Common use of Employee Matters Clause in Contracts

Employee Matters. (a) Until the first anniversary of the Effective Time, the Surviving Entity shall provide, or cause to be provided, continued employment for those individuals who were employees of the Company and the Company Subsidiaries immediately prior to the Effective Time except as set forth on Section 6.6(a) of the Company Disclosure Schedule (the “Continuing Employees”) and shall provide, or cause to be provided, each Continuing Employee with (i) a base salary or base wages at an annual rate that is no less than the annual rate of the base salary or base wages provided to such Continuing Employee immediately prior to the date of this Agreement, (ii) an annual bonus and other cash-based incentive compensation target that is no less than the annual bonus and other cash-based incentive compensation target compensation provided to such Continuing Employee immediately prior to the date of this Agreement, (iii) a long-term equity incentive compensation opportunity with a value that is not less than any long term equity incentive compensation provided to such Continuing Employee immediately prior to the date of this Agreement, and (iv) employee benefits that are, in the good faith judgment of Parent, either (x) in the aggregate no less favorable than the employee benefits provided by the Company or the applicable Company Subsidiary to the Continuing Employees immediately prior to the date of this Agreement or (y) substantially comparable to the employee benefits provided by Parent or the applicable Subsidiary to similarly situated employees of Parent or the applicable Subsidiary. Notwithstanding anything to the contrary, nothing herein shall be deemed to restrict the right of Parent or the Surviving Entity to terminate the employment of any such Continuing Employee for Cause (as defined in such Continuing Employee’s Company Employment Agreement, or, to the extent such Continuing Employee is not party to a Company Employment Agreement, as defined in the Company’s Change in Control Severance Plan, effective January 1, 2021 (the “CIC Severance Plan”)).

Employee Matters. (a) Until For a period ending on the first anniversary earlier of (x) twelve (12) months following the Effective TimeClosing Date, (y) December 31, 2024, or (z) the employee’s termination of employment or service (the “Continuation Period”), Parent shall, or shall cause its Subsidiaries (including the Surviving Entity shall provideCorporation) to, or cause to be provided, continued employment for those individuals provide each individual who were employees is an employee of the Company and the or a Company Subsidiaries Subsidiary immediately prior to the Effective Time except as set forth on Section 6.6(a) of the (each, a “Company Disclosure Schedule (the “Continuing EmployeesEmployee”) and shall provide, or cause to be provided, each Continuing Employee with (i) a base salary or base wages at an annual rate wage rate, as applicable, that is no less than the annual rate of the base salary or base wages provided to such Continuing Employee wage rate as in effect immediately prior to the date of this AgreementClosing, (ii) an aggregate target annual bonus cash and other cash-based incentive compensation target that is no less than the annual bonus and other cash-based incentive compensation target compensation provided to such Continuing Employee immediately prior to the date of this Agreement, (iii) a long-term equity incentive compensation opportunity with a value opportunities that is not less than any long term equity incentive compensation provided to such Continuing Employee immediately prior to the date of this Agreement, and (iv) employee benefits that are, in the good faith judgment of Parent, either (x) in the aggregate are no less favorable than the employee benefits provided by aggregate value of the Company target annual cash and equity (but excluding retention or the applicable Company Subsidiary to the Continuing Employees transaction based opportunities) incentive compensation opportunities as in effect immediately prior to the date Closing (and for purposes of this Agreement or (y) substantially comparable any performance-based incentive compensation opportunities, the value attributable to such opportunities shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided to the employee benefits Company Employees be more favorable than the cash and equity incentive opportunities provided by Parent or the applicable Subsidiary to similarly situated employees of Parent or and its Subsidiaries, and (iii) employee benefits that, in the applicable Subsidiary. Notwithstanding anything aggregate, are substantially similar to the contrary, nothing herein shall be deemed to restrict the right of Parent or the Surviving Entity to terminate the employment of employee benefits (other than any such Continuing Employee for Cause Excluded Benefits (as defined in such Continuing Employee’s Company Employment Agreementbelow)) provided immediately prior to the Closing, or, to the extent such Continuing Employee is not party the Company Employees are transitioned to a Company Employment Agreement, Parent Plans (as defined below) during the Continuation Period, such employee benefits that, in the Company’s Change in Control Severance Planaggregate, effective January 1are substantially similar to the employee benefits (other than any Excluded Benefits) provided to similarly situated employees of Parent. Notwithstanding any provision herein to the contrary, 2021 neither Parent nor any of its Subsidiaries (including the “CIC Severance Plan”))Surviving Corporation) shall be obligated to continue to employ any Company Employee for any specific period of time following the Closing Date, subject to applicable Law.

Employee Matters. (a) Until the first anniversary date that is twelve (12) months following the Closing Date, Parent shall cause each individual who is employed as of the Effective Time, the Surviving Entity shall provide, or cause to be provided, continued employment for those individuals who were employees of Closing Date by the Company and the or a Subsidiary thereof (a “Company Subsidiaries immediately prior to the Effective Time except as set forth on Section 6.6(a) of the Company Disclosure Schedule (the “Continuing EmployeesEmployee”) and shall provide, who remains employed by Parent or cause any of its Subsidiaries (including the Surviving Company or any of its Subsidiaries) to be provided, each Continuing Employee provided with (i) a total target cash compensation opportunity (consisting of base salary or base wages at an wages, as applicable, and annual rate cash incentive opportunities) that is no less favorable than the annual rate of the base salary or base wages either that provided to such Continuing Employee immediately prior to the date of this Agreement, (ii) an annual bonus and other cash-based incentive compensation target that is no less than the annual bonus and other cash-based incentive compensation target compensation provided to such Continuing Employee immediately prior to the date of this Agreement, (iii) a long-term equity incentive compensation opportunity with a value that is not less than any long term equity incentive compensation provided to such Continuing Employee immediately prior to the date of this Agreement, and (iv) employee benefits that are, in the good faith judgment of Parent, either (x) in the aggregate no less favorable than the employee benefits provided by the Company or the applicable Company Subsidiary to the Continuing Employees immediately prior to the date of this Agreement Closing Date or (y) substantially comparable to the employee benefits provided by Parent or the applicable Subsidiary to similarly situated employees of Parent or its Subsidiaries, provided that a Company Employee’s base compensation (salary or wages, as applicable) shall not be reduced below the applicable Subsidiary. Notwithstanding anything level in effect for such Company Employee as of immediately prior to the contrary, nothing herein shall be deemed Closing Date; (ii) eligibility for equity compensation to restrict the right same extent as provided to similarly situated employees of Parent or its Subsidiaries, provided that the Surviving Entity amount of such equity compensation may be adjusted to terminate avoid duplication that otherwise may arise as a result of differences in timing of grants by the employment of any such Continuing Employee for Cause (as defined in such Continuing Employee’s Company Employment Agreement, or, prior to the extent Closing Date and by Parent following the Closing Date; (iii) employee benefits (excluding for the avoidance of doubt, incentives and equity compensation, which are covered above) at a level that is no less favorable in the aggregate than either the employee benefits in effect for such Continuing Company Employee is not party immediately prior to a Company Employment Agreement, as defined in the Closing Date or the employee benefits provided to similarly situated employees or Parent and its Subsidiaries; and (iv) eligibility for severance benefits on terms no less favorable than those provided pursuant to the Company’s Change severance arrangements in Control Severance Plan, effective January 1, 2021 (place as of the “CIC Severance Plan”)date hereof and identified on Schedule 4.10(a).

Employee Matters. (ai) Until Subject to the first anniversary terms of this Agreement, from and after the Effective Time, Parent shall honor or cause the Surviving Entity shall provide, or cause Corporation to be provided, continued employment for those individuals who were employees continue to honor all Company Benefit Plans set forth on Section 3.11(a) of the Company and Disclosure Schedule in accordance with their terms as in effect immediately before the Effective Time, provided, that nothing herein shall prohibit Parent or the Surviving Corporation from amending or terminating any such Company Subsidiaries Benefit Plans, arrangements or agreements in accordance with their terms as in effect immediately prior to the Effective Time except as set forth on Section 6.6(a) or from terminating the employment of any Company Employee to the Company Disclosure Schedule (extent permitted by applicable Laws. For a period of at least one year following the “Continuing Employees”) and Effective Time, Parent shall provide, or shall cause to be provided, to each Continuing Employee with (i) a base salary or base wages at an annual rate current and former Company Employee, other than such employees covered by collective bargaining agreements, compensation and employee benefits that is are no less favorable, in the aggregate, than the annual rate of the base salary or base wages compensation and benefits provided to current and former Company Employees (as the case may be) immediately before the Effective Time; provided that Parent shall be entitled to make modifications thereto to the extent such Continuing Employee modifications do not result in compensation and benefits for the Company Employees not covered by collective bargaining agreements that are less favorable in the aggregate than that which is then provided to similarly situated Parent Employees not covered by collective bargaining agreements. Notwithstanding anything in this Agreement to the contrary, neither the Surviving Corporation nor any of its affiliates shall reduce the rate at which any Company Employee, who immediately prior to the date of this AgreementEffective Time earned at least five (5) weeks paid vacation per year, (ii) an annual bonus and other cash-based incentive compensation target earns paid vacation time after the Effective Time; provided that is there shall be no less obligation to increase the rate at which such Company Employee earns vacation to a rate greater than the annual bonus and other cash-based incentive compensation target compensation provided to that in effect for such Continuing Company Employee immediately prior to before the date of this Agreement, (iii) a long-term equity incentive compensation opportunity with a value that is not less than any long term equity incentive compensation provided to such Continuing Employee immediately prior to the date of this Agreement, and (iv) employee benefits that are, in the good faith judgment of Parent, either (x) in the aggregate no less favorable than the employee benefits provided by the Company or the applicable Company Subsidiary to the Continuing Employees immediately prior to the date of this Agreement or (y) substantially comparable to the employee benefits provided by Parent or the applicable Subsidiary to similarly situated employees of Parent or the applicable Subsidiary. Notwithstanding anything to the contrary, nothing herein shall be deemed to restrict the right of Parent or the Surviving Entity to terminate the employment of any such Continuing Employee for Cause (as defined in such Continuing Employee’s Company Employment Agreement, or, to the extent such Continuing Employee is not party to a Company Employment Agreement, as defined in the Company’s Change in Control Severance Plan, effective January 1, 2021 (the “CIC Severance Plan”))Effective Time.

Employee Matters. (a) Until the first anniversary For a period of one year following the Effective Time, the Surviving Entity Parent shall provide, or shall cause to be provided, continued employment for those individuals who were employees to each employee of the Company and the Company its Subsidiaries immediately prior who continues to be employed by Parent or its Subsidiaries following the Effective Time except as set forth on Section 6.6(a) of the Company Disclosure Schedule (the “Continuing Employees”) and shall provide), or cause to be provided, each for so long as such Continuing Employee with is employed following the Effective Time, (i) a an annual base salary or base wages at an annual wage rate that is no less favorable to such Continuing Employee than the annual rate of the base salary or base wages wage rate provided to such Continuing Employee immediately prior to the date of this Agreement, Effective Time; (ii) an annual cash bonus and other cash-based incentive compensation target opportunity that is no less than the annual bonus and other cash-based incentive compensation target compensation provided to such Continuing Employee immediately prior to the date of this Agreement, (iii) a long-term equity incentive compensation opportunity with a value that is not less than any long term equity incentive compensation provided to such Continuing Employee immediately prior to the date of this Agreement, and (iv) employee benefits that are, in the good faith judgment of Parent, either (x) in the aggregate no less favorable than the employee benefits is provided by the Company or the applicable Company Subsidiary to the Continuing Employees immediately prior to the date of this Agreement or (y) substantially comparable to the employee benefits provided by Parent or the applicable Subsidiary to similarly situated employees of Parent or its Subsidiaries, provided that, except as provided in Section 5.6(a)(ii) of the Company Disclosure Letter, for the 2021 performance year, such Continuing Employee shall receive an annual cash bonus at least equal to the annual cash bonus that was paid to such Continuing Employee by the Company for the 2020 performance year and payable at the earlier of (A) the date of such Continuing Employee’s termination of employment without cause or due to death or disability and (B) March 15, 2022; (iii) severance benefits that are no less favorable than the severance benefits that would have been provided to such Continuing Employee under the applicable Subsidiary. Notwithstanding anything severance benefit practices of the Company as in effect immediately prior to the contraryEffective Time as set forth on Section 5.6(a)(iii) of the Company Disclosure Letter; and (iv) employee benefits (other than annual base salary or wage rate, nothing herein annual cash bonus opportunities and severance benefits) that are substantially comparable, in the aggregate, to those provided to similarly situated employees of Parent or its Subsidiaries, provided that, for purposes of this clause (iv), the employee benefits generally provided to employees of the Company and its Subsidiaries as of immediately prior to the Effective Time (other than annual base salary or wage rate, annual cash bonus opportunities and severance benefits) shall be deemed to restrict be substantially comparable in the right aggregate to those provided to similarly situated employees of Parent or its Subsidiaries (other than annual base salary or wage rate, annual cash bonus opportunities and severance benefits), it being understood that the Surviving Entity to terminate Continuing Employees may commence participation in the employment of any such Continuing Employee for Cause (“employee benefit plans,” as defined in such Continuing Employee’s Company Employment AgreementSection 3(3) of ERISA (whether or not subject to ERISA), ormaintained by Parent or any of its Subsidiaries (collectively, to the extent such Continuing Employee is not party to a Company Employment Agreement, as defined in the Company’s Change in Control Severance Plan, effective January 1, 2021 (the “CIC Severance PlanNew Plans”))) at such times as are determined by Parent. For the avoidance of doubt, nothing in this Agreement shall require Parent or any of its Subsidiaries to employ any Person.

Employee Matters. (a) Until the first anniversary of the Effective Time, the Surviving Entity Parent shall provide, or shall cause to be provided, continued employment for those individuals who were employees to each employee of the Company and the Company its Subsidiaries immediately prior who continues to be employed by Parent or its Subsidiaries following the Effective Time except as set forth (each, a “Continuing Employee”), during the period beginning at the Effective Time and ending on Section 6.6(a) the twelve-month anniversary of the Company Disclosure Schedule Effective Time (the “Continuing EmployeesContinuation Period”) and shall provide, or cause to be provided, each Continuing Employee with (i) a base salary pay or base wages at an annual rate that is no less than the annual rate of at least equal to the base salary pay or base wages provided to each such Continuing Employee immediately prior to the date of this AgreementClosing Date, (ii) an annual bonus target cash incentive opportunities and other cashtarget long-based term incentive compensation target opportunities, as applicable, that is are, in each case, no less favorable than the annual bonus target cash incentive and other cashtarget long-based term incentive compensation target compensation opportunities provided to each such Continuing Employee immediately prior to the date of this AgreementClosing Date, (iii) a long-term equity incentive compensation opportunity with a value health and welfare benefits that is not are no less favorable in the aggregate than any long term equity incentive compensation the health and welfare benefits provided to each such Continuing Employee immediately prior to the date of this AgreementClosing Date, and (iv) employee retirement benefits that are, in the good faith judgment of Parent, either (x) in the aggregate are no less favorable than the employee retirement benefits provided by the Company or the applicable Company Subsidiary to the each such Continuing Employees Employee immediately prior to the date Closing Date. In addition to the foregoing, during the Continuation Period, each Continuing Employee shall be provided with severance benefits in accordance with the terms of, and that are no less favorable than those applicable to the Continuing Employee immediately prior to the Effective Time under, the Company Benefit Plans set forth in Section 3.14(a) of this Agreement or the Company Disclosure Letter (each, a “Company Severance Plan”); provided that (x) such severance benefits shall be determined taking into account each Continuing Employee’s service with the Company and its Subsidiaries (and any predecessor entities) prior to the Effective Time and Parent and its Subsidiaries (including the Surviving Company) after the Effective Time, and (y) substantially comparable shall be subject to the employee benefits provided by Parent or the applicable Subsidiary execution and non-revocation of a release of claims (which shall not contain any restrictive covenants other than those related to similarly situated employees confidentiality) in favor of Parent or the applicable Subsidiary. Notwithstanding anything to the contrary, nothing herein shall be deemed to restrict the right of Parent or the Surviving Entity to terminate the employment of any such Continuing Employee for Cause (as defined in such Continuing Employee’s Company Employment Agreement, orand its Subsidiaries, to the extent such Continuing Employee is not party to a Company Employment Agreement, as defined in the Company’s Change in Control Severance Plan, effective January 1, 2021 (the “CIC Severance Plan”))permissible under Applicable Law.

Employee Matters. (a) Until the first anniversary of the Effective Time, the Surviving Entity shall provide, or cause to be provided, continued employment for those individuals who were employees of the Company and the Company Subsidiaries immediately prior to the Effective Time except as set forth on Section 6.6(a) of the Company Disclosure Schedule (the “Continuing Employees”) and shall provide, or cause to be provided, each Continuing Employee with (i) a base salary or base wages at an annual rate that is no less than the annual rate of the base salary or base wages provided to such Continuing Employee immediately prior to the date of this AgreementMay 4, 2021, (ii) an annual bonus and other cash-based incentive compensation target that is no less than the annual bonus and other cash-based incentive compensation target compensation provided to such Continuing Employee immediately prior to the date of this AgreementMay 4, 2021, (iii) a long-term equity incentive compensation opportunity with a value that is not less than any long term equity incentive compensation provided to such Continuing Employee immediately prior to the date of this AgreementMay 4, 2021, and (iv) employee benefits that are, in the good faith judgment of Parent, either (x) in the aggregate no less favorable than the employee benefits provided by the Company or the applicable Company Subsidiary to the Continuing Employees immediately prior to the date of this Agreement May 4, 2021 or (y) substantially comparable to the employee benefits provided by Parent or the applicable Subsidiary to similarly situated employees of Parent or the applicable Subsidiary. Notwithstanding anything to the contrary, nothing herein shall be deemed to restrict the right of Parent or the Surviving Entity to terminate the employment of any such Continuing Employee for Cause (as defined in such Continuing Employee’s Company Employment Agreement, or, to the extent such Continuing Employee is not party to a Company Employment Agreement, as defined in the Company’s Change in Control Severance Plan, effective January 1, 2021 (the “CIC Severance Plan”)).

Employee Matters. (a) Until Following the Effective Time and until the first anniversary of the Closing Date (or, if earlier, until the date of termination of employment of the relevant Continuing Employee), Parent shall, or shall cause one of its Subsidiaries (including the Surviving Company) to, provide to each employee of the Company or any Subsidiary thereof who, as of the Effective Time, continued his or her employment with Parent or any of its Subsidiaries (including the Surviving Entity shall provideCompany) (each, or cause to be provided, continued employment for those individuals who were employees of the Company and the Company Subsidiaries immediately prior to the Effective Time except as set forth on Section 6.6(a) of the Company Disclosure Schedule (the a “Continuing EmployeesEmployee”) and shall provide, or cause to be provided, each Continuing Employee with (i1) a annual base salary or base wages at hourly wage rate (as applicable) and an annual rate target cash bonus opportunity (determined taking into account any bonus payable pursuant to the first sentence of Section 5.7(d) hereof), in each case, that is no not less than the annual rate of the base salary or base wages hourly wage rate (as applicable) and the annual target cash bonus opportunity, respectively, provided to such Continuing Employee immediately prior to the date of this AgreementEffective Time, (ii2) an annual bonus and other cashtarget long-term incentive compensation opportunity (including target equity or equity-based incentive compensation target opportunity) that is no not less favorable than the annual bonus and other cashtarget long-based term incentive compensation target compensation opportunity provided to such Continuing Employee immediately prior to the date of this AgreementEffective Time; provided however, (iii) a that if the Closing Date occurs after Parent has granted annual long-term equity incentive awards for the 2025 fiscal year and prior to the Company granting annual long-term incentive awards for the 2025 fiscal year, Parent shall provide an annual target long-term incentive compensation opportunity with a value (including target equity or equity-based incentive opportunity) for the 2025 fiscal year that is not less favorable than any long the target long-term equity incentive compensation opportunity provided to such Continuing Employee immediately prior to the date of this AgreementEffective Time, and (iv3) employee severance benefits that are, in the good faith judgment of Parent, either (x) in the aggregate are no less favorable than the employee severance benefits provided by the Company or the applicable Company Subsidiary to the in effect for such Continuing Employees as immediately prior to the date Effective Time, as set forth on Section 5.7(a) of this Agreement or the Company Disclosure Schedule, and (y4) other employee benefits that are substantially comparable in the aggregate to the employee benefits provided by Parent or the applicable Subsidiary to similarly situated employees of Parent or the applicable Subsidiary. Notwithstanding anything to the contraryits Affiliates (excluding transaction bonuses, nothing herein shall be deemed to restrict the right of Parent retention bonuses, nonqualified deferred compensation, equity and long-term incentive compensation, defined benefit pension and post-employment or the Surviving Entity to terminate the employment of any such Continuing Employee for Cause retiree health and welfare benefits (as defined in such Continuing Employee’s Company Employment Agreementcollectively, or, to the extent such Continuing Employee is not party to a Company Employment Agreement, as defined in the Company’s Change in Control Severance Plan, effective January 1, 2021 (the “CIC Severance PlanExcluded Benefits”)).

Employee Matters. (a) Until During the first period commencing at the Effective Time and ending on the two (2) year anniversary of the Effective TimeTime (the “Continuation Period”), Parent shall, and shall cause the Surviving Entity shall provideCorporation to, or cause to be provided, continued employment for those individuals provide each individual who were employees of is employed by the Company and the or a Company Subsidiaries Subsidiary immediately prior to the Effective Time except as set forth on Section 6.6(a) and who remains employed thereafter by the Surviving Corporation, Parent or any of the their Affiliates (each, a “Company Disclosure Schedule (the “Continuing EmployeesEmployee”) who is not covered by a Company Union Contract and shall provide, or cause to be provided, each Continuing who remains a Company Employee with (i) a base salary or base wages at an annual wage rate that is no less favorable than the annual rate of the base salary or base wages that provided to such Continuing the Company Employee immediately prior to the date of this AgreementEffective Time, (ii) an annual bonus and other cash-based aggregate incentive compensation target opportunities that is no less than are substantially comparable, in the annual bonus and other cash-based incentive compensation target compensation aggregate, to those provided to such Continuing the Company Employee immediately prior to the date of this Agreement, Effective Time and (iii) a long-term equity incentive compensation opportunity with a value employee benefits that is not less than any long term equity incentive compensation are substantially comparable, in the aggregate, to those provided to such Continuing the Company Employee immediately prior to the date Effective Time. During the three-year period following the Continuation Period, Parent shall, or shall cause the Surviving Corporation or its other Affiliates to, treat Company Employees with respect to the payment of this Agreementbase salary or wage rate, and (iv) incentive compensation opportunities, employee benefits that are, in the good faith judgment of Parent, either (x) and severance benefits no less favorably in the aggregate than similarly situated employees of the Parent and its Affiliates. Prior to the third anniversary of the Closing Date, Parent shall not, and shall cause the Surviving Corporation to not, terminate or amend in any manner that is materially adverse to the participants therein, any of the Company Benefit Plans listed on Section 6.10(a) of the Company Disclosure Letter. During the three-year period following the third anniversary of the Closing Date, subject to Section 6.10(d)(ii), Parent shall, or shall cause the Surviving Corporation to, treat retirees of the Company and its Subsidiaries with respect to the provision of post-retirement welfare benefits no less favorable favorably than similarly situated retirees of the employee benefits provided by Parent and its Affiliates. As soon as practicable following the end of the fiscal year in which the Effective Time occurs, Parent shall, or shall cause the Surviving Corporation or its other Affiliates to, pay each Company Employee who remains employed with the Surviving Corporation, Parent or any of their Affiliates through the applicable payment date an annual cash bonus for such fiscal year in an amount determined based on the level of attainment of the applicable performance criteria under the bonus plan in which such Company Subsidiary to the Continuing Employees Employee participated as of immediately prior to the date of this Agreement or (y) substantially comparable to the employee benefits provided by Parent or the applicable Subsidiary to similarly situated employees of Parent or the applicable Subsidiary. Notwithstanding anything to the contrary, nothing herein shall be deemed to restrict the right of Parent or the Surviving Entity to terminate the employment of any such Continuing Employee for Cause (as defined in such Continuing Employee’s Company Employment Agreement, or, to the extent such Continuing Employee is not party to a Company Employment Agreement, as defined in the Company’s Change in Control Severance Plan, effective January 1, 2021 (the “CIC Severance Plan”))Effective Time.

Employee Matters. (a) Until the first anniversary of From and after the Effective Time, ETP shall or shall cause the Surviving Entity Corporation or its Subsidiaries, as applicable, to honor all Company Benefit Plans and compensation arrangements and agreements in accordance with their terms as in effect immediately before the Effective Time as such agreements and arrangements may be modified or terminated in accordance with their terms from time to time. Parent shall providecause the Surviving Corporation and each of its Subsidiaries, or cause for the period commencing at the Effective Time and ending on the first anniversary thereof, to be provided, continued employment for those individuals who were employees provide to each of the Company and individuals employed by the Company or any of its Subsidiaries immediately prior to the Effective Time except as set forth on Section 6.6(a) of the Company Disclosure Schedule (the “Continuing Current Employees”) and shall provide, or cause to be provided, each Continuing Employee with (i) a base salary or base wages at an annual rate that compensation and target cash bonus opportunity that, in each case, is no less favorable than was provided to the annual rate of Current Employee immediately before the base salary or base wages Effective Time, and (ii) all other compensation and benefits that are substantially comparable in the aggregate to the compensation and benefits (A) provided to such Continuing Current Employee immediately prior to the date of this Agreement, Effective Time (ii) an annual bonus and other cashexcluding equity-based incentive compensation target that is no less than the annual bonus and other cash-based incentive compensation target compensation provided to such Continuing Employee immediately prior to the date of this Agreementcompensation), (iii) a long-term equity incentive compensation opportunity with a value that is not less than any long term equity incentive compensation provided to such Continuing Employee immediately prior to the date of this Agreement, and (iv) employee benefits that are, in the good faith judgment of Parent, either (x) in the aggregate no less favorable than the employee benefits provided by the Company or the applicable Company Subsidiary to the Continuing Employees immediately prior to the date of this Agreement or (yB) substantially comparable to the employee benefits provided by Parent or the applicable Subsidiary to similarly situated employees of Parent or the applicable Subsidiaryand its Subsidiaries (excluding equity-based compensation). Notwithstanding anything any other provision of this Agreement to the contrary, nothing herein (x) ETP shall or shall cause the Surviving Corporation to provide each Current Employee whose employment terminates during the one-year period following the Effective Time (or such longer period required by an applicable Company Benefit Plan) with severance payments and benefits at levels and in amounts no less favorable than the levels and amounts in effect immediately prior to the Effective Time, and (y) during such one-year period following the Effective Time (or such longer period required by an Company Benefit Plan), severance benefits offered to each Current Employee shall be deemed determined without taking into account any reduction after the Effective Time in compensation paid to restrict the right of Parent or the Surviving Entity to terminate the employment of any such Continuing Employee for Cause (as defined in such Continuing Current Employee’s Company Employment Agreement, or, to the extent such Continuing Employee is not party to a Company Employment Agreement, as defined in the Company’s Change in Control Severance Plan, effective January 1, 2021 (the “CIC Severance Plan”)).

Employee Matters. (a) Until During the first period commencing at the Effective Time and ending on the two (2) year anniversary of the Effective TimeTime (the “Continuation Period”), Parent shall, and shall cause the Surviving Entity shall provideCorporation to, or cause to be provided, continued employment for those individuals provide each individual who were employees of is employed by the Company and the or a Company Subsidiaries Subsidiary immediately prior to the Effective Time except as set forth on Section 6.6(a) and who remains employed thereafter by the Surviving Corporation, Parent or any of the their Subsidiaries (each, a “Company Disclosure Schedule (the “Continuing EmployeesEmployee”) and shall provide, or cause to be provided, each Continuing who is not a Represented Employee (as defined in Section 6.10(c)) with (i) the same or better employment responsibilities in the same location or within fifty (50) miles of the same location as held by the Company Employee immediately prior to the Effective Time, unless such Company Employee consents to such change in employment responsibilities or location change; (ii) a base salary or base wages at an annual wage rate and short-term incentive compensation target opportunities that is are no less favorable, in the aggregate, than the annual rate of the base salary or base wages that provided to such Continuing the Company Employee immediately prior to the date of this AgreementEffective Time; and (iii) employee benefits that are substantially comparable, (ii) an annual bonus and other cash-based incentive compensation target that is no less than in the annual bonus and other cash-based incentive compensation target compensation aggregate, to those provided to such Continuing the Company Employee immediately prior to the date Effective Time. During the Continuation Period, Parent shall, and shall cause the Surviving Corporation to, provide each eligible Company Employee who experiences a termination of this Agreementemployment by the Surviving Corporation without “Cause” (excluding due to death or disability), or if applicable, by the Company Employee for “Good Reason” (as each such term is defined under the applicable severance arrangement) severance benefits that are no less than the sum of (i) those applicable to an eligible Company Employee pursuant to either (A) the Company’s general severance benefit guidelines, (iiiB) a long-term equity incentive compensation opportunity with a value that is not less than any long term equity incentive compensation provided to such Continuing Employee the Company’s Severance Plan for Executive Officers, as in effect immediately prior to the date Effective Time or (C) an individual written agreement that provides for severance payments during the Continuation Period and (ii) continuation of base salary or wages for the balance of the Continuation Period and continued payment of employer premiums for health benefits that an eligible Company Employee elects to continue pursuant to COBRA; provided, that, the provisions of this Agreementsentence shall not apply to the officers of the Company, Vectren Utility Holdings, Inc. and subsidiaries of Vectren Utility Holdings, Inc. with an employment, change of control, severance or similar agreement (iv) employee benefits that are, in the good faith judgment of Parent, either (x) in the aggregate no less favorable than the employee benefits provided whether or not such agreements are triggered by the transactions contemplated by this Agreement). A Company Employee will not be eligible for severance benefits if such Company Employee leaves voluntarily other than for “Good Reason”, if applicable (including voluntary resignation or the applicable Company Subsidiary retirement) or, is discharged due to the Continuing Employees immediately prior to the date misconduct, including, but not limited to, a violation of this Agreement or (y) substantially comparable to the employee benefits provided by Parent or the applicable Subsidiary to similarly situated employees of Parent or the applicable Subsidiary. Notwithstanding anything to the contrary, nothing herein shall be deemed to restrict the right employment policies of Parent or the Surviving Entity to Corporation. Any severance benefits under this Section 6.10 shall be provided only if Company Employee executes and does not revoke a release and waiver of all claims in favor of Parent, Surviving Corporation and their Affiliates. For the avoidance of doubt, Parent or the Surviving Corporation may terminate the employment of any such Continuing Company Employee for Cause (as defined in such Continuing Employee’s Company Employment Agreementat any time, or, to the extent such Continuing Employee is not party to a Company Employment Agreement, as defined in the Company’s Change in Control Severance Plan, effective January 1, 2021 (the “CIC Severance Plan”))with or without cause.

Employee Matters. (a) Until the first anniversary For a period of one year after the Effective TimeTime (the “Continuation Period”), Parent shall, and shall cause the Surviving Entity shall provideCorporation to, or cause provide to be provided, continued employment for those individuals who were employees each employee of the Company and the Company Subsidiaries who is an employee of the Company or any Company Subsidiary immediately prior to the Effective Time except as set forth (including, without limitation, any such employees who are on Section 6.6(a) disability or other approved leave), other than an employee whose terms and conditions of the Company Disclosure Schedule employment are governed by a collective bargaining agreement (the “Continuing EmployeesEmployee”) and shall provide), or cause to be provided, each for so long as the Continuing Employee with is employed by the Surviving Corporation during the Continuation Period, (i) a base salary or base wages at an annual rate cash compensation that is no less favorable than the annual rate of the base salary or base wages provided to such Continuing Employee as in effect immediately prior to the date of this AgreementEffective Time, (ii) an annual short-term bonus and other cashshort-term incentive opportunities (excluding any equity or equity-based incentive compensation target compensation) that is are no less favorable in the aggregate than the annual bonus and other cash-based incentive compensation target compensation provided to such Continuing Employee those in effect immediately prior to the date of this AgreementEffective Time, (iii) a long-term equity incentive compensation opportunity with a value that is not less than any long term equity incentive compensation provided severance benefits to such each Continuing Employee that are no less favorable than those under the Company Benefits Plan as in effect immediately prior to the date Effective Time (including, but not limited to, the Company’s Change in Control Severance Policy, and any other severance policies) or Benefit Plans, programs, policies, agreements and arrangements of this AgreementParent or the Surviving Corporation as in effect at the time of termination of employment, whichever is greater and (iv) employee benefits Benefit Plans and arrangements (other than defined benefit pension, retiree welfare, base cash compensation, short-term and long-term bonus and short-term and long-term incentive opportunities, nonqualified deferred compensation, change in control, equity and equity-based compensation and severance benefits) to Continuing Employees that are, in the good faith judgment of Parent, either (x) are no less favorable in the aggregate no less favorable than the employee benefits to either those provided by the Company or the applicable Company Subsidiary to the Continuing Employees immediately prior to as of the date of this Agreement hereof or (y) substantially comparable to the employee benefits those provided by Parent or the applicable Subsidiary to similarly situated employees of Parent or the applicable Subsidiary. Notwithstanding anything to the contrary, nothing herein shall be deemed to restrict the right any of Parent or the Surviving Entity to terminate the employment of any such Continuing Employee for Cause (as defined in such Continuing Employee’s Company Employment Agreement, or, to the extent such Continuing Employee is not party to a Company Employment Agreement, as defined in the Company’s Change in Control Severance Plan, effective January 1, 2021 (the “CIC Severance Plan”))its Affiliates.

Employee Matters. (a) Until the first anniversary Effective as of the Effective TimeTime and for a period of twelve (12) months thereafter (the “Continuation Period”), the Surviving Entity Parent shall provide, provide or shall cause to be provided, continued employment for those individuals who were employees provided to each employee of the Company and the Company Subsidiaries immediately prior Subsidiary who continues to the Effective Time except as set forth on Section 6.6(a) of the Company Disclosure Schedule be employed by Parent or any Subsidiary thereof (the “Continuing Employees”) and shall provide), or cause to be provided, each Continuing Employee with (i) a base salary or base wages at an hourly wage rate and short-term (annual rate or more frequent) cash bonus or commission opportunities that is are no less favorable in the aggregate than the annual rate of the base salary or base wages hourly wage rate and short-term (annual or more frequent) cash bonus or commission opportunities, as applicable, as provided to such Continuing Employee immediately prior to the date of this AgreementEffective Time, (ii) an annual bonus and other cash-based incentive compensation target provided that during the Continuation Period, Parent shall provide or shall cause to be provided to such Continuing Employee a base salary or hourly wage rate, as applicable, that is no less favorable than the annual bonus and other cash-based incentive compensation target compensation that provided to such Continuing Employee immediately prior to the date of this AgreementEffective Time, (iiiii) a long-term equity incentive compensation opportunity with a value opportunities that is not are no less favorable than any long the long-term equity incentive compensation opportunities provided to such Continuing Employee immediately prior to the date Effective Time, provided that in lieu of this Agreementequity or equity-based compensation, Parent may elect to substitute cash incentive compensation of equivalent value, and (iviii) employee benefits (excluding retention, change in control, defined benefit pension and post-retirement welfare payments or benefits) that are, in the good faith judgment of Parent, either (x) are no less favorable in the aggregate no less favorable to such Continuing Employee than the employee benefits those provided by the Company or the applicable Company Subsidiary to the Continuing Employees immediately prior to the date of this Agreement or (y) substantially comparable to the employee benefits provided by Parent or the applicable Subsidiary to similarly situated employees of Parent or the applicable Subsidiary. Notwithstanding anything to the contraryParent Subsidiaries, nothing herein shall be deemed to restrict the right of Parent or the Surviving Entity to terminate the employment of any provided that providing for such Continuing Employee to continue to participate in Company Benefit Plans as in effect immediately prior to the Effective Time shall satisfy this clause (iii) (it being understood that participation in the Parent benefit plans may commence at different times with respect to each Parent benefit plan as determined by Parent in its sole discretion), and provided further that during the Continuation Period, the medical, dental, vision and other health benefits provided to such Continuing Employee shall be no less favorable in the aggregate than those provided to such Continuing Employee immediately prior to the Effective Time. In addition, Parent shall, and shall cause the Company and the Company Subsidiaries to, provide to each Continuing Employee who is terminated by Parent, the Company or any Company Subsidiary other than for Cause (cause during the Continuation Period the severance payments and benefits as defined in such set forth on Section 6.7(a) of the Company Disclosure Letter, taking into account the Continuing Employee’s Company Employment Agreement, or, service prior the Effective Time in accordance with Section 6.7(e) and after the Effective Time through the date of termination and without giving effect to any reductions in compensation occurring at or after the extent such Continuing Employee is not party to a Company Employment Agreement, as defined in the Company’s Change in Control Severance Plan, effective January 1, 2021 (the “CIC Severance Plan”))Effective Time.

Employee Matters. (a) Until New Charter shall provide, or shall cause to be provided, to each employee of the Company and its Subsidiaries who continues to be employed by New Charter or its Subsidiaries (including, for the avoidance of doubt the New Charter and its Subsidiaries) immediately following the Effective Time (each, a “Continuing Employee”), other than any Continuing Employee included in a collective bargaining unit during the Continuation Period (each, a “Represented Employee”), with, to the extent employed by New Charter or its Subsidiaries, (i) during the period beginning at the Effective Time and ending on the first anniversary of the Effective Time, the Surviving Entity shall provide, or cause to be provided, continued employment for those individuals who were employees of the Company and the Company Subsidiaries immediately prior to the Effective Time except as set forth on Section 6.6(a) of the Company Disclosure Schedule (the “Continuing EmployeesContinuation Period”) ), base pay and shall provideannual cash bonus opportunities, or cause to be providedas applicable, each Continuing Employee with (i) a base salary or base wages at an annual rate that is are no less favorable in the aggregate than the annual rate of the base salary or base wages provided to each such Continuing Employee immediately prior to the date of this AgreementClosing Date, (ii) an annual bonus during the Continuation Period, commission and other cash-based cash incentive compensation target opportunities that is are no less favorable than the annual bonus and other cash-based incentive compensation target compensation either those provided to each such Continuing Employee immediately prior to the date Closing Date or those provided to similarly situated employees of this AgreementNew Charter or its Subsidiaries following the Closing Date, and (iii) a long-term equity incentive compensation opportunity with a value until December 31, 2016, employee benefits that is not are no less favorable in the aggregate than any long term equity incentive compensation provided to each such Continuing Employee immediately prior to the date Closing Date; provided, that, for purposes of this Agreementdetermining whether such pay, opportunities and (iv) employee benefits that are, in the good faith judgment of Parent, either (x) in the aggregate are no less favorable than in the employee benefits provided aggregate, long-term cash incentive compensation, equity compensation, defined benefit pension plan benefits, severance, retention (including, for the avoidance of doubt, any supplemental cash bonus opportunity paid or payable in connection with the transactions contemplated by the Company or the applicable Company Subsidiary to the Continuing Employees immediately prior to the date of this Agreement or (y) substantially comparable to the employee benefits provided by Parent or the applicable Subsidiary to similarly situated employees of Parent or the applicable Subsidiary. Notwithstanding anything to the contrary, nothing herein shall be deemed to restrict the right of Parent or the Surviving Entity to terminate the employment of any such Continuing Employee for Cause (as defined in such Continuing Employee’s Company Employment Agreement, or, to the extent such Continuing Employee is not party to a Company Employment Agreement, as defined in the Company’s Change terminated merger agreement with Comcast Corporation), sale, stay, or change in Control Severance Plancontrol payments or awards or any similar compensation or benefit, effective January 1shall not be taken into account. With respect to Represented Employees, 2021 (New Charter shall retain, or shall cause to be retained, any and all of the “CIC Severance Plan”))rights and obligations it may have pursuant to Applicable Law.

Employee Matters. (a) Until Following the Effective Time and until the first anniversary of the Effective TimeClosing Date (or, if earlier, the Surviving Entity shall providedate of termination of employment of an applicable Current Employee), Parent shall, or shall cause to be providedone of its Subsidiaries to, continued employment for those provide the individuals who were employees are employed by the Partnership or any of its Subsidiaries immediately before the Company Effective Time (the “Current Employees”) and who continue employment during such time period with (i) annual base salary or hourly wage rate (as applicable) that are no less favorable than the Company Subsidiaries annual base salary or hourly wage rate (as applicable) provided to such Current Employees immediately prior to the Effective Time except as set forth on Section 6.6(a) of the Company Disclosure Schedule (the “Continuing Employees”) and shall provide, or cause to be provided, each Continuing Employee with (i) a base salary or base wages at an annual rate that is no less than the annual rate of the base salary or base wages provided to such Continuing Employee immediately prior to the date of this Agreement, (ii) an annual bonus other compensation and other cash-based incentive compensation target that is no less than the annual bonus employee benefits (excluding any defined benefit and other cash-based incentive compensation target compensation provided to such Continuing Employee immediately prior to the date of this Agreement, (iii) a long-term equity incentive compensation opportunity with a value that is not less than any long term equity incentive compensation provided to such Continuing Employee immediately prior to the date of this Agreementsupplemental pensions, and retiree or post-termination health or welfare benefits (ivcollectively, the “Excluded Benefits”)) employee benefits that are, in the good faith judgment of Parent, either (x) are substantially comparable in the aggregate no less favorable than to the other compensation and employee benefits provided by the Company or the applicable Company Subsidiary (subject to the Continuing Employees immediately prior to the date of this Agreement or (ysame exclusions) substantially comparable to the employee benefits provided by Parent or the applicable Subsidiary to similarly situated employees of Parent and its Subsidiaries. In the event that, following the Effective Time and until the first anniversary of the Closing Date, a Current Employee’s employment is terminated by Parent or the applicable its Subsidiary without cause, as reasonably determined by Parent or its Subsidiary. Notwithstanding anything , such Current Employee shall be entitled to severance benefits pursuant to the contraryformula set forth on Section 5.7(a) of the Partnership Disclosure Schedule, nothing herein shall be deemed subject to restrict the right of Parent or the Surviving Entity to terminate the employment of any such Continuing Employee for Cause (as defined in such Continuing Current Employee’s Company Employment Agreementexecution of a customary release and waiver of claims; provided, or, to the extent that such Continuing Current Employee is not party otherwise entitled to a Company Employment Agreementreceive severance benefits under any employment, as defined severance, change in control, retention or similar agreement or arrangement between such Current Employee and the Company’s Change in Control Severance Plan, effective January 1, 2021 (the “CIC Severance Plan”))Partnership or any of its affiliates.

Employee Matters. (a) Until the first anniversary of the Effective TimeTime (the “Benefits Continuation Period”), Parent shall, and shall cause the Surviving Entity shall Corporation and its Affiliates to, provide, or cause to be provided, continued employment for those individuals who were employees of the Company and the Company its Subsidiaries immediately prior to the Effective Time except who continue as set forth on Section 6.6(a) employees of the Company Disclosure Schedule Surviving Corporation or any of its Affiliates during all or a portion of the Benefits Continuation Period (the “Continuing Employees”), compensation (including base salary, bonus and other incentive compensation opportunities) and shall provide, or cause employee benefits (excluding severance) that in the aggregate with respect to be provided, each Continuing Employee with shall not be any less favorable than the compensation and employee benefits provided by (i) a base salary in the case of salaried Continuing Employees, Parent (or, in the event of any assignment of rights under this Agreement to American Blue Ribbon Holdings, LLC (“ABRH”) pursuant to Section 9.7, the compensation and employee benefits provided ABRH) to similarly situated employees of Parent and its Subsidiaries (or, in the event of any assignment of rights under this Agreement to ABRH pursuant to Section 9.7, similarly situated employees of ABRH and its subsidiaries) and (ii) in the case of hourly Continuing Employees, the Company or base wages at an annual rate that is no less than the annual rate of the base salary or base wages provided applicable Subsidiary to such Continuing Employee immediately prior to the date of this Agreement, (ii) an annual bonus and other cash-based incentive compensation target that is no less than the annual bonus and other cash-based incentive compensation target compensation provided to such Continuing Employee immediately prior to the date of this Agreement, (iii) a long-term equity incentive compensation opportunity with a value that is not less than any long term equity incentive compensation provided to such Continuing Employee immediately prior to the date of this Agreement, and (iv) employee benefits that are, in the good faith judgment of Parent, either (x) in the aggregate no less favorable than the employee benefits provided by the Company or the applicable Company Subsidiary to the Continuing Employees immediately prior to the date of this Agreement or (y) substantially comparable to the employee benefits provided by Parent or the applicable Subsidiary to similarly situated employees of Parent or the applicable SubsidiaryAcceptance Time. Notwithstanding anything to the contrary, nothing Nothing herein shall be deemed to be a guarantee of employment for any current or former employee of the Company or any of its Subsidiaries, or, other than as provided in any applicable employment agreement or other Contract, to restrict the right of Parent or the Surviving Entity Corporation or any of its Affiliates to terminate the employment of any such Continuing Employee for Cause (as defined in such Continuing Employee’s Company Employment Agreement, or, to the extent such Continuing Employee is not party to a Company Employment Agreement, as defined in the Company’s Change in Control Severance Plan, effective January 1, 2021 (the “CIC Severance Plan”)).

Employee Matters. (a) Until During the period commencing at the Effective Time and ending on the first anniversary of the Effective Time, the Surviving Entity Parent shall provide, or shall cause the Surviving Corporation to be providedprovide, continued employment for those individuals who were employees to each employee of the Company and or its Subsidiaries who continues to be employed by Parent or the Company Surviving Corporation or any of their respective Subsidiaries immediately prior to following the Effective Time except as set forth on Section 6.6(a) of the Company Disclosure Schedule (collectively, the “Continuing Company Employees”) and shall providefor so long as such Company Employee remains employed by Parent or the Surviving Corporation during such period, or cause to be provided, each Continuing Employee with (i) a base salary or base wages at an annual wage rate that is no less than the annual rate of the base salary or base wages that provided to such Continuing Company Employee immediately prior to the date of this AgreementEffective Time, (ii) an through the end of the Company’s fiscal year 2017, target annual bonus and other cash-based cash incentive compensation target that is no less favorable than the annual bonus and other cash-based incentive compensation target compensation that provided to such Continuing Company Employee immediately prior to the date of this AgreementEffective Time, (iii) a long-term equity incentive compensation opportunity with a value that is not less than any long term equity incentive compensation provided to such Continuing Employee immediately prior to the date of this Agreement, and (iv) employee benefits incentives that are, in the good faith judgment of Parent, either (x) in the aggregate no less favorable than the employee benefits provided by the Company or the applicable Company Subsidiary to the Continuing Employees immediately prior to the date of this Agreement or (y) substantially are comparable to the employee benefits long term incentives provided by Parent or the applicable Subsidiary to similarly situated employees of Parent or and its Subsidiaries, and (iv) aggregate employee benefits (excluding any equity-based compensation, defined benefit retirement benefits and retiree welfare benefits) that are substantially comparable in the applicable Subsidiaryaggregate to those provided to similarly situated employees of Parent and its Subsidiaries (other than the Company and its Subsidiaries); provided, that for purposes of the foregoing sentence, the employee benefits (excluding any equity based compensation defined benefit retirement benefits and retiree welfare benefits) generally provided to employees of the Company as of immediately prior to the Effective Time shall be deemed to be substantially comparable, on an aggregate basis, to those provided to similarly situated employees of Parent and its Subsidiaries. Notwithstanding anything in this Agreement to the contrary, nothing herein following the Effective Time, Parent shall, or shall be deemed to restrict the right of Parent or cause the Surviving Entity Corporation to terminate the provide for terms and conditions of employment of for any such Continuing Company Employee for Cause (as defined in such Continuing Employee’s Company Employment Agreement, or, to the extent such Continuing Employee is not party to a Company Employment Agreement, as defined in the Company’s Change in Control Severance Plan, effective January 1, 2021 (the “CIC Severance Plan”))accordance with applicable Law.

Employee Matters. (a) Until During the first period commencing at the Effective Time and ending on the one (1) year anniversary of the Effective TimeClosing Date (the “Continuation Period”), Parent shall, and shall cause the Surviving Entity shall provideCorporation to, or cause provide to be provided, continued employment for those individuals who were employees each employee of the Company and the Company Subsidiaries who is an employee of the Company or any Company Subsidiary immediately prior to the Effective Time except (including, without limitation, any such employees who are on disability or other approved leave), other than an employee whose terms and conditions of employment are governed by a Company Collective Bargaining Agreement, the terms and conditions of which shall be respected by Parent and the Surviving Corporation (each, a “Continuing Employee”), for so long as the Continuing Employee is employed by Parent or any Parent Subsidiary during the Continuation Period, (i) base cash compensation that is no less favorable than as in effect immediately prior to the Effective Time, (ii) target annual and quarterly, as applicable, cash bonus and incentive opportunities (excluding any retention, transaction and similar one-time bonuses and subject to equitable adjustment, if applicable to address differences in the fiscal year of each of Parent and the Company) that are each no less favorable than those in effect immediately prior to the Effective Time, (iii) solely to the extent a Continuing Employee has participated in the Company’s long-term equity incentive program prior to Closing, a target long-term incentive opportunity that when aggregated with the Continuing Employee’s compensation elements set forth on Section 6.6(a) of the Company Disclosure Schedule in (the “Continuing Employees”i) and shall provide(ii) above, or cause to be provided, each provides such Continuing Employee with (i) a base salary or base wages at an annual rate total target compensation opportunity that is no less than the annual rate that of the base salary or base wages a similarly situated employee of Parent, (iv) severance benefits that are no less favorable than those that would have been provided to such Continuing Employee under Company Benefit Plans as in effect immediately prior to the date of this AgreementEffective Time, and (iiv) an annual employee benefits (other than base cash compensation, cash bonus and other cash-based incentive compensation target opportunities and severance benefits) that is are no less than favorable in the annual bonus and other cash-based incentive compensation target compensation aggregate to those provided to such Continuing Employee under Company Benefit Plans as in effect immediately prior to the date of this Agreement, (iii) a long-term equity incentive compensation opportunity with a value that is not less than any long term equity incentive compensation provided to such Continuing Employee immediately prior to the date of this Agreement, and (iv) employee benefits that are, in the good faith judgment of Parent, either (x) in the aggregate no less favorable than the employee benefits provided by the Company or the applicable Company Subsidiary to the Continuing Employees immediately prior to the date of this Agreement or (y) substantially comparable to the employee benefits provided by Parent or the applicable Subsidiary to similarly situated employees of Parent or the applicable SubsidiaryEffective Time. Notwithstanding anything to the contrary, nothing Nothing herein shall be deemed interpreted to restrict prevent the right of Surviving Corporation, Parent or the Surviving Entity any Parent Subsidiary to terminate the employment of any such Continuing Employee for Cause (as defined in such Continuing Employee’s Company Employment Agreement, or, adjust base salaries to the extent such Continuing Employee is not party to a Company Employment Agreement, as defined in the Company’s Change in Control Severance Plan, effective January 1, 2021 (the “CIC Severance Plan”))address misconduct or poor performance.

Employee Matters. (a) Until the first anniversary of From and after the Effective Time, Parent shall, or shall cause the Surviving Entity Company to, honor all Company Benefit Plans (including those compensation arrangements and agreements permitted by Section 6.1) in accordance with their terms. For a period of one year following the Effective Time, Parent shall provide, or shall cause to be provided, continued employment for those individuals who were employees to each employee of the Company and its Subsidiaries at the Effective Time who continues to remain employed with the Company and its Subsidiaries (each, a “Company Employee”) (i) an annual base salary or wage rate that is no less favorable that the annual base salary or wage rate provided to the Company Employee immediately prior to the Effective Time, (ii) annual cash incentive compensation opportunities (including, as applicable, target amounts) that are no less favorable in the aggregate to those provided to the Company Employee immediately prior to the Effective Time, (iii) long-term target cash incentive opportunities that are no less favorable in the aggregate to those provided to the Company Employee immediately prior to the Effective Time except as set forth on Section 6.6(aand (iv) of retirement, health and welfare and severance benefits (excluding defined benefit pension plans, post-employment welfare benefit plans, and nonqualified deferred compensation plans) that are substantially comparable in the aggregate to those retirement, health and welfare and severance benefits (excluding defined benefit pension plans, post-employment health and welfare benefit plans, and nonqualified deferred compensation plans) provided to the Company Disclosure Schedule (the “Continuing Employees”) and shall provide, or cause to be provided, each Continuing Employee with (i) a base salary or base wages at an annual rate that is no less than the annual rate of the base salary or base wages provided to such Continuing Employee immediately prior to the date of this AgreementEffective Time; provided, (ii) an annual bonus and other cashhowever, that Parent shall be under no obligation to grant additional book value units to any Company Employee or to grant equity or equity-based incentive compensation target that is no less than the annual bonus and other cash-based incentive compensation target compensation provided awards to such Continuing Employee immediately prior to the date of this Agreement, (iii) a long-term equity incentive compensation opportunity with a value that is not less than any long term equity incentive compensation provided to such Continuing Employee immediately prior to the date of this Agreement, and (iv) employee benefits that are, in the good faith judgment of Parent, either (x) in the aggregate no less favorable than the employee benefits provided by the Company or the applicable Company Subsidiary to the Continuing Employees immediately prior to the date of this Agreement or (y) substantially comparable to the employee benefits provided by Parent or the applicable Subsidiary to similarly situated employees of Parent or the applicable Subsidiary. Notwithstanding anything to the contrary, nothing herein shall be deemed to restrict the right of Parent or the Surviving Entity to terminate the employment of any such Continuing Employee for Cause (as defined in such Continuing Employee’s Company Employment Agreement, or, to the extent such Continuing Employee is not party to a Company Employment Agreement, as defined in the Company’s Change in Control Severance Plan, effective January 1, 2021 (the “CIC Severance Plan”)).

Employee Matters. (a) Until From the first anniversary of Closing Date through December 31, 2017 (the Effective Time“Benefits Continuation Period”), the Surviving Entity Company shall provide, or and Parent shall cause the Surviving Company to be providedprovide, continued employment for those to the individuals who were employees of are employed by the Company and the Company its Subsidiaries immediately prior to the First Merger Effective Time except and to the extent they continue as set forth on Section 6.6(a) employees of the Company Disclosure Schedule Surviving Company, Parent or any of Parent’s Subsidiaries (including Subsidiaries of the Surviving Company) during all or a portion of the Benefits Continuation Period (the “Continuing Affected Employees”) compensation (including base salary, bonus and shall provide, or cause to be provided, each Continuing Employee with (iother cash incentive compensation opportunities) a base salary or base wages at an annual rate that is and employee benefits no less favorable in the aggregate than the annual rate of the base salary or base wages compensation and employee benefits provided to such Continuing the Affected Employees under the Company Employee Plans immediately prior to the date First Merger Effective Time; provided that, for purposes of this Agreement, (ii) an annual bonus determining that such compensation and other cash-based incentive compensation target that is no less than the annual bonus and other cash-based incentive compensation target compensation provided to such Continuing Employee immediately prior to the date of this Agreement, (iii) a long-term equity incentive compensation opportunity with a value that is not less than any long term equity incentive compensation provided to such Continuing Employee immediately prior to the date of this Agreement, and (iv) employee benefits that are, in the good faith judgment of Parent, either (x) in the aggregate no less favorable than in the employee benefits provided by the Company aggregate, equity compensation, defined benefit pension plan benefits, retention or the applicable Company Subsidiary change in control payments or awards or any similar compensation or benefit, shall not be taken into account; and provided, further, that, Affected Employees shall be eligible to the Continuing Employees immediately prior to the date of this Agreement or (y) substantially receive equity compensation from Parent on a basis that is comparable to the employee benefits provided by Parent or the applicable Subsidiary to similarly situated employees of Parent or Parent. During the applicable Subsidiary. Notwithstanding anything Benefits Continuation Period, individuals who are employed by the Company and its Subsidiaries immediately prior to the contrary, nothing herein First Merger Effective Time shall be deemed provided with severance benefits in amounts and on terms and conditions that are no less favorable than those provided to restrict the right of Parent or the Surviving Entity to terminate the employment of any such Continuing Employee for Cause (as defined in such Continuing Employee’s Company Employment Agreement, or, individuals immediately prior to the extent such Continuing Employee is not party to a Company Employment AgreementFirst Merger Effective Time, as defined set forth in the Company’s Change Severance Pay Plans as in Control Severance Plan, effective January 1, 2021 (effect as of the “CIC Severance Plan”))date hereof.

Employee Matters. (a) Until the first anniversary For a period of one year following the Effective Time, the Surviving Entity Parent shall provide, or cause provide to be provided, continued employment for those individuals who were employees of the Company and or any of its Subsidiaries as of the Effective Time who continue employment with the Surviving Corporation or any of its Affiliates (“Continuing Employees”) (i) base salaries that are not less than the salaries provided to such employees by the Company and its Subsidiaries, as in effect on December 1, 2009, (ii) except for the employees set forth in Section 7.07(a)(ii) of the Company Disclosure Letter, annual or semi-annual, as applicable, cash bonuses that are not less than the annual or semi-annual, as applicable, cash bonuses provided to such employees by the Company and its Subsidiaries on December 1, 2009 and (iii) benefits (other than equity-based compensation and other than benefits referenced in Section 7.07(d)(ii) of the Company Disclosure Letter or Section 7.07(a)(iii) of the Company Disclosure Letter) that (A) to the extent provided under any Company Plan, are substantially comparable in the aggregate to the benefits provided by the Company and its Subsidiaries under such Company Plan immediately prior to the Effective Time except and (B) to the extent provided under any Continuing Employee Plan, are substantially comparable in the aggregate to the benefits provided to similarly-situated Parent employees under such Continuing Employee Plan; provided that, for the avoidance of doubt and without limiting the foregoing clauses (A) and (B), nothing shall require that the aggregate level of benefits for Continuing Employees across all Company Plans and Continuing Employee Plans after the Effective Time be substantially comparable to the benefits provided prior to the Effective Time under the Company Plans; and provided, further, that nothing shall prohibit Parent from terminating or causing the Company to terminate any Company Plan or Continuing Employee Plan following the Effective Time. Except as set forth on in Section 6.6(a7.07(d)(ii) of the Company Disclosure Schedule (Letter, if the “Continuing Employees”) and shall provide, or cause to be provided, each Continuing Employee with (i) a base salary or base wages at an annual rate that is no less than the annual rate occurrence of the base salary Merger or base wages provided any other transactions contemplated under this Agreement would impose any limitation on the ability of the Company, the Surviving Corporation, Parent or any of their respective Affiliates to amend or terminate any Company Plan, the Company shall, to the fullest extent permitted under the terms of such Continuing Employee immediately Company Plan and prior to the date of this Agreementthat such limitation would be imposed, amend such Company Plan to (i) remove such limitation and (ii) an annual bonus and provide for such other cash-based incentive compensation target that is no less than the annual bonus and other cash-based incentive compensation target compensation provided modifications to such Continuing Employee immediately prior Company Plan as requested by Parent, with such modifications to become effective as of the date of this Agreement, (iii) a long-term equity incentive compensation opportunity with a value that is not less than any long term equity incentive compensation provided to such Continuing Employee immediately prior to preceding the date of this Agreement, and (iv) employee benefits that are, in the good faith judgment of Parent, either (x) in the aggregate no less favorable than the employee benefits provided by the Company or the applicable Company Subsidiary to the Continuing Employees immediately prior to the date of this Agreement or (y) substantially comparable to the employee benefits provided by Parent or the applicable Subsidiary to similarly situated employees of Parent or the applicable Subsidiary. Notwithstanding anything to the contrary, nothing herein shall be deemed to restrict the right of Parent or the Surviving Entity to terminate the employment of any such Continuing Employee for Cause (as defined in such Continuing Employee’s Company Employment Agreement, or, to the extent such Continuing Employee is not party to a Company Employment Agreement, as defined in the Company’s Change in Control Severance Plan, effective January 1, 2021 (the “CIC Severance Plan”))Closing Date.

Employee Matters. (a) Until From the first Closing Date through the one (1) year anniversary of thereof (the Effective Time“Compensation Continuation Period”), the Surviving Entity Corporation shall provide, or and Parent shall cause the Surviving Corporation to be providedprovide, continued employment for those individuals to each individual who were employees of is employed by the Company and the Company its Subsidiaries immediately prior to the Merger Effective Time except as set forth on Section 6.6(a) Time, while such individual continues to be employed by the Surviving Corporation, Parent or any of Parent’s Subsidiaries (including Subsidiaries of the Company Disclosure Schedule Surviving Corporation) during the Compensation Continuation Period (collectively, the “Continuing Affected Employees”) and shall provide, or cause to be provided, each Continuing Employee with (i) a base salary or base wages at an annual wage rate that is no not less than the annual rate of the base salary or base wages wage rate provided to such Continuing Affected Employee immediately prior to the date of this AgreementMerger Effective Time, (ii) an annual cash incentive compensation (including bonus opportunity and other cash-based cash incentive compensation target that is no less than the annual bonus opportunities) and other cash-based incentive compensation target compensation provided to such Continuing Employee immediately prior to the date of this Agreement, (iii) a long-term equity incentive compensation no less favorable in the aggregate than the cash incentive compensation (including bonus opportunity with a value that is not less than any long term and other cash incentive compensation opportunities) and equity incentive compensation provided to such Continuing Affected Employee immediately prior to the date of this AgreementMerger Effective Time, and (iviii) severance benefits in amounts and on terms and conditions that are no less favorable than those provided to the Affected Employees immediately prior to the Merger Effective Time, as set forth in the Company’s Severance Pay Plans disclosed to Parent before the date hereof. From the Closing Date through December 31, 2019, Affected Employees shall be provided with employee benefits that are, in the good faith judgment of Parent, either (x) substantially similar in the aggregate no less favorable than the employee benefits provided to such Affected Employee under the Company Employee Plans immediately prior to the Merger Effective Time; provided that, for purposes of determining that such employee benefits are no less favorable in the aggregate, defined benefit pension plan benefits, retention or change in control payments or awards provided by the Company or the applicable Company Subsidiary to the Continuing Employees immediately any of its Subsidiaries prior to the date of this Agreement or (y) substantially comparable to the employee benefits provided by Parent or the applicable Subsidiary to similarly situated employees of Parent or the applicable Subsidiary. Notwithstanding anything to the contrary, nothing herein Merger Effective Time shall not be deemed to restrict the right of Parent or the Surviving Entity to terminate the employment of any such Continuing Employee for Cause (as defined in such Continuing Employee’s Company Employment Agreement, or, to the extent such Continuing Employee is not party to a Company Employment Agreement, as defined in the Company’s Change in Control Severance Plan, effective January 1, 2021 (the “CIC Severance Plan”))taken into account.

Employee Matters. (a) Until the first anniversary of the Effective Time, the Surviving Entity shall provide, or cause to be provided, continued employment for those individuals who were employees Employees of the Company and the Company or its Subsidiaries immediately prior to the Effective Time except who remain employees of SSW or QUALCOMM (as set forth on Section 6.6(a) applicable), the Surviving Corporation or any of their Affiliates following the Company Disclosure Schedule (Effective Time are hereinafter referred to as the “Continuing Employees”. For the period commencing at the Effective Time and ending twelve (12) and shall providemonths from the Effective Time, or such longer time as required by applicable Law (such period, the “Continuation Period”), SSW or QUALCOMM (as applicable) shall, or shall cause to be providedthe Surviving Corporation or any of their respective Affiliates to, provide for each Continuing Employee with (i) a at least the same base salary or base wages at an annual and wage rate that is no less than the annual rate of the base salary or base wages provided to such Continuing Employee immediately prior to the date of this AgreementEffective Time, (ii) an annual bonus and other cashshort-term cash incentive compensation opportunities (excluding, for the avoidance of doubt, any equity or equity-based incentives) that are no less favorable in the aggregate than incentive compensation target opportunities provided to each such Continuing Employee immediately prior to the Effective Time and (iii) employee benefits, as determined by SSW or QUALCOMM (as applicable) in its reasonable discretion, that is no less are either (A) substantially comparable in the aggregate (other than defined benefit pension plans and retiree medical or other post-termination welfare benefits (unless required pursuant to a collective bargaining agreement or applicable Law) and retention or change in control payments or awards) to the annual bonus and other cash-based incentive compensation target compensation employee benefits provided to such Continuing Employee immediately prior to the date of this AgreementEffective Time, or (iiiB) a long-term equity incentive compensation opportunity with a value that is not less than any long term equity incentive compensation substantially similar to the employee benefits provided to such similarly-situated employees of SSW or QUALCOMM (as applicable). Without limiting the generality of the foregoing, during the Continuation Period, SSW or QUALCOMM (as applicable) shall provide, or shall cause the Surviving Corporation or any of their respective Affiliates to provide, severance payments and benefits to each Continuing Employee immediately prior to the date of this Agreement, and (iv) employee benefits whose employment is terminated during such period that are, in the good faith judgment of Parent, either (x) in the aggregate are no less favorable than the employee severance payments and benefits provided by as set forth in Section 6.9(a) of the Company Disclosure Letter. Notwithstanding the provisions of this Section 6.9(a) or as set forth in the applicable Company Subsidiary remaining subsections of Section 6.9, to the Continuing Employees immediately prior to the date of this Agreement or (y) substantially comparable to the employee benefits provided by Parent or the applicable Subsidiary to similarly situated employees of Parent or the applicable Subsidiary. Notwithstanding anything to the contrary, nothing herein shall be deemed to restrict the right of Parent or the Surviving Entity to terminate the employment of any such extent a Continuing Employee for Cause (as defined is employed in a jurisdiction where applicable Law requires different treatment of such Continuing Employee’s Company Employment Agreementcompensation or benefits entitlements, or, to the extent or such Continuing Employee is not party Employee’s terms of employment are governed by a collective bargaining, works council or similar agreement, SSW or QUALCOMM (as applicable) shall, or shall cause the Surviving Corporation or any of their respective Affiliates to a Company Employment Agreementcomply with the requirements of any such applicable Laws or collective bargaining, as defined in the Company’s Change in Control Severance Plan, effective January 1, 2021 (the “CIC Severance Plan”))works council or similar agreements.

Employee Matters. (a) Until For the first anniversary of 12 month period following the Effective TimeClosing Date, Parent shall, and shall cause the Surviving Entity shall provideCorporation to, or cause provide to be provided, continued employment for those individuals who were employees each employee of the Company and its Subsidiaries who is an employee of the Company or any of its Subsidiaries immediately prior to the Effective Time except as set forth on Section 6.6(a) of the Company Disclosure Schedule (the a “Continuing EmployeesEmployee”) and shall provide, or cause to be provided, each Continuing Employee with (i) a at least the same base salary cash compensation or base wages at an annual rate that is no less than the annual rate of the base salary or other base wages provided to such Continuing Employee immediately prior to the date of this Agreement, Effective Time; (ii) an target annual bonus incentive opportunities that are substantially comparable, in the aggregate, to the target annual cash incentive opportunity and other cash-based target annual equity incentive compensation target that is no less than the annual bonus and other cash-based incentive compensation target compensation opportunity provided to such Continuing Employee immediately prior to the date Effective Time (which, in the case of this Agreementincentive opportunities granted following the Closing, shall be subject to the terms and conditions of the applicable employee benefit plan maintained by Parent or its Subsidiaries); (iii) a long-term equity incentive compensation opportunity with a value severance benefits that is not are no less favorable, in the aggregate, than any long term equity incentive compensation the severance benefits provided to such Continuing Employee immediately prior to the date Effective Time (for the avoidance of this Agreementdoubt, after taking into account the service crediting provisions of Section 5.05(b) and any additional service performed following the Closing Date); and (iv) other compensation and employee benefits (excluding, for this purpose, the compensation contemplated by clauses (i)-(iii) above and retention, change in control, or one-time or special benefits or arrangements) that areare substantially comparable, in the good faith judgment of Parentaggregate, either (x) in the aggregate no less favorable than the employee benefits to those provided by the Company or the applicable Company Subsidiary to the such Continuing Employees Employee immediately prior to the date Effective Time. Nothing in this Section 5.05(a) is intended to or shall create any right in any employee, consultant or contractor of this Agreement the Company to continued employment by or (y) substantially comparable service to Parent, the employee benefits provided by Parent Company, the Sub, or, in each case, any affiliate or Subsidiary thereof, or limit the applicable ability of Parent, the Company, the Sub, or, in each case, any affiliate or Subsidiary to similarly situated employees of Parent or the applicable Subsidiary. Notwithstanding anything to the contrarythereof, nothing herein shall be deemed to restrict the right of Parent or the Surviving Entity to terminate the employment or service of any such Continuing Employee employee, consultant or contractor of the Company for Cause (as defined in such Continuing Employee’s Company Employment Agreement, or, to the extent such Continuing Employee is not party to a Company Employment Agreement, as defined in the Company’s Change in Control Severance Plan, effective January 1, 2021 (the “CIC Severance Plan”))any reason.

Employee Matters. (a) Until Parent shall, or shall cause its Subsidiaries to, assume, honor and fulfill all of the first anniversary Company Benefit Plans in accordance with their terms as in effect immediately prior to the date hereof or as subsequently amended if and as permitted pursuant to the terms of such Company Benefit Plans and this Agreement. Effective as of the Effective TimeTime and until the Benefits Maintenance Date, the Surviving Entity Parent shall provide, or shall cause the Surviving Corporation to be providedprovide, continued employment for those individuals who were employees to each employee of the Company and or any Company Subsidiary who continues to be employed by Parent, the Company Subsidiaries immediately prior to the Effective Time except as set forth on Section 6.6(a) of the Company Disclosure Schedule Surviving Corporation or any Subsidiary thereof (the “Continuing Employees”) and shall provide), or cause to be provided, each Continuing Employee with (i) a at least the same wage rate or base salary or base wages at an annual rate that is no less than the annual rate of the base salary or base wages provided to as in effect for such Continuing Employee immediately prior to the date of this AgreementEffective Time, (ii) an at least the same annual bonus and other cash-based target cash incentive compensation target that is no less than the annual bonus and other cash-based incentive compensation target compensation provided to opportunity as in effect for such Continuing Employee immediately prior to the date Effective Time (excluding, for the avoidance of this Agreementdoubt, any change-in-control, transaction and retention bonus payments), (iii) a long-term equity incentive compensation opportunity with a value health and welfare benefits (excluding severance but including paid time off) that is not less than any long term equity incentive compensation provided to such Continuing Employee immediately prior to the date of this Agreement, and (iv) employee benefits that are, in the good faith judgment of Parent, either (x) in the aggregate are no less favorable than the employee benefits those provided by the Company or the applicable Company Subsidiary to the Continuing Employees immediately prior to the date of this Agreement or (y) substantially comparable to the employee benefits provided by Parent or the applicable Subsidiary to similarly situated employees of Parent or and its Subsidiaries, and (iv) severance benefits that are the applicable Subsidiary. Notwithstanding anything to greater of the contrary, nothing herein shall be deemed to restrict the right of Parent or the Surviving Entity to terminate the employment of any severance benefits (A) for which such Continuing Employee for Cause was eligible under the Company Benefit Plans in effect as of the date of this Agreement as set forth in Section 7.7(a) of the Company Disclosure Letter and (as defined in such Continuing Employee’s Company Employment Agreement, or, B) provided to the extent such Continuing Employee is not party to a Company Employment Agreement, as defined in the Company’s Change in Control Severance Plan, effective January 1, 2021 (the “CIC Severance Plan”))similarly situated employees of Parent and its Subsidiaries.

Employee Matters. (a) Until For at least one (1) year following the first anniversary Closing Date (or until the date of termination of the Effective Timerelevant employee, the Surviving Entity shall provideif earlier), Buyer shall, or shall cause its Subsidiaries to, provide to be provided, continued employment for those individuals who were the employees of the Company and the Company Subsidiaries any Relevant Entity, including employees not actively at work due to injury, vacation, military duty, disability or other leave of absence, who are employed by a Relevant Entity immediately prior to the Effective Time except as set forth on Section 6.6(a) of Closing and who continue to be so employed immediately following the Closing (“Company Disclosure Schedule (the “Continuing Employees”) and shall provide, or cause to be provided, each Continuing Employee with (i) a at least the same level of base salary or base wages at an annual rate hourly wage rate, as the case may be, that is no less than the annual rate of the base salary or base wages was provided to such Continuing Company Employee immediately prior to the date of this AgreementClosing, (ii) an target annual cash performance bonus and other cashopportunities (but not change in control, severance, deferred compensation, retention, long-term incentive compensation, or equity or equity-based incentive compensation target opportunities) that is no are not materially less than the target annual cash performance bonus and other cashopportunities (but not change in control, severance, deferred compensation, retention, long-term incentive compensation, or equity or equity-based incentive compensation target compensation provided opportunities) in effect with respect to such Continuing the Company Employee immediately prior to the date of this AgreementClosing, (iii) severance pay to Company Employees who incur a long-term equity incentive compensation opportunity with a value “qualifying termination” at any time during the one (1) year period following the Closing at levels that is are not materially less favorable in the aggregate than any long term equity incentive compensation provided to the levels of such Continuing Employee severance pay as in effect under the applicable Plans immediately prior to the date Closing (where, for such purpose, “qualifying termination” shall mean any termination of this Agreement, employment that would have resulted in severance pay under such Plan if such termination has occurred immediately prior to the Closing) and (iv) other employee benefits (other than any equity or equity- based, defined benefit pension, post-termination welfare, change in control, severance, deferred compensation, retention, long-term incentive compensation, or equity or equity- based incentive opportunities) that are, in the good faith judgment of Parent, either (x) are substantially comparable in the aggregate no less favorable than the employee benefits to those provided by the to such Company or the applicable Company Subsidiary to the Continuing Employees immediately prior to the date of this Agreement or (y) substantially comparable to the employee benefits provided by Parent or the applicable Subsidiary to similarly situated employees of Parent or the applicable Subsidiary. Notwithstanding anything to the contrary, nothing herein shall be deemed to restrict the right of Parent or the Surviving Entity to terminate the employment of any such Continuing Employee for Cause (as defined in such Continuing Employee’s Company Employment Agreement, or, to the extent such Continuing Employee is not party to a Company Employment Agreement, as defined in the Company’s Change in Control Severance Plan, effective January 1, 2021 (the “CIC Severance Plan”))Closing.

Employee Matters. (a) Until With respect to those employees of the first anniversary Company or its Subsidiaries employed immediately before the Effective Time (“Company Employees”), for a period of twelve (12) months following the Closing (or, if earlier, the termination of the applicable Company Employee’s employment with Parent, the Surviving Corporation and their Affiliates), Parent shall, or shall cause the Surviving Corporation to, provide to each Company Employee (i) an annual base salary or wage rate and cash incentive compensation opportunity that, in each case, is no less favorable than the annual base salary or wage rate and cash incentive compensation opportunity provided to the Company Employee by the Company or its Subsidiaries immediately before the Effective Time and (ii) employee benefits (excluding any one-time, special or non-recurring payments and/or long-term incentive or equity-based opportunities) that are substantially comparable in the aggregate to those provided to the Company Employee by the Company or its Subsidiaries immediately before the Effective Time. For the avoidance of doubt, following the Closing, (i) Company Employees who remain employed by Parent, the Surviving Entity Corporation or their Affiliates shall not receive any compensation from SVC or RMR in respect of any services performed after the Closing and any employment relationship between any Company Employees and SVC and/or RMR shall cease as of the Closing and (ii) Parent, the Surviving Corporation or their Affiliates shall not be under any obligation to pay any compensation to SVC or RMR employees or service providers. In addition, Parent shall provide, or shall cause the Surviving Corporation to be providedprovide, continued severance payments to each Company Employee whose employment for those individuals who were employees is terminated by Parent or one of its Affiliates during the Company and the Company Subsidiaries immediately prior to twelve (12) months following the Effective Time except as that are no less favorable than the terms and subject to the conditions set forth on out in Section 6.6(a7.4(a) of the Company Disclosure Schedule (the “Continuing Employees”) and shall provide, or cause to be provided, each Continuing Employee with (i) a base salary or base wages at an annual rate that is no less than the annual rate of the base salary or base wages provided to such Continuing Employee immediately prior to the date of this Agreement, (ii) an annual bonus and other cash-based incentive compensation target that is no less than the annual bonus and other cash-based incentive compensation target compensation provided to such Continuing Employee immediately prior to the date of this Agreement, (iii) a long-term equity incentive compensation opportunity with a value that is not less than any long term equity incentive compensation provided to such Continuing Employee immediately prior to the date of this Agreement, and (iv) employee benefits that are, in the good faith judgment of Parent, either (x) in the aggregate no less favorable than the employee benefits provided by the Company or the applicable Company Subsidiary to the Continuing Employees immediately prior to the date of this Agreement or (y) substantially comparable to the employee benefits provided by Parent or the applicable Subsidiary to similarly situated employees of Parent or the applicable SubsidiaryLetter. Notwithstanding anything to the contrary, nothing herein shall be deemed to restrict the right of Parent or the Surviving Entity to terminate the employment of any such Continuing Employee for Cause (as defined in such Continuing Employee’s Company Employment Agreement, or, to the extent such Continuing Employee is not party to a Company Employment Agreement, as defined in the Company’s Change in Control Severance Plan, effective January 1, 2021 (the “CIC Severance Plan”)).62

Employee Matters. (a) Until For a period of one year following the first anniversary of Effective Time (the “Continuation Period”), Parent shall provide or cause the Surviving Corporation to provide to each individual who is employed by the Company or any Company Subsidiary immediately prior to the Effective Time (each, a “Continuing Company Employee”) for so long as such individual remains so employed, (i) annual base salary or base wage and target cash incentive opportunities that are each no less favorable than those provided to such Continuing Company Employee by the Company or the Company Subsidiaries immediately prior to the Effective Time, the Surviving Entity shall provide(ii) long-term incentive opportunities that are no less favorable than those provided by Parent or its affiliates to similarly situated employees, or cause (iii) severance benefits that are no less favorable than those provided to be provided, continued employment for those individuals who were employees of such Continuing Company Employee by the Company and or the Company Subsidiaries immediately prior to the Effective Time except as set forth on Section 6.6(aand (iv) of other employee benefits that are substantially comparable in the Company Disclosure Schedule (the “Continuing Employees”) and shall provide, or cause aggregate to be provided, each Continuing Employee with (i) a base salary or base wages at an annual rate that is no less than the annual rate of the base salary or base wages those provided to such Continuing Company Employee immediately prior to the date of this Agreement, (ii) an annual bonus and other cash-based incentive compensation target that is no less than the annual bonus and other cash-based incentive compensation target compensation provided to such Continuing Employee immediately prior to the date of this Agreement, (iii) a long-term equity incentive compensation opportunity with a value that is not less than any long term equity incentive compensation provided to such Continuing Employee immediately prior to the date of this Agreement, and (iv) employee benefits that are, in the good faith judgment of Parent, either (x) in the aggregate no less favorable than the employee benefits provided by the Company or the applicable Company Subsidiary to the Continuing Employees Subsidiaries immediately prior to the date Effective Time. Following the Continuation Period, the Continuing Company Employees shall be entitled to participate in the plans of this Agreement Parent, the Surviving Corporation or their respective affiliates (ythe “Surviving Corporation Plans”) substantially comparable to the employee benefits provided by Parent or the applicable Subsidiary to same extent as other similarly situated employees of Parent or Parent, the applicable SubsidiarySurviving Corporation and their respective affiliates. Notwithstanding anything In addition, and without limiting the generality of the foregoing and subject to Section 5.05(d), each Continuing Company Employee shall be immediately eligible to participate, without any waiting time, in any and all Surviving Corporation Plans to the contrary, nothing herein extent coverage under any such plan replaces coverage under a comparable benefit plan in which such Continuing Company Employee participates immediately prior to the Effective Time. Nothing in this Section 5.05 or elsewhere in this Agreement shall be deemed construed to restrict the create a right of in any Continuing Company Employee to employment with Parent or the Surviving Entity to terminate the employment of any such Continuing Employee for Cause (as defined in such Continuing Employee’s Company Employment Agreement, or, to the extent such Continuing Employee is not party to a Company Employment Agreement, as defined in the Company’s Change in Control Severance Plan, effective January 1, 2021 (the “CIC Severance Plan”))Corporation.

Employee Matters. (a) Until For a period commencing on the first applicable Closing and ending on the one (1)-year anniversary of the Effective Timeapplicable Closing Date (or until the termination of the relevant Business Employee if sooner), the Surviving Entity shall provideBuyer shall, or shall cause to be providedthe Acquired Companies to, continued employment for those individuals who were employees of provide any Business Employee on the Company and the Company Subsidiaries immediately prior to the Effective Time except as set forth on Section 6.6(a) of the Company Disclosure Schedule (the “Continuing Employees”) and shall provide, or cause to be provided, each Continuing Employee applicable Closing Date with (i) a base salary or base wages at an annual wage rate that is no less than the annual rate of the base salary or base wages provided wage rate as in effect with respect to such Continuing Business Employee immediately prior to the date of this Agreement, (ii) an annual bonus and other cash-based incentive compensation target that is no less than the annual bonus and other cash-based incentive compensation target compensation provided to such Continuing Employee immediately prior to the date of this Agreement, (iii) a long-term equity incentive compensation opportunity with a value that is not less than any long term equity incentive compensation provided to such Continuing Employee immediately prior to the date of this Agreementapplicable Closing, and (ivii) employee benefits that are, in the good faith judgment of Parentaggregate, either (x) in the aggregate no less favorable than those provided to such Business Employees under the employee benefits provided by the Company or the applicable Company Subsidiary to the Continuing Employees Benefit Plans immediately prior to the date of this Agreement applicable Closing (excluding severance benefits, any long-term incentive awards, nonqualified deferred compensation plans or (y) substantially comparable to the employee benefits provided by Parent or the applicable Subsidiary to similarly situated employees of Parent or the applicable Subsidiarycollege tuition-related programs). Notwithstanding anything herein to the contrary, nothing herein Buyer shall be deemed to restrict responsible for severance payable (if any) for the right of Parent or the Surviving Entity to terminate the employment termination of any Business Employee on the applicable Closing Date or thereafter. Except as otherwise set forth in this Section 6.7 or as may be specifically required by this Agreement or by applicable Law, Buyer shall not be obligated to continue to provide any particular type of employee benefits or compensation to any Business Employee. For purposes of this Section 6.7, the applicable Closing Date for any Business Employee shall be the Closing Date on which the Acquired Company by whom such Continuing Employee for Cause (as defined in such Continuing Employee’s Company Employment Agreement, or, to the extent such Continuing Business Employee is then employed is sold to Buyer. With respect to each Benefit Plan that is not party to a an Acquired Company Employment Agreement, as defined in the Company’s Change in Control Severance Plan, effective January 1Owners will retain all responsibility, 2021 (obligations and liability with respect to, or in any way related to, such Benefit Plan, and Buyer will not, and, from and after the “CIC Severance applicable Closing, the Acquired Companies will not, have any responsibility, obligations or liability with respect to, or in any way related to, such Benefit Plan”)).

Employee Matters. (a) Until From the first Closing Date until the 12-month anniversary of the Effective TimeClosing, (or, if earlier, the Surviving Entity date of termination of employment of the relevant employee), Purchasers and Purchasers’ affiliates shall provide, provide or shall cause the Operating Companies to be provided, continued employment for those individuals who were provide to employees of the Company and Operating Companies who remain in the Company Subsidiaries immediately prior to the Effective Time except as set forth on Section 6.6(a) employment of the Company Disclosure Schedule Operating Companies or Purchasers or any of Purchasers’ affiliates (the “Continuing Employees”) and shall provide, or cause to be provided, each Continuing Employee with (i) a base salary or base wages at an salary, wage rate, and target annual rate variable cash compensation opportunity that is are no less favorable in the aggregate than the salary, wage rate, and target annual rate of the base salary or base wages variable cash compensation opportunity provided to such Continuing Employee immediately prior to the date of this Agreement, (ii) an annual bonus and other cash-based incentive compensation target that is no less than the annual bonus and other cash-based incentive compensation target compensation provided to such Continuing Employee immediately prior to the date of this Agreement, (iii) a long-term equity incentive compensation opportunity with a value that is not less than any long term equity incentive compensation provided to such Continuing Employee immediately prior to the date of this Agreement, and (iv) employee benefits that are, in the good faith judgment of Parent, either (x) in the aggregate no less favorable than the employee benefits provided by the Company or the applicable Company Subsidiary to the Continuing Employees immediately prior to the date Closing Date, (ii) eligibility for employee benefits (excluding any equity or equity-based or long-term incentives, change in control, severance, defined benefit pensions and post-employment health and welfare benefits) that are no less favorable in the aggregate than such employee benefits to which similarly situated employees of Purchasers were entitled immediately prior to the Closing Date; provided that until such time as Purchasers shall cause Continuing Employees to participate in the applicable New Plan (as defined below), a Continuing Employee’s continued participation in a Company Benefit Plan shall be deemed to satisfy the foregoing provisions of this Agreement or clause (yii) substantially comparable (it being understood that participation in the New Plans may commence at different times with respect to each New Plan); and (iii) severance benefits (subject, in each case, to the employee benefits provided execution and non-revocation of a release of claims by Parent or the applicable Subsidiary Continuing Employee) that are no less favorable than those provided to similarly situated employees of Parent or the applicable Subsidiary. Notwithstanding anything Purchasers immediately prior to the contrary, nothing herein shall be deemed to restrict the right of Parent or the Surviving Entity to terminate the employment of any such Continuing Employee for Cause (as defined in such Continuing Employee’s Company Employment Agreement, or, to the extent such Continuing Employee is not party to a Company Employment Agreement, as defined in the Company’s Change in Control Severance Plan, effective January 1, 2021 (the “CIC Severance Plan”))Closing Date.

Employee Matters. (a) Until the first anniversary of the Effective TimeTime (the “Benefits Continuation Period”), the Surviving Entity Corporation shall provide, or cause to be provided, continued employment for those individuals who were employees of the Company and the Company its Subsidiaries immediately prior to the Effective Time except who continue as set forth on Section 6.6(a) employees of the Company Disclosure Schedule Surviving Corporation or any of its Subsidiaries during all or a portion of the Benefits Continuation Period (the “Continuing Employees”), (i) target compensation levels (consisting of base salary and shall provide, or cause target bonus and other incentive (including equity-based) compensation opportunities) with respect to be provided, each Continuing Employee with that shall not be materially less favorable in the aggregate than the compensation (i) a consisting of base salary and target bonus and other incentive (including equity-based) compensation opportunities) provided by the Company or base wages at an annual rate that is no less than the annual rate of the base salary or base wages provided applicable Subsidiary to such Continuing Employee immediately prior to the date Effective Time (provided that the forms of this Agreement, any such compensation (cash or equity) may differ from the forms provided prior to the Effective Time) and (ii) an annual bonus and other cash-based incentive compensation target that is no less than the annual bonus and other cash-based incentive compensation target compensation provided employee benefits with respect to such each Continuing Employee immediately prior to the date of this Agreement, (iii) a long-term equity incentive compensation opportunity with a value that is not less than any long term equity incentive compensation provided to such Continuing Employee immediately prior to the date of this Agreement, and (iv) employee benefits that are, in the good faith judgment of Parent, either (x) are substantially comparable in the aggregate no less favorable to either, at Parent’s election, (A) the employee benefits provided by Parent and its Subsidiaries (other than the Surviving Corporation) to similarly situated employees of U.S.-based Subsidiaries of Parent and its Subsidiaries or (B) the employee benefits provided by the Company or the applicable Company Subsidiary to the such Continuing Employees Employee immediately prior to the date Effective Time; provided, however, that no severance, defined benefit pension, non-qualified deferred compensation, post-retirement medical or welfare, retention, change in control or other special or non-recurring compensation or benefits provided prior to the Closing Date shall be taken into account for purposes of clause (i) or (ii) of this Agreement or (y) substantially comparable to the employee benefits provided by Parent or the applicable Subsidiary to similarly situated employees of Parent or the applicable SubsidiarySection 5.7(a). Notwithstanding anything to the contrary, nothing Nothing herein shall be deemed to be a guarantee of employment for any current or former employee of the Company or any of its Subsidiaries, or, other than as provided in any applicable employment agreement or other Contract, to restrict the right of Parent or the Surviving Entity Corporation to terminate the employment of any such Continuing Employee for Cause (as defined in such Continuing Employee’s Company Employment Agreement, or, to the extent such Continuing Employee is not party to a Company Employment Agreement, as defined in the Company’s Change in Control Severance Plan, effective January 1, 2021 (the “CIC Severance Plan”))employee.

Employee Matters. (a) Until the first twelve (12) month anniversary of the Effective TimeTime (the “Benefits Continuation Period”), and subject to the Surviving Entity last sentence of this Section 8.7, Parent shall provide, or and shall cause the Surviving Corporation and their respective Subsidiaries to be providedprovide, continued employment for those individuals who were employees of the Company and the Company Subsidiaries immediately prior to (excluding any employees represented by labor unions and/or covered by collective bargaining agreements) who continue as employees of Parent, the Effective Time except as set forth on Section 6.6(a) Surviving Corporation or any of their respective Subsidiaries during the Company Disclosure Schedule Benefits Continuation Period (the “Continuing Company Employees”) and shall provide), or cause to be provided, each Continuing Employee with (i) a base salary or base wages at an annual hourly wage rate that is no less favorable than the annual rate of the base salary or base wages that provided to such Continuing Company Employee immediately prior to the date of this AgreementEffective Time, (ii) an annual bonus and other cash-based a cash incentive compensation target opportunity (including bonuses and/or commissions) that is no less favorable than the annual bonus and other cash-based incentive compensation target compensation that provided to such Continuing Company Employee immediately prior to the date of this Agreement, Effective Time and (iii) a long-term employee benefits (including welfare plan benefits for spouses and dependents, as applicable, but excluding any equity incentive based compensation opportunity with a value and defined benefit pension plan) that is not either, at the option of Parent, are (A) no less favorable in the aggregate than any long term equity incentive compensation those provided to such Continuing Company Employee immediately prior to the date of this Agreement, and Effective Time or (ivB) employee benefits that are, in the good faith judgment of Parent, either (x) no less favorable in the aggregate no less favorable than the employee benefits those provided by the Company or the applicable Company Subsidiary to the Continuing Employees immediately prior to the date of this Agreement or (y) substantially comparable to the employee benefits provided by Parent or the applicable Subsidiary to similarly situated employees of Parent and its Subsidiaries. Without limiting the generality of the foregoing, for the Benefits Continuation Period, Parent shall honor, or the applicable Subsidiary. Notwithstanding anything to the contrary, nothing herein shall be deemed to restrict the right of Parent or cause the Surviving Entity Corporation or any of their respective Subsidiaries to terminate honor the employment severance, retention and any similar benefits and any Company Benefit Plan set forth on Section 8.7(a) of any such Continuing Employee for Cause (as defined in such Continuing Employee’s the Company Employment Agreement, or, to the extent such Continuing Employee is not party Disclosure Letter provided to a Company Employment AgreementEmployee under an applicable Company Benefit Plan immediately prior to the Effective Time, as defined including by recognizing all service recognized for such purposes under the applicable Company Benefit Plan (unless otherwise agreed to in writing by the Company’s Change in Control Severance Plan, effective January 1, 2021 (the “CIC Severance Plan”)affected Company Employee).

Employee Matters. (a) Until the first anniversary of the Effective Time, the Surviving Entity shall provideBuyer shall, or shall cause an Affiliate to, make an offer of employment to each Target Employee set forth on Schedule 6.4(a) (including all such Target Employees on leave), with such offered employment to be providedeffective as of immediately following the termination of such Target Employee by Seller. Each such Target Employee who accepts such offer of employment no later than the Employee Termination Date and becomes an employee of Buyer, or one of its Affiliates shall be referred to herein as a “Continuing Employee.” The initial terms of employment or continued employment for those individuals who were employees each Continuing Employee shall provide for (i) a position consistent with such Continuing Employee’s position as of the Company and the Company Subsidiaries immediately prior to the Effective Time except as Closing and on terms consistent with those set forth on in this Section 6.6(a) of the Company Disclosure Schedule 6.4, (the “Continuing Employees”) and shall provide, or cause to be provided, each Continuing Employee with (iii) a base salary or base wages at an annual wage rate that is no not less than the annual rate of the base salary or base wages wage rate in effect for such Continuing Employee immediately prior to the Closing, (iii) annual target bonus opportunity and long-term target incentive opportunities that are, in the aggregate no less favorable than those provided to such Continuing Employee immediately prior to the date of this AgreementClosing, (iiiv) an annual bonus and other cash-based incentive compensation target severance benefits that is are no less favorable than the annual bonus greater of (A) the severance benefits that would have been applicable to such Continuing Employee under a Target Benefit Plan in effect as of immediately prior to the Closing or (B) the severance benefits applicable to similarly-situated employees of Buyer or its Affiliates, and (v) other cash-based incentive compensation target compensation employee benefits that are comparable in the aggregate to those provided by Seller to such Continuing Employee immediately prior to the date of this Agreement, (iii) a long-term equity incentive compensation opportunity Closing with a value that is not less than any long term equity incentive compensation provided to such Continuing Employee immediately prior to the date of this Agreementcoverage under, and participation in, Xxxxx’s benefit plans or programs to commence immediately upon a Continuing Employee’s commencement of employment with Buyer or an Affiliate of Buyer. Notwithstanding the immediately foregoing subsection (iv) employee benefits v), the Parties acknowledge that are, in the good faith judgment of Parent, either (x) in the aggregate no less favorable than the employee benefits provided by the Company or the applicable Company Subsidiary to the Continuing Employees immediately prior will remain eligible for group health coverages under Seller’s group health through August 31, 2023 (the “Run-Out Coverage Period”), and Buyer may accordingly satisfy its employee benefit coverage obligations hereunder provided benefits coverages for Continuing Employees begin under Buyer’s benefit plans effective September 1, 2023. Subject to the date of this Agreement or (y) substantially comparable to the employee benefits provided by Parent or the applicable Subsidiary to similarly situated employees of Parent or the applicable Subsidiary. Notwithstanding anything to the contraryLaw, nothing herein shall be deemed to restrict alter the right at-will status of Parent or the Surviving Entity to any Continuing Employee. Seller shall terminate the employment of any such each Continuing Employee for Cause (effective as defined in such Continuing Employee’s Company Employment Agreement, or, to of 11:59 p.m. on the extent such Continuing Employee is not party to a Company Employment Agreement, as defined in third calendar day following the Company’s Change in Control Severance Plan, effective January 1, 2021 Closing Date (the “CIC Severance PlanEmployee Termination Date”)), and Seller shall be responsible for any severance or separation benefits that become due to any Continuing Employee as a result of his or her termination by Seller on the Employee Termination Date.

Employee Matters. (a) Until During the period commencing at the Effective Time and ending on the first anniversary of the Effective TimeClosing Date (the “Continuation Period”), Parent shall, or shall cause the Surviving Entity shall provideCorporation or one of its Subsidiaries to, or cause to be provided, continued employment for those individuals who were employees provide each employee of the Company and its Subsidiaries who continues to be employed by Parent or its Subsidiaries (including the Company Subsidiaries Surviving Corporation and its Subsidiaries) immediately prior to following the Effective Time except as set forth on Section 6.6(a) of the Company Disclosure Schedule (collectively, the “Continuing Employees”) and shall provide, or cause to be provided, each Continuing Employee with (i) a base salary or base wages at an annual rate wage rate, as applicable, that is no less favorable than the annual rate of the base salary or base wages wage rate, as applicable, provided by the Company or its Subsidiaries to such Continuing Employee immediately prior to the date of this Agreement, Effective Time; (ii) an annual bonus short- and other cashlong-based term target incentive compensation target opportunities that is are no less favorable in value, in the aggregate, than the annual bonus short- and other cashlong-based term target incentive compensation target compensation opportunities provided by the Company or its Subsidiaries to such Continuing Employee immediately prior to the date Effective Time; provided that, if the relative allocation of this Agreementshort- and long-term target incentive compensation opportunities as of immediately prior to the Effective Time is adjusted, the fraction of the aggregate target incentive compensation opportunity allocated to short-term incentives shall not be smaller than that applicable to similarly situated employees of Parent and its Subsidiaries; provided, further, in order to address Parent and the Company’s different grant-timing practices, Parent may xxxxx xxxx-term incentive awards at different times of the year than such awards are granted to its employees generally (to prevent Continuing Employees from not receiving full 2019 award opportunities) and may adjust future awards to ensure that there is not a duplication of incentive compensation opportunities with respect to the same performance period (or portion thereof); and (iii) a long-term equity incentive other compensation opportunity with a value and employee benefits that is not less than any long term equity incentive compensation are substantially comparable in value, in the aggregate, to those provided by the Company or its Subsidiaries to such Continuing Employee immediately prior to the date Effective Time. Without limiting the immediately preceding sentence, Parent shall, or shall cause the Surviving Corporation or one of this Agreementits Subsidiaries to, and (iv) employee provide to each Continuing Employee whose employment terminates during the Continuation Period with severance benefits that are, in the good faith judgment of Parent, either (x) in the aggregate no less favorable than the employee benefits provided by the Company or the applicable Company Subsidiary equal to the Continuing Employees immediately prior to greater of (A) the date of this Agreement or (y) substantially comparable to the employee severance benefits provided by Parent or the applicable Subsidiary to similarly situated employees of Parent or the applicable Subsidiary. Notwithstanding anything to the contrary, nothing herein shall be deemed to restrict the right of Parent or the Surviving Entity to terminate the employment of any such Continuing Employee for Cause (as defined in such Continuing Employee’s Company Employment Agreement, or, to the extent which such Continuing Employee is not party to a Company Employment Agreement, as defined in eligible under the Company’s Change in Control Severance PlanPay Plan (in accordance with its terms at the Effective Time) and (B) the severance benefits for which similarly situated employees of Parent and its Subsidiaries are eligible, effective January 1in each case, 2021 determined (x) solely for the “CIC Severance Plan”))purpose of clause (A) above, without taking into account any reduction after the Effective Time in compensation paid to such Continuing Employee and (y) taking into account each Continuing Employee’s service with the Company and its Subsidiaries (and any predecessor entities) and, after the Effective Time, Parent and its Subsidiaries. In addition, for as long as there are adequate assets in the trusts underlying the Retiree Welfare Plans to meet the benefit obligations under the Retiree Welfare Plans, Parent shall, or shall cause the Surviving Corporation or one of its Subsidiaries to continue to, maintain the Retiree Welfare Plans for the benefit of the individuals who are receiving benefits thereunder as of immediately prior to the Effective Time, or would be eligible to receive benefits thereunder as of immediately prior to the Effective Time, based on the plan terms and level of benefits as of immediately prior to the Effective Time.

Employee Matters. (a) Until For a period commencing at the first Effective Time and ending on the one year anniversary of the Effective Time, the Surviving Entity FIBK shall provide, or cause to be provided, continued employment for those individuals to each individual who were employees is employed by GWB or any of the Company and the Company its Subsidiaries as of immediately prior to the Effective Time except as set forth on Section 6.6(aand who continues to be actively employed by the Surviving Entity (or any affiliate thereof) of the Company Disclosure Schedule during such period (the a “Continuing EmployeesEmployee”) and shall provide), or cause to be provided, each Continuing Employee with (i) a base salary or base wages at an annual wage rate that is no less than the annual rate of the base salary or base wages provided to wage rate in effect for such Continuing Employee as of immediately prior to the date of this AgreementEffective Time, (ii) an annual bonus and other cashshort-based term incentive compensation target that is no less than the annual bonus and other cash-based incentive compensation target compensation provided to such Continuing Employee immediately prior to the date of this Agreementopportunities, (iii) a long-term equity incentive compensation opportunity with a value that is not less than any long term equity incentive opportunities and other compensation provided to such Continuing Employee immediately prior to the date and employee benefits (in each case of clause (i) and (ii) of this AgreementSection ‎6.6(a), excluding defined benefit pension, retiree medical, change in control and (ivseverance benefits) employee benefits that arethat, in the good faith judgment of Parenteach case, either (x) in the aggregate are no less favorable than the employee benefits those provided by the Company or the applicable Company Subsidiary to the Continuing Employees immediately prior to the date of this Agreement or (y) substantially comparable to the employee benefits provided by Parent or the applicable Subsidiary to similarly situated employees of Parent FIBK and its Subsidiaries, and (iii) to any Continuing Employee who experiences an involuntary termination of employment without cause (or other severance-qualifying termination) during such period, severance benefits pursuant to FIBK’s severance policy (the terms of which are described in Section ‎6.6(a) of the FIBK Disclosure Schedule), and which shall apply to Continuing Employees in a manner no less favorable than as applicable Subsidiaryto similarly situated employees of FIBK and its Subsidiaries. Notwithstanding anything Nothing in this Section 6.6(a) is intended to limit FIBK or any of its Subsidiaries from taking or continuing to take reasonable actions in response to the contraryCOVID-19 related stresses on FIBK after the Closing Date, nothing herein including reductions in force, furloughs, temporary layoffs, or reduced hours, pay or benefits; provided that no such actions shall be deemed disproportionately adversely affect the Continuing Employees when compared to restrict the right of Parent or the Surviving Entity to terminate the employment of any such Continuing Employee for Cause (as defined in such Continuing Employee’s Company Employment Agreement, or, to the extent such Continuing Employee is not party to a Company Employment Agreement, as defined in the Company’s Change in Control Severance Plan, effective January 1, 2021 (the “CIC Severance Plan”))similarly situated FIBK employees.

Employee Matters. (a) Until For a period of one (1) year following the first anniversary Closing Date (or if earlier, the date the applicable Continuing Business Employee’s termination of employment), Purchaser shall, or shall cause the Acquired Companies to, provide for each of the Effective Time, the Surviving Entity shall provide, or cause to be provided, continued employment for those individuals who were employees of the Company Acquired Companies who is not a member of a labor union and who continues in the Company Subsidiaries immediately prior to the Effective Time except as set forth on Section 6.6(a) employ of Purchaser or any of the Company Disclosure Schedule Acquired Companies following the Closing Date (collectively, the “Continuing Business Employees”) and shall provide, or cause to be provided, each Continuing Employee with (i) a base salary or base wages at an annual rate wage level that is no less than the annual rate of the base salary or base wages wage level provided to such Continuing Business Employee immediately prior to the date of this Agreement, Closing; (ii) an annual bonus except as otherwise provided in clause (iii) of this Section 6.11(a) or in Section 6.11(b), employee welfare and other cashretirement benefits (excluding any change in control arrangements, equity or equity-based incentive compensation, deferred compensation target arrangements, defined benefit pension, or post-retirement health or welfare benefits) that is are either, at the sole discretion of Purchaser and as determined on an individual basis (x) no less favorable in the aggregate than the annual bonus those employee welfare and other cash-based incentive compensation target compensation retirement benefits provided to such Continuing Business Employee immediately prior to the date Closing or (y) no less favorable in the aggregate than those employee welfare and retirement benefits provided by Purchaser and its Affiliates (other than the Acquired Companies) to similarly-situated employees of this Agreement, Purchaser and its Affiliates (other than the Acquired Companies) from time to time; and (iii) a annual target short-term and long-term equity incentive compensation opportunity with a value opportunities that is not are, in the aggregate, no less than any long either, at the sole discretion of Purchaser and as determined on an individual basis (x) the annual target short-term equity and long-term incentive compensation opportunities provided to such the Continuing Business Employee immediately prior to the date of this Agreement, and (iv) employee benefits that are, in the good faith judgment of Parent, either (x) in the aggregate no less favorable than the employee benefits provided by the Company or the applicable Company Subsidiary to the Continuing Employees immediately prior to the date of this Agreement Closing or (y) substantially comparable the annual target short-term and long-term incentive opportunities provided to the employee benefits provided by Parent or the applicable Subsidiary to similarly similarly-situated employees of Parent or Purchaser and its Affiliates (other than the applicable Subsidiary. Notwithstanding anything Acquired Companies) from time to the contrary, nothing herein shall be deemed to restrict the right of Parent or the Surviving Entity to terminate the employment of any such Continuing Employee for Cause (as defined in such Continuing Employee’s Company Employment Agreement, or, to the extent such Continuing Employee is not party to a Company Employment Agreement, as defined in the Company’s Change in Control Severance Plan, effective January 1, 2021 (the “CIC Severance Plan”))time.

Employee Matters. (a) Until the first anniversary For a period of eighteen (18) months following the Effective Time, the Surviving Entity Parent shall provide, or shall cause to be provided, continued employment for those individuals who were employees to each employee of the Company and the Company its Subsidiaries who is employed as of immediately prior to the Effective Time except as set forth on Section 6.6(a) of the Company Disclosure Schedule (collectively, the “Continuing Company Employees”) and shall provide, or cause to be provided, each Continuing Employee with (i) a annual base salary or and base wages at an annual rate that is wages, cash incentive compensation opportunities (excluding equity-based compensation) and benefits that, in each case, are no less favorable than the such annual rate of the base salary or and base wages wages, cash incentive compensation opportunities (excluding equity-based compensation) and benefits provided to such Continuing Company Employee immediately prior to the date Effective Time, provided, however, that nothing in this Agreement shall prohibit the Surviving Company from, consistent with the Company’s past practice, terminating the employment of any Company Employee or demoting any such Company Employee (with a corresponding change, if applicable and consistent with past practice, to such Company Employee’s annual base salary and base wages, cash incentive compensation opportunities and benefits) in each case for cause, and, if applicable, in accordance with the provisions of the Company Employee’s employment or other individual agreement, consistent with the Company’s past practice. Notwithstanding any other provision of this AgreementAgreement to the contrary, (iii) an annual bonus and other cash-based incentive compensation target that is Parent shall or shall cause the Surviving Corporation to provide Company Employees whose employment terminates during the eighteen (18) month period following the Effective Time who are not parties to individual agreements providing severance or termination benefits with severance benefits at levels no less than the annual bonus and other cash-based incentive compensation target compensation provided to such Continuing Employee immediately prior to the date of this Agreement, (iii) a long-term equity incentive compensation opportunity with a value that is not less than any long term equity incentive compensation provided to such Continuing Employee immediately prior to the date of this Agreement, and (iv) employee benefits that are, in the good faith judgment of Parent, either (x) in the aggregate no less favorable than the employee benefits provided by the Company or the applicable Company Subsidiary to the Continuing Employees immediately prior to the date of this Agreement or (y) substantially comparable to the employee benefits provided by Parent or the applicable Subsidiary to similarly situated employees of Parent or the applicable Subsidiary. Notwithstanding anything to the contrary, nothing herein shall be deemed to restrict the right of Parent or the Surviving Entity to terminate the employment of any such Continuing Employee for Cause (as defined in such Continuing Employee’s Company Employment Agreement, or, to the extent such Continuing Employee is not party to a Company Employment Agreement, as defined in under the Company’s Change severance policies in Control Severance Planeffect as of December 31, effective January 12009, 2021 (and such severance benefits shall be determined taking into account the “CIC Severance Plan”))service crediting provisions set forth in Section 6.14(b) below.

Employee Matters. (a) Until From and after the Company Merger Effective Time, for the period ending on the first anniversary of the Company Merger Effective TimeTime (or, if shorter, during any applicable period of employment), Parent shall provide or cause its Subsidiaries, including the Surviving Entity shall provideCompany and the Surviving Partnership, or cause to be provided, continued employment for those individuals provide to each individual who were employees is an employee of the Company and the or any Company Subsidiaries Subsidiary immediately prior to the Company Merger Effective Time except as set forth on Section 6.6(a) and who continues employment with the Surviving Company or any Subsidiary of the Surviving Company Disclosure Schedule following the Company Merger Effective Time (the each, a “Continuing EmployeesCompany Employee”) and shall provide), or cause to be provided, each Continuing Employee with (i) a base salary or base wages at an annual rate wage rate, as applicable, that is no less favorable than the annual rate of the base salary or base wages provided wage rate in effect with respect to such Continuing Company Employee immediately prior to the date of this AgreementCompany Merger Effective Time, (ii) an annual cash bonus and other cash-based incentive compensation target opportunity that is no less favorable than the annual cash bonus and other cash-based incentive compensation target compensation opportunity provided to such Continuing Company Employee immediately prior to the date of this AgreementCompany Merger Effective Time, and (iii) a other compensation and benefits (including severance benefits, paid-time off, health insurance, and equity-based compensation but excluding other long-term equity incentive compensation; provided, that such equity-based compensation opportunity may be subject to performance-vesting terms with respect to a value percentage thereof that is not less than any long term equity incentive the same as (or lower than) the percentage of equity-based compensation provided to such Continuing Company Employee in the immediately preceding year that was subject to performance-vesting terms) that are substantially comparable, in the aggregate, to the other compensation and benefits provided to such Company Employee, immediately prior to the date of this Agreement, and (iv) employee benefits that are, in the good faith judgment of Parent, either (x) in the aggregate no less favorable than the employee benefits provided by the Company or the applicable Company Subsidiary to the Continuing Employees immediately prior to the date of this Agreement or (y) substantially comparable to the employee benefits provided by Parent or the applicable Subsidiary to similarly situated employees of Parent or the applicable Subsidiary. Notwithstanding anything to the contrary, nothing herein shall be deemed to restrict the right of Parent or the Surviving Entity to terminate the employment of any such Continuing Employee for Cause (as defined in such Continuing Employee’s Company Employment Agreement, or, to the extent such Continuing Employee is not party to a Company Employment Agreement, as defined in the Company’s Change in Control Severance Plan, effective January 1, 2021 (the “CIC Severance Plan”))Merger Effective Time.

Employee Matters. (a) Until From and after the Effective Time, Parent shall or shall cause the Surviving Corporation to, honor all Company Benefit Plans and compensation arrangements and agreements in accordance with their terms as in effect immediately before the Effective Time. Without limiting the foregoing, during the period beginning on the Effective Time and ending on the first (1st) anniversary of the Effective Time, the Surviving Entity Parent shall provide, or shall cause the Surviving Corporation or its Subsidiaries to provide, employees who continue to be providedemployed by the Surviving Corporation or its Subsidiaries (collectively, continued employment for those individuals who were employees of the Company and the Company Subsidiaries immediately prior to the Effective Time except as set forth on Section 6.6(a) of the Company Disclosure Schedule (the “Continuing Employees”) and shall provide, or cause to be provided, each Continuing Employee with (i) a base salary or base wages at an annual hourly wage rate that is no less than the annual rate of the base salary or base wages provided to such Continuing Employee immediately prior to the date of this Agreement, (ii) an annual bonus and other cash-based incentive compensation target that is no less than the annual bonus and other cash-based incentive compensation target compensation provided to such Continuing Employee immediately prior to the date of this Agreement, (iii) a long-term equity incentive compensation opportunity with a value that is not less than any long term equity incentive compensation provided to such Continuing Employee immediately prior to the date of this Agreement, and (iv) employee benefits that arethat, in the good faith judgment of Parenteach case, either (x) in the aggregate are no less favorable than the employee benefits those as were provided by the Company or the applicable Company Subsidiary to the such Continuing Employees immediately prior to the date of this Agreement or Effective Time, (yii) substantially comparable to the employee benefits incentive compensation opportunities that are no less favorable than those provided by Parent or the applicable Subsidiary to similarly situated employees of Parent and its Subsidiaries and (iii) other employee benefits (other than stock or equity based benefits) that, in the aggregate, are no less favorable than were provided to such Continuing Employees immediately prior to the Effective Time. Any other provision of this Agreement to the contrary notwithstanding, Parent shall provide, or shall cause the Surviving Corporation or one of its Subsidiaries to provide, to each Continuing Employee whose employment terminates during the eighteen (18) month period following the Effective Time, severance benefits no less favorable than the severance benefits provided for under the severance arrangements of Parent and its Subsidiaries (other than the Company and its Subsidiary), except as otherwise required pursuant to a plan, program, agreement or arrangement covering the applicable Subsidiary. Notwithstanding anything to the contrary, nothing herein shall be deemed to restrict the right of Parent or the Surviving Entity to terminate the employment of any such Continuing Employee for Cause (as defined in such Continuing Employeethat is set forth on Schedule 3.18(g)(ii) or entered into after the date hereof with Parent’s Company Employment Agreement, or, prior written consent pursuant to the extent such Continuing Employee is not party to a Company Employment Agreement, as defined in the Company’s Change in Control Severance Plan, effective January 1, 2021 (the “CIC Severance Plan”)Section 5.1(a)(v)(B).

Employee Matters. (a) Until the first anniversary Parent shall, or shall cause its applicable Subsidiary to, provide each employee of Company and its Subsidiaries as of the Effective Time, Time while employed by Parent or its Subsidiaries (including the Surviving Entity shall provideCorporation and its Subsidiaries) (collectively, or cause to be provided, continued employment for those individuals who were employees of the Company and the Company Subsidiaries immediately prior to the Effective Time except as set forth on Section 6.6(a) of the Company Disclosure Schedule (the “Continuing Employees”) and shall provide, or cause to be provided, each Continuing Employee with (i) during the period commencing at the Effective Time and ending on the first anniversary thereof, (A) a base salary or base wages at an annual rate wage rate, as applicable, that is no less favorable than the annual rate of the base salary or base wages wage rate, as applicable, provided by Company or any such Subsidiary to such Continuing Employee immediately prior to the date of this Agreement, Effective Time and (B) any Company-provided car or car expense allowance on the same terms and conditions as in effect immediately prior to the Effective Time and (ii) during the period commencing at the Effective Time and ending on December 31, 2016, (A) an annual or quarterly bonus and other cash-based incentive compensation target that opportunity, as applicable, which is no less favorable than the annual bonus and other cash-based incentive compensation target compensation that provided by Company or any such Subsidiary to such Continuing Employee immediately prior to the date of this AgreementEffective Time (it being understood that Parent shall, (iii) a long-term equity incentive compensation opportunity or shall cause its applicable Subsidiary to maintain, without amendment, the annual and quarterly bonus plans and programs in effect with a value that is not less than any long term equity incentive compensation provided to such Continuing Employee immediately prior to the date of this Agreement, and (iv) employee benefits that are, in the good faith judgment of Parent, either (x) in the aggregate no less favorable than the employee benefits provided by the Company or the applicable Company Subsidiary respect to the Continuing Employees immediately prior to the date Effective Time through December 31, 2016 and that all determinations of this Agreement or the achievement of performance goals under such plans and programs in respect of calendar year 2016 and any calendar quarter in 2016 that ends after the Effective Time will be determined in accordance with the terms of such plans and programs) and (yB) substantially comparable to the all other compensation and employee benefits to such Continuing Employee (but without duplication) that are no less favorable than those provided by Parent or the applicable Subsidiary and its Subsidiaries to their similarly situated employees (it being understood that a Continuing Employee’s continued participation in compensation and benefit plans of Parent the Company or the applicable Subsidiary. Notwithstanding anything to the contrary, nothing herein Subsidiary shall be deemed to restrict satisfy this clause (B)). During the right of period commencing at the Effective Time and ending on the first anniversary thereof, Parent or the Surviving Entity its Subsidiaries shall provide severance payments and benefits to terminate the employment of any such each Continuing Employee whose employment is terminated other than for Cause (as defined in Section 6.7(a) of the Company Disclosure Schedule) or due to a Constructive Termination (as defined in Section 6.7(a) of the Company Disclosure Schedule) that are no less favorable than the severance payments and benefits set forth in Section 6.7(a) of the Company Disclosure Schedule without amendment following the Effective Time (the “Company Severance Policy”), based on such Continuing Employee’s title with Company Employment Agreement, or, immediately prior to the extent Effective Time. The foregoing severance provisions shall not apply to any Continuing Employee who has received or is entitled to receive contractual severance payments or benefits pursuant to a written agreement between such Continuing Employee is not party to a and the Company Employment Agreement, as defined in the Company’s Change in Control Severance Plan, effective January 1, 2021 (the “CIC Severance Plan”))or one of its Subsidiaries.

Employee Matters. (a) Until the first anniversary of the Effective Time, the Surviving Entity Purchaser agrees that Purchaser shall provide, or shall cause to be provided, continued employment for those individuals with respect to each Business Employee who were employees continues to remain employed with the Bank and the Transferred Subsidiaries following the Effective Time (each, a “Continuing Employee”), (i) during the period commencing at the Effective Time and ending on the one (1) year anniversary of the Company Closing Date, (x) base salary or base wage, as applicable, which is no less favorable than that provided by the Bank and the Company Transferred Subsidiaries immediately prior to the Effective Time except as set forth on Section 6.6(ato each such Continuing Employee, (y) of the Company Disclosure Schedule total compensation opportunities (the “Continuing Employees”) and shall provide, or cause to be provided, each Continuing Employee with (i) a other than base salary or base wages at an annual rate that is wage, as applicable, which are subject to the foregoing clause (x)), subject to the achievement of applicable performance metrics, which are no less favorable in the aggregate than the annual rate of the total compensation opportunities (other than base salary or base wages wage, as applicable, which are subject to the foregoing clause (x)), subject to the achievement of applicable performance metrics, provided to such Continuing Employee by the Bank and the Transferred Subsidiaries immediately prior to the date of this Agreement, (ii) an annual bonus and other cash-based incentive compensation target that is no less than the annual bonus and other cash-based incentive compensation target compensation provided Effective Time to each such Continuing Employee immediately prior to the date of this Agreement, (iii) a long-term equity incentive compensation opportunity with a value that is not less than any long term equity incentive compensation provided to such Continuing Employee immediately prior to the date of this AgreementEmployee, and (ivz) employee subject to the applicable Continuing Employee’s execution and non-revocation of a release of claims, severance benefits that are, in the good faith judgment of Parent, either (x) in the aggregate are no less favorable than the employee severance benefits provided by the Company or Bank and the applicable Company Subsidiary to the Continuing Employees Transferred Subsidiaries immediately prior to the date of this Agreement or (y) substantially comparable Effective Time to the employee benefits provided by Parent or the applicable Subsidiary to similarly situated employees of Parent or the applicable Subsidiary. Notwithstanding anything to the contrary, nothing herein shall be deemed to restrict the right of Parent or the Surviving Entity to terminate the employment of any each such Continuing Employee for Cause as such benefits are set forth on Section 5.10(a) of the Sellers’ Disclosure Schedule, and (as defined ii) during the period commencing at the Effective Time and ending on December 31 of the calendar year in which the Effective Time occurs, other benefits (including, but not limited to, pension, welfare and paid time off benefits) that are substantially comparable in the aggregate to those provided by the Bank and the Transferred Subsidiaries immediately prior to the Effective Time to each such Continuing Employee’s Company Employment Agreement, or, to the extent such Continuing Employee is not party to a Company Employment Agreement, as defined in the Company’s Change in Control Severance Plan, effective January 1, 2021 (the “CIC Severance Plan”)).

Employee Matters. (a) Until the first anniversary of the Effective Time, the Surviving Entity shall provide, or cause to be provided, continued employment for those individuals who were employees of the Company and the Company Subsidiaries immediately At least ten (10) Business Days prior to the Effective Time except Closing Date, Purchaser or one of its Affiliates may make offers of employment to the Business Employees of its choosing. Such offers shall be conditioned upon the occurrence of Closing and for employment as set forth on Section 6.6(a) of the Company Disclosure Schedule Closing Date or, if later, such date on which the applicable Business Employee returns from a leave of absence (so long as such return occurs within one-hundred and eighty (180) days after the Closing or such later time as may be required by applicable Law). Each offer of employment shall initially, and for a period of at least twelve (12) months following the Closing Date (the “Continuing EmployeesProtected Period”) and shall provide), or cause to be provided, each Continuing Employee with provide for: (i) a base salary (or base wages at an annual rate wage rate) that is no less favorable than that in effect for such the annual rate of the base salary or base wages provided to such Continuing Business Employee immediately prior to the date of this AgreementClosing Date, (ii) an annual bonus and other cash-based incentive compensation target (excluding equity compensation) and bonus opportunities that is are no less favorable than the annual bonus and other cash-based incentive compensation target compensation provided to those in effect for such Continuing Business Employee immediately prior to the date of this AgreementClosing Date, and (iii) a long-term equity incentive compensation opportunity with a value that is not less than any long term equity incentive compensation provided to such Continuing Employee immediately prior to the date package of this Agreementemployee benefits, including health, welfare, and retirement benefits (iv) employee excluding defined benefits pursuant to qualified and nonqualified requirement plans, retiree medical benefits, and other retiree health and welfare arrangements), that are, in the good faith judgment of Parent, either (x) are at least substantially comparable in the aggregate no less favorable than to the package of employee benefits provided made available by the Company or the applicable Company Subsidiary Purchaser to Purchaser’s employees, in accordance with and subject to the Continuing Employees immediately prior terms of the Purchaser Benefit Plans, as they may be amended. Except as necessary to comply with the preceding sentence, nothing in this Agreement will require Purchaser to maintain any specific benefit plans or amend any Purchaser Benefit Plan. Each such employment offer shall be subject to and conditioned upon the occurrence of the Closing. The date of this Agreement or (y) substantially comparable to the employee benefits provided by Parent or the applicable Subsidiary to similarly situated employees of Parent or the applicable Subsidiary. Notwithstanding anything to the contrary, nothing herein shall be deemed to restrict the right of Parent or the Surviving Entity to terminate the employment of any such Continuing Employee for Cause (as defined in such Continuing a Business Employee’s Company Employment Agreement, or, commencement of active employment with Purchaser or its Affiliate is referred to the extent such Continuing Employee is not party to a Company Employment Agreement, as defined in the Company’s Change in Control Severance Plan, effective January 1, 2021 (the his or her “CIC Severance PlanHire Date”)).

Employee Matters. (a) Until the first anniversary of the Effective Time, the Surviving Entity shall provide, or cause to be provided, continued employment for those individuals who were employees of the Company From and the Company Subsidiaries immediately prior to after the Effective Time except as set forth on Section 6.6(aand for a period ending twelve (12) months following the Effective Time or, if earlier, the last day of a Continuing Employee’s service with the Company Disclosure Schedule (the “Continuing Employees”) and Acquired Companies, Parent shall provide, provide or cause its Subsidiaries, including the Surviving Corporation, to be provided, provide each Continuing Employee with (i) a base salary salary, base fee or base wages at an wage rate or annual rate draw, as applicable, and annual target cash bonus or other short-term cash-based incentive opportunity, in each case, that is no not less than the base salary, base fee or wage rate or annual rate of the base salary draw, as applicable, and annual target cash bonus or base wages other short-term cash-based incentive opportunity , respectively, provided to such Continuing Employee immediately prior to the date of this AgreementEffective Time, (ii) an annual bonus solely for the period ending on December 31, 2024, equity, equity-based or other long-term incentive opportunities that are at least as favorable in the aggregate as the aggregate equity, equity-based and other cashlong-term incentive opportunities that otherwise would have been available, on a basis for such period, to such Continuing Employee during such period in the ordinary course of business consistent with past practice; provided that such award shall be in the form of restricted cash subject to the same time-based vesting schedule as applied to such Continuing Employee’s most recent time-based equity, equity-based or long-term incentive compensation target awards, as applicable, granted prior to the Effective Time, (iii) severance pay and benefits that is are no less favorable than the annual bonus severance pay and benefits for which the Continuing Employee would have been eligible immediately prior to the Effective Time, as set forth in Section 6.10(a) of the Company Disclosure Letter, and (iv) other cashbenefits (other than nonqualified deferred compensation, change-based incentive compensation target compensation in-control and retention arrangements, post-retirement health and welfare, and defined benefit pension plans) that, taken as a whole, are at least as favorable in the aggregate as the benefits provided to such Continuing Employee immediately prior to the date of this Agreement, (iii) a long-term equity incentive compensation opportunity with a value that is not less than any long term equity incentive compensation provided to such Continuing Employee immediately prior to the date of this Agreement, and (iv) employee benefits that are, in the good faith judgment of Parent, either (x) in the aggregate no less favorable than the employee benefits provided by the Company or the applicable Company Subsidiary to the Continuing Employees immediately prior to the date of this Agreement or (y) substantially comparable to the employee benefits provided by Parent or the applicable Subsidiary to similarly situated employees of Parent or the applicable Subsidiary. Notwithstanding anything to the contrary, nothing herein shall be deemed to restrict the right of Parent or the Surviving Entity to terminate the employment of any such Continuing Employee for Cause (as defined in such Continuing Employee’s Company Employment Agreement, or, to the extent such Continuing Employee is not party to a Company Employment Agreement, as defined in the Company’s Change in Control Severance Plan, effective January 1, 2021 (the “CIC Severance Plan”))Effective Time.

Employee Matters. (a) Until During the period immediately following the Closing Date until the first (1st) anniversary of the Effective TimeClosing Date (the “Benefits Continuation Period”), the Surviving Entity Parent shall provide, or cause to be provided, continued employment for those individuals who were employees of the Company or any of its Subsidiaries who continue as employees of Parent or any of its Subsidiaries (including the Surviving Company and the Company Subsidiaries immediately prior to the Effective Time except as set forth on Section 6.6(aits Subsidiaries) during all or a portion of the Company Disclosure Schedule Benefits Continuation Period (the “Continuing Employees”) and shall provide), or cause to be provided, each Continuing Employee with (i) a base salary or base wages at an annual rate that is no less than the annual rate of the base salary or base wages provided to such Continuing Employee immediately prior to the date of this Agreement, (ii) an annual wage rates and target bonus and other cash-based incentive compensation target that is no less than the annual bonus and other cash-based incentive compensation target compensation provided to such Continuing Employee immediately prior to the date of this Agreement, (iii) a long-term equity incentive compensation opportunity with a value that is not less than any long term equity incentive compensation provided to such Continuing Employee immediately prior to the date of this Agreement, and (iv) employee benefits opportunities that are, in the good faith judgment of Parenteach case, either (x) in the aggregate no less favorable than the employee benefits base salary or wage rates and target bonus opportunities provided to such Continuing Employees by the Company or the applicable Company Subsidiary to the Continuing Employees any of its Subsidiaries immediately prior to the date Closing Date, (ii) (A) during the portion of this Agreement the Benefits Continuation Period that is prior to January 1, 2021, eligibility for employee benefits pursuant to employee benefit plans, programs, policies and arrangements that are substantially comparable in the aggregate to those provided to such Continuing Employees by the Company or any of its Subsidiaries immediately prior to the Closing Date under Company Benefit Plans set forth on Section 4.15(a) of the Company Disclosure Letter or as otherwise required by applicable Law, and (B) during the portion of the Benefits Continuation Period that is on or after January 1, 2021 (if any), eligibility for employee benefits pursuant to employee benefit plans, programs, policies and arrangements that are substantially comparable in the aggregate to those provided to either (1) such Continuing Employees by the Company or any of its Subsidiaries immediately prior to the Closing Date under Company Benefit Plans set forth on Section 4.15(a) of the Company Disclosure Letter or as otherwise required by applicable Law, or (y2) substantially comparable to the employee benefits provided by Parent or the applicable Subsidiary to similarly situated employees of Parent or its applicable Affiliates (provided, that, in each of (A) and (B), the foregoing comparisons shall not apply to equity- or equity-based incentive, non-qualified deferred, supplemental retirement, transaction, change in control, or retention-related (or other one-time) compensation or defined benefit pension or retiree medical benefits), and (iii) severance benefits that are no less favorable in the aggregate than those provided to Continuing Employees pursuant to any Company Benefit Plan set forth on Section 4.15(a) of the Company Disclosure Letter or applicable Subsidiary. Notwithstanding anything Law, in each case, as in effect immediately prior to the contrary, nothing herein shall be deemed to restrict the right of Parent or the Surviving Entity to terminate the employment of any such Continuing Employee for Cause (as defined in such Continuing Employee’s Company Employment Agreement, or, to the extent such Continuing Employee is not party to a Company Employment Agreement, as defined in the Company’s Change in Control Severance Plan, effective January 1, 2021 (the “CIC Severance Plan”))Closing Date.

Employee Matters. For a period of not less than one year following the effective time (a) Until the first anniversary of the Effective Time“continuation period”), the Surviving Entity shall provideParent will, or will cause the surviving corporation or their respective affiliates to, provide to be provided, continued each continuing TABLE OF CONTENTS Company employee (other than any such employee whose terms and conditions of employment for those individuals who were employees of the Company and the Company Subsidiaries are governed by a collective bargaining agreement or other labor contract) (i) a salary or hourly wage rate that is not less than that provided to such employee immediately prior to the Effective Time except effective time, (ii) target incentive pay opportunities, including bonus and commission opportunities, but not including equity and equity-based awards, that are no less favorable than those provided to such employee immediately prior to the effective time and (iii) other compensation and employee benefits (excluding equity and equity-based awards which will remain discretionary) that are no less favorable in the aggregate, determined on an individual basis, than those provided to such employee under the Company’s compensation and benefit plans, programs, policies, agreements and arrangements in effect immediately prior to the effective time. In addition, the pool for the Company’s short-term incentive plan for the fiscal year ending June 30, 2022 (the “FY 2022 STIP”) will be funded based on the greater of target and actual performance for such fiscal year, and FY 2022 STIP payments for such fiscal year will be determined in the Company’s ordinary course of business consistent with past practice for each participant in the FY 2022 STIP as set forth of the last day of such fiscal year and paid by the Company (or, following the effective time, by Parent or the surviving corporation) on Section 6.6(aor before September 15, 2022. Parent will, or will cause the surviving corporation and each of their respective affiliates to, honor all Company benefit plans (including all severance, change of control and similar plans and arrangements) in accordance with their terms as in effect immediately prior to the effective time, subject to any amendment or termination that may be permitted by such Company benefit plans. For the duration of the continuation period or, if applicable, the remaining term of any individual employment, severance or separation agreement in effect immediately prior to the effective time (if longer), Parent will, or will cause the surviving corporation or their respective affiliates to, provide each continuing Company employee who suffers a termination of employment under circumstances that would have given such employee a right to severance payments and benefits under the applicable severance policy or severance plan of the Company Disclosure Schedule (the “Continuing Employees”) and shall provideor any of its subsidiaries, or cause to be providedany individual employment, each Continuing Employee with (i) a base salary severance or base wages at an annual rate that is no less than the annual rate of the base salary separation agreement or base wages provided to such Continuing Employee other arrangement in effect immediately prior to the date of this Agreementthe Merger Agreement (each, a “Company severance plan”) with severance payments and benefits no less favorable than those that would have been provided to such employee under the applicable Company severance plan, subject to such employee’s timely satisfaction of a release of claims requirement. For all purposes under all employee benefit plans of Parent, the surviving corporation and their respective affiliates providing benefits to any continuing Company employee after the effective time (the “new plans”), each continuing Company employee will receive full credit for such employee’s years of service with the Company and its subsidiaries before the effective time (including any predecessors or other entities for which the Company and its subsidiaries have given credit for prior service), to the same extent such employee was entitled to credit for such service under similar or comparable Company benefit plans. In addition, (i) each such employee will be immediately eligible to participate, without any waiting time, in each new plan to the extent that such waiting time was satisfied under a similar or comparable Company employee benefit plan in which such employee participated immediately before the effective time (such plans, collectively, the “old plans”), (ii) an annual bonus Parent will cause all pre-existing condition exclusions or limitations and other cashactively-based incentive compensation target that is no less than at-work requirements of each new plan to be waived or satisfied for each such employee and his or her covered dependents to the annual bonus extent waived or satisfied under the analogous old plan as of the effective time, and other cash(iii) Parent will cause all eligible expenses incurred by each such employee and his or her covered dependents during the portion of the plan year of the old plan ending on the date on which 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-based incentive compensation target compensation provided of-pocket requirements applicable to such Continuing Employee employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such new plan. In the case of any continuing Company employee for whom the Company tracks vacation accrual (which will not include any such employee who is eligible for “unlimited” vacation or similar paid time off except as required by applicable law), with respect to any earned but unused vacation or other paid time off to which such employee is entitled pursuant to the vacation or other paid time off policy or individual agreement or other arrangement applicable to such employee immediately prior to the date effective time (the “Vacation/PTO Policy”), Parent will, or will cause the surviving corporation or any of this Agreementtheir respective affiliates to, (iiii) a long-term equity incentive compensation opportunity allow such employee to use such earned vacation or other paid time off in accordance with a value that is not less than any long term equity incentive compensation provided to such Continuing Employee immediately prior to the date of this Agreement, TABLE OF CONTENTS Vacation/PTO Policy and (ivii) if any such employee’s employment terminates during the continuation period under circumstances entitling such employee benefits that are, in the good faith judgment of Parent, either (x) in the aggregate no less favorable than the employee benefits provided by the Company or to severance pay under the applicable Company Subsidiary severance plan, pay such employee, in cash, an amount equal to the Continuing Employees immediately prior to value of the date of this Agreement earned vacation or (y) substantially comparable to the employee benefits provided by Parent or the applicable Subsidiary to similarly situated employees of Parent or the applicable Subsidiary. Notwithstanding anything to the contrary, nothing herein shall be deemed to restrict the right of Parent or the Surviving Entity to terminate the employment of any such Continuing Employee for Cause (as defined in such Continuing Employee’s Company Employment Agreement, or, to the extent such Continuing Employee is not party to a Company Employment Agreement, as defined in the Company’s Change in Control Severance Plan, effective January 1, 2021 (the “CIC Severance Plan”))other paid time off.

Employee Matters. (a) Until the first anniversary of the Effective Time, the Surviving Entity shall provide, or cause to be provided, continued employment for those individuals who were employees Employees of the Company and the Company or its Subsidiaries immediately prior to the Effective Time except who remain employees of Parent, the Surviving Corporation or any of their Affiliates following the Effective Time are hereinafter referred to as set forth on Section 6.6(athe “ Continuing Employees ” . For the period commencing at the Effective Time and ending twelve ( 12 ) of months from the Company Disclosure Schedule (the “Continuing Employees”) and shall provideEffective Time, or such longer time as required by applicable Law (such period, the “ Continuation Period ”), Parent shall, or shall cause to be providedthe Surviving Corporation or any of their respective Affiliates to, provide for each Continuing Employee with (i) a at least the same base salary or base wages at an annual and wage rate that is no less than the annual rate of the base salary or base wages provided to such Continuing Employee immediately prior to the date of this AgreementEffective Time, (ii) an annual bonus and other cash-based short - term cash incentive compensation target opportunities (excluding, for the avoidance of doubt, any equity or equity - based incentives) that is are no less favorable in the aggregate than the annual bonus and other cash-based such incentive compensation target compensation opportunities provided to each such Continuing Employee immediately prior to the Effective Time and (iii) employee benefits, as determined by Parent in its reasonable discretion, that are either (A) substantially comparable in the aggregate (other than defined benefit pension plans and retiree medical or other post - termination welfare benefits (unless required pursuant to a collective bargaining agreement or applicable Law) and retention or change in control payments or awards) to the employee benefits provided to such Continuing Employee immediately prior to the date of this AgreementEffective Time, or (iiiB) a long-term equity incentive compensation opportunity with a value that is not less than any long term equity incentive compensation substantially similar to the employee benefits provided to such similarly - situated employees of Parent . Without limiting the generality of the foregoing, during the Continuation Period, Parent shall provide, or shall cause the Surviving Corporation or any of their respective Affiliates to provide, severance payments and benefits to each Continuing Employee immediately prior to the date of this Agreement, and (iv) employee benefits whose employment is terminated during such period that are, in the good faith judgment of Parent, either (x) in the aggregate are no less favorable than the employee severance payments and benefits provided by as set forth in Section 6 . 9 (a) of the Company or the applicable Company Subsidiary to the Continuing Employees immediately prior to the date of this Agreement or (y) substantially comparable to the employee benefits provided by Parent or the applicable Subsidiary to similarly situated employees of Parent or the applicable Subsidiary. Notwithstanding anything to the contrary, nothing herein shall be deemed to restrict the right of Parent or the Surviving Entity to terminate the employment of any such Continuing Employee for Cause (as defined in such Continuing Employee’s Company Employment Agreement, or, to the extent such Continuing Employee is not party to a Company Employment Agreement, as defined in the Company’s Change in Control Severance Plan, effective January 1, 2021 (the “CIC Severance Plan”))Disclosure Letter .

Employee Matters. (a) Until the first anniversary of the Effective Time, the Surviving Entity shall provide, or cause to be provided, continued employment for those individuals who were employees of the Company Purchaser and the Company Subsidiaries agree that, following the Closing, each Employee who is employed by Purchaser or its Affiliates immediately prior to after the Effective Time except as set forth on Section 6.6(a) Closing Date shall be provided by Purchaser or its Affiliates, for a period extending until the earlier of the Company Disclosure Schedule (termination of such Employee’s employment with Purchaser and its Affiliates and the “Continuing Employees”) second December 31st following the Closing Date, with base compensation and shall provide, or cause to be provided, each Continuing Employee with (i) a base salary or base wages at an annual rate benefits that is are no less favorable in the aggregate than the annual rate of the base salary or base wages compensation and benefits provided by Seller and its Subsidiaries to such Continuing Employee immediately prior to the date of this Agreement. Nothing in this Agreement shall require Purchaser or any of its Affiliates to continue to employ any particular Employee following the Closing Date, or shall, provided the provisions herein are complied with, be construed to prohibit Purchaser or any of its Affiliates from amending or terminating any Company Benefit Plan, Assumed Benefit Plan or other benefit plan following the Closing; provided that the Purchaser and its Affiliates shall not prior to the end of the calendar year in which the Closing occurs (i) terminate or freeze benefit accruals under the Space Systems/Loral, Inc. Pension Plan, (ii) an annual bonus and other cash-based incentive compensation target terminate or materially reduce benefits in any Company Benefit Plan or Assumed Benefit Plan that is no less than the annual bonus and other cash-based incentive compensation target compensation provided to such Continuing Employee immediately prior to the date of this Agreement, (iii) a long-term equity incentive compensation opportunity with a value that is not less than any long term equity incentive compensation provided to such Continuing Employee immediately prior to the date of this Agreement, and (iv) employee benefits that are, in the good faith judgment of Parent, either (x) in the aggregate no less favorable than the employee benefits provided by the Company or the applicable Company Subsidiary to the Continuing Employees immediately prior to the date of this Agreement or (y) substantially comparable to the employee benefits provided by Parent or the applicable Subsidiary to similarly situated employees of Parent or the applicable Subsidiary. Notwithstanding anything to the contrary, nothing herein shall be deemed to restrict the right of Parent or the Surviving Entity to terminate the employment of any such Continuing Employee for Cause “welfare benefit plan” (as defined in Section 3(1) of ERISA), a qualified profit sharing plan, or a nonqualified profit sharing plan or cause any Employee to cease participation in any such Continuing Employee’s Company Employment Agreementplan (other than voluntarily or on account of a termination of employment), or, to or (iii) terminate or materially reduce potential payments under the extent such Continuing Employee is not party to a Company Employment Agreement, as defined in the Company’s Change in Control Severance Plan, effective January 1, 2021 (the “CIC Severance Plan”))Space Systems/Loral Performance Incentive Bonus and Program Performance Bonus.

Employee Matters. (a) Until From and after the first anniversary of Closing Date and until six (6)-months following the Effective TimeClosing Date, the Surviving Entity shall provideOpco Buyer shall, or shall cause the Company, to be providedprovide to each Employee not covered by a collective bargaining agreement, continued employment for those individuals who were employees of while he or she remains employed by the Company and the Company Subsidiaries immediately prior Company, to the Effective Time except as set forth on Section 6.6(a) of the Company Disclosure Schedule (the “Continuing Employees”) and shall provideextent applicable, or cause to be provided, each Continuing Employee with (i) a an annual base salary or base wages at an hourly wage rate, annual rate cash bonus opportunity, and health and welfare and 401(k) plan benefits that is no are not less favorable in the aggregate than the annual rate of the base salary or base wages provided hourly wage rate, annual cash bonus opportunity and health and welfare and 401(k) plan benefits made available to each such Continuing Employee immediately prior to the date Closing Date. Notwithstanding anything to the contrary contained herein, nothing in this Agreement shall preclude the OpCo Buyer or the Company from terminating the employment of this Agreementany employee at any time on or after the Closing. The OpCo Buyer shall, (ii) an annual bonus or shall cause the Company, to, continue to recognize the labor organization that represents any of its Employees and to honor and comply with the terms of any collective bargaining agreement or other cash-based incentive compensation target that is no less than the annual bonus and other cash-based incentive compensation target compensation provided agreement applicable to such Continuing Employee immediately prior Employees, but in each case only to the date extent listed in Section 3.16(a) of this Agreementthe Seller Disclosure Letter. The OpCo Buyer shall, or shall cause the Company to provide to each Employee who suffers a termination of employment during such the six (iii6) a long-term equity incentive compensation opportunity with a value that is not less than any long term equity incentive compensation provided to month period following the Closing Date under the circumstances establishing such Continuing Employee immediately prior Employee’s severance eligibility pursuant to the date Cincinnati Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of this Agreement, and (iv) employee benefits that are, in the good faith judgment of Parent, either (x) in the aggregate no less favorable than the employee benefits provided by the Company or the applicable Company Subsidiary to the Continuing Employees immediately prior to the date of this Agreement or and listed in Section 3.15(a) of the Sellers Disclosure Letter (y) substantially comparable to the employee benefits provided by Parent or the applicable Subsidiary to similarly situated employees of Parent or the applicable Subsidiary. Notwithstanding anything to the contraryeach, nothing herein shall be deemed to restrict the right of Parent or the Surviving Entity to terminate the employment of any such Continuing Employee for Cause (as defined in such Continuing Employee’s a “Company Employment Agreement, or, to the extent such Continuing Employee is not party to a Company Employment Agreement, as defined in the Company’s Change in Control Severance Plan, effective January 1, 2021 (the “CIC Severance Plan”)), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan.

Employee Matters. (a) Until the first anniversary For a period of twelve (12) months following the Effective Time, the Surviving Entity Buyer shall provide, or shall cause to be provided, continued employment for those individuals who were employees of the Company and the Company Subsidiaries immediately prior to the Effective Time except as set forth on Section 6.6(a) of the Company Disclosure Schedule (the “Continuing Employees”) and shall provide, or cause to be provided, each Continuing Employee with (i) a annual base salary or base wages at an annual rate and cash incentive compensation opportunities (excluding equity-based compensation and any retention, change of control, transaction or similar bonuses) that is no less than are substantially comparable in the aggregate to the annual rate of the base salary or base wages and cash incentive compensation opportunities (excluding equity-based compensation and any retention, change of control, transaction or similar bonuses) provided to such Continuing Employee immediately prior to the date of this Agreement, (ii) an annual bonus and other cash-based incentive compensation target that is no less than the annual bonus and other cash-based incentive compensation target compensation provided to such Continuing Employee immediately prior to the date of this Agreement, (iii) a long-term equity incentive compensation opportunity with a value that is not less than any long term equity incentive compensation provided to such Continuing Employee immediately prior to the date of this Agreement, and (iv) employee benefits that are, in the good faith judgment of Parent, either (x) in the aggregate no less favorable than the employee benefits provided by the Company or the applicable Company Subsidiary to the Continuing Employees immediately prior to the date of this Agreement or Effective Time, and (yii) substantially comparable benefits that are no less favorable than the benefits provided to Continuing Employees immediately prior to the Effective Time. For purposes of eligibility and vesting (but not benefit accrual) under the employee benefit plans of Buyer providing benefits provided by Parent to Continuing Employees (the “Buyer Plans”), Buyer shall credit each Continuing Employee with his or her years of services with the applicable Subsidiary to similarly situated employees of Parent or Company, the applicable Subsidiary. Notwithstanding anything Subsidiaries and any predecessor entities, to the contrarysame extent as such Continuing Employee was entitled immediately prior to the Closing to credit for such service under any similar Company Benefit Plan; provided, however, that nothing herein shall be deemed to restrict result in the right of Parent or the Surviving Entity to terminate the employment duplication of any benefits for the same period of service. Buyer shall use commercially reasonable efforts to ensure that its third-party insurance carriers do not deny Continuing Employees coverage on the basis of pre-existing conditions and shall credit such Continuing Employee Employees for Cause (as defined in such Continuing Employee’s Company Employment Agreement, or, to the extent such Continuing Employee is not party to a Company Employment Agreement, as defined any deductibles and out-of-pocket expenses paid in the Company’s Change year of initial participation in Control Severance the Buyer Plan, effective January 1, 2021 (the “CIC Severance Plan”)).

Employee Matters. (a) Until For a period beginning at the Effective Time and ending on the earliest of (such earliest period, the “Continuation Period”) (i) the first anniversary of the Effective Time, (ii) January 1, 2022 and (iii) the termination of employment of the relevant employee (provided, that, for the avoidance of doubt, such termination would not affect any severance protections otherwise required pursuant to this Section 5.08), Parent shall, and shall cause the Surviving Entity shall provideCorporation to, or cause provide to be provided, continued employment for those individuals who were the employees of the Company or any of its Subsidiaries immediately prior to, and who remain so employed immediately following, the Effective Time (each, a “Continuing Employee”) (A) annual base salary or base wages (as applicable) at least equal to the level that was provided to each such Continuing Employee as of immediately prior to the Effective Time, (B) target annual cash bonus opportunity or target cash commissions opportunity at least equal to the level of target annual cash bonus opportunity or target cash commissions opportunity that was provided to each such Continuing Employee as of immediately prior to the Effective Time, (C) severance and outplacement benefits to each Continuing Employee that are no less favorable than, and pursuant to the terms of, the Company’s severance and/or change in control plans or outplacement arrangements set forth on Section 5.08(a) of the Company Disclosure Letter (in each case, as in effect on, and in the form provided to Parent prior to, the date hereof, subject to any modifications permitted under Section 5.01(b)(vi) and the corresponding section of the Company Subsidiaries Disclosure Letter), and (D) employee benefit plans and arrangements (other than base salaries or base wages, bonus opportunities, severance benefits, defined benefit pension, nonqualified deferred compensation, retiree or post-termination health or welfare benefit, equity or equity based compensation, retention or change in control-related compensation or benefits, long-term incentive or nonqualified deferred compensation or employee stock purchase plans (collectively, the “Specified Arrangements”)) that are no less favorable in the aggregate than the employee benefit plans and arrangements (other than the Specified Arrangements) provided to Continuing Employees immediately prior to the Effective Time except as set forth under the Company Plans. Notwithstanding the foregoing, commencing on Section 6.6(a) January 1, 2021 through the remainder of the Company Disclosure Schedule Continuation Period, Parent may satisfy its obligations under this Section 5.08 by either providing the Continuing Employees with employee benefit plans and arrangements (other than the “Continuing Employees”Specified Arrangements) and shall provide, or cause to be provided, each Continuing Employee with (i) a base salary or base wages at an annual rate that is are no less than the annual rate of the base salary or base wages provided to such Continuing Employee immediately prior to the date of this Agreement, (ii) an annual bonus and other cash-based incentive compensation target that is no less than the annual bonus and other cash-based incentive compensation target compensation provided to such Continuing Employee immediately prior to the date of this Agreement, (iii) a long-term equity incentive compensation opportunity with a value that is not less than any long term equity incentive compensation provided to such Continuing Employee immediately prior to the date of this Agreement, and (iv) employee benefits that are, in the good faith judgment of Parent, either (x) favorable in the aggregate no less favorable than the employee benefits those provided by the Company or the applicable Company Subsidiary to the Continuing Employees immediately prior to the date of this Agreement or (y) substantially comparable to the employee benefits provided by Parent or the applicable Subsidiary to similarly situated employees of Parent or the applicable Subsidiary. Notwithstanding anything same as provided to Continuing Employees immediately prior to the contraryEffective Time under the Company Plans, nothing herein shall with such determination of the employee benefits hereunder to be deemed to restrict the right of made by Parent or the Surviving Entity to terminate the employment of any such Continuing Employee for Cause (as defined in such Continuing Employee’s Company Employment Agreement, or, to the extent such Continuing Employee is not party to a Company Employment Agreement, as defined in the Company’s Change in Control Severance Plan, effective January 1, 2021 (the “CIC Severance Plan”))good faith.

Employee Matters. (a) Until Immediately following the first anniversary of the Effective TimeClosing, the Surviving Entity Buyer shall, and shall providecause its Subsidiaries to, or cause provide to be provided, continued employment for those individuals who were employees of are employed by the Company and or the Company Subsidiaries immediately prior to the Effective Time except Closing (the “Company Employees”) (i) for a period of at least one (1) year following the Closing, (A) base compensation that is no less favorable to each Company Employee, than the base compensation provided to such Company Employee by the Company immediately prior to the Closing and (B) incentive compensation opportunities (exclusive of any equity-based compensation, including, without limitation, participation in the ESOP) that are no less favorable in the aggregate than the discretionary bonus payments received by Company Employees under the Company’s discretionary incentive compensation programs and arrangements in respect of the completed fiscal year immediately preceding the Closing; and (ii) for a period ending on December 31, 2020, retirement, welfare and other employee benefits that are substantially comparable in the aggregate to those provided by the Company to such Company Employees in the aggregate as of immediately prior to the Closing (excluding for all purposes of this Section 8.05(a) ESOP participation), provided that, in the event that any Company Employee voluntarily applies for and is selected for a position with Parent or one of its Subsidiaries (other than the Company or any Company Subsidiary) (each, a “New Employing Entity”) during the period ending on December 31, 2020, then such Company Employee shall instead be entitled to receive retirement, welfare and other employee benefits that are substantially comparable in the aggregate to those provided to similarly situated employees of the New Employing Entity. Notwithstanding anything herein to the contrary, the Buyer agrees to pay, or cause to be paid, to Company Employees annual cash incentive bonuses in respect of the fiscal year in which the Closing occurs in the ordinary course of the Company’s business consistent with past practice, upon the same timetable, and in an aggregate amount of all such bonuses of no less than the Company’s budgeted target amount for such bonuses in respect of such fiscal year, as set forth on Section 6.6(aSchedule 8.05(a) of the Company Disclosure Schedule Letter. Such compensation and employee benefits may be provided through the Buyer’s continuation of one or more of the Company Benefit Plans, through the admission of the Company Employees to any one or more employee benefit policies, plans or programs maintained by the Buyer or its Affiliates from time to time (each, a “Buyer Plan”), or through a combination of the foregoing alternatives, as determined in the Buyer’s sole and absolute discretion. Without limiting the foregoing, the Buyer agrees not to engage in any acts following the Closing that violate the federal Worker Adjustment and Retraining Notification Act of 1988 (“Continuing EmployeesWARN Act”) and shall provide, or cause to be provided, each Continuing Employee with (i) a base salary or base wages at an annual rate that is no less than the annual rate of the base salary or base wages provided to such Continuing Employee immediately prior to the date of this Agreement, (ii) an annual bonus and other cash-based incentive compensation target that is no less than the annual bonus and other cash-based incentive compensation target compensation provided to such Continuing Employee immediately prior to the date of this Agreement, (iii) a long-term equity incentive compensation opportunity with a value that is not less than may result in any long term equity incentive compensation provided to such Continuing Employee immediately prior to the date of this Agreement, and (iv) employee benefits that are, in the good faith judgment of Parent, either (x) in the aggregate no less favorable than the employee benefits provided by the Company or the applicable Company Subsidiary to the Continuing Employees immediately prior to the date of this Agreement or (y) substantially comparable to the employee benefits provided by Parent or the applicable Subsidiary to similarly situated employees of Parent or the applicable Subsidiary. Notwithstanding anything to the contrary, nothing herein shall be deemed to restrict the right of Parent or the Surviving Entity to terminate the employment of any such Continuing Employee for Cause (as defined in such Continuing Employee’s Company Employment Agreement, or, to the extent such Continuing Employee is not party to a Company Employment Agreement, as defined in the Company’s Change in Control Severance Plan, effective January 1, 2021 (the “CIC Severance Plan”))potential liability thereunder.

Employee Matters. (a) Until From the first Effective Time through the twelve (12) month anniversary of the Effective TimeTime (the “Continuation Period”), with the Surviving Entity exception of employees represented by any labor organization, Parent shall provide, or shall cause to be provided, continued employment for those individuals who were employees to each employee of the Company and its Subsidiaries (including the Surviving Corporation and its Subsidiaries) as of the Effective Time (each such employee not represented by a labor organization, a “Company Employee”), for so long as the Company Employee is employed by the Surviving Corporation or any of its Subsidiaries during the Continuation Period, (i) an annualized base salary or base wage rate, as applicable, and short-term and long-term incentive compensation opportunities (which, for the avoidance of doubt, shall take into account the value attributable to cash and equity based compensation opportunities for purposes of determining the Company Employee’s annual total direct compensation opportunity) that are no less favorable than the same provided to such Company Employee immediately prior to the Effective Time except as and (ii) employee benefits (excluding, for the avoidance of doubt, incentive compensation and retiree welfare benefits) that are no less favorable in the aggregate than the same provided to such Company Employee immediately prior to the Effective Time. Notwithstanding the foregoing, Parent shall provide, or shall cause to be provided, to each Company Employee whose employment terminates during the Continuation Period under circumstances set forth on Section 6.6(a5.11(a) of the Company Disclosure Schedule (the “Continuing Employees”) and shall provide, or cause to be provided, each Continuing Employee with (i) a base salary or base wages at an annual rate that is no less than the annual rate of the base salary or base wages provided to such Continuing Employee immediately prior to the date of this Agreement, (ii) an annual bonus and other cash-based incentive compensation target that is no less than the annual bonus and other cash-based incentive compensation target compensation provided to such Continuing Employee immediately prior to the date of this Agreement, (iii) a long-term equity incentive compensation opportunity with a value that is not less than any long term equity incentive compensation provided to such Continuing Employee immediately prior to the date of this Agreement, and (iv) employee severance benefits that are, in the good faith judgment of Parent, either (x) in the aggregate no less favorable than as set forth on Section 5.11(a) of the employee benefits provided Company Disclosure Schedule or, if more favorable, than as required by applicable local Law. With respect to employees of the Company or the applicable Company Subsidiary to the Continuing Employees immediately prior to the date of this Agreement or (y) substantially comparable to the employee benefits provided its Subsidiaries who are represented by a labor organization, Parent or the applicable Subsidiary to similarly situated employees of Parent or the applicable Subsidiary. Notwithstanding anything to the contrary, nothing herein shall be deemed to restrict the right of Parent or cause the Surviving Entity to terminate the employment of any such Continuing Employee for Cause (Corporation or its Subsidiaries, as defined in such Continuing Employee’s Company Employment Agreement, orapplicable, to the extent honor all existing collective bargaining agreements applicable to such Continuing Employee is not party employees as may remain in effect, and as may be modified from time to a Company Employment Agreement, as defined in the Company’s Change in Control Severance Plan, effective January 1, 2021 (the “CIC Severance Plan”))time.

Employee Matters. (a) Until the first anniversary of Parent agrees that, for a period commencing upon the Effective TimeTime and ending on December 31, 2017 (or, if shorter, during the period of employment), Parent shall, or it shall cause the Surviving Entity shall provideCompany and its Subsidiaries to, or cause to be provided, continued employment for those individuals who were employees (i) provide each employee of the Company and of each of the Company Subsidiaries as of the Effective Time (each a “Company Employee”) that remains an employee of Parent, the Company, the Surviving Company, or any of their respective Subsidiaries or Affiliates (each, a “Continuing Employee”), other than any Continuing Employee covered by a Collective Bargaining Agreement, with at least the same level of base salary or base hourly wage, if applicable, that was provided to each such Continuing Employee immediately prior to the Effective Time except as set forth on Section 6.6(aTime, (ii) of the Company Disclosure Schedule (the “Continuing Employees”) and shall provide, or cause to be provided, provide each Continuing Employee with (i) a base salary or base wages at an annual rate cash incentive compensation opportunity that is no less than the annual rate at least equal (including with respect to individual target bonus as a percentage of the base salary or base wages salary) to that provided to such Continuing Employee immediately prior to the date of this Agreement, (ii) an annual bonus Effective Time and other cash-based incentive compensation target that is no less than the annual bonus and other cash-based incentive compensation target compensation provided to such Continuing Employee immediately prior to the date of this Agreement, (iii) a long-term equity incentive compensation opportunity with a value that is not less than any long term equity incentive compensation provided to such provide the Continuing Employee immediately prior to the date of this Agreement, and (iv) with employee benefits (other than equity-based awards and defined benefit or non-qualified arrangements) that are, in the good faith judgment of Parent, either (x) are materially no less favorable in the aggregate no less favorable than the employee benefits (other than equity-based awards and defined benefit or non-qualified arrangements) provided by the Company or the applicable Company Subsidiary to the such Continuing Employees immediately prior to the date Effective Time. No later than February 5, 2017, the Company shall pay bonuses for the Company’s fiscal year ending December 31, 2016 pursuant to the Company’s annual incentive plan at the actual performance level during the applicable performance period excluding the effect of this Agreement accounting adjustments related to the Closing and expenses incurred in connection with the Transactions (but in no event less than 80% of target levels), including to (x) an employee whose employment is terminated (other than due to a Table of Contents termination for cause or a resignation) or (y) substantially comparable an individual that is party to a Change of Control Retention and Severance Agreement, who has a “Termination Upon a Change of Control”, in either case upon such termination. Parent shall, or shall cause the Surviving Company and its Subsidiaries to, honor in accordance with their terms all applicable Collective Bargaining Agreements as in effect immediately prior to the employee benefits provided by Parent or Effective Time, it being understood that the applicable Subsidiary to similarly situated employees of Parent or the applicable Subsidiary. Notwithstanding anything to the contrary, nothing herein foregoing shall be deemed to restrict not limit the right of Parent or and its Subsidiaries, including the Surviving Entity to terminate the employment of any such Continuing Employee for Cause (as defined in such Continuing Employee’s Company Employment Agreement, orCompany, to the extent such Continuing Employee is not party to a Company Employment Agreement, as defined amend or terminate any Collective Bargaining Agreement in the Company’s Change in Control Severance Plan, effective January 1, 2021 (the “CIC Severance Plan”))accordance with its terms.

Employee Matters. (a) Until the first anniversary For a period of one year following the Effective TimeTime (the “Continuation Period”), Parent shall provide or cause the Surviving Corporation to provide to each individual who is employed by the Company or any Company Subsidiary immediately prior to the Effective Time (each, a “Company Employee”), other than employees whose terms and conditions of employment are governed by a collective bargaining agreement, works council or other labor union agreement, the terms and conditions of which shall be honored by Parent and the Surviving Entity shall provideCorporation, or cause (i) salary and incentive opportunities that are each no less favorable (including any value attributable to be provided, continued employment for equity-based compensation) than those individuals who were employees of provided to such Company Employee by the Company and or the Company Subsidiaries immediately prior to the Effective Time except as set forth on Section 6.6(a) of the Company Disclosure Schedule (the “Continuing Employees”) and shall provide, or cause to be provided, each Continuing Employee with (i) a base salary or base wages at an annual rate that is no less than the annual rate of the base salary or base wages provided to such Continuing Employee immediately prior to the date of this AgreementTime, (ii) an annual bonus and other cash-based incentive compensation target that is no less than the annual bonus and other cash-based incentive compensation target compensation provided to such Continuing Employee immediately prior to the date of this Agreement, (iii) a long-term equity incentive compensation opportunity with a value that is not less than any long term equity incentive compensation provided to such Continuing Employee immediately prior to the date of this Agreement, and (iv) employee severance benefits that are, in the good faith judgment of Parent, either (x) in the aggregate are no less favorable than the employee benefits those provided to such Company Employee by the Company or the applicable Company Subsidiary Subsidiaries (A) as in effect at the date hereof and disclosed to Parent prior to the Continuing Employees date hereof or (B) established or amended after the date hereof in compliance with this Agreement and (iii) other employee benefits that are substantially comparable in the aggregate to those provided to such Company Employee by the Company or the Company Subsidiaries immediately prior to the date Effective Time. In addition, and without limiting the generality of this Agreement the foregoing, each Company Employee, other than employees whose terms and conditions of employment are governed by a collective bargaining agreement, works council or other labor union agreement, shall be immediately eligible to participate, without any waiting time (y) substantially comparable subject to meeting any service-based waiting time after giving effect to the employee benefits provided by Parent or the applicable Subsidiary to similarly situated employees provisions of Parent or the applicable Subsidiary. Notwithstanding anything to the contrarySection 5.05(c)), nothing herein shall be deemed to restrict the right in any and all plans of Parent or Parent, the Surviving Entity to terminate the employment of any such Continuing Employee for Cause Corporation or their respective affiliates (as defined in such Continuing Employee’s Company Employment Agreement, or, “Surviving Corporation Plans”) to the extent coverage under any such Continuing plan replaces coverage under a comparable benefit plan in which such Company Employee is not party participates immediately prior to a Company Employment Agreement, as defined in the Company’s Change in Control Severance Plan, effective January 1, 2021 (the “CIC Severance Plan”))Effective Time.

Employee Matters. (a) Until For the first anniversary of twelve months immediately following the Effective TimeClosing Date (the “Continuation Period”), the Surviving Entity shall providePurchaser shall, or shall cause to be provided, continued employment for those individuals who were employees of the Company and the Company Subsidiaries immediately prior or Purchaser’s other affiliates to, provide to the Effective Time except as set forth on Section 6.6(a) of each Employee who continues employment with the Company Disclosure Schedule and the Subsidiaries after the Closing Date (such Employees, the “Continuing Employees”) and shall provide, or cause to be provided, each Continuing Employee with (i) a base salary or base wages at an and incentive compensation opportunities (both annual rate and long-term) that is are no less favorable in the aggregate than the annual rate of the base salary or base wages and incentive compensation opportunities (both annual and long-term) applicable to such Continuing Employee immediately prior to the Closing (with long-term incentive opportunities being based on performance goals relating to the Company and the Subsidiaries), (ii) employee benefits (other than defined benefit pension and retiree medical benefits) that are no less favorable in the aggregate than those provided to such Continuing Employee immediately prior to the date Closing and (iii) in the case of this Agreementeach such Continuing Employee whose employment is terminated by Purchaser and its affiliates (including, (iiafter the Closing, the Company and the Subsidiaries) an annual bonus prior to the last day of the Continuation Period, severance benefits and other cash-based incentive compensation target payments that is are no less favorable in the aggregate than the annual bonus severance benefits and other cash-based incentive compensation target compensation payments that would have been provided to such Continuing Employee under the applicable severance policy or practice of the Company and the Subsidiaries immediately prior to the date Closing. Subject to the limitations under Section 5.01(a) of this Agreement, (iii) a long-term equity incentive compensation opportunity with a value that is not less than any long term equity incentive compensation provided nothing in this Agreement shall be construed as altering or limiting the rights of the Company and the Subsidiaries to such Continuing Employee immediately prior to the date of this Agreement, and (iv) employee benefits that are, in the good faith judgment of Parent, either (x) in the aggregate no less favorable than the employee benefits provided by the Company or the applicable Company Subsidiary to the Continuing Employees immediately prior to the date of this Agreement or (y) substantially comparable to the employee benefits provided by Parent or the applicable Subsidiary to similarly situated employees of Parent or the applicable Subsidiary. Notwithstanding anything to the contrary, nothing herein shall be deemed to restrict the right of Parent or the Surviving Entity to terminate the employment of any such Continuing Employee for Cause Employee, (as defined in such Continuing Employee’s Company Employment Agreementy) amend, ormodify or terminate any compensation or employee benefit plan, program, agreement or arrangement, subject to the extent terms of such Continuing Employee is not party plan, program, agreement or arrangement or as necessary to a Company Employment Agreementcomply with Applicable Laws or (z) except as expressly set forth herein, change the terms or conditions of employment of any Employee. Except as defined contemplated under Sections 5.06(g) and 5.06(h), the active participation of the Participants in the Company’s Change compensation and benefit plans, programs and arrangements of Parent and its affiliates (other than a Stand-Alone Benefit Plan) shall terminate effective as of the Closing, and from and after the Closing, none of Purchaser or its affiliates (including, after the Closing, the Company and the Subsidiaries) shall have any Liability under or in Control Severance Planrespect of (and Purchaser and its affiliates (including, effective January 1after the Closing, 2021 the Company and the Subsidiaries) shall be indemnified and held harmless by Parent with respect to) such compensation and benefit plans, programs and arrangements of the Parent and its affiliates. From and after the Closing, none of Parent or any of its affiliates shall have any Liability under or in respect of (and Parent and its affiliates shall be indemnified and held harmless with respect to) the “CIC Severance Plan”))Stand-Alone Benefit Plans.

Employee Matters. (a) Until For a period of twelve months following the first anniversary Closing Date (or for such longer period as required by applicable Law), Purchaser shall, or shall cause its Affiliates to, provide to each Employee of the Effective Time, the Surviving Entity shall provide, or cause to be provided, continued employment for those individuals Business who were employees is employed by any Group Company as of the Company and the Company Subsidiaries immediately prior to the Effective Time except as set forth on Section 6.6(a) Closing Date (each such Employee of the Company Disclosure Schedule (the Business, a “Continuing EmployeesEmployee”) and shall provide), or cause to be provided, each Continuing Employee with (ii)(A) a base salary or base wages at an annual rate that is wages, variable pay and short and long-term incentive compensation opportunities (including equity-based compensation opportunities), in each case, no less than favorable than, and (B) other employee benefits that are no less favorable in the annual rate aggregate than, in the case of the base salary or base wages each of clauses (A) and (B), those provided to such Continuing Employee immediately prior to the date of this Agreement, Closing Date and (ii) an any other terms and conditions of employment required by applicable Law. Notwithstanding the foregoing, Purchaser shall not be required to grant annual bonus and other cashequity-based incentive compensation target or to provide any particular benefit; provided, that Purchaser provide cash compensation (or other benefits) (x) in lieu of equity-based compensation or (y) in order to provide comparable value in lieu of particular benefits. For twelve months following the Closing Date, Purchaser shall provide each Continuing Employee with (A) a position that is no less than comparable to the annual bonus and other cash-based incentive compensation target compensation provided to such type of position held by the applicable Continuing Employee immediately prior to the date Closing Date, at a geographic location that is within 20 miles of this Agreementsuch Continuing Employee’s place of work immediately prior to the Closing Date; provided that, notwithstanding the foregoing, a Continuing Employee’s position and/or geographic location may be modified by the Purchaser or its Affiliates in connection with the execution of the manufacturing initiative as outlined in Section 5.06(a) of the Seller Disclosure Letter, and (B) employment terms that are (I) comparable in the aggregate to the terms of the applicable Continuing Employee’s employment with Seller immediately prior to the Closing Date, (iiiII) a long-term equity incentive compensation opportunity sufficient to avoid statutory, common law or other severance obligations and to avoid severance and similar obligations under any applicable severance benefit plan, program, policy, agreement or arrangement and (III) otherwise comply with a value applicable Law and Purchaser’s covenants set forth in this Section 5.06. In addition, Purchaser shall, or shall cause its Affiliates to, provide to each Continuing Employee, whose employment is terminated by Purchaser or any of its Affiliates prior to the first anniversary of the Closing Date, severance and termination benefits that is are not less favorable than any long term equity incentive compensation provided would have been applicable to such Continuing Employee under the relevant severance and termination benefit plans, programs, policies, agreements or arrangements of any Group Company as in effect as of immediately prior to the date of this AgreementClosing, and (iv) employee benefits that are, in the good faith judgment of Parent, either (x) in the aggregate no less favorable than the employee benefits provided by the Company or the applicable Company Subsidiary to the Continuing Employees immediately prior to the date of this Agreement or (y) substantially comparable to the employee benefits provided by Parent or the applicable Subsidiary to similarly situated employees of Parent or the applicable Subsidiary. Notwithstanding anything to the contrary, nothing herein shall be deemed to restrict the right of Parent or the Surviving Entity to terminate the employment of any such Continuing Employee for Cause (as defined in taking into account such Continuing Employee’s Company Employment service with Seller and its Affiliates (including any Group Company) and any of their respective predecessors prior to the Closing Date, as well as service with Purchaser and its Affiliates following the Closing Date. In addition, in the case of any former Employee of the Business who is receiving severance pay or benefits as of the Closing, except in the case of severance to a Continuing Employee triggered automatically upon the Closing or as a result of the Pre-Closing Reorganization, the Group Companies shall remain responsible for such pay and benefits from and after the Closing, and Purchaser shall, or shall cause its Affiliates to, continue to provide such pay and benefits for the applicable remaining severance period. Except as provided in the Transition Services Agreement, oreffective as of the Closing, to the extent such each Continuing Employee is not party shall cease to a Company Employment Agreement, participate in any Benefit Plan (other than any Assumed Benefit Plan) as defined in the Company’s Change in Control Severance Plan, effective January 1, 2021 (the “CIC Severance Plan”))an active employee.

Employee Matters. (a) Until For a one year period following the first anniversary Closing Date (or until the date of termination of employment of the Effective Timerelevant Continuing Employee, if sooner), the Surviving Entity Buyer shall provide, or cause to be provided, continued employment for those individuals to each Company Employee who were employees of continues to be employed immediately after the Company and the Company Subsidiaries immediately prior to the Effective Time except as set forth on Section 6.6(a) of the Company Disclosure Schedule Closing (the each such employee, a “Continuing EmployeesEmployee”) and shall providethe following, or cause to be provided, in each Continuing Employee with case as applicable: (i) a base salary or base wages at an annual rate hourly wage rate, as applicable, that is no less than the annual rate of the base salary or base wages wage rate, as applicable, as provided to such Continuing Employee immediately prior to the date of this Agreement, Closing Date; (ii) an a target annual cash bonus and other cash-based incentive compensation target opportunity that is no less than the target annual cash bonus and other cash-based incentive compensation target compensation opportunity that was provided to such Continuing Employee immediately prior to the date of this Agreement, Closing Date; and (iii) a employee benefits (excluding short- and long-term incentive opportunities, equity incentive compensation opportunity with a value and equity-based compensation, severance, nonqualified deferred compensation, defined benefit pension and post-employment welfare benefits (collectively, “Excluded Benefits”)) that is not less are either substantially comparable in the aggregate to the employee benefits (other than any long term equity incentive compensation Excluded Benefits) provided to such Continuing Employee immediately prior to the date as of this Agreement, and (iv) employee benefits that are, in the good faith judgment of Parent, either (x) in the aggregate no less favorable than the employee benefits provided by the Company or the applicable Company Subsidiary to the Continuing Employees immediately prior to the date of this Agreement or (y) substantially comparable no less favorable individually or in the aggregate to the employee benefits provided by Parent offered to similarly-situated or equivalent-level/grade employees of the Buyer or its Affiliates. Notwithstanding the foregoing, the Buyer shall, and shall cause its Affiliates (including, after the Closing, the Buyer and its Subsidiaries) to honor the terms of any contractual severance compensation with respect to any Continuing Employees under the applicable Subsidiary Company Benefit Plan set forth on the Section 3.13(a) of the Company Disclosure Letter and to similarly situated employees of Parent comply with any severance compensation or the benefit obligations that arise under applicable Subsidiary. Notwithstanding anything to the contrary, nothing herein shall be deemed to restrict the right of Parent or the Surviving Entity to terminate the employment of any such Continuing Employee for Cause (as defined in such Continuing Employee’s Company Employment Agreement, or, to the extent such Continuing Employee is not party to a Company Employment Agreement, as defined in the Company’s Change in Control Severance Plan, effective January 1, 2021 (the “CIC Severance Plan”))Law.

Employee Matters. (a) Until For a period of at least 12 months following the first anniversary of Closing Date (the Effective Time“Continuation Period”), Parent shall, or shall cause its Subsidiaries (including the Surviving Entity shall provideCorporation) to, or cause to be provided, continued employment for those individuals provide each individual who were employees is an employee of the Company and the or a Company Subsidiaries Subsidiary immediately prior to the Effective Time except as set forth on Section 6.6(a) of the (each, a “Company Disclosure Schedule (the “Continuing EmployeesEmployee”) and shall provide, or cause to be provided, each Continuing Employee with (i) a base salary or base wages at an annual rate hourly wage rate, as applicable, that is no less than the annual rate of the base salary or base wages provided to such Continuing Employee hourly wage rate as in effect immediately prior to the date of this AgreementClosing, (ii) an annual bonus and other cash-based target cash incentive compensation opportunities, other than cash sales commission or incentive plans, that taken as a whole are no less favorable than the target cash incentive compensation opportunities as in effect immediately prior to the Closing, (iii) severance payments and benefits that is are no less than the annual bonus severance payments and other cash-based incentive compensation target compensation provided to such Continuing Employee immediately prior to benefits set forth in Section 5.11(a) of the date of this Agreement, (iii) a long-term equity incentive compensation opportunity with a value that is not less than any long term equity incentive compensation provided to such Continuing Employee immediately prior to the date of this Agreement, Company Disclosure Letter and (iv) employee benefits that are(other than severance, equity-based benefits, defined benefits pursuant to qualified and nonqualified retirement plans, retiree medical benefits and other retiree health and welfare arrangements) that, in the good faith judgment of Parentaggregate, either (x) in the aggregate are no less favorable than the greater of (A) the employee benefits (other than severance and incentive compensation opportunities) provided by the Company or the applicable Company Subsidiary to the Continuing Employees immediately prior to the date of this Agreement or Closing and (yB) substantially comparable to the employee benefits (other than severance and incentive compensation opportunities, equity-based benefits, defined benefits pursuant to qualified and nonqualified retirement plans, retiree medical benefits and other retiree health and welfare arrangements) provided by Parent or the applicable Subsidiary and its Subsidiaries to similarly situated employees of under the Parent or the applicable SubsidiaryPlans (as defined below). Notwithstanding anything in this Agreement to the contrary, nothing herein neither Parent nor any of its Subsidiaries (including the Surviving Corporation) shall be deemed obligated to restrict the right of Parent or the Surviving Entity continue to terminate the employment of employ any such Continuing Company Employee for Cause (as defined in such Continuing Employee’s Company Employment Agreementany specific period of time following the Closing Date, or, subject to the extent such Continuing Employee is not party to a Company Employment Agreement, as defined in the Company’s Change in Control Severance Plan, effective January 1, 2021 (the “CIC Severance Plan”))applicable Law.

Employee Matters. (a) Until Subject to the first anniversary terms of Section 2.4(d) and this Section 5.7(a), for a period of twelve (12) months following the Effective Time, the Surviving Entity shall provideParent shall, or shall cause a Subsidiary of Parent to, provide to be provided, continued employment for those individuals who were employees each employee of the Company and the Company Subsidiaries Acquired Companies who is employed immediately prior to the Effective Time except as set forth on Section 6.6(a) of the Company Disclosure Schedule (the each, a “Continuing EmployeesEmployee”) and shall provide), or cause to be provided, each for so long as such Continuing Employee with remains in the employment of Parent and its Subsidiaries, (i) a base salary or base wages at an wage rate and target annual rate bonuses that is are in the aggregate, no less favorable than the annual rate of the base salary or base wages wage rate and target annual bonuses (excluding any specific performance-based goals, equity or equity-based compensation, retention, change of control, transaction or similar bonuses, severance and nonqualified deferred compensation) being provided by the Company or its Subsidiaries to such Continuing Employee immediately prior to the date Effective Time; provided, that for any annual bonus programs that provide for payment in the form of this AgreementCompany Common Stock or equity-based awards (“Equity Bonus Programs”), such Equity Bonus Programs shall continue for the length of the current performance period, and, at the end of such period Parent shall have the option to terminate such Equity Bonus Program after paying out all amounts owed to participants, (ii) an annual bonus and other cash-based incentive compensation target that is no less than the annual bonus and other cash-based incentive compensation target compensation provided to such Continuing Employee immediately prior to the date of this Agreement, (iii) a long-term equity incentive compensation opportunity with a value that is not less than any long term equity incentive compensation provided to such Continuing Employee immediately prior to the date of this Agreement, and (iv) employee benefits that are, are in the good faith judgment of Parentaggregate, either substantially comparable to the benefits (xexcluding any defined benefit pension plans, equity based compensation, change in control, retention, or retiree medical benefits) in the aggregate no less favorable than the employee benefits being provided by the Company or the applicable Company Subsidiary its Subsidiaries to the Continuing Employees immediately prior to the date of this Agreement or Effective Time, and (yiii) substantially comparable severance benefits that are no less favorable than those in effect with respect to the employee benefits provided by Parent or the applicable Subsidiary to similarly situated employees of Parent or the applicable Subsidiary. Notwithstanding anything to the contrary, nothing herein shall be deemed to restrict the right of Parent or the Surviving Entity to terminate the employment of any such Continuing Employee for Cause (as defined in such Continuing Employee’s of the date hereof and as are set forth on Section 5.7(a) of the Company Employment Agreement, or, to the extent such Continuing Employee is not party to a Company Employment Agreement, as defined in the Company’s Change in Control Severance Plan, effective January 1, 2021 (the “CIC Severance Plan”))Disclosure Letter.

Employee Matters. (a) Until New Charter shall provide, or shall cause to be provided, to each employee of the Company and its Subsidiaries who continues to be em- ployed by New Charter or its Subsidiaries (including, for the avoidance of doubt the New Char- ter and its Subsidiaries) immediately following the Effective Time (each, a “Continuing Em- ployee”), other than any Continuing Employee included in a collective bargaining unit during the Continuation Period (each, a “Represented Employee”), with, to the extent employed by New Charter or its Subsidiaries, (i) during the period beginning at the Effective Time and ending on the first anniversary of the Effective Time, the Surviving Entity shall provide, or cause to be provided, continued employment for those individuals who were employees of the Company and the Company Subsidiaries immediately prior to the Effective Time except as set forth on Section 6.6(a) of the Company Disclosure Schedule (the “Continuing EmployeesContinuation Period”) ), base pay and shall provideannual cash bonus opportunities, or cause to be providedas applicable, each Continuing Employee with (i) a base salary or base wages at an annual rate that is are no less favorable in the aggregate than the annual rate of the base salary or base wages provided to each such Continuing Employee immediately prior to the date of this AgreementClosing Date, (ii) an annual bonus during the Contin- uation Period, commission and other cash-based cash incentive compensation target opportunities that is are no less favorable than the annual bonus and other cash-based incentive compensation target compensation either those provided to each such Continuing Employee immediately prior to the date Closing Date or those provided to similarly situated employees of this AgreementNew Charter or its Subsidiaries following the Closing Date, and (iii) a long-term equity incentive compensation opportunity with a value until December 31, 2016, employee benefits that is not are no less favorable in the aggregate than any long term equity incentive compensation provided to each such Continuing Employee immediately prior to the date Closing Date; provided, that, for purposes of this Agreementdetermining whether such pay, opportunities and (iv) employee benefits that are, in the good faith judgment of Parent, either (x) in the aggregate are no less favorable than in the employee benefits provided aggregate, long-term cash incentive compensation, equity compensa- tion, defined benefit pension plan benefits, severance, retention (including, for the avoidance of doubt, any supplemental cash bonus opportunity paid or payable in connection with the transac- tions contemplated by the Company or the applicable Company Subsidiary to the Continuing Employees immediately prior to the date of this Agreement or (y) substantially comparable to the employee benefits provided by Parent or the applicable Subsidiary to similarly situated employees of Parent or the applicable Subsidiary. Notwithstanding anything to the contrary, nothing herein shall be deemed to restrict the right of Parent or the Surviving Entity to terminate the employment of any such Continuing Employee for Cause (as defined in such Continuing Employee’s Company Employment Agreement, or, to the extent such Continuing Employee is not party to a Company Employment Agreement, as defined in the Company’s Change terminated merger agreement with Comcast Corporation), sale, stay, or change in Control Severance Plancontrol payments or awards or any similar com- pensation or benefit, effective January 1shall not be taken into account. With respect to Represented Employees, 2021 (New Charter shall retain, or shall cause to be retained, any and all of the “CIC Severance Plan”))rights and obligations it may have pursuant to Applicable Law.

Employee Matters. (a) Until For a period of 12 months following the first anniversary Closing Date, Parent shall provide, or shall cause its applicable Affiliates (including, after the Closing, the Surviving Company and its Subsidiaries) to provide, to each person who is an employee of the Company or its Subsidiaries immediately prior to the Effective Time and who continues to be so employed immediately after the Effective Time (each, a “Continuing Employee”), (i) a base salary or base wage rate, as applicable, target annual or short-term cash incentive opportunities and severance and termination benefits that are, in each case, no less favorable than the base salary or base wage rate, as applicable, target annual or short-term cash incentive opportunities and severance and termination benefits provided to such Continuing Employee immediately prior to the Effective Time, and (ii) other employee benefits that are, taken as a whole, no less favorable than either (A) the Surviving Entity employee benefits that were provided to such Continuing Employee immediately prior to the Effective Time or (B) those provided to similarly situated employees of Parent or its Affiliates and (iv) with respect to any Continuing Employee outside of the United States, any other material terms and conditions of employment as were provided to such Continuing Employee immediately prior to the Effective Time; provided that, the term “other material terms and conditions” is limited to practices that, if changed or eliminated, would give rise to a claim for monetary damages or severance, redundancy or separation benefits under applicable Law. Notwithstanding the foregoing, for all purposes of this Section 6.9(a), (x) defined benefit pension benefits, retiree medical and other post-termination medical and welfare benefits, equity-based compensation and benefits, deferred compensation, retention, change in control, transaction and similar non-recurring bonuses or arrangements shall be excluded and (y) if, with respect to any Continuing Employee outside of the United States, greater compensation or benefits are required to be provided under applicable Law, Parent shall provide, or cause to be provided, continued employment for those individuals who were employees of the Company and the Company Subsidiaries immediately prior to the Effective Time except as set forth on Section 6.6(a) of the Company Disclosure Schedule such applicable greater compensation or benefits (the “Continuing Employees”) and shall provide, or cause to be provided, each Continuing Employee with (i) a base salary or base wages at an annual rate that is no less than the annual rate of the base salary or base wages provided to such Continuing Employee immediately prior to the date of this Agreement, (ii) an annual bonus and other cash-based incentive compensation target that is no less than the annual bonus and other cash-based incentive compensation target compensation provided to such Continuing Employee immediately prior to the date of this Agreement, (iii) a long-term equity incentive compensation opportunity with a value that is not less than any long term equity incentive compensation provided to such Continuing Employee immediately prior to the date of this Agreement, and (iv) employee benefits that are, in the good faith judgment of Parent, either (x) in the aggregate no less favorable than the employee benefits provided by the Company or the applicable Company Subsidiary to the Continuing Employees immediately prior to the date of this Agreement or (y) substantially comparable to the employee benefits provided by Parent or the applicable Subsidiary to similarly situated employees of Parent or the applicable Subsidiary. Notwithstanding anything to the contrary, nothing herein shall be deemed to restrict the right of Parent or the Surviving Entity to terminate the employment of any such Continuing Employee for Cause (as defined in such Continuing Employee’s Company Employment Agreement, or, to the extent such Continuing Employee is not party to a Company Employment Agreement, as defined in the Company’s Change in Control Severance Plan, effective January 1, 2021 (the “CIC Severance Plan”)required).

Employee Matters. (a) Until the first anniversary of the Effective Time, the Surviving Entity shall provide, or cause With respect to be provided, continued employment for those individuals who were employees of the Company or its Subsidiaries immediately before the Effective Time (each, a “Company Employee”), for a period of twelve (12) months following the Closing (or, if earlier, the termination of the applicable Company Employee’s employment with Parent, Intermediate Merger Subsidiary, the Surviving Corporation, and their Affiliates), Parent and Intermediate Merger Subsidiary shall, or shall cause the Surviving Corporation to, for so long as a Company Employee is employed or engaged by Parent, Intermediate Merger Subsidiary, the Surviving Corporation, or any of their Affiliates, provide (i) base salary or wage rate and target total incentive compensation (short-term and long-term, including such items as gainsharing) opportunity no less favorable in the aggregate and (ii) employee benefits no less favorable in the aggregate, (iii) employee allowances no less favorable in the aggregate (e.g. housing, commuting, car, etc.), in each case for clauses (i), (ii) and (iii), than the compensation, benefits, and allowances provided to the Company Subsidiaries Employee immediately prior to the Effective Time except as set forth on Section 6.6(a) of the Company Disclosure Schedule (the “Continuing Employees”) and shall provideTime. Parent shall, or shall cause the Surviving Corporation to, pay to any Company Employee any earned but unpaid 2021 annual bonus for such Company Employee if (x) such Company Employee ceases to be providedemployed by the Company, each Continuing Employee with (i) a base salary the Surviving Corporation, or base wages at an annual rate that is no less than one of their respective Affiliates after the annual rate of the base salary or base wages provided to such Continuing Employee immediately Closing Date and prior to the date of this Agreement, (ii) an that 2021 annual bonus and other cash-based incentive compensation target that is no less than bonuses are paid by the annual bonus and other cash-based incentive compensation target compensation provided Surviving Corporation to such Continuing Employee immediately prior to the date of this Agreement, (iii) a long-term equity incentive compensation opportunity with a value that is not less than any long term equity incentive compensation provided to such Continuing Employee immediately prior to the date of this AgreementCompany Employees generally, and (ivy) employee benefits that are, in such termination of the good faith judgment Company Employee’s employment was the result of Parent, either (x) in a termination of employment by the aggregate no less favorable than the employee benefits provided Surviving Corporation without cause or by the Company or the applicable Company Subsidiary to the Continuing Employees immediately prior to the date of this Agreement or (y) substantially comparable to the employee benefits provided by Parent or the applicable Subsidiary to similarly situated employees of Parent or the applicable Subsidiary. Notwithstanding anything to the contrary, nothing herein shall be deemed to restrict the right of Parent or the Surviving Entity to terminate the employment of any such Continuing Employee for Cause (as defined in such Continuing Employee’s Company Employment Agreement, or, good reason to the extent such Continuing the Company Employee is not party subject to an plan, program and/or agreement providing severance on a good reason termination (with “good reason,” as to any such Company Employment AgreementEmployee, as defined having the meaning given to such term in the Company’s Change in Control Severance Plan, effective January 1, 2021 (applicable Employee Plan providing severance protections to the “CIC Severance Plan”)Company Employee).

Employee Matters. (a) Until For a period of one (1) year following the first anniversary of the Effective TimeMerger Closing Date, the Surviving Entity Parent shall provide, provide or cause to be provided, continued employment for those individuals who were employees provided to each employee of the Company and the Company any of its Subsidiaries immediately prior who continues to be employed after the Effective Time except as set forth on Section 6.6(a) with Parent or any of the Company Disclosure Schedule its Subsidiaries (collectively, the “Continuing Employees”) and shall provide, or cause to be provided, each Continuing Employee with (i) a the same base salary or base wages at an hourly wage rate, as applicable, as provided to each such Continuing Employee immediately prior to the Merger Closing Date, (ii) a target annual rate cash bonus opportunity that is no less favorable than the target annual rate of the base salary or base wages cash bonus opportunity provided to such Continuing Employee immediately prior to the date of this AgreementMerger Closing Date, (iiiii) an annual bonus equity and other cashlong-based term incentive compensation target that is opportunity no less favorable than the annual bonus equity and other cashlong-based term incentive compensation target compensation opportunity provided to such Continuing Employee immediately prior to the date of this Agreement, Merger Closing Date (iii) a excluding any one-off or non-recurring equity or long-term equity incentive compensation opportunity with a value program or award), (iv) severance benefits no less favorable than the greater of (A) the severance benefits that is not less than any long term equity incentive compensation would have been provided to such Continuing Employee immediately prior to the date of this Agreement, Merger Closing Date and (ivB) employee the severance benefits that are, in the good faith judgment of Parent, either (x) in the aggregate no less favorable than the employee benefits provided by the Company or the applicable Company Subsidiary to the Continuing Employees immediately prior to the date of this Agreement or (y) substantially comparable to the employee benefits provided by Parent or the applicable Subsidiary to maintained for similarly situated employees of Parent or at the applicable Subsidiary. Notwithstanding anything to the contrary, nothing herein shall be deemed to restrict the right time of Parent or the Surviving Entity to terminate the employment of any such Continuing Employee for Cause (as defined in such Continuing Employee’s Company Employment Agreementtermination of employment, orand (v) employee benefits that are substantially comparable in the aggregate to employee benefits (excluding base salary or wage rates, annual cash bonus opportunities, equity and any one-time or non-recurring payments or benefits, defined benefit plans and retiree medical benefits) provided to the extent such Continuing Employee is not party as of immediately prior to the Merger Closing Date or to a Company Employment Agreementsimilarly-situated employee of Parent, as defined determined in the CompanyParent’s Change in Control Severance Plan, effective January 1, 2021 (the “CIC Severance Plan”)).discretion. 41

Employee Matters. (ai) Until From and after the first anniversary Effective Time, Parent shall cause the Surviving Corporation to honor all Company Benefit Plans and compensation arrangements and agreements in accordance with their terms as in effect immediately before the Effective Time; provided, however, that, subject to the last two sentences of this Section 5.5(b)(i), nothing herein shall limit the right of Parent to amend or terminate such Company Benefit Plans. From the Closing Date through March 31, 2007, except as required by Law, Parent shall provide, or shall cause to be provided, to each current and former employee of the Company and its Subsidiaries (the "COMPANY EMPLOYEES") compensation and benefits (excluding for this purpose any retention or severance payments or benefits), pursuant to welfare, compensation and employee benefits plans, programs and arrangements, that are no less favorable, in the aggregate, it being acknowledged and agreed that in determining such with respect to employees who participate in the Company's equity participation plan following the Effective Time, the Surviving Entity compensation and benefits under such equity participation plan and such person's prior participation under the Company's bonus plan shall provide, or cause both be excluded from a determination that the compensation and benefits provided to be provided, continued employment for those individuals who were employees of the Company and the Company Subsidiaries immediately prior to such person after the Effective Time is no less favorable in the aggregate, than the compensation and benefits provided to Company Employees immediately before the Effective Time. For one year from the Closing Date, except as set forth required by Law, Parent shall honor, fulfill and discharge the Company's and its Subsidiaries' obligations under, the severance and/or retention plans listed on Section 6.6(a5.5(b)(i) of the Company Disclosure Schedule (the “Continuing Employees”) and shall provide, without any amendment or cause to be provided, each Continuing Employee with (i) a base salary or base wages at an annual rate change that is no less than the annual rate of the base salary or base wages provided to such Continuing Employee immediately prior adverse to the date of this AgreementCompany Employees. During the period specified above, (ii) an annual bonus and other cash-based incentive compensation target that is no less than severance benefits offered to Company Employees shall be determined without taking into account any reduction after the annual bonus and other cash-based incentive compensation target compensation provided to such Continuing Employee immediately prior to the date of this Agreement, (iii) a long-term equity incentive compensation opportunity with a value that is not less than any long term equity incentive compensation provided to such Continuing Employee immediately prior to the date of this Agreement, and (iv) employee benefits that are, Effective Time in the good faith judgment of Parent, either (x) in the aggregate no less favorable than the employee benefits provided by the compensation paid to Company or the applicable Company Subsidiary Employees and used to the Continuing Employees immediately prior to the date of this Agreement or (y) substantially comparable to the employee benefits provided by Parent or the applicable Subsidiary to similarly situated employees of Parent or the applicable Subsidiary. Notwithstanding anything to the contrary, nothing herein shall be deemed to restrict the right of Parent or the Surviving Entity to terminate the employment of any such Continuing Employee for Cause (as defined in such Continuing Employee’s Company Employment Agreement, or, to the extent such Continuing Employee is not party to a Company Employment Agreement, as defined in the Company’s Change in Control Severance Plan, effective January 1, 2021 (the “CIC Severance Plan”))determine severance benefits.

Employee Matters. (a) Until For a period of not less than 12 months after the first anniversary Closing Date, Parent shall ensure that Greystar or its applicable Affiliate provides to each employee of the Effective Time, the Surviving Entity shall provide, Company or cause to be provided, continued employment for those individuals who were employees any of the Company and Subsidiaries who continues employment with Parent, the REIT Surviving Entity, the Partnership Surviving Entity, any other Company Subsidiaries immediately prior to Subsidiary or Greystar or one of its Affiliates following the REIT Merger Effective Time except as set forth (including, upon their return to active employment, employees who are not actively at work on Section 6.6(a) account of the Company Disclosure Schedule (the illness, disability or leave of absence, each, a “Continuing EmployeesEmployee”) and shall provide, or cause to be provided, each Continuing Employee with (i) a base salary or base wages hourly rate, as applicable, at an annual a rate that is no less favorable than the annual rate of the base salary or base wages hourly rate provided to such Continuing Employee immediately prior to the date of this AgreementREIT Merger Effective Time, (ii) an annual target cash bonus and other cash-based incentive compensation target opportunity or commission opportunity, as applicable, that is no less favorable than the annual target cash bonus and other cash-based incentive compensation target compensation opportunity or commission opportunity, as applicable, provided to such Continuing Employee immediately prior to the date of this AgreementREIT Merger Effective Time, (iii) a longequity-term equity incentive based compensation opportunity with a value that is not no less favorable than any long term equity-based compensation provided to similarly situated employees of Greystar or its applicable Affiliate, (iv) severance benefits on the terms and conditions of the severance policy of Company or applicable agreement (as set forth on Section 7.14(a)(iv) of the Company Disclosure Letter), and (v) other employee benefits (including paid-time off and health insurance, but excluding equity incentive compensation or equity-based incentives, stay, transaction, change in control or retention bonuses or similar amounts) that are substantially comparable, in the aggregate, to the employee benefits provided to such Continuing Employee immediately prior to the date REIT Merger Effective Time. Parent shall provide to each employee of this AgreementCompany, and Company OP or any other Company Subsidiary who is not a Continuing Employee (ivas determined by Parent in its sole discretion) employee benefits that are(each, a “Non-Continuing Employee”) with severance pay in an amount equal to one times such Non-Continuing Employee’s annual base salary (determined as of the Closing Date) in accordance with the severance policy of Company or, if greater, as set forth in the good faith judgment applicable agreement (as set forth on Section 7.14(a)(iv) of Parent, either (x) in the aggregate no less favorable than Company Disclosure Letter). To the extent that the termination of employment of any employee benefits provided by of the Company or the applicable any Company Subsidiary who is a Non-Continuing Employee results in or contributes to the Continuing Employees immediately prior to the date existence of this Agreement or (y) substantially comparable to the employee benefits provided by a qualifying event under any WARN Act, Parent or the applicable Subsidiary to similarly situated employees of Parent or the applicable Subsidiary. Notwithstanding anything to the contrary, nothing herein shall be deemed to restrict the right of Parent or the Surviving Entity to terminate the employment of any responsible for all notice and payment requirements under such Continuing Employee for Cause (as defined in such Continuing Employee’s Company Employment Agreement, or, to the extent such Continuing Employee is not party to a Company Employment Agreement, as defined in the Company’s Change in Control Severance Plan, effective January 1, 2021 (the “CIC Severance Plan”))WARN Act.

Employee Matters. (a) Until During the first period commencing at the Effective Time and ending on the two (2) year anniversary of the Effective TimeTime (the “Continuation Period”), Parent shall, and shall cause the Surviving Entity shall provideCorporation to, or cause to be provided, continued employment for those individuals provide each individual who were employees of is employed by the Company and the or a Company Subsidiaries Subsidiary immediately prior to the Effective Time except as set forth on Section 6.6(a) and who remains employed thereafter by the Surviving Corporation, Parent or any of the their Subsidiaries (each, a “Company Disclosure Schedule (the “Continuing EmployeesEmployee”) who is not covered by a Company Union Contract and shall provide, or cause to be provided, each Continuing who remains a Company Employee with (i) a base salary or base wages at an annual wage rate that is no less favorable than the annual rate of the base salary or base wages that provided to such Continuing the Company Employee immediately prior to the date of this AgreementEffective Time, (ii) an annual bonus and other cash-based aggregate incentive compensation target opportunities that is no less than are substantially comparable, in the annual bonus and other cash-based incentive compensation target compensation aggregate, to those provided to such Continuing the Company Employee immediately prior to the date of this Agreement, Effective Time and (iii) a long-term equity incentive compensation opportunity with a value employee benefits that is not less than any long term equity incentive compensation are substantially comparable, in the aggregate, to those provided to such Continuing the Company Employee immediately prior to the date of this AgreementEffective Time. During the Continuation Period, Parent shall, and (iv) employee shall cause the Surviving Corporation to, provide each Company Employee who experiences a termination of employment with the Surviving Corporation, Parent or any of their Subsidiaries severance benefits that are, in the good faith judgment of Parent, either (x) in the aggregate are no less favorable than those set forth in Section 6.10(a)(1) of the Company Disclosure Letter. During the three-year period following the Continuation Period, Parent shall, or shall cause the Surviving Corporation to, treat Company Employees with respect to the payment of base salary or wage rate, incentive compensation opportunities, employee benefits provided by and severance benefits no less favorably in the aggregate than similarly situated employees of the Parent and its Subsidiaries. Prior to the third anniversary of the Closing Date, Parent shall not, and shall cause the Surviving Corporation to not, terminate or amend in any manner that is materially adverse to the participants therein, any of the Company Benefit Plans listed on Section 6.10(a)(2) of the Company Disclosure Letter. During the three-year period following the third anniversary of the Closing Date, subject to Section 6.10(d)(ii), Parent shall, or shall cause the Surviving Corporation to, treat retirees of the Company and its Subsidiaries with respect to the provision of post-retirement welfare benefits no less favorably than similarly situated retirees of the Parent and its Subsidiaries. Except as provided on Section 6.10(a)(3) of the Company Disclosure Letter, as soon as practicable following the end of the fiscal year in which the Effective Time occurs, Parent shall, or shall cause the Surviving Corporation to, pay each Company Employee who remains employed with the Surviving Corporation, Parent or any of their Subsidiaries through the applicable payment date an annual cash bonus for such fiscal year in an amount determined based on the level of attainment of the applicable performance criteria under the bonus plan in which such Company Subsidiary to the Continuing Employees Employee participated as of immediately prior to the date of this Agreement or (y) substantially comparable to the employee benefits provided by Parent or the applicable Subsidiary to similarly situated employees of Parent or the applicable Subsidiary. Notwithstanding anything to the contrary, nothing herein shall be deemed to restrict the right of Parent or the Surviving Entity to terminate the employment of any such Continuing Employee for Cause (as defined in such Continuing Employee’s Company Employment Agreement, or, to the extent such Continuing Employee is not party to a Company Employment Agreement, as defined in the Company’s Change in Control Severance Plan, effective January 1, 2021 (the “CIC Severance Plan”))Effective Time.

Employee Matters. (a) Until For a period of one year following the first anniversary of the Effective TimeClosing Date, Parent shall, or shall cause its Subsidiaries (including the Surviving Entity shall provideCorporation) to, maintain for employees who continue in the employ of Parent or cause to be provided, continued employment for those individuals who were employees any of its Subsidiaries (including the Company and Surviving Corporation) following the Company Subsidiaries immediately prior to the Effective Time except as set forth on Section 6.6(a) of the Company Disclosure Schedule Closing Date (the “Continuing Employees”) and shall provide, or cause to be provided, each Continuing Employee with (i) a base salary or base wages at an annual wage rate that is no less than the annual rate of the base salary or base wages provided to such Continuing Employee immediately prior to the date of this Agreement, (ii) an annual bonus and other cash-based incentive compensation target that is no less than the annual bonus and other cash-based incentive compensation target compensation provided to such Continuing Employee immediately prior to the date of this Agreement, (iii) a long-term equity incentive compensation opportunity with a value that is not less than any long term equity incentive compensation provided to such Continuing Employee immediately prior to the date of this Agreement, and (iv) employee benefits that are, in the good faith judgment of Parent, either (x) in the aggregate no less favorable than the employee benefits those provided by the Company or the applicable Company Subsidiary to the Continuing Employees immediately prior to the date of this Agreement or Closing, (yii) substantially comparable to annual cash incentive compensation that is no less favorable than the employee benefits cash incentive opportunities provided by Parent or the applicable Subsidiary to similarly situated employees of Parent or and its Affiliates (excluding the applicable Subsidiary. Notwithstanding anything Continuing Employees), and (ii) (A) through December 31, 2016, welfare benefits that are no less favorable than the compensation and benefits provided to the contraryContinuing Employees immediately prior to the Closing, nothing herein and (B) after December 31, 2016, welfare benefits that are substantially comparable to the other compensation and benefits provided to similarly situated employees of Parent and its Affiliates (excluding the Continuing Employees), but excluding equity compensation. This Section 5.4 shall be deemed to restrict not limit the right obligation of Parent or any of its Subsidiaries (including the Surviving Entity Corporation) to maintain any compensation arrangement or benefit plan that, pursuant to an existing contract or applicable law, must be maintained for a period longer than one year. 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 such Continuing Employee for Cause (as defined in such Continuing Employee’s Company Employment Agreement, or, to the extent provided that any such Continuing Employee termination is not party to a Company Employment Agreement, as defined effected in the Company’s Change in Control Severance Plan, effective January 1, 2021 (the “CIC Severance Plan”))accordance with applicable law.

Employee Matters. (a) Until For a period beginning at the Effective Time and ending on the earlier of (i) the first anniversary of the Effective TimeTime and (ii) the termination of employment of the relevant Continuing Employee (as defined below), Parent shall, or shall cause the Surviving Entity shall provideCorporation to, or cause provide to be provided, continued employment for those individuals who were the employees of the Company immediately prior to, and who remain so employed immediately following, the Company Subsidiaries Effective Time (each, a “Continuing Employee”) (i) on an individual basis, an annual base salary or base wage rate (as applicable) and a target annual cash bonus opportunity or target cash commissions opportunity that are no less favorable, in the aggregate, than the annual base salary or base wage rate (as applicable) and target annual cash bonus opportunity or target cash commissions opportunity in effect immediately prior to the Effective Time except as under the Company Plans, (ii) on an individual basis, cash severance benefits to each Continuing Employee that are no less favorable in the aggregate than, and pursuant to the terms of, the Company’s severance plans in effect on the date hereof and set forth on Section 6.6(a5.08(a) of the Company Disclosure Schedule (Letter, provided, that, for clarity, individuals who are subject to individual employment agreements as of the “Continuing Employees”date hereof that are set forth on Section 3.17(a)(ix) of the Company Disclosure Letter and provide for severance benefits greater than the severance benefits provided pursuant to the Company’s severance plans shall provide, or cause continue to be provided, each Continuing Employee with (i) a base salary or base wages at an annual rate that is no less than the annual rate of the base salary or base wages provided subject to and eligible for severance benefits pursuant to such Continuing Employee immediately prior to agreements as in effect on the date of this Agreementhereof, (ii) an annual bonus and other cash-based incentive compensation target that is no less than the annual bonus and other cash-based incentive compensation target compensation provided to such Continuing Employee immediately prior to the date of this Agreement, (iii) on a longgroup basis, employee benefit plans and arrangements (other than base salaries or base wages, bonus opportunities, severance benefits, defined benefit pension, nonqualified deferred compensation, retiree or post-term termination health or welfare benefit, equity incentive or equity based compensation opportunity with a value and retention or change in control-related compensation or benefits (collectively, the “Specified Arrangements”)) that is not are no less than any long term equity incentive compensation provided to such Continuing Employee immediately prior to the date of this Agreement, and (iv) employee benefits that are, in the good faith judgment of Parent, either (x) favorable in the aggregate no less favorable than the employee benefits benefit plans and arrangements (other than the Specified Arrangements) provided by the Company or the applicable Company Subsidiary to the Continuing Employees immediately prior to the date Effective Time under the Company Plans, with the determination of this Agreement or (y) substantially comparable to the employee benefits provided under this clause (iii) to be made by Parent or from time to time, based on Parent’s evaluation of the applicable Subsidiary to similarly situated employees nature and scope of Parent or the applicable Subsidiary. Notwithstanding anything to the contrary, nothing herein shall be deemed to restrict the right of Parent or the Surviving Entity to terminate the employment of any such Continuing Employee for Cause (as defined in such Continuing Employee’s Company Employment Agreementduties, orprincipal location where those duties are performed, to the extent such Continuing Employee is not party to a Company Employment Agreementgrade level, as defined in the Company’s Change in Control Severance Planand performance, effective January 1, 2021 (the “CIC Severance Plan”))among other things.

Employee Matters. (a) Until During the first anniversary twelve (12)-month period beginning on the Closing Date (or such shorter period of employment as the Effective Timecase may be), the Surviving Entity shall providePurchaser shall, or shall cause to be providedan Affiliate to, continued employment for those individuals provide each employee who were employees of is actively employed by the Company and the Company Subsidiaries immediately prior to the Effective Time except as set forth on Section 6.6(a) of the Company Disclosure Schedule Closing (the each, a “Continuing EmployeesEmployee”) and shall provide, or cause to be provided, each Continuing Employee with (i) a annual base salary or base wages at an annual rate that hourly wage rate, as applicable, and target cash incentive compensation (excluding all Employee Retention Awards) that, in the aggregate, is no less favorable than the annual rate of the base salary or base wages provided to such hourly wage rate, as applicable, and target cash incentive compensation, in the aggregate, as in effect for the Continuing Employee immediately prior to the date of this AgreementClosing, and (ii) an annual bonus other compensation (excluding equity compensation and all Employee Retention Awards) and employee benefits that are substantially comparable in the aggregate to the other cash-based incentive compensation target that is no less than (excluding equity compensation and all Employee Retention Awards) and employee benefits as in effect for the annual bonus and other cash-based incentive compensation target compensation provided to such Continuing Employee immediately prior to the date Closing; provided, however, the Purchaser shall not be obligated to provide any benefit to any Continuing Employee to the extent that the Purchaser does not, as of the Closing, provide any comparable benefit to its employees and, provided, further, however that the provisions of this Agreement, (iiiSection 5.10(a) a long-term equity incentive compensation opportunity with a value that is shall not less than apply to any long term equity incentive compensation provided to such Continuing Employee who is a Seller. With respect to the annual base salary or base hourly wage rate, as applicable, to be provided under clause (i) in this Section 5.10(a), during the twelve (12)-month period beginning on the Closing Date (or such shorter period of employment as the case may be), neither Purchaser nor any of its Affiliates shall reduce the annual base salary or base hourly wage rate, as applicable, from that provided by the Company immediately prior to the date of this Agreement, and Closing (iv) employee benefits that are, except in the good faith judgment event of Parent, either (x) a change in the aggregate no less favorable than the employee benefits provided by the Company or the applicable Company Subsidiary to the Continuing Employees immediately prior to the date of this Agreement or (y) substantially comparable to the employee benefits provided by Parent or the applicable Subsidiary to similarly situated employees of Parent or the applicable Subsidiary. Notwithstanding anything to the contrary, nothing herein shall be deemed to restrict the right of Parent or the Surviving Entity to terminate the employment of any such Continuing Employee for Cause (as defined full-time status resulting in such a reduction in a Continuing Employee’s Company Employment Agreement, or, to the extent such Continuing Employee is not party to a Company Employment Agreement, as defined in the Company’s Change in Control Severance Plan, effective January 1, 2021 (the “CIC Severance Plan”)working hours).

Employee Matters. (a) Until the first anniversary For a period of at least twelve (12) months following the Effective Time, Parent shall cause the Surviving Entity shall Corporation to provide, or cause to be provided, continued employment for those individuals who were employees each employee of the Company and its Subsidiaries who continues to be employed by the Company Subsidiaries or the Surviving Corporation or any subsidiary or Affiliate thereof (each a “Company Employee” and collectively, the “Company Employees”) (i) a salary or wage (including location premiums), that is no less favorable than the salary or wage (including location premiums) that was provided to such Company Employee immediately prior to the Effective Time except as set forth on Section 6.6(a) of the Company Disclosure Schedule (the “Continuing Employees”) Time, and shall provide, or cause to be provided, each Continuing Employee with (i) a base salary or base wages at an annual rate that is no less than the annual rate of the base salary or base wages provided to such Continuing Employee immediately prior to the date of this Agreement, (ii) an welfare and retirement benefits and annual bonus and other cash-based cash incentive compensation target opportunities that is are no less than the annual bonus and other cash-based incentive compensation target compensation provided to such Continuing Employee immediately prior to the date of this Agreement, (iii) a long-term equity incentive compensation opportunity with a value that is not less than any long term equity incentive compensation provided to such Continuing Employee immediately prior to the date of this Agreement, and (iv) employee benefits that arefavorable, in the good faith judgment of Parentaggregate, either (x) in the aggregate no less favorable than the employee welfare and retirement benefits and annual cash incentive compensation opportunities provided by the Company or the applicable Company Subsidiary to the Continuing Employees immediately prior to the date of this Agreement or (y) substantially comparable to the employee benefits provided by Parent or the applicable Subsidiary to similarly situated employees of Parent or its Subsidiaries. At the applicable Subsidiary. Notwithstanding anything same time as annual long-term incentive awards are next granted following the Closing to the contrary, nothing herein shall be deemed to restrict the right similarly situated employees of Parent or its Subsidiaries generally, Parent agrees to grant to each Company Employee who is then employed with Parent or any of its Subsidiaries, and who was eligible to receive long-term incentive awards under the Surviving Entity plans and policies of the Company prior to terminate the employment Closing, a long-term incentive award with a grant date value equal to 150% of any the value of the full, non-prorated long-term incentive award for 2021 such Continuing Covered Employee for Cause (as defined would have otherwise received from the Company, which grant shall be in such Continuing Employeeform(s) and on such terms and conditions as are no less favorable than the 2021 long-term incentive awards granted by Parent to Parent’s Company Employment Agreement, or, to the extent such Continuing Employee is not party to a Company Employment Agreement, as defined in the Company’s Change in Control Severance Plan, effective January 1, 2021 (the “CIC Severance Plan”))and its Subsidiaries’) other similarly situated employees.

Employee Matters. (a) Until For a period commencing at the first Effective Time and ending on the one year anniversary of the Effective Time, the Surviving Entity FIBK shall provide, or cause to be provided, continued employment for those individuals to each individual who were employees is employed by GWB or any of the Company and the Company its Subsidiaries as of immediately prior to the Effective Time except as set forth on Section 6.6(aand who continues to be actively employed by the Surviving Entity (or any affiliate thereof) of the Company Disclosure Schedule during such period (the a “Continuing EmployeesEmployee”) and shall provide), or cause to be provided, each Continuing Employee with (i) a base salary or base wages at an annual wage rate that is no less than the annual rate of the base salary or base wages provided to wage rate in effect for such Continuing Employee as of immediately prior to the date of this AgreementEffective Time, (ii) an annual bonus and other cashshort-based term incentive compensation target that is no less than the annual bonus and other cash-based incentive compensation target compensation provided to such Continuing Employee immediately prior to the date of this Agreementopportunities, (iii) a long-term equity incentive compensation opportunity with a value that is not less than any long term equity incentive opportunities and other compensation provided to such Continuing Employee immediately prior to the date and employee benefits (in each case of clause (i) and (ii) of this AgreementSection 6.6(a), excluding defined benefit pension, retiree medical, change in control and (ivseverance benefits) employee benefits that arethat, in the good faith judgment of Parenteach case, either (x) in the aggregate are no less favorable than the employee benefits those provided by the Company or the applicable Company Subsidiary to the Continuing Employees immediately prior to the date of this Agreement or (y) substantially comparable to the employee benefits provided by Parent or the applicable Subsidiary to similarly situated employees of Parent FIBK and its Subsidiaries, and (iii) to any Continuing Employee who experiences an involuntary termination of employment without cause (or other severance-qualifying termination) during such period, severance benefits pursuant to FIBK’s severance policy (the terms of which are described in Section 6.6(a) of the FIBK Disclosure Schedule), and which shall apply to Continuing Employees in a manner no less favorable than as applicable Subsidiaryto similarly situated employees of FIBK and its Subsidiaries. Notwithstanding anything Nothing in this Section 6.6(a) is intended to limit FIBK or any of its Subsidiaries from taking or continuing to take reasonable actions in response to the contraryCOVID-19 related stresses on FIBK after the Closing Date, nothing herein including reductions in force, furloughs, temporary layoffs, or reduced hours, pay or benefits; provided that no such actions shall be deemed disproportionately adversely affect the Continuing Employees when compared to restrict the right of Parent or the Surviving Entity to terminate the employment of any such Continuing Employee for Cause (as defined in such Continuing Employee’s Company Employment Agreement, or, to the extent such Continuing Employee is not party to a Company Employment Agreement, as defined in the Company’s Change in Control Severance Plan, effective January 1, 2021 (the “CIC Severance Plan”))similarly situated FIBK employees.

Employee Matters. (a) Until For a period commencing on the first applicable Closing and ending on the one (1)-year anniversary of the Effective Timeapplicable Closing Date (or until the termination of the relevant Business Employee if sooner), the Surviving Entity shall provideBuyer shall, or shall cause to be providedthe Acquired Companies to, continued employment for those individuals who were employees of provide any Business Employee on the Company and the Company Subsidiaries immediately prior to the Effective Time except as set forth on Section 6.6(a) of the Company Disclosure Schedule (the “Continuing Employees”) and shall provide, or cause to be provided, each Continuing Employee applicable Closing Date with (i) a base salary or base wages at an annual wage rate that is no less than the annual rate of the base salary or base wages provided wage rate as in effect with respect to such Continuing Business Employee immediately prior to the date of this Agreement, (ii) an annual bonus and other cash-based incentive compensation target that is no less than the annual bonus and other cash-based incentive compensation target compensation provided to such Continuing Employee immediately prior to the date of this Agreement, (iii) a long-term equity incentive compensation opportunity with a value that is not less than any long term equity incentive compensation provided to such Continuing Employee immediately prior to the date of this Agreementapplicable Closing, and (ivii) employee benefits that are, in the good faith judgment of Parentaggregate, either (x) in the aggregate no less favorable than those provided to such Business Employees under the employee benefits provided by the Company or the applicable Company Subsidiary to the Continuing Employees Benefit Plans immediately prior to the date of this Agreement applicable Closing (excluding severance benefits, any long-term incentive awards, nonqualified deferred compensation plans or (y) substantially comparable to the employee benefits provided by Parent or the applicable Subsidiary to similarly situated employees of Parent or the applicable Subsidiarycollege tuition-related programs). Notwithstanding anything herein to the contrary, nothing herein Buyer shall be deemed to restrict responsible for severance payable (if any) for the right of Parent or the Surviving Entity to terminate the employment termination of any Business Employee on the applicable Closing Date or thereafter. Except as otherwise set forth in this Section 6.10 or as may be specifically required by this Agreement or by applicable Law, Buyer shall not be obligated to continue to provide any particular type of employee benefits or compensation to any Business Employee. For purposes of this Section 6.10, the applicable Closing Date for any Business Employee shall be the applicable Closing Date on which the Acquired Company by whom such Continuing Employee for Cause (as defined in such Continuing Employee’s Company Employment Agreement, or, to the extent such Continuing Business Employee is then employed is sold to Buyer. With respect to each Benefit Plan that is not party to a an Acquired Company Employment Agreement, as defined in the Company’s Change in Control Severance Plan, effective January 1Parent will retain all responsibility, 2021 (obligations and liability with respect to, or in any way related to, such Benefit Plan, and Buyer will not, and, from and after the “CIC Severance applicable Closing, the Acquired Companies will not, have any responsibility, obligations or liability with respect to, or in any way related to, such Benefit Plan”)).

Employee Matters. (a) Until the first anniversary For a period of twelve (12) months following the Effective Time, Parent shall provide or cause the Surviving Entity shall provide, or cause Corporation to be provided, continued employment for those individuals provide to each individual who were employees of the is a Company and the Company Subsidiaries Employee immediately prior to the Effective Time except as set forth on Section 6.6(a) of and continues to be employed immediately following the Company Disclosure Schedule Effective Time by Parent or the Surviving Corporation or any Subsidiary thereof (the each, a “Continuing EmployeesEmployee”) and shall provide), or cause to be provided, each Continuing Employee with (i) a base salary or base wages at an annual wage rate and short-term cash incentive compensation opportunities (excluding any value attributable to equity-based compensation) that is are no less favorable in the aggregate than the annual rate of the base salary or base wages those provided to such Continuing Employee immediately prior to the date of this AgreementEffective Time, (ii) an annual bonus and other cash-based incentive compensation target severance benefits that is are no less favorable than the annual bonus and other cash-based incentive compensation target compensation those provided to such Continuing Employee immediately prior to as in effect at the date hereof and disclosed on Section 4.17(a) of this Agreement, the Company Disclosure Schedule and (iii) a longother material employee benefits (excluding any value attributable to any equity or equity-term equity based, change in control, retention, transaction or similar incentive opportunities, or defined benefit pension, nonqualified deferred compensation opportunity with a value or retiree or post-termination health or welfare benefits), that is not less than any long term equity incentive compensation are substantially comparable in the aggregate to those provided to such Continuing Company Employee immediately prior to the date of this Agreement, and (iv) employee benefits that are, in the good faith judgment of Parent, either (x) in the aggregate no less favorable than the employee benefits provided by the Company or the applicable Company Subsidiary to the Continuing Employees immediately prior to the date Effective Time under the Employee Plans set forth on Section 4.17(a) of this Agreement the Company Disclosure Schedule. In addition, and without limiting the generality of the foregoing, each Continuing Employee shall be immediately eligible to participate, without any waiting time, in any and all plans of Parent, the Surviving Corporation or their respective affiliates (y“Surviving Corporation Plans”) substantially comparable to the employee benefits provided by Parent or the applicable Subsidiary to similarly situated employees of Parent or the applicable Subsidiary. Notwithstanding anything to the contrary, nothing herein shall be deemed to restrict the right of Parent or the Surviving Entity to terminate the employment of extent coverage under any such plan replaces coverage under a comparable benefit plan in which such Continuing Employee for Cause (as defined in such Continuing Employee’s Company Employment Agreement, or, participates immediately prior to the extent such Continuing Employee is not party to a Company Employment Agreement, as defined in the Company’s Change in Control Severance Plan, effective January 1, 2021 (the “CIC Severance Plan”))Effective Time.

Employee Matters. (a) Until For a period commencing at the Effective Time and ending on the first anniversary of the Effective TimeClosing Date, the Surviving Entity UMB shall provide, or cause to be provided, continued employment for those individuals to each individual who were employees is employed by HTLF or any of the Company and the Company its Subsidiaries as of immediately prior to the Effective Time except as set forth on Section 6.6(aand who continues to be actively employed by the Surviving Corporation (or any affiliate thereof) of the Company Disclosure Schedule during such period (the a “Continuing EmployeesEmployee”) and shall provide), or cause to be provided, each Continuing Employee with (i) a base salary or base wages at an annual wage rate that is no less than the annual rate of the base salary or base wages provided to wage rate in effect for such Continuing Employee as of immediately prior to the date of this AgreementEffective Time, (ii) an annual bonus and other cashshort-based term incentive compensation opportunities and long-term incentive compensation opportunities that, when combined with the Continuing Employee’s base salary or base wage rate, provide total target that is direct compensation no less favorable in the aggregate than the annual bonus and other cash-based incentive compensation target compensation that provided to such Continuing Employee immediately prior to the date similarly situated employees of this AgreementUMB and its Subsidiaries, (iii) a long-term equity incentive other compensation opportunity with a value and employee benefits (in each case of clause ‎(i), ‎(ii) and ‎(iii) of this ‎Section 6.06(a), excluding defined benefit pension, retiree medical, change in control and severance benefits) that is not are no less favorable in the aggregate than any long term equity incentive the other compensation and benefits (excluding defined benefit pension, retiree medical, change in control and severance benefits) provided to such Continuing Employee immediately prior to the date similarly situated employees of this AgreementUMB and its Subsidiaries, and (iv) employee to any Continuing Employee who experiences an involuntary termination of employment without cause (or other severance-qualifying termination) during such period, severance benefits that are, in pursuant to the good faith judgment greater of Parent, either (x) the HTLF Benefit Plan applicable to such Continuing Employee as of immediately prior to the Effective Time (which HTLF Benefit Plans are set forth in ‎Section 6.06 of the aggregate HTLF Disclosure Schedule) and (y) UMB’s severance policy (which is set forth on ‎Section 6.06(a) of the UMB Disclosure Schedule), and which shall apply to Continuing Employees in a manner no less favorable than the employee benefits provided by the Company or the as applicable Company Subsidiary to the Continuing Employees immediately prior to the date of this Agreement or (y) substantially comparable to the employee benefits provided by Parent or the applicable Subsidiary to similarly situated employees of Parent or the applicable Subsidiary. Notwithstanding anything to the contrary, nothing herein shall be deemed to restrict the right of Parent or the Surviving Entity to terminate the employment of any such Continuing Employee for Cause (as defined in such Continuing Employee’s Company Employment Agreement, or, to the extent such Continuing Employee is not party to a Company Employment Agreement, as defined in the Company’s Change in Control Severance Plan, effective January 1, 2021 (the “CIC Severance Plan”))UMB and its Subsidiaries.

Employee Matters. (a) Until Subject to the first anniversary terms of Section 2.4(d) and this Section 5.7(a), for a period of twelve (12) months following the Effective Time, the Surviving Entity shall provideParent shall, or shall cause a Subsidiary of Parent to, provide to be provided, continued employment for those individuals who were employees each employee of the Company and the Company Subsidiaries Acquired Companies who is employed immediately prior to the Effective Time except as set forth on Section 6.6(a) of the Company Disclosure Schedule (the each, a “Continuing EmployeesEmployee”) and shall provide), or cause to be provided, each for so long as such Continuing Employee with remains in the employment of Parent and its Subsidiaries, (i) a base salary or base wages at an wage rate and target annual rate bonuses that is are in the aggregate, no less favorable than the annual rate of the base salary or base wages wage rate and target annual bonuses (excluding any specific performance-based goals, equity or equity-based compensation, retention, change of control, transaction or similar bonuses, severance and nonqualified deferred compensation) being provided by the Company or its Subsidiaries to such Continuing Employee immediately prior to the date Effective Time; provided, that for any annual bonus programs that provide for payment in the form of this AgreementCompany Common Stock or equity-based awards (“Equity Bonus Programs”), such Equity Bonus Programs shall continue for the length of the current performance period, and, at the end of such period Parent shall have the option to terminate such Equity Bonus Program after paying out all amounts owed to participants, (ii) an annual bonus and other cash-based incentive compensation target that is no less than the annual bonus and other cash-based incentive compensation target compensation provided to such Continuing Employee immediately prior to the date of this Agreement, (iii) a long-term equity incentive compensation opportunity with a value that is not less than any long term equity incentive compensation provided to such Continuing Employee immediately prior to the date of this Agreement, and (iv) employee benefits that are, are in the good faith judgment of Parentaggregate, either substantially comparable to the benefits (xexcluding any defined benefit pension plans, equity based compensation, change in control, retention, or retiree medical benefits) in the aggregate no less favorable than the employee benefits being provided by the Company or the applicable Company Subsidiary its Subsidiaries to the Continuing Employees immediately prior to the date of this Agreement or Effective Time, and (yiii) substantially comparable severance benefits that are no less favorable than those in effect with respect to the employee benefits provided by Parent or the applicable Subsidiary to similarly situated employees of Parent or the applicable Subsidiary. Notwithstanding anything to the contrary, nothing herein shall be deemed to restrict the right of Parent or the Surviving Entity to terminate the employment of any such Continuing Employee for Cause (as defined in such Continuing Employee’s of the date hereof and as are set forth on Section 5.7(a) of the Company Employment Agreement, or, to the extent such Continuing Employee is not party to a Company Employment Agreement, as defined in the Company’s Change in Control Severance Plan, effective January 1, 2021 (the “CIC Severance Plan”)).Disclosure Letter. 68

Employee Matters. (a) Until the first anniversary of the Effective Time, the Surviving Entity shall provideBuyer shall, or shall cause to be provided, continued employment for those individuals who were employees of its Affiliates (including following the Closing the Company and its Subsidiaries) to, provide each Company Employee (including any Company Employee who is not actively working on the Closing Date as a result of an approved leave of absence), for a period of no less than 12 months after the Closing Date, with (i) an annual base salary (or in case of an hourly employee, a base hourly wage rate), overtime pay and cash-based bonus and incentive opportunities (excluding any equity-based compensation) that are no less favorable in the aggregate than those provided to such Company Subsidiaries Employee under the Employee Benefit Plans immediately prior to the Effective Time except Closing Date (provided that all applicable Employee Benefit Plans are made available to Buyer prior to the Closing Date), (ii) employee benefits under plans, programs and arrangements which will provide benefits to such Company Employee that are substantially comparable, in the aggregate, to the benefits provided by the Company under the Employee Benefit Plans (disregarding benefits under any retention bonus or equity-based compensation plans, policies or programs), in each case, as of immediately prior to the Closing Date under the Employee Benefit Plans, and (iii) severance pay and benefits that are no less favorable than the severance pay and benefits in effect immediately prior to the Closing Date for any termination without cause, reduction in force, job elimination, or job location transfer by more than 35 miles, as set forth on Section 6.6(a6.11(a)(i) of the Company Disclosure Schedule (Schedules. For the “Continuing Employees”) and avoidance of doubt, nothing in this Section 6.11 shall provideprevent the Buyer, or cause to be provided, each Continuing Employee with (i) a base salary or base wages at an annual rate that is no less than the annual rate of the base salary or base wages provided to such Continuing Employee immediately prior to the date of this Agreement, (ii) an annual bonus and other cash-based incentive compensation target that is no less than the annual bonus and other cash-based incentive compensation target compensation provided to such Continuing Employee immediately prior to the date of this Agreement, (iii) a long-term equity incentive compensation opportunity with a value that is not less than any long term equity incentive compensation provided to such Continuing Employee immediately prior to the date of this Agreement, and (iv) employee benefits that are, in the good faith judgment of Parent, either (x) in the aggregate no less favorable than the employee benefits provided by the Company or any of its Subsidiaries from hiring or terminating any Company Employee after the applicable Company Subsidiary to the Continuing Employees immediately prior to the date of this Agreement or (y) substantially comparable to the employee benefits provided by Parent or the applicable Subsidiary to similarly situated employees of Parent or the applicable Subsidiary. Notwithstanding anything to the contrary, nothing herein shall be deemed to restrict the right of Parent or the Surviving Entity to terminate the employment of any such Continuing Employee for Cause (as defined in such Continuing Employee’s Company Employment Agreement, or, to the extent such Continuing Employee is not party to a Company Employment Agreement, as defined in the Company’s Change in Control Severance Plan, effective January 1, 2021 (the “CIC Severance Plan”))Closing Date.

Employee Matters. (a) Until the first anniversary date that is twelve (12) months following the Closing Date, (or, if earlier, the date of the Effective Timeapplicable employee’s termination of employment with Parent or one of its Subsidiaries), the Surviving Entity Parent shall provide, or cause to be provided, continued employment for those individuals each individual who were employees of the Company and the Company Subsidiaries was employed immediately prior to the Effective Time except as set forth on Section 6.6(a) of Closing by the Company Disclosure Schedule or a Subsidiary thereof (the a “Continuing EmployeesCompany Employee”) and shall providewho remains employed by Parent or any of its Subsidiaries (including the Surviving Corporation, or cause LLC Sub and their respective Subsidiaries) to be provided, each Continuing Employee provided with (i) a base salary or base wages at an annual rate wages, as applicable, that is are no less favorable than the annual rate of the base salary or base wages those provided to such Continuing Company Employee immediately prior to the date of this Agreement, Closing Date; (ii) an a total annual bonus and other cash-based cash incentive compensation target opportunity that is no less favorable than the annual bonus and other cash-based incentive compensation target compensation that provided to such Continuing Company Employee immediately prior to the date of this Agreement, Closing Date; (iii) a equity compensation or long-term equity cash incentive compensation opportunity with a value opportunity, as applicable, that is not less than any long term equity incentive compensation substantially comparable to that provided to such Continuing Company Employee immediately prior to the date Closing Date, provided that the amount of this Agreementsuch equity compensation or long-term cash incentive compensation opportunity, as applicable, may be adjusted to avoid duplication that otherwise may arise as a result of differences in timing of grants by the Company prior to the Closing Date and by Parent following the Closing Date, provided further that such long-term cash incentive compensation opportunity may instead be in the form of equity compensation; and (iv) employee benefits (excluding for the avoidance of doubt, incentives and equity compensation, which are covered above, and severance benefits, which are covered below) at a level that are, in the good faith judgment of Parent, either (x) is no less favorable in the aggregate no less favorable than either the employee benefits in effect for such Company Employee immediately prior to the Closing Date or the employee benefits provided by the Company or the applicable Company Subsidiary to the Continuing Employees immediately prior to the date of this Agreement or (y) substantially comparable to the employee benefits provided by Parent or the applicable Subsidiary to similarly situated employees of Parent or and its Subsidiaries. In the applicable Subsidiary. Notwithstanding anything case of a Company Employee who is terminated during the 12-month period following Closing, such Company Employee will be eligible for severance benefits under and subject to the contrary, nothing herein shall be deemed to restrict terms and conditions of the right of Parent or the Surviving Entity to terminate the employment of any such Continuing Employee for Cause (as defined in such Continuing Employee’s Company Employment Agreement, or, to the extent such Continuing Employee is not party to a Company Employment Agreement, as defined in the Company’s Southwestern Energy Change in Control Severance PlanPlan or, effective January 1if applicable, 2021 (such Company Employee’s individual severance agreement entered into with the “CIC Severance Plan”))Company.

Employee Matters. (a) Until For a period commencing at the Effective Time and ending on the first anniversary of the Effective TimeClosing Date, the Surviving Entity UMB shall provide, or cause to be provided, continued employment for those individuals to each individual who were employees is employed by HTLF or any of the Company and the Company its Subsidiaries as of immediately prior to the Effective Time except as set forth on Section 6.6(aand who continues to be actively employed by the Surviving Corporation (or any affiliate thereof) of the Company Disclosure Schedule during such period (the a “Continuing EmployeesEmployee”) and shall provide), or cause to be provided, each Continuing Employee with (i) a base salary or base wages at an annual wage rate that is no less than the annual rate of the base salary or base wages provided to wage rate in effect for such Continuing Employee as of immediately prior to the date of this AgreementEffective Time, (ii) an annual bonus and other cashshort-based term incentive compensation opportunities and long-term incentive compensation opportunities that, when combined with the Continuing Employee’s base salary or base wage rate, provide total target that is direct compensation no less favorable in the aggregate than the annual bonus and other cash-based incentive compensation target compensation that provided to such Continuing Employee immediately prior to the date similarly situated employees of this AgreementUMB and its Subsidiaries, (iii) a long-term equity incentive other compensation opportunity with a value and employee benefits (in each case of clause (i), (ii) and (iii) of this Section 6.06(a), excluding defined benefit pension, retiree medical, change in control and severance benefits) that is not are no less favorable in the aggregate than any long term equity incentive the other compensation and benefits (excluding defined benefit pension, retiree medical, change in control and severance benefits) provided to such Continuing Employee immediately prior to the date similarly situated employees of this AgreementUMB and its Subsidiaries, and (iv) employee to any Continuing Employee who experiences an involuntary termination of employment without cause (or other severance-qualifying termination) during such period, severance benefits that are, in pursuant to the good faith judgment greater of Parent, either (x) the HTLF Benefit Plan applicable to such Continuing Employee as of immediately prior to the Effective Time (which HTLF Benefit Plans are set forth in Section 6.06 of the aggregate HTLF Disclosure Schedule) and (y) UMB’s severance policy (which is set forth on Section 6.06(a) of the UMB Disclosure Schedule), and which shall apply to Continuing Employees in a manner no less favorable than the employee benefits provided by the Company or the as applicable Company Subsidiary to the Continuing Employees immediately prior to the date of this Agreement or (y) substantially comparable to the employee benefits provided by Parent or the applicable Subsidiary to similarly situated employees of Parent or the applicable Subsidiary. Notwithstanding anything to the contrary, nothing herein shall be deemed to restrict the right of Parent or the Surviving Entity to terminate the employment of any such Continuing Employee for Cause (as defined in such Continuing Employee’s Company Employment Agreement, or, to the extent such Continuing Employee is not party to a Company Employment Agreement, as defined in the Company’s Change in Control Severance Plan, effective January 1, 2021 (the “CIC Severance Plan”))UMB and its Subsidiaries.