Following the Closing Date and for a period ending not earlier than December 31, 2018, Parent shall or shall cause the Surviving Corporation to provide or maintain for employees of the Company or its Subsidiaries immediately before the Effective Time who continue employment with in the Surviving Corporation or any Subsidiary employ of the Surviving Corporation following the Effective Time (“Continuing Employees”), Parent shall use reasonable efforts to cause the service of each such Continuing Employee with the Company and its ERISA Affiliates prior to the Closing Date to be recognized for purposes of eligibility to participate, levels of benefits (but not for benefit accruals under any defined benefit or other pension or retirement plan) and vesting under each compensation, vacation, fringe or other welfare benefit plan, program or arrangement of Parent, Ultimate Parent, the Surviving Corporation or any of their ERISA Affiliatesrespective Subsidiaries following the Closing Date (“Continuing Employees”), but not including a base salary or hourly wage, annual target cash bonus opportunity and employee benefits which, in the aggregate, are substantially comparable to those provided to the Continuing Employees immediately prior to Closing (other than benefits pursuant to any sabbatical or equity compensation plansplan or defined benefit pension plan), programsin each case, agreements subject to Section 5.07(a). This Section 5.07 shall not require Parent to maintain any compensation arrangement or arrangements (collectively, the “Parent Benefit Plans”) in which benefit plan for any period of time after Closing. No provision of this Agreement shall be construed as a guarantee of continued employment of any Continuing Employee and this Agreement shall not be construed so as to prohibit Parent or any of its Subsidiaries from having the right to terminate the employment of any Continuing Employee, provided that any such termination is effected in accordance with applicable Law. (c) From and after the Closing, Parent shall provide, or becomes eligible shall cause its Subsidiaries to provide, each Continuing Employee full credit for purposes of eligibility to participate, but solely vesting and accrual of severance benefits under any employee benefit plans or arrangements maintained by Parent or any of its Subsidiaries for such Continuing Employee’s service with the Company, and with any predecessor employer, to the same extent service was credited to such employee for such purposes under a comparable Company Employee Plan immediately prior to recognized by the Closing Date and Company, except (i) to the extent such credit would not result in a the duplication of benefitsbenefits for the same period of service and (ii) for any purpose under any sabbatical benefit provided by Parent or its Subsidiaries. (bd) From and after the Closing Date, with respect to each Parent Benefit Plan that is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) in which any Continuing Employee is or becomes eligible to participate, Parent shall use commercially reasonable efforts to cause each such Parent Benefit Plan to (i) waive all limitations as to pre-existing conditions, waiting periods, required physical examinations and exclusions with respect to participation and coverage requirements applicable under such Parent Benefit Plan for such Continuing Employees and their eligible dependents to the same extent that such pre-existing conditions, waiting periods, required physical examinations and exclusions would not have applied or would have been waived under the corresponding Company Employee Plan in which such Continuing Employee was a participant immediately prior to such Continuing Employee’s commencement of participation in such Parent Benefit Plan but, with respect to long-term disability and life insurance benefits and coverage, solely to the extent permitted under the terms and conditions of Parent’s applicable insurance contracts in effect as of the Closing Date; provided, that for purposes of clarity, to the extent such benefit coverage includes eligibility conditions based on periods of employment, Section 7.18(a) shall control; and (ii) provide each Continuing Employee and his or her eligible dependents, any waiting period provision, pre-existing condition limitation, actively at work requirement or any other restriction that would prevent immediate or full participation under the health and welfare plans of Parent or any of its Subsidiaries applicable to such Continuing Employee to the extent such waiting period, pre-existing condition limitation, actively at work requirement or other restriction would not have been applicable to such Continuing Employee under the terms of the welfare plans of the Company, (ii) waive any and all evidence of insurability requirements (including pre-existing condition limitations, exclusions, waiting periods and actively-at-work requirements) with respect to such Continuing Employees to the extent such evidence of insurability requirements were not applicable to the Continuing Employees under the Plans immediately prior to the Closing, and (iii) give full credit under the welfare plans of Parent and its Subsidiaries applicable to each Continuing Employee and his or her dependents with credit for any all co-payments and deductibles paid in the calendar year that, and satisfied prior to the date thatClosing in the same plan year as the Closing, such Continuing Employee commences participation in such Parent Benefit Plan in satisfying and for any applicable co-payment or deductible requirements under such Parent Benefit Plan for the applicable calendar yearlifetime maximums, to the extent that such expenses were recognized for such purposes under the comparable Company Employee Planas if there had been a single continuous employer. (ce) The parties acknowledge If, and agree only if, requested by Parent at least five (5) days before the Closing Date, the Company shall take (or cause to be taken) all actions necessary or appropriate to terminate, effective no later than the day immediately preceding the Closing Date, the Company’s 401(k) Plan. If Parent so provides notice to the Company, the Company shall deliver to Parent, prior to the Closing Date, evidence that all provisions contained the Company Board has validly adopted resolutions to terminate such Plan (the form and substance of which resolutions shall be subject to review and approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed), effective no later than the date immediately preceding the Closing Date. (f) No provision of this Agreement shall create any third-party beneficiary or other rights in this Section 7.18 are included for the sole benefit any current or former employee, director or other service provider of the respective parties to this Agreement and shall not create Company in respect of any right in benefits that may be provided, directly or indirectly, under any other Person, including any employees, former employees, any participant in any Company Employee Plan or benefit plan of Parent. Nothing herein, expressed or implied, is intended or shall be construed to (i) constitute an amendment to any beneficiary thereofof the compensation and benefits plans maintained for or provided to Continuing Employees prior to or following the Effective Time, of any right to continued employment with (ii) impede or limit Parent, the Company, the Surviving Corporation or any of their Affiliates. Nothing in this Section 7.18 shall be deemed to amend Affiliates from amending or terminating any Parent Benefit Plan or other plan, arrangement, policy or agreement following the Effective Time or (iii) confer upon or give to require Parentany Person (including for the avoidance of doubt any current or former employees, labor unions, directors, or independent contractors of the Company, or on or after the Effective Time, the Surviving Corporation or any of its future Subsidiaries), other than the parties hereto and their Affiliates to continue respective permitted successors and assigns, any legal or amend equitable or other rights or remedies under or by reason of any particular benefit plan before or after the consummation provision of the transactions contemplated in this Agreement, and any such plan may be amended or terminated in accordance with its terms and Applicable Law.

Employee Matters. (a) From and after the Closing DateFor a period ending on December 31, with respect 2007, Parent shall cause to employees of be provided to each individual who is employed by the Company or and its Subsidiaries immediately before prior to the Effective Time (other than those individuals covered by collective bargaining agreements) and who continue employment remain employed with the Surviving Corporation or any Subsidiary of Parent’s Subsidiaries (each an “Affected Employee”) (i) base salary and bonus opportunity no less than what was provided to such Affected Employee under the Surviving Corporation following Employee Plans immediately prior to the Effective Time and (“Continuing Employees”), Parent shall use reasonable efforts ii) other employee benefits substantially comparable in the aggregate to cause the service of each such Continuing benefits provided to the Affected Employee with under the Company and its ERISA Affiliates Employee Plans immediately prior to the Closing Date Effective Time. (b) With respect to be recognized for purposes of eligibility to participate, levels of benefits (but not for any employee benefit accruals under any defined benefit or other pension or retirement plan) and vesting under each compensation, vacation, fringe or other welfare benefit plan, program or arrangement of Parent, Ultimate Parent, the Surviving Corporation or any of their ERISA Affiliates, but not including any sabbatical or equity compensation plans, programs, agreements or arrangements (collectively, the “Parent Benefit Plans”) plan in which any Continuing Affected Employee is or first becomes eligible to participate, but solely to the extent service was credited to such employee for such purposes under a comparable Company Employee Plan immediately prior to the Closing Date and to the extent such credit would not result in a duplication of benefits. (b) From and on or after the Closing Date, with respect to each Parent Benefit Plan that is an Effective Time (the “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) in which any Continuing Employee is or becomes eligible to participateNew Company Plans”), Parent shall use reasonable efforts to cause each such Parent Benefit Plan to shall: (i) waive all limitations as to pre-existing conditions, exclusions and waiting periods, required physical examinations and exclusions periods with respect to participation and coverage requirements applicable to such Affected Employee under any health and welfare New Company Plans in which such Parent Benefit Plan Affected Employee may be eligible to participate after the Effective Time, (ii) provide credit towards any deductible or out-of-pocket expense maximum under any health and welfare New Company Plans for such Continuing out-of-pocket amounts expended by the Affected Employee under the Employee Plans during the current calendar year and (iii) recognize service of Affected Employees and their eligible dependents (or otherwise credited by the Company or its Subsidiaries) accrued prior to the same extent that such pre-existing conditions, waiting periods, required physical examinations Effective Time for purposes of eligibility to participate in and exclusions would vesting credit under (but not have applied or would have been waived under for the corresponding Company purposes of benefit accrual) any New Employee Plan in which such Continuing Employee was a participant immediately prior Affected Employees may be eligible to such Continuing Employee’s commencement of participation participate after the Effective Time, provided, however, that in such Parent Benefit Plan but, with respect to long-term disability and life insurance benefits and coverage, solely no event shall any credit be given to the extent permitted under the terms and conditions of Parent’s applicable insurance contracts in effect as of the Closing Date; provided, that for purposes of clarity, to the extent such benefit coverage includes eligibility conditions based on periods of employment, Section 7.18(a) shall control; and (ii) provide each Continuing Employee and his or her eligible dependents with credit for any co-payments and deductibles paid it would result in the calendar year that, and prior to the date that, such Continuing Employee commences participation in such Parent Benefit Plan in satisfying any applicable co-payment or deductible requirements under such Parent Benefit Plan duplication of benefits for the applicable calendar year, to the extent that such expenses were recognized for such purposes under the comparable Company Employee Plansame period of service. (c) The parties acknowledge and agree that all provisions contained in this Section 7.18 are included for the sole benefit Each of the respective parties to this Agreement Parent and the Company acknowledges on behalf of itself and its Subsidiaries that the Merger shall not create any right constitute a “Change of Control” or a “Change in any other Person, including any employees, former employees, any participant in any Company Control,” as applicable under the Employee Plan or any beneficiary thereof, of any right to continued employment with Parent, Company, the Surviving Corporation or any of their Affiliates. Nothing in this Section 7.18 shall be deemed to amend any Parent Benefit Plan or to require Parent, the Surviving Corporation or any of their Affiliates to continue or amend any particular benefit plan before or after the consummation of the transactions contemplated in this Agreement, and any such plan may be amended or terminated in accordance with its terms and Applicable LawPlans.

Employee Matters. (a) From and after After the Closing Date, with respect to employees of the Company or its Subsidiaries immediately before the Effective Time who continue employment with the Surviving Corporation or First Charter shall not maintain any Subsidiary of the Surviving Corporation following the Effective Time (“Continuing Employees”), Parent shall use reasonable efforts to cause the service of each such Continuing Employee with the Company and its ERISA Affiliates prior to the Closing Date to be recognized for purposes of eligibility to participate, levels of benefits (but not for benefit accruals under any defined benefit or other pension or retirement plan) and vesting under each compensation, vacation, fringe or other welfare benefit plan, program or arrangement of Parent, Ultimate Parent, the Surviving Corporation or any of their ERISA Affiliates, but not including any sabbatical or equity compensation plans, programs, agreements or arrangements (collectively, the “Parent Benefit Plans”) in which any Continuing Employee is or becomes eligible to participate, but solely to the extent service was credited to such employee for such purposes under a comparable Company Employee Plan immediately prior to the Closing Date and to the extent such credit would not result in a duplication of benefits. (b) From and after the Closing Date, with respect to each Parent GBC Benefit Plan that is an “employee welfare pension benefit plan” (as defined in Section 3(13(2)(A) of ERISAERISA 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, First Charter shall, or shall cause its applicable Subsidiaries to, provide to those individuals actively employed by GBC or one of its Subsidiaries as of the Effective Time (collectively, the “Covered Employees”) with employee benefits, rates of base salary or hourly wage and annual bonus opportunities that are substantially similar, in which the aggregate, to the aggregate rates of base salary or hourly wage provided to such 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 Continuing 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, rates of base salary or hourly wage or annual bonus opportunities for any period following any such termination. Except where such benefit is duplicated by substantially similar benefits provided by First Charter to its employees immediately prior to the Closing Date, First Charter or any of its Subsidiaries shall continue to provide any fringe benefits described on Section 3.11 of the GBC Disclosure Schedule to the respective Covered Employee for a period of one year after Closing. (b) To the extent that a Covered Employee becomes eligible to participateparticipate in an employee benefit plan maintained by First Charter or any of its Subsidiaries, Parent other than GBC or its Subsidiaries, First Charter shall use reasonable efforts to cause each such Parent Benefit Plan employee benefit plan to (i) waive all limitations as to pre-existing conditionsrecognize the service of such Covered Employee with GBC or its Subsidiaries for purposes of eligibility and vesting and, waiting periodsexcept under defined benefit pension plans, required physical examinations and exclusions with respect to participation and coverage requirements applicable benefit accrual under such Parent Benefit Plan for such Continuing Employees and their eligible dependents employee benefit plan of First Charter or any of its Subsidiaries to the same extent that such pre-existing conditions, waiting periods, required physical examinations and exclusions would not have applied or would have been waived service was recognized immediately prior to the Effective Time under the corresponding Company Employee a comparable GBC Benefit Plan in which such Continuing Covered Employee was a participant immediately prior to the Effective Time or, if there is no such Continuing Employee’s commencement comparable benefit plan, to the same extent such service was recognized under the Gwinnett Banking Company 401(k) Employee Stock Ownership Plan immediately prior to the Effective Time; provided that such recognition of participation in such Parent Benefit Plan but, service shall not operate to duplicate any benefits with respect to longthe Covered Employee, and (ii) with respect to any health, dental or vision plan of First Charter or any of its Subsidiaries (other than GBC and its Subsidiaries) in which any Covered Employee is eligible to participate in the plan year that includes the year in which such Covered Employee is eligible to participate, (x) cause any pre-term disability and life insurance benefits and coverage, solely existing condition limitations under such First Charter or Subsidiary plan to the extent permitted under the terms and conditions of Parent’s applicable insurance contracts in effect as of the Closing Date; provided, that for purposes of clarity, be waived with respect to such Covered Employee to the extent such benefit coverage includes eligibility conditions based on periods of employment, Section 7.18(a) shall control; and (ii) provide each Continuing limitation would have been waived or satisfied under the GBC Benefit Plan in which such Covered Employee and his or her eligible dependents with credit for any co-payments and deductibles paid in the calendar year that, and participated immediately prior to the date thatEffective Time, and (y) recognize any medical or other health expenses incurred by such Continuing Covered Employee commences participation in such Parent Benefit Plan in satisfying the year that includes the Closing Date for purposes of any applicable codeductible and annual out-payment or deductible of-pocket expense requirements under any such Parent Benefit Plan for health, dental or vision plan of First Charter or any of its Subsidiaries. In addition, each employee of GBC that is retained by First Charter as of the applicable calendar year, Effective Time shall receive a one-time $3,000 payment to offset the extent that such expenses were recognized for such purposes under difference in costs associated with the comparable Company Employee Plantransition to First Charter’s health plan. (c) The parties acknowledge First Charter agrees to honor all unpaid liabilities accrued under all employment agreements, consulting agreements, severance agreements and agree deferred compensation agreements that all provisions contained in this Section 7.18 are included for GBC or its Subsidiaries have with their current and former employees and directors and which have been disclosed to First Charter on the sole benefit of the respective parties to this Agreement and shall not create any right in any other PersonGBC Disclosure Schedule, including any employees, former employees, any participant in any Company Employee Plan or any beneficiary thereof, of any right to continued employment with Parent, Company, the Surviving Corporation or any of their Affiliates. Nothing in this Section 7.18 shall be deemed to amend any Parent Benefit Plan or to require Parent, the Surviving Corporation or any of their Affiliates to continue or amend any particular benefit plan before or after the consummation of the transactions contemplated in this Executive Supplemental Retirement Agreement, as amended June 1, 2006 and any such plan Life Insurance Endorsement Method Split Dollar Plan Agreement, except all as may be amended amended, superceded or terminated replaced pursuant to the employment or retention agreements referenced in accordance with Section 7.2(e). GBC expressly assigns any and all of its terms and Applicable Lawrights under such agreements to First Charter.

Employee Matters. (a) From and after For a period of one year beginning on the Closing Date, with respect to employees Parent shall cause each individual who is employed as of the Closing Date by the Company or a Subsidiary thereof (a “Company Employee”) and who remains employed by Parent or any of its Subsidiaries immediately before the Effective Time who continue employment with (including the Surviving Corporation or any Subsidiary of its Subsidiaries) to be provided with base compensation (salary and wages) and annual incentive compensation opportunities at a rate no less favorable, with respect to each individual receiving any such compensation, than that received by similarly-situated employees of Parent or its Subsidiaries. (b) Parent shall take all actions necessary or appropriate to permit each Company Employee to either continue to participate from and after the Closing Date in the Company Plans or be eligible to participate from and after the Closing Date in Employee Benefit Plans of Parent or any of its Subsidiaries (including the Surviving Corporation following or any of its Subsidiaries), subject to the Effective Time terms and conditions thereof and the remainder of this Section 6.9(b). To the extent Parent causes a Company Employee to cease to be eligible to participate in a Company Plan and instead provides for such Company Employee to be eligible to participate in an Employee Benefit Plan sponsored or maintained by a Parent or one of its Subsidiaries (the “Continuing EmployeesReplacement Plans”), if such Replacement Plan is a group health plan, Parent shall use reasonable efforts credit (or cause to cause be credited) such Company Employee, for the year during which such coverage under such Replacement Plan begins, with any deductibles and copayments already incurred during such year under the comparable Company Plan. Parent, the Surviving Corporation, their Affiliates, and the Replacement Plans shall recognize each Company Employee’s years of service and level of each such Continuing Employee seniority with the Company and its ERISA Affiliates prior to Subsidiaries (including service and seniority with any other employer that was recognized by the Closing Date to be recognized Company or a Subsidiary thereof) for purposes of eligibility to participateterms of employment and eligibility, levels of benefits vesting and benefit determination (but not for benefit accruals under any defined benefit or other pension or retirement planretiree welfare arrangement) and vesting under each compensation, vacation, fringe or other welfare benefit plan, program or arrangement of Parent, Ultimate Parent, the Surviving Corporation or any of their ERISA Affiliates, but not including any sabbatical or equity compensation plans, programs, agreements or arrangements (collectively, the “Parent Benefit Replacement Plans”) in which any Continuing Employee is or becomes eligible to participate, but solely to the extent service was credited to such employee for such purposes under a comparable Company Employee Plan immediately prior to the Closing Date and to the extent such credit would not result in a duplication of benefits. (b) From and after the Closing Date, with respect to each Parent Benefit Plan that is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) in which any Continuing Employee is or becomes eligible to participate, . Parent shall use reasonable efforts to cause each such Parent Benefit Replacement Plan to (i) waive all limitations as to pre-existing conditions, waiting periods, required physical examinations and exclusions any preexisting condition exclusion or restriction with respect to participation and coverage requirements applicable under such Parent Benefit Plan for such Continuing Employees and their eligible dependents to a Company Employee to the same extent that such pre-existing conditions, waiting periods, required physical examinations and exclusions would exclusion or restriction did not have applied or would have been waived apply with respect to such employee under the corresponding Company Employee Plan in which such Continuing Employee was a participant immediately prior to such Continuing Employee’s commencement of participation in such Parent Benefit Plan but, with respect to long-term disability and life insurance benefits and coverage, solely to the extent permitted under the terms and conditions of Parent’s applicable insurance contracts in effect as of the Closing Date; provided, that for purposes of clarity, to the extent such benefit coverage includes eligibility conditions based on periods of employment, Section 7.18(a) shall control; and (ii) provide each Continuing Employee and his or her eligible dependents with credit for any co-payments and deductibles paid in the calendar year that, and prior to the date that, such Continuing Employee commences participation in such Parent Benefit Plan in satisfying any applicable co-payment or deductible requirements under such Parent Benefit Plan for the applicable calendar year, to the extent that such expenses were recognized for such purposes under the comparable Company Employee Plan. (c) From and after the Effective Time, Parent shall cause the Surviving Corporation and its Subsidiaries to honor their respective obligations under all employment, severance, change in control and other agreements, if any, between the Company (or a Subsidiary thereof) and an individual employed prior to the Closing Date by the Company or a Subsidiary thereof, but subject to any provisions thereof related to termination or amendment of such agreements. (d) Parent shall cause the Surviving Corporation and its Subsidiaries to assume, adopt and continue the Memorial Resource Development Corp. 401(k) Plan (the “401(k) Plan”) as in existence immediately prior to the Closing Date. The parties acknowledge Surviving Corporation shall become the sponsor of the 401(k) Plan and agree that shall assume all provisions contained of the powers, authorities, duties, responsibilities, and obligations thereunder to the extent indicated in the 401(k) Plan. The Surviving Corporation shall execute such documents as may be appropriate to further the purposes of the assignment and assumption and to accomplish and complete such assignment and assumption. (e) For purposes of determining the number of vacation days and other paid time off to which each Company Employee is entitled during the calendar year in which the Closing Date occurs, Parent or its applicable Affiliate will assume and honor all vacation and other paid time off days accrued or earned but not yet taken by such Company Employee as of the Closing Date. (f) Nothing in this Agreement shall constitute an amendment to, or be construed as amending, any benefit plan, program or agreement sponsored, maintained or contributed to by the Company, Parent or any of their respective Subsidiaries. The provisions of this Section 7.18 6.9 are included for the sole benefit of the respective parties and nothing herein, expressed or implied, is intended or will be construed to this Agreement and shall not create confer upon or give to any right in any other PersonPerson (including, including any employeesfor the avoidance of doubt, former employees, any participant in any Company Employee Plan or any beneficiary thereof, other current or former employee of any right to continued employment with Parent, Company, the Surviving Corporation Company or any of their respective Affiliates), other than the parties and their respective permitted successors and assigns, any legal or equitable or other rights or remedies (including with respect to the matters provided for in this Section 6.9) under or by reason of any provision of this Agreement. Nothing in this Section 7.18 Agreement shall be deemed to amend any Parent Benefit Plan or to require Parent, the Surviving Corporation or any of their Affiliates to continue the employment of any Company Employee or amend any particular benefit plan before or after the consummation of the transactions contemplated in this Agreement, and any such plan may be amended or terminated in accordance with its terms and Applicable Lawother Person.

Employee Matters. (a) From For the 12-month period beginning on the Closing Date (or such period as the employee continues to be employed by Parent or one of its Subsidiaries), Parent shall provide, or shall cause the Company to continue providing, to each individual who is an employee of the Company as of the Closing (each, an “Affected Employee”): (i)(A) base salary or hourly wage rate, as applicable, and (B) annual target cash incentive compensation opportunities (including target bonuses and target commissions) that are, in each case, at least equal to the base salary or hourly wage rate or annual target cash incentive compensation opportunities (including target bonuses and target commissions) provided to such Affected Employee immediately prior to the Closing and (ii) other compensation and benefits (excluding equity and equity based rights, non-qualified deferred compensation, severance, retention, sign-on, change in control or other similar bonuses, defined benefit pension and retiree medical or welfare benefits) that are substantially comparable, in the aggregate, to those provided to such Affected Employee immediately prior to the Closing. (b) In the event any Affected Employee first becomes eligible to participate under any Parent Employee Plan following the Effective Time, Parent shall use its reasonable best efforts, or shall cause its Subsidiaries to use reasonable best efforts to: (i) waive, or cause to be waived, any preexisting conditions, exclusions, limitations and waiting periods with respect to participation and coverage requirements applicable to such Affected Employee under any Parent Employee Plan providing medical, dental or vision benefits to the same extent such limitation would have been waived or satisfied under the applicable Company Employee Plan such Affected Employee participated in immediately prior to coverage under such Parent Employee Plan and (ii) provide such Affected Employee with credit for any copayments and deductibles paid under a Company Employee Plan during the calendar year in which the Closing Date occurs for purposes of satisfying such year’s co-payment and deductible limitations under the relevant Parent Employee Plan in which such Affected Employee is eligible to participate from and after the Closing Date, with respect to employees the same extent such credit was given under the Company Employee Plan such Affected Employee participated in immediately prior to coverage under such Parent Employee Plan in satisfying any applicable deductible or out-of-pocket requirements under such Parent Employee Plan. (c) As of the Company Effective Time, Parent shall, or shall cause its Subsidiaries immediately before to, recognize all service of each Affected Employee prior to the Effective Time who continue employment with the Surviving Corporation or any Subsidiary of the Surviving Corporation following the Effective Time (“Continuing Employees”), Parent shall use reasonable efforts to cause the service of each such Continuing Employee with the Company and its ERISA Affiliates prior Subsidiaries (including any respective predecessors to the Closing Date to be recognized extent the Company has provided Parent with all reasonably necessary records documenting such service with such predecessors) for vesting and eligibility purposes of eligibility to participate, levels of benefits (but not benefit accrual), except for benefit accruals equity compensation vesting purposes, under any defined benefit or other pension or retirement plan) and vesting under each compensation, vacation, fringe or other welfare benefit plan, program plan or arrangement of Parent, Ultimate Parent, the Surviving Corporation or any of their ERISA Affiliates, but not including any sabbatical or equity compensation plans, programs, agreements or arrangements (collectively, respective Subsidiaries providing benefits to such Affected Employee after the “Parent Benefit Plans”) in which any Continuing Employee is or becomes eligible to participate, but solely Effective Time to the same extent such service credit was credited to such employee granted under any benefit plan or arrangement of the Company or any of its Subsidiaries. In no event shall anything contained in this Section ‎7.04(c) result in any duplication of benefits for such purposes under a comparable Company Employee Plan the same period of service. (d) Effective as of immediately prior to the Closing Date and Effective Time, unless otherwise directed in writing by Parent at least five Business Days prior to the extent Effective Time, the Company shall terminate the Company 401(k) Plan. In connection with the termination of such credit would not result plan, Parent shall permit each Affected Employee to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, excluding participant loans) in a duplication cash in an amount equal to the eligible rollover distribution portion of benefits. (b) From and after the Closing Date, with respect account balance distributed to each Parent Benefit Plan that is such Affected Employee from such plan to an “employee welfare benefit eligible retirement plan” (as defined in within the meaning of Section 3(1401(a)(31) of ERISAthe Code) in which of Parent or any Continuing Employee of its Subsidiaries (a “Parent Qualified Plan”). If the Company 401(k) Plan is or becomes terminated as described herein, the Affected Employees shall be eligible as soon as practicable following the Closing Date to participate, Parent shall use reasonable efforts to cause each such Parent Benefit Plan to (i) waive all limitations as to pre-existing conditions, waiting periods, required physical examinations and exclusions with respect to participation and coverage requirements applicable under such Parent Benefit Plan for such Continuing Employees and their eligible dependents to the same extent that such pre-existing conditions, waiting periods, required physical examinations and exclusions would not have applied or would have been waived under the corresponding Company Employee Plan in which such Continuing Employee was a participant immediately prior to such Continuing Employee’s commencement of commence participation in such a Parent Benefit Plan but, with respect to long-term disability and life insurance benefits and coverage, solely to the extent permitted under the terms and conditions of Parent’s applicable insurance contracts in effect as of the Closing Date; provided, that for purposes of clarity, to the extent such benefit coverage includes eligibility conditions based on periods of employment, Section 7.18(a) shall control; and (ii) provide each Continuing Employee and his or her eligible dependents with credit for any co-payments and deductibles paid in the calendar year that, and prior to the date that, such Continuing Employee commences participation in such Parent Benefit Plan in satisfying any applicable co-payment or deductible requirements under such Parent Benefit Plan for the applicable calendar year, to the extent that such expenses were recognized for such purposes under the comparable Company Employee Qualified Plan. (ce) The parties acknowledge and agree that all provisions Without limiting the generality of Section ‎11.06, nothing contained in this Section 7.18 are included for the sole benefit ‎7.04 or elsewhere in this Agreement, express or implied (i) shall cause either Parent or any of the respective parties its Affiliates to this Agreement and shall not create be obligated to continue to employ any right in any other Person, including any employeesAffected Employees, former employeesfor any period of time following the Effective Time, any participant in (ii) shall prevent Parent or its Affiliates from revising, amending or terminating any Company Employee Plan or any beneficiary thereofother employee benefit plan, program or policy in effect from time to time, (iii) shall be construed as an amendment of any right to continued employment with ParentCompany Employee Plan or Parent Employee Plan, Companyor (iv) shall create any third-party beneficiary rights in any director, officer, employee or individual Person, including any present or former employee, officer, director or individual independent contractor of the Surviving Corporation Company or any of their Affiliates. Nothing in this Section 7.18 shall be deemed to amend its Subsidiaries (including any Parent Benefit Plan beneficiary or to require Parent, the Surviving Corporation or any dependent of their Affiliates to continue or amend any particular benefit plan before or after the consummation of the transactions contemplated in this Agreement, and any such plan may be amended or terminated in accordance with its terms and Applicable Lawindividual).

Employee Matters. (a) From and after During the one-year period beginning on the Closing Date, Parent shall provide (i) each individual who is employed with respect to employees of the Company or any of its Subsidiaries as of the Closing (each, a “Continuing Employee”) compensation and benefits that are substantially comparable in the aggregate to the compensation and benefits provided to such Continuing Employee as of immediately before prior to the Closing (excluding the value of any severance benefits and excluding any rights to receive equity compensation), (ii) each Continuing Employee who as of immediately prior to the Effective Time holds the title of Vice President or above six months of notice prior to terminating such employee’s employment without cause; provided that Parent may elect, in lieu of providing such notice, to provide such employee with payment of such employee’s base salary and cash incentive compensation for such six month period, and (iii) each Continuing Employee who continue employment with the Surviving Corporation or any Subsidiary as of the Surviving Corporation following immediately prior to the Effective Time (“Continuing Employees”)holds a title that is below Vice President and whose employment is terminated without cause payment of two months of such employee’s base salary for each full or partial year of such employee’s service with the Company, Parent and their respective Affiliates; provided that such payment shall use reasonable efforts to cause the not exceed 12 months of such employee’s base salary. (b) Parent shall provide credit for each Continuing Employee’s length of service of each such Continuing Employee with the Company and its ERISA Affiliates prior to the Closing Date to be recognized Subsidiaries for purposes of eligibility to participate, levels of benefits (but not for vesting and benefit accruals accrual, other than benefit accrual under any defined benefit or other pension or retirement plan) and vesting , under each compensation, vacation, fringe or other welfare benefit plan, program program, policy or arrangement of ParentParent and its Affiliates to the same extent that such service was recognized under a similar plan, Ultimate Parentprogram, policy or arrangement of the Surviving Corporation Company or any of their ERISA Affiliatesits Subsidiaries as of Closing; provided that, but such prior service credit shall not including any sabbatical or equity compensation plans, programs, agreements or arrangements (collectively, the “Parent Benefit Plans”) in which any Continuing Employee is or becomes eligible to participate, but solely be required to the extent service was credited to such employee for such purposes under a comparable Company Employee Plan immediately prior to the Closing Date and to the extent such credit would not result that it results in a duplication of benefits. (bc) From Parent shall use commercially reasonable efforts to cause each benefit plan of Parent and after the Closing Date, with respect to each Parent Benefit Plan that is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) its Affiliates in which any Continuing Employee is may participate following the Closing that provides for medical, dental, health, pharmaceutical or becomes eligible to participatevision benefits (each, a “Parent shall use reasonable efforts to cause each such Parent Benefit Plan Welfare Plan”) to (i) waive all limitations as to pre-existing conditions, waiting periods, required physical examinations preexisting conditions and exclusions service conditions with respect to participation and coverage requirements applicable under such Parent Benefit Plan for requirements, other than limitations that were in effect with respect to such Continuing Employees and their eligible dependents Employee as of immediately prior to the same extent that such pre-existing conditions, waiting periods, required physical examinations and exclusions would not have applied or would have been waived Closing under the corresponding Company Employee Plan in which Plan, (ii) honor any payments, charges and expenses of such Continuing Employee was a participant immediately prior to such Continuing Employee’s commencement of participation in such Parent Benefit Plan but, with respect to long-term disability and life insurance benefits and coverage, solely to the extent permitted under the terms and conditions of Parent’s applicable insurance contracts in effect as of the Closing Date; provided, that for purposes of clarity, to the extent such benefit coverage includes eligibility conditions based on periods of employment, Section 7.18(a) shall control; and (ii) provide each Continuing Employee and his or her eligible dependents with credit for any dependents) that were applied toward the deductible, out-of-pocket maximums and co-payments and deductibles paid in the calendar year that, and prior to the date that, such Continuing under an Employee commences participation in such Parent Benefit Plan in satisfying any applicable deductibles, out-of-pocket maximums and co-payment payments under the corresponding Parent Welfare Plan during the same plan year in which such payments, charges and expenses were made, and (iii) waive any waiting period limitation or deductible requirements under evidence of insurability requirement that would otherwise be applicable to such Parent Benefit Plan for Continuing Employee following the applicable calendar year, Closing to the extent that such expenses were recognized for such purposes Continuing Employee had satisfied any similar limitation under the comparable Company corresponding Employee Plan. (cd) The parties acknowledge and agree that all provisions contained Nothing in this Section 7.18 are included for the sole benefit of the respective parties 8.04 shall (i) be treated as an amendment of, or undertaking to this Agreement and shall not create any right in any other Person, including any employees, former employeesamend, any participant in any Company Employee Plan or any beneficiary thereof, employee benefit plan of any right to continued employment with Parent, Company, the Surviving Corporation Parent or any of their its Affiliates, (ii) prohibit Parent or any of its Affiliates from amending any Employee Plan, (iii) require Parent or any of its Affiliates to continue the employment of any Continuing Employee for any period of time or (iv) without limiting the last sentence of Section 12.06(a), confer any rights or benefits on any Person other than the parties to this Agreement. Nothing For the avoidance of doubt, nothing in this Section 7.18 8.04 shall be deemed construed to amend limit any obligation of Parent Benefit Plan or to require Parent, the Surviving Corporation or any of their its Affiliates with respect to continue or amend any particular benefit plan before or after the consummation of the transactions contemplated in this Agreement, and any such plan may be amended or terminated in accordance with its terms and Continuing Employees under Applicable Law.

Employee Matters. (a) From and after the Closing DateEffective Time, the Cyclone Employee Plans and the Hurricane Employee Plans in effect at the Effective Time will remain in effect (except as provided in Section 2.06) with respect to employees and former employees of Cyclone or Hurricane and their Subsidiaries, as applicable, and the Company or its Subsidiaries immediately before the Effective Time who continue employment with the Surviving Corporation or any Subsidiary dependents of the Surviving Corporation following such employees covered by such plans at the Effective Time (the “Continuing Covered Employees”), Parent shall use reasonable efforts until such time as Hurricane otherwise determines, subject to cause Applicable Law, the service terms of each such Continuing Employee with the Company plans and its ERISA Affiliates prior this Section 8.18. Prior to the Closing Date Effective Time, Hurricane and Cyclone acting in good faith will cooperate in reviewing, evaluating and analyzing the Cyclone Employee Plans and the Hurricane Employee Plans with a view towards developing appropriate employee benefit and compensation plans, programs and arrangements for Covered Employees after the Effective Time which, among other things, (i) will treat similarly situated Covered Employees on a substantially equivalent basis, taking into account all relevant factors, including duties, responsibilities, geographic location, tenure, and qualifications and (ii) will not discriminate between Covered Employees who at the Effective Time are covered by Cyclone Employee Plans, on the one hand, and those covered by Hurricane Employee Plans, on the other hand, and which Hurricane will adopt subject to be recognized customary rights to subsequently amend or terminate such plans as Hurricane thereafter deems appropriate (individually a “New Benefit Plan” and collectively the “New Benefits Plans”). (b) Each New Benefit Plan will (i) provide all of the Covered Employees eligible to participate in such plans with service credit for purposes of eligibility to participateeligibility, participation, vesting and levels of benefits (but not for benefit accruals under any defined benefit pension plan or any retiree medical or other pension post-retirement welfare plan or retirement plan) and vesting under each compensation, vacation, fringe or other welfare benefit plan, program or arrangement of Parent, Ultimate Parent, the Surviving Corporation or any of their ERISA Affiliates, but not including any sabbatical or equity compensation plans, programs, agreements or arrangements (collectively, the “Parent Benefit Plans”) in which any Continuing Employee is or becomes eligible to participate, but solely to the extent service was credited to such employee for such purposes under a comparable Company Employee Plan immediately prior to the Closing Date and to the extent such credit as would not otherwise result in a duplication of benefits) for all periods of employment with Cyclone or Hurricane or any of their respective Subsidiaries (or their predecessor entities) prior to the Effective Time, (ii) cause any pre-existing conditions or limitations, eligibility, waiting periods or required physical examinations under any New Benefit Plan which is a welfare plan to be waived with respect to the Covered Employees and their eligible dependents, to the extent waived under the corresponding plan in which the applicable Covered Employees participated immediately prior to the Effective Time and, with respect to life insurance coverage, up to the Covered Employee’s current level of insurability, and (iii) give the Covered Employees and their eligible dependents credit for the plan year in which the Effective Time (or the date of commencement of participation in such New Benefit Plan) occurs towards applicable deductibles and annual out-of-pocket limits for expenses incurred prior to the Effective Time (or the date of commencement of participation in such New Benefit Plan). (bc) Immediately prior to the Effective Time, Cyclone shall make the payments set forth in the change of control agreements referred to in Section 8.18 of the Cyclone Disclosure Schedule. Section 8.18 of the Cyclone Disclosure Schedule also sets forth certain other employment arrangements to be entered into by Cyclone as of the Effective Time. (d) Section 8.18 of the Hurricane Disclosure Schedule sets forth certain employment arrangements to be entered into by Hurricane as of the Effective Time. (e) From and after the Closing DateEffective Time, with respect Hurricane will honor all accrued and vested benefit obligations to each Parent Benefit Plan that is an “employee welfare benefit plan” (as defined in Section 3(1) and contractual rights of ERISA) in which any Continuing Employee is or becomes eligible to participate, Parent shall use reasonable efforts to cause each such Parent Benefit Plan to (i) waive all limitations as to pre-existing conditions, waiting periods, required physical examinations current and exclusions with respect to participation former employees of Cyclone and coverage requirements applicable under such Parent Benefit Plan for such Continuing Employees Hurricane and their eligible dependents to the same extent that such pre-existing conditions, waiting periods, required physical examinations and exclusions would not have applied or would have been waived respective Subsidiaries under the corresponding Company Cyclone Employee Plan in which such Continuing Plans or Hurricane Employee was a participant immediately prior to such Continuing Employee’s commencement of participation in such Parent Benefit Plan butPlans, with respect to long-term disability and life insurance benefits and coverage, solely to the extent permitted under the terms and conditions of Parent’s applicable insurance contracts in effect as of the Closing Date; provided, that for purposes of clarityapplicable, to the extent such benefit coverage includes eligibility conditions based on periods accrued and vested as of employment, Section 7.18(a) shall control; and (ii) provide each Continuing Employee and his or her eligible dependents with credit for any co-payments and deductibles paid in the calendar year that, and prior to the date that, such Continuing Employee commences participation in such Parent Benefit Plan in satisfying any applicable co-payment or deductible requirements under such Parent Benefit Plan for the applicable calendar year, to the extent that such expenses were recognized for such purposes under the comparable Company Employee PlanEffective Time. (cf) The parties acknowledge and agree that all provisions contained (i) Nothing in this Section 7.18 are included for the sole benefit 8.18 shall be treated as an amendment of the respective parties to this Agreement and shall not create any right in any other Person, including any employees, former employees, any participant in any Company Cyclone Employee Plan or any beneficiary thereofHurricane Employee Plan (or an undertaking to amend any such plan), of any right to continued employment with Parent, Company, the Surviving Corporation or any of their Affiliates. Nothing (ii) nothing in this Section 7.18 shall be deemed to amend 8.18 will prohibit Hurricane from amending, modifying or terminating any Parent Benefit Cyclone Employee Plan or to require ParentHurricane Employee Plan pursuant to, and in accordance with, the Surviving Corporation terms thereof, and (iii) nothing in this Section 8.18 shall confer any rights or benefits including, without limitation third party beneficiary rights, on any of their Affiliates to continue person or amend any particular benefit plan before or employee other than Cyclone and Hurricane. (g) From and after the consummation of Effective Time, Hurricane will enter into an indemnification agreement with each Continuing Cyclone Director, such indemnification agreement to be substantially in the transactions contemplated in this Agreement, and any such plan may be amended or terminated in accordance with its terms and Applicable Lawform currently provided to Hurricane directors.