Common use of Employee Matters Clause in Contracts

Employee Matters. (a) Parent agrees that for a period of 12 months following the Company Merger Effective Time (or, if an applicable employee’s employment earlier terminates, through such date of termination) (the “Continuation Period”), and subject to the last sentence of this Section 6.9(a), Parent shall, or shall cause the applicable Subsidiary of Parent to, provide each employee of the Company and its Subsidiaries who is an employee of the Company and its Subsidiaries immediately prior to the Closing and who continues in employment with Parent following the Closing (each, a “Continuing Employee”): (i) base salary or hourly wage rate, as applicable, and a target annual cash bonus opportunity, (ii) severance and termination benefits that are no less favorable than those applicable to such Continuing Employee (if applicable) immediately before the Company Merger Effective Time, and which severance and termination benefits are set forth in Schedule 6.9(a)(i) of the Company Disclosure Letter and (iii) employee benefits (excluding severance and termination benefits, defined benefit pension, post-employment health and welfare benefits, and change of control, retention or other one-off awards (collectively, “Excluded Benefits”)) that are (A) substantially the same in the aggregate to the compensation and employee benefits to which such Continuing Employee was entitled immediately prior to the Company Merger Effective Time, (B) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated employees employed by Parent or any of its Subsidiaries, or (C) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(a) shall prevent Parent or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versa. Parent hereby acknowledges that the transactions contemplated by this Agreement shall constitute a “change in control,” “change of control” or term or concept of similar import of the Company and its Subsidiaries under the terms of the Company Benefit Plans. From and after the Company Merger Effective Time, the Surviving Corporation shall honor all obligations and rights under the Company Benefit Plans in accordance with their terms and under all employment, severance, change in control, retention and other agreements, if any, between the Company (or a Subsidiary thereof) and a Continuing Employee, including, but not limited to, those Company Benefit Plans set forth on Schedule 6.9(a)(ii) of the Company Disclosure Letter, it being understood that the foregoing shall not be construed to limit any amendments or terminations otherwise permitted by the terms of the applicable arrangements.

Employee Matters. (a) Parent agrees that With respect to those individuals who are employees of a TGE Entity immediately prior to the Closing Date, who do not have an employment agreement with any TGE Entity immediately prior to the Closing Date and who remain employed by an Acquiror or any of its Affiliates immediately following the Closing (the “Continuing Employees”), Acquirors or an Affiliate of Acquirors shall, for a period of 12 months following the Company Merger Effective Time Closing, except with the prior written consent of the Chief Executive Officer of TGE GP, (or, if an applicable employee’s employment earlier terminates, through such date of terminationi) (the “Continuation Period”), continue to employ each Continuing Employee in a position and subject with a title substantially similar to the last sentence of this Section 6.9(a)position and title that such Continuing Employee held immediately prior to the Closing; (ii) continue to provide the Continuing Employees with annualized base salaries (or hourly wages, Parent shallas applicable) and annual incentive compensation opportunities that are at least substantially similar to those provided to the Continuing Employees immediately prior to the Closing; and (iii) continue to provide the Continuing Employees with employee benefits that are not, or shall cause in the applicable Subsidiary of Parent toaggregate, provide each less favorable than the employee of the Company and its Subsidiaries who is an employee of the Company and its Subsidiaries benefits that were available to Continuing Employees immediately prior to the Closing under the TGE Benefit Plans (excluding defined benefit pensions and who continues supplemental retirement benefits, retiree medical or other retiree welfare benefits); provided, however, that any obligation in employment with Parent following the Closing (each, a “Continuing Employee”): (i) base salary or hourly wage rate, as applicable, and a target annual cash bonus opportunity, clauses (ii) severance and termination benefits that are no less favorable than those applicable to such Continuing Employee (if applicable) immediately before the Company Merger Effective Time, and which severance and termination benefits are set forth in Schedule 6.9(a)(i) of the Company Disclosure Letter and (iii) employee benefits above to provide Continuing Employees with equity compensation shall not apply if equity securities of TGE (excluding severance or equity securities of any successor entity) are not listed on a national securities exchange; and termination benefitsprovided, defined benefit pensionfurther, post-employment health and welfare benefitsthat, and change of control, retention or other one-off awards (collectively, “Excluded Benefits”)) that are (A) substantially the same in the aggregate to the compensation and employee benefits to which such Continuing Employee was entitled immediately prior to the Company Merger Effective Time, (B) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated employees employed by Parent or any of its Subsidiaries, or (C) a combination of the foregoing. For for the avoidance of doubt, nothing in this Section 6.9(a) notwithstanding the foregoing proviso, Acquirors shall prevent Parent or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried cause to an hourly basis or vice versa. Parent hereby acknowledges that the transactions be awarded all equity compensation contemplated by this Agreement shall constitute a “change in control,” “change of control” or term or concept of similar import of the Company Schedule 6.3(h) when and its Subsidiaries under the terms of the Company Benefit Plans. From and after the Company Merger Effective Time, the Surviving Corporation shall honor all obligations and rights under the Company Benefit Plans in accordance with their terms and under all employment, severance, change in control, retention and other agreements, if any, between the Company (or a Subsidiary thereof) and a Continuing Employee, including, but not limited to, those Company Benefit Plans set forth as provided on Schedule 6.9(a)(ii6.3(h) of to the Company Disclosure Letterextent not awarded prior to the Closing Date, it being understood that the foregoing and such equity compensation shall not be construed subject to limit any amendments or terminations otherwise permitted by the terms of the applicable arrangementsaward agreement and equity incentive plan.

Employee Matters. (a) Parent agrees The Parties agree that, prior to the Closing, the Parties shall cooperate in reviewing, evaluating and analyzing the Ohm Benefit Plans and Firefly Benefit Plans with a view toward developing appropriate new Employee Benefit Plans or maintaining appropriate Ohm Benefit Plans or Firefly Benefit Plans (in either case, the “New Plans”) with respect to each employee of Ohm or any of its Subsidiaries (following the Closing, including, for the avoidance of doubt, employees of the Surviving Corporation, LLC Sub or any of its Subsidiaries) (collectively, “Continuing Employees”), which New Plans will, to the extent permitted by applicable Law, and among other things, (i) treat similarly-situated employees on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilities, and (ii) following the Company Merger Effective Time, not discriminate between employees who were covered by Ohm Benefit Plans, on the one hand, and those covered by Firefly Benefit Plans, on the other hand. In addition, the Parties agree that for a period of 12 months following the Company Merger Effective Time (or, if an applicable employee’s employment earlier terminates, through such date of termination) (the “Continuation Period”), and subject to the last sentence of this Section 6.9(a6.9(b), Parent Ohm shall, or shall cause the applicable Subsidiary of Parent toOhm, including Firefly and its Subsidiaries, to provide each employee of the Company and its Subsidiaries who is an employee of the Company and its Subsidiaries immediately prior to the Closing and who continues in employment with Parent following the Closing (each, a “Continuing Employee”): (i) base salary or hourly wage rate, as applicable, and a target annual cash bonus opportunity, (ii) severance and termination benefits that are no less favorable than those applicable to such Continuing Employee (if applicable) immediately before the Company Merger Effective Time, compensation and which severance and termination benefits are set forth in Schedule 6.9(a)(i) of the Company Disclosure Letter and (iii) employee benefits (excluding including, for the avoidance of doubt, severance payments and termination benefits, defined benefit pension, post-employment health and welfare benefits, and change of control, retention or other one-off awards (collectively, “Excluded Benefits”)) that are (Ai) substantially the same in the aggregate to the compensation and employee benefits to which such Continuing Employee was entitled immediately prior to the Company Merger Effective Time, (Bii) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated employees Continuing Employees employed by Parent Ohm or any of its SubsidiariesSubsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time, (iii) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time or (Civ) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(a6.9(b) shall prevent Parent Ohm or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versa. Parent hereby acknowledges that the transactions contemplated by this Agreement shall constitute a “change in control,” “change of control” or term or concept of similar import of the Company and its Subsidiaries under the terms of the Company Benefit Plans. From and after the Company Merger Effective Time, the Surviving Corporation shall honor all obligations and rights under the Company Benefit Plans in accordance with their terms and under all employment, severance, change in control, retention and other agreements, if any, between the Company (or a Subsidiary thereof) and a Continuing Employee, including, but not limited to, those Company Benefit Plans set forth on Schedule 6.9(a)(ii) of the Company Disclosure Letter, it being understood that the foregoing shall not be construed to limit any amendments or terminations otherwise permitted by the terms of the applicable arrangements.

Employee Matters. (a) Parent agrees that for a period of 12 months following the may, in its sole discretion, continue any Company Merger Effective Time (or, if an applicable employee’s employment earlier terminates, through such date of termination) (the “Continuation Period”), and subject to the last sentence of this Section 6.9(a), Parent shall, Benefit Plan or shall cause the applicable Subsidiary of Parent to, provide each employee of the Company and its Subsidiaries who is an employee of the Company and its Subsidiaries policy or program in effect immediately prior to the Closing and who continues in employment with Parent following the Closing Effective Time (each, each a “Continuing EmployeePre-Merger Plan”): (i), including a 401(k) base salary plan or hourly wage ratemedical plan, as applicable, and for any period of time after the Effective Time for the benefit of any Company Employees. To the extent Parent does not continue a target annual cash bonus opportunity, (ii) severance and termination benefits that are no less favorable than those Pre-Merger Plan applicable to a Company Employee, such Continuing Company Employee shall be eligible, subject to the provisions herein, to participate in any corresponding Benefit Plan maintained by Parent providing benefits to any Company Employee after the Effective Time (if applicablethe “Post-Merger Plans”) immediately before to the extent such Post-Merger Plan replaces similar coverage under such Pre-Merger Plan. To the extent permitted under such Post-Merger Plans, Parent will, or will cause its Subsidiaries to, give Company Employees full credit under any such Post-Merger Plan for their years of service with the Company Merger Effective Time, and which severance and termination benefits are set forth in Schedule 6.9(a)(i) of or any Company Subsidiary to the same extent recognized by the Company Disclosure Letter and (iii) employee benefits (excluding severance and termination benefits, defined benefit pension, postor such Company Subsidiary under the corresponding Pre-employment health and welfare benefits, and change of control, retention or other one-off awards (collectively, “Excluded Benefits”)) that are (A) substantially the same in the aggregate to the compensation and employee benefits to which such Continuing Employee was entitled Merger Plan immediately prior to the Company Merger Effective TimeTime for purposes of eligibility and vesting (excluding vesting in equity based awards, (B) substantially the same in the aggregate to eligibility for post-employment welfare benefits and benefit accruals). The value of the compensation and employee benefits provided under the Pre-Merger Plans or the Post-Merger Plans, as applicable in accordance with the foregoing, to similarly-situated employees employed by Parent or any of its SubsidiariesCompany Employees, or (C) taken as a combination whole, after the Effective Time through December 31, 2009, shall be substantially similar to the value of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(a) shall prevent Parent or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versa. Parent hereby acknowledges that the transactions contemplated by this Agreement shall constitute a “change in control,” “change of control” or term or concept of similar import of the Company compensation and its Subsidiaries under the terms of the Company Benefit Plans. From and after the Company Merger Effective Time, the Surviving Corporation shall honor all obligations and rights benefits provided under the Company Benefit Plans (determined without regard to awards under the Company Incentive Plans) to the Company Employees, taken as a whole, immediately prior to the Effective time, as determined by Parent in good faith after taking into account all facts and circumstances. In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all Post-Merger Plans to the extent coverage under such Post-Merger Plan replaces coverage under any Pre-Merger Plan; provided, however, to the extent such Company Employee is not covered by a Pre-Merger Plan immediately prior to the Effective Time due to failure to satisfy the applicable waiting period, such Company Employee shall be subject to the waiting time applicable to a Parent employee with respect to the corresponding Post-Merger Plan that replaces such Pre-Merger Plan (giving full service credit for service by such Company Employee with the Company in satisfying such waiting time); provided further, to the extent a Company Employee is covered by a Pre-Merger Plan but does not satisfy the service requirements for the corresponding Post-Merger Plan, the Post-Merger Plan may allow such Company Employee to participate in such Post-Merger Plan to the extent permitted under such Post-Merger Plan, as determined in good faith by Parent, or Parent shall continue the Pre-Merger Plan for such Company Employee or otherwise provide comparable substitute coverage; and (ii) for purposes of each Post-Merger Plan providing medical, dental, pharmaceutical and/or vision benefits to any Company Employee, Parent shall cause all pre-existing condition exclusions and actively-at-work requirements of such Post-Merger Plan to be waived for such employee and his or her covered dependents to the extent such exclusions and requirements did not apply to such individual under the corresponding Pre-Merger Plan and to the extent permitted under the Post-Merger Plans or otherwise required by applicable Law, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Pre-Merger Plan ending on the date such employee’s participation in the corresponding Post-Merger Plan begins to be taken into account under such Post-Merger Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with their terms and under all employment, severance, change such Post-Merger Plan. Nothing in control, retention and other agreements, if any, between the Company (or a Subsidiary thereof) and a Continuing Employee, including, but not limited this Agreement shall constitute an amendment to, those or be construed as amending, any Benefit Plan sponsored, maintained or contributed to by the Company, Parent or any of their respective Subsidiaries. No Company Benefit Plans set forth on Schedule 6.9(a)(iiEmployee or any other Person (other than the parties to this Agreement) is intended to be a beneficiary of the Company Disclosure Letter, it being understood that the foregoing shall not be construed to limit any amendments or terminations otherwise permitted by the terms provisions of the applicable arrangementsthis Section 5.14.

Employee Matters. (a) Parent agrees that for a period of 12 months following the Company Merger Effective Time (or, if an applicable employee’s employment earlier terminates, through such date of termination) (the “Continuation Period”), and subject to the last sentence of this Section 6.9(a), Parent shall, or shall cause the applicable Subsidiary of Parent another Buyer Party to, provide each employee offer to all Business Employees (other than those Business Employees who are not employed by a Seller Company immediately prior to Closing) employment with a starting date effective as of the Company Closing; provided, however, that the Buyer Parties may withdraw an employment offer to any Business Employee prior to such Business Employee beginning work on the job if (i) such Business Employee does not, within ten days of a request made by a Buyer Party prior to Closing, submit to a medical exam (such medical exam to be performed at Parent's cost) (a "Post-Offer Medical Exam") or (ii) a Post-Offer Medical Exam reveals (x) that the Business Employee cannot perform the essential functions of such Business Employee's current job with or without a reasonable accommodation or (y) that the Business Employee would pose a direct and its Subsidiaries who is an employee substantial threat to the health and safety of such Business Employee or other employees of the Buyer Parties if such Business Employee continued to perform his or her current job responsibilities; provided, further, that if such Business Employee is currently on a workers' compensation leave and his/her condition is not permanent and stationary, such offer may not be withdrawn. The Buyer Parties shall comply with the Americans with Disabilities Act and all other applicable Legal Requirements in connection with any withdrawal by any Buyer Party of an employment offer to a Business Employee pursuant to this Section 6.03(a). ICO shall be responsible for all Liabilities and obligations owed to Business Employees under any contract, agreement, employee benefit plan, stock option plan, bonus plan, incentive plan or similar arrangement of any Seller Company; provided, however, that the Buyer Parties shall be responsible for all severance payments to Business Employees (other than Business Employees who are not employed by a Seller Company and its Subsidiaries immediately prior to the Closing and who continues in employment with Parent following the Closing (each, a “Continuing Employee”): Closing) (i) base salary who are not offered employment with the Buyer Parties in accordance with the first sentence of this Section 6.03(a) or hourly wage rate, as applicable, and a target annual cash bonus opportunity, (ii) severance and termination benefits that are no less favorable whose employment offer from the Buyer Parties is withdrawn for reasons other than those applicable to such Continuing Employee (if applicable) immediately before the Company Merger Effective Time, and which severance and termination benefits are set forth in Schedule 6.9(a)(i) of the Company Disclosure Letter and (iii) employee benefits (excluding severance and termination benefits, defined benefit pension, post-employment health and welfare benefits, and change of control, retention or other one-off awards (collectively, “Excluded Benefits”)) that are (A) substantially the same in the aggregate such Business Employee not submitting to the compensation and employee benefits to which such Continuing Employee was entitled immediately prior to the Company Merger Effective Time, a Post-Offer Medical Exam or (B) substantially the same a Post-Offer Medical Exam revealing that such Business Employee has silicosis, asbestosis or another respiratory-related affliction or is not capable of wearing a respirator if required in the aggregate to the compensation and employee benefits provided to similarly-situated employees employed by Parent connection with his or any of its Subsidiaries, or (C) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(a) shall prevent Parent or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versa. Parent hereby acknowledges that the transactions contemplated by this Agreement shall constitute a “change in control,” “change of control” or term or concept of similar import of the Company and its Subsidiaries under the terms of the Company Benefit Plans. From and after the Company Merger Effective Time, the Surviving Corporation shall honor all obligations and rights under the Company Benefit Plans in accordance with their terms and under all employment, severance, change in control, retention and other agreements, if any, between the Company (or a Subsidiary thereof) and a Continuing Employee, including, but not limited to, those Company Benefit Plans set forth on Schedule 6.9(a)(ii) of the Company Disclosure Letter, it being understood that the foregoing shall not be construed to limit any amendments or terminations otherwise permitted by the terms of the applicable arrangementsher normal work duties.

Employee Matters. (a) Parent agrees that Except as provided in this Section 7.3, for a period beginning on the Closing Date and continuing thereafter until the end of 12 months following the Company Merger Effective Time (or, if an applicable employee’s employment earlier terminates, through such date of termination) calendar year 2018 (the “Continuation Period”), Parent shall provide, or shall cause the Surviving Corporation and subject its Subsidiaries to provide, Employees as of immediately prior to the last sentence Effective Time who continue employment with Parent or any of this its Subsidiaries, including the Surviving Corporation, at or following the Closing (the “Continuing Employees”) with employee benefits (excluding compensation and equity-based compensation) that are (i) with respect to employee benefits that were elected for the Continuation Period during the Company’s annual enrollment period recently ended, the same as those in effect for such Continuing Employees immediately prior to the Closing, and (ii) with respect to employee benefits that were not elected for the Continuation Period during the Company’s annual enrollment period recently ended, comparable in the aggregate to those in effect for such Continuing Employees immediately prior to the Closing; provided that until the one year anniversary of the Closing Date, Parent and the Surviving Corporation shall keep in effect all severance plans, practices and policies that are applicable to employees of the Company and its Subsidiaries as of the date hereof and set forth on Section 6.9(a)7.3(a) of the Company Disclosure Letter. During the Continuation Period, Parent shall, or shall cause the applicable Subsidiary of Parent Surviving Corporation and its Subsidiaries to, provide each employee of the Continuing Employees coverage under the same Company and its Subsidiaries who is an employee of the Company and its Subsidiaries immediately prior to the Closing and who continues in employment with Parent following the Closing (each, a “Continuing Employee”): (i) base salary or hourly wage rate, as applicable, and a target annual cash bonus opportunity, (ii) severance and termination benefits that are no less favorable than those applicable to such Continuing Employee (if applicable) immediately before the Company Merger Effective Time, and which severance and termination benefits are Plans set forth in Schedule 6.9(a)(iSection 7.3(a) of the Company Disclosure Letter and (iii) employee benefits (excluding severance and termination benefits, defined benefit pension, post-employment health and welfare benefits, and change of control, retention or other one-off awards (collectively, “Excluded Benefits”)) that are (A) substantially the same as were in the aggregate to the compensation and employee benefits to which such Continuing Employee was entitled effect immediately prior to the Company Merger Effective Time, (B) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated employees employed by Parent or any of its Subsidiaries, or (C) a combination of the foregoingClosing Date. For the avoidance of doubt, nothing in this Section 6.9(a) shall prevent Parent or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versa. Parent hereby acknowledges that the transactions contemplated by this Agreement shall constitute a “change in control,” “change of control” or term or concept of similar import of the Company and its Subsidiaries under the terms of the Company Benefit Plans. From and after the Company Merger Effective Time, the Surviving Corporation shall honor all obligations and rights under the Company Benefit Plans in accordance with their terms and under all employment, severance, change in control, retention and other agreements, if any, between the Company (or a Subsidiary thereof) and a Continuing Employee, including, but not limited to, those Company Benefit Plans Except as set forth on Schedule 6.9(a)(iiin Section 7.3(a) of the Company Disclosure Letter, it being understood that the foregoing nothing herein shall not be construed deemed to limit the right of Parent or any amendments of their respective Affiliates to (i) terminate the employment of any Continuing Employee at any time, (ii) change or terminations otherwise permitted by modify the terms or conditions of employment for any Continuing Employee to the applicable arrangementsextent such change is not inconsistent with the provisions of this Section 7.3 or (iii) change or modify any Company Plan or other employee benefit plan or arrangement in accordance with its terms; provided that such change or modification does not otherwise violate the requirements of this Section 7.3.

Employee Matters. (a) Edge has heretofore furnished to Parent agrees that a listing of all current employees of Edge and its subsidiaries, including each employee’s (i) name, (ii) title, position or job description, (iii) current salary or hourly rate, (iv) the location where such employee generally performs services for a period of 12 months Edge or an Edge subsidiary, and (v) the date such employee was employed by Edge or an Edge subsidiary (collectively, the “Eligible Employees”). Parent shall have the right to contact the Eligible Employees to discuss their continued employment following the Company Merger Effective Time (orClosing and Parent’s employee policies and procedures, if an applicable employee’s which include pre-employment earlier terminates, through such date of termination) (drug testing. As soon as reasonably practicable following the “Continuation Period”), and subject to the last sentence execution of this Section 6.9(a)Agreement, Parent shall, or shall cause the applicable Subsidiary of Parent to, provide each employee of the Company and its Subsidiaries who is an employee of the Company and its Subsidiaries immediately but in no event less than ten (10) business days prior to the Closing and who continues in Closing, Parent shall notify Edge of each Eligible Employee whose employment with the Surviving Entity (or with Parent following or a Parent subsidiary) will be continued beyond the Closing (each, each a “Continuing Employee”): ). Although Continuing Employees will be employed on an at-will basis, for a period of at least one year beginning on the Closing Date, Parent shall cause each Continuing Employee: (i) base salary to continue in the employ of Surviving Entity or hourly wage rateby Parent or a Parent subsidiary in substantially the same position with similar job responsibilities as such employee’s current position with Edge or an Edge subsidiary (subject to such employee’s desire to continue in such position during such period and subject to the satisfactory performance by such employee of his/her assigned duties, as applicable, to the same extent required of Parent’s and a target annual cash bonus opportunity, Parent’s subsidiaries’ similarly situated employees); (ii) severance and termination benefits that are no to receive salary of not less favorable than those applicable to such Continuing Employee (if applicable) immediately before the Company Merger Effective Time, and which severance and termination benefits are set forth in Schedule 6.9(a)(i) of the Company Disclosure Letter Employee’s current salary from Edge or an Edge subsidiary; and (iii) employee to receive the same benefits (excluding severance and termination benefits, defined benefit pension, post-employment health and welfare benefits, and change of control, retention or other one-off awards (collectively, “Excluded Benefits”)including annual bonuses) that are (A) on substantially the same in the aggregate to the compensation and employee benefits to which such Continuing Employee was entitled immediately prior to the Company Merger Effective Time, (B) substantially the same in the aggregate to the compensation and employee benefits basis as that provided to similarly-situated employees employed by Parent and Parent’s subsidiaries to its similarly situated employees; provided, that this sentence shall not affect any severance agreement between Edge or any an Edge subsidiary and an employee of its Subsidiaries, Edge or (C) a combination of the foregoingsuch subsidiary. For the avoidance of doubt, nothing in this This Section 6.9(a) shall prevent Parent or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versa. Parent hereby acknowledges that the transactions contemplated by this Agreement shall constitute a “change in control,” “change of control” or term or concept of similar import of the Company and its Subsidiaries under the terms of the Company Benefit Plans. From and after the Company Merger Effective Time, the Surviving Corporation shall honor all obligations and rights under the Company Benefit Plans in accordance with their terms and under all employment, severance, change in control, retention and other agreements, if any, between the Company (or a Subsidiary thereof) and a Continuing Employee, including, but not limited to, those Company Benefit Plans set forth on Schedule 6.9(a)(ii) of the Company Disclosure Letter, it being understood that the foregoing 5.9 shall not be construed to limit the ability of Parent and the Surviving Entity to terminate any amendments such at-will employees at any time and Parent and the Surviving Entity shall have no obligations to continue employing such Continuing Employees for any length of time thereafter except as required by law or terminations otherwise permitted by the terms pursuant to any agreements, including severance agreements, disclosed on Section 2.11 of the applicable arrangementsEdge Schedule or in the Edge SEC Reports (collectively, the “Employment Agreements”).

Employee Matters. (a) Parent agrees that for a period of 12 months following the With respect to each Company Merger Effective Time (or, if an applicable employee’s Employee whose employment earlier terminates, through such date of termination) (the “Continuation Period”), and subject to the last sentence of this Section 6.9(a), Parent shall, or shall cause the applicable Subsidiary of Parent to, provide each employee of the Company and its Subsidiaries who is an employee of the Company and its Subsidiaries immediately prior to the Closing and who continues in employment with Parent following after the Closing (each, a “Continuing Employee”): ), Buyer shall, and shall cause the Company and its Subsidiaries to, provide to the Continuing Employee, while the Continuing Employee is employed by the Company or one of its Subsidiaries, for a period of at least one (1) year following the Closing Date with (i) an annual base salary or hourly wage raterate that is no less favorable than that provided to each such Continuing Employee immediately prior to the Closing, as applicable, and (ii) a target annual cash bonus opportunity, incentive opportunity (iiexcluding specific performance goals) severance and termination benefits that are is no less favorable than those applicable that provided to each such Continuing Employee (if applicable) immediately before prior to the Company Merger Effective Time, and which severance and termination benefits are set forth in Schedule 6.9(a)(i) of the Company Disclosure Letter Closing and (iii) employee benefits (excluding severance and termination benefits, defined benefit pension, post-employment health and welfare benefits, and change of control, retention or other one-off awards (collectively, “Excluded Benefits”)) that are (A) substantially the same comparable in the aggregate to the compensation and employee benefits those provided to which each such Continuing Employee was entitled immediately prior to the Company Merger Effective Time, (B) substantially the same in the aggregate Closing or to the compensation and employee benefits provided to similarly-similarly situated employees employed by Parent or any of Buyer and its Subsidiaries, or Affiliates (C) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(a) shall prevent Parent or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versa. Parent hereby acknowledges that the transactions contemplated by this Agreement shall constitute a “change in control,” “change of control” or term or concept of similar import of other than the Company and its Subsidiaries under the terms of the Company Benefit Plans. From and after the Company Merger Effective TimeSubsidiaries), the Surviving Corporation shall honor all obligations and rights under the Company Benefit Plans in accordance with their terms and under all employmentexcluding equity or equity-based arrangements, severanceseverance benefits (except as described on Schedule 6.8(a)), change in control, retention (except as described on Schedule 6.8(a)) or similar benefits, nonqualified deferred compensation arrangements, retiree medical and other agreementswelfare benefits, if anydefined benefit pension plans and specific performance goals for any cash incentive compensation. Nothing in this Section 6.8(a) shall limit Buyer’s ability to terminate any Continuing Employee at any time after the Closing. Notwithstanding the foregoing, between Buyer shall not, and it shall cause the Company (or a Subsidiary thereof) and a Continuing Employee, including, but its Subsidiaries not limited to, those Company Benefit Plans set forth on Schedule 6.9(a)(iitake any action which would reasonably be expected to subject any Seller or any of its Affiliates to any liability under WARN. On the Closing Date, Seller shall notify Buyer in writing of any “employment loss” (as defined in WARN) experienced by any employee during the ninety (90)-day period prior to the Closing Date that would reasonably be expected to be aggregated under WARN with any termination of any Continuing Employee that occurs following the Company Disclosure Letter, it being understood that the foregoing shall not be construed to limit any amendments or terminations otherwise permitted by the terms of the applicable arrangementsClosing Date.

Employee Matters. (a) Parent agrees that for a period of 12 months following the Company Merger Effective Time Until December 31, 2019 (or, if earlier, an applicable employeeContinuing Employee’s employment earlier terminates, through such date of terminationtermination date) (the “Continuation Period”), and subject to the last sentence of this Section 6.9(a), Parent shall, or and shall cause the applicable Subsidiary of Parent Surviving Entity or LLC Sub to, provide each employee to the employees of the Company Parent and its Subsidiaries who is an employee remain as employees of the Company Parent and its Subsidiaries immediately prior to the Closing and who continues in employment with Parent following the Closing Effective Time (each, a “Continuing Employee”): (i) base salary or hourly wage rate), as applicable, compensation and a target annual cash bonus opportunity, (ii) severance and termination benefits that are no less favorable than those applicable to such Continuing Employee (if applicable) immediately before the Company Merger Effective Time, and which severance and termination benefits are set forth in Schedule 6.9(a)(i) of the Company Disclosure Letter and (iii) employee benefits (excluding severance and termination benefits, any defined benefit pension, equity or equity-based, deferred compensation or post-employment termination or retiree health and or welfare benefits) in a manner that neither favors nor disfavors such individual, in whole or in part, on the basis of whether such individual was an employee of Parent or any of its Subsidiaries, on the one hand, or the Company or any of its Subsidiaries on the other hand, immediately prior to the Effective Time; provided, however, that this Section 6.13 shall be deemed satisfied in the event Parent should for the Continuation Period, either (i) provide compensation and change of controlemployee benefits (excluding any defined benefit pension, retention equity or other oneequity-off awards (collectivelybased, “Excluded Benefits”)deferred compensation or post-termination or retiree health or welfare benefits) that are (A) substantially the same comparable in the aggregate to the compensation and employee benefits (excluding any defined benefit pension, equity or equity-based, deferred compensation or post-termination or retiree health or welfare benefits) to which such the Continuing Employee was Employees were entitled immediately prior to the Company Merger Effective Time, Time or (Bii) substantially the same in the aggregate to the provide compensation and employee benefits provided (excluding any defined benefit pension, deferred compensation or post-termination or retiree health or welfare benefits) to similarly-the Continuing Employees at the same level as applies to similarly situated employees individuals employed by the Company its Subsidiaries immediately prior to the Effective Time. Nothing herein shall limit the right of Parent or any of its Subsidiaries, or the employing Parent Subsidiary (C) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(a) shall prevent Parent or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versa. Parent hereby acknowledges that the transactions contemplated by this Agreement shall constitute a “change in control,” “change of control” or term or concept of similar import of including the Company and its Subsidiaries under Subsidiaries) to terminate the terms employment of any Continuing Employee at any time. During the Continuation Period, Parent will continue to maintain the Parent Severance Plan or a more favorable severance plan for the benefit of Continuing Employees, and Parent shall ensure the ongoing eligibility of any Continuing Employee who is employed by Parent as of December 31, 2019 and who, as of the Company Benefit Plans. From and after the Company Merger Effective Time, the Surviving Corporation shall honor all obligations and rights was eligible to receive a payment under the Company Benefit Plans in accordance with their terms and under all employmentsuch plan based on continued service through December 31, severance, change in control, retention and other agreements, if any, between the Company (or a Subsidiary thereof) and a Continuing Employee, including, but not limited to, those Company Benefit Plans set forth on Schedule 6.9(a)(ii) of the Company Disclosure Letter, it being understood that the foregoing shall not be construed to limit any amendments or terminations otherwise permitted by the terms of the applicable arrangements2019.

Employee Matters. (a) Parent agrees Schedule 8.1.16(a) lists (and identifies the sponsor of) each "Employee Pension Benefit Plan," as that for a period term is defined in Section 3(2) of 12 months following ERISA, each "Employee Welfare Benefit Plan," as that term is defined in Section 3(1) of ERISA (such plans being hereinafter referred to collectively as the Company Merger Effective Time (or, if an applicable employee’s employment earlier terminates, through such date of termination) (the “Continuation Period”"ERISA Plans"), and subject to the last sentence of this Section 6.9(a)each other retirement, Parent shallpension, or shall cause the applicable Subsidiary of Parent toprofit-sharing, provide each employee of the Company and its Subsidiaries who is an employee of the Company and its Subsidiaries immediately prior to the Closing and who continues in employment with Parent following the Closing (eachmoney purchase, a “Continuing Employee”): (i) base salary or hourly wage ratedeferred compensation, as applicableincentive compensation, and a target annual cash bonus opportunitybonus, (ii) stock option, stock purchase, severance and termination benefits that are no less favorable than those applicable to such Continuing Employee (if applicable) immediately before the Company Merger Effective Timepay, and which severance and termination benefits are set forth in Schedule 6.9(a)(i) of the Company Disclosure Letter and (iii) employee benefits (excluding severance and termination benefitsunemployment benefit, defined benefit pensionvacation pay, savings, medical, dental, post-employment health and welfare benefitsretirement medical, and change of controlaccident, retention disability, weekly income, salary continuation, health, life or other one-off awards insurance, fringe benefit, or other employee benefit plan, program, agreement, or arrangement maintained or contributed to by Seller or its Affiliates in respect of or for the benefit of any Transferred Employee or former employee of Seller, excluding any such plan, program, agreement, or arrangement maintained or contributed to solely in respect of or for the benefit of Transferred Employees or former employees employed or formerly employed by Seller outside of the United States, as of the date hereof (collectively, “Excluded Benefits”together with the ERISA Plans, referred to hereinafter as the "Plans"). Schedule 8.1.16(a) that are also includes a list of each written employment, severance, termination or similar-type agreement between Seller and its Affiliates and any Transferred Employee (A) substantially the same "Employment Agreements"). Seller has delivered to Buyer accurate and complete copies of all Plans and Employment Agreements (or representative samples in the aggregate case of form agreements) and, if applicable, summary plan descriptions with respect to such Plans and Employment Agreements and summary descriptions of any such Plan or Employment Agreement that is not otherwise in writing. Except for retention bonuses paid in connection with the compensation and employee benefits to which such Continuing Employee was entitled immediately prior to the Company Merger Effective Time, (B) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated employees employed by Parent or any closing of its Subsidiaries, or (C) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(a) shall prevent Parent or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versa. Parent hereby acknowledges that the transactions contemplated by this Agreement shall constitute a “change in control,” “change of control” or term or concept of similar import of the Company and its Subsidiaries under the terms of the Company Benefit Plans. From and after the Company Merger Effective Timeexcept as otherwise disclosed on Schedule 8.1.16(a), the Surviving Corporation shall honor all obligations execution and rights under delivery of this Agreement by Seller and the Company Benefit Plans performance of this Agreement by Seller will not directly result now or at any time in accordance with their terms and under all employment, the future in the payment to any Transferred Employee of any severance, change in controltermination, retention and other agreements, if any, between the Company (or a Subsidiary thereof) and a Continuing similar-type payments or benefits being paid to any Transferred Employee, including, but not limited to, those Company Benefit Plans set forth on Schedule 6.9(a)(ii) of the Company Disclosure Letter, it being understood that the foregoing shall not be construed to limit any amendments or terminations otherwise permitted by the terms of the applicable arrangements.

Employee Matters. (a) Parent agrees that for For a period of 12 months following beginning at the Company Merger Effective Time (or, if an applicable employee’s employment earlier terminatesfor individuals who are not actively employed as of immediately prior to the Effective Time due to disability or other approved leave, through the date such date of terminationindividual presents for active employment) and ending on the one (1) year anniversary thereof (the “Continuation Period”), and subject to the last sentence of this Section 6.9(a), Parent shallshall provide, or shall cause its applicable Subsidiaries to provide, each individual who continues to be employed by the applicable Subsidiary Company or any of its Affiliates (including Parent toand any of its Subsidiaries) following the Effective Time (each, provide a “Company Employee”) with (i) base salary, wages and target annual or quarterly cash incentive opportunities that are each employee of no less favorable than the base salary, wages and target annual or quarterly cash incentive opportunities provided to such Company Employee by the Company and its Subsidiaries who is an employee any of the Company and its Subsidiaries immediately prior to the Closing and who continues in employment with Parent following the Closing (each, a “Continuing Employee”): (i) base salary or hourly wage rate, as applicable, and a target annual cash bonus opportunityEffective Time, (ii) severance and termination benefits that are no less favorable than those applicable long-term incentive opportunities for Company Employees who were eligible for a long-term incentive opportunity under a Company Plan immediately prior to such Continuing Employee (if applicable) immediately before the Company Merger Effective Time, and which severance and termination benefits are set forth in Schedule 6.9(a)(i) of the Company Disclosure Letter and (iii) employee benefits (excluding severance and termination benefits, defined benefit pension, postother than long-employment health and welfare benefits, and change of control, retention or other one-off awards (collectively, “Excluded Benefits”)term incentive opportunities) that are (A) substantially the same comparable in the aggregate to the compensation those provided to similarly situated employees of Parent and employee benefits to which such Continuing Employee was entitled immediately prior to its Subsidiaries (other than the Company Merger Effective Time, (B) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated employees employed by Parent or any of its Subsidiaries) from time to time, or and (Civ) severance benefits determined using a combination formula that is no less favorable than the greater of (A) the foregoing. For severance formula applicable to such Company Employee by the avoidance of doubt, nothing in this Section 6.9(a) shall prevent Parent Company or any of its Subsidiaries from converting immediately prior to the method Effective Time and (B) the severance formula applicable to similarly situated employee of payment for any Continuing Employee from salaried to an hourly basis Parent and its Subsidiaries. For a period beginning at the Effective Time and ending on December 31, 2019, Parent shall, or vice versa. Parent hereby acknowledges its applicable Subsidiaries shall, ensure that the transactions contemplated by this Agreement shall constitute a “change premium cost for Company Employees in control,” “change the aggregate of control” or term or concept Company sponsored medical, dental and vision coverage is not materially greater than the premium cost for Company Employees in the aggregate of similar import of employer-sponsored medical, dental and vision immediately prior to the Effective Time. Prior to the Effective Time, the Company shall, and shall cause all of its Subsidiaries under Affiliates to, adopt such resolutions and amendments, and use commercially reasonable efforts to take all such other actions as may be required or desirable, to provide that each Company Plan and any other employee benefit plan, program, policy or arrangement (other than any Foreign Plans and except as provided in Section 5.10(b)) shall terminate effective as of immediately prior to the Effective Time and in each case, conditioned upon the Closing; provided, however, that, notwithstanding the foregoing, the Company shall, irrevocably take all actions required to terminate and liquidate The Navigators Group, Inc. Non-Qualified Deferred Compensation Plan in accordance with the terms of the Company Benefit PlansPlan and the provisions of Treas. From Reg. § 1.409A-3(j)(4)(ix) immediately prior to the Effective Time and after the Company Merger Effective Time, the Surviving Corporation shall honor all obligations and rights under the Company Benefit Plans in accordance with their terms and under all employment, severance, change in control, retention and other agreements, if any, between the Company (or a Subsidiary thereof) and a Continuing Employee, including, but not limited to, those Company Benefit Plans set forth on Schedule 6.9(a)(ii) to terminate each Qualified Plan effective as of the Company Disclosure Letterday immediately prior to the Closing Date, it being understood that in each case conditioned upon the foregoing shall not be construed to limit any amendments or terminations otherwise permitted by the terms of the applicable arrangementsClosing.

Employee Matters. (a) Parent agrees that for a period of 12 months following From and after the Company Merger Effective Time (or, if an applicable employee’s employment earlier terminates, through such date of termination) (the “Continuation Period”), and subject to the last sentence of this Section 6.9(a)Time, Parent shall, or and shall cause the applicable Surviving Entity or any employing Subsidiary of Parent to, provide each employee any person employed by the Company or any of its Subsidiaries as of the Company and its Subsidiaries who is an employee of the Company and its Subsidiaries day immediately prior to the Closing and who continues in employment with Parent following Effective Time (the Closing (each, a “Continuing EmployeeAffected Employees”): (i) base salary or hourly wage rate, as applicable, and a target annual cash bonus opportunity, (ii) severance and termination employee benefits that are no less favorable in the aggregate than those applicable to such Continuing Employee provided by the Company (if applicablewith the exception of the Company ESPP and its supplemental executive retirement plans) immediately before prior to the Company Merger Effective Time or, in the sole discretion of Parent, those provided by Parent or its Subsidiaries to similarly situated employees of Parent or its applicable Subsidiary. From and after the Effective Time, with respect to the year ended December 31, 2011, Affected Employees shall be eligible to participate in such annual bonus plans as are sponsored by Parent or its Subsidiaries for similarly situated employees of Parent or the applicable Subsidiary and shall have a bonus opportunity under such plan that is no less than that of similarly situated employees of Parent or the applicable Subsidiary who are eligible to participate in such plan but only with respect to the portion of the calendar year in which severance such Affected Employees are employees of Parent or its Subsidiaries. From and termination benefits after the Effective Time, the Affected Employees who are set forth working for the Company or any of its Subsidiaries in Schedule 6.9(a)(ithe United States will continue to be considered to be employees at will pursuant to the applicable employment at-will laws or doctrines, subject to any express written agreement to the contrary with such employee, and the Affected Employees who are working for the Company or any of its Subsidiaries outside the United States will remain on his or her terms of employment in place immediately prior to the Effective Time. For the sake of clarity, Parent or its Subsidiaries shall have no obligation to continue to employ or engage the Affected Employees following the Effective Time other than obligations in accordance with Applicable Law or collective bargaining contracts. From and after the Effective Time, Parent shall honor, and shall cause the Surviving Entity to honor, each compensation and benefit arrangement listed in Section 5.12(a) of the Company Disclosure Letter Schedule and (iii) employee benefits (excluding severance and termination benefits, defined benefit pension, post-employment health and welfare benefits, and change to perform the obligations of control, retention or other one-off awards (collectively, “Excluded Benefits”)) that are (A) substantially the same in the aggregate to the compensation and employee benefits to which such Continuing Employee was entitled immediately prior to the Company Merger Effective Time, (B) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated employees employed by Parent or any of its Subsidiaries, or (C) a combination of the foregoingthereunder. For the avoidance of doubt, nothing in this Section 6.9(a) shall prevent Parent or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versa. Parent hereby acknowledges that the transactions contemplated by this Agreement shall constitute be considered a “change in control,” “change of control” or term or concept of similar import of the Company contract between Parent and its Subsidiaries under the terms and any of the Company Benefit Plans. From and after the Company Merger Effective TimeAffected Employees or consideration for, the Surviving Corporation shall honor all obligations and rights under the Company Benefit Plans in accordance or inducement with their terms and under all employment, severance, change in control, retention and other agreements, if any, between the Company (or a Subsidiary thereof) and a Continuing Employee, including, but not limited respect to, those Company Benefit Plans set forth on Schedule 6.9(a)(ii) of the Company Disclosure Letter, it being understood that the foregoing shall not be construed to limit any amendments or terminations otherwise permitted by the terms of the applicable arrangementssuch employee’s continued employment.

Employee Matters. (a) From and after the Effective Time, Parent agrees that for and the Surviving Corporation shall assume all Collective Bargaining Agreements. For a period of 12 months one year following the Company Merger Effective Time (or, if an applicable employee’s employment earlier terminates, through such date of termination) (the “Continuation Period”), and subject to the last sentence of this Section 6.9(a)Time, Parent shallshall provide, or shall cause the applicable Subsidiary of Parent toto be provided, provide to each active employee (as hereinafter defined) of the Company and its Subsidiaries who is an employee as of the Company and its Subsidiaries immediately prior to the Closing and who continues in employment with Parent following Effective Time (the Closing (each, a “Continuing EmployeeCompany Employees”): (i) base salary or hourly salary, wage rateand bonus opportunity that is no less favorable than the salary, as applicable, wage and a target annual cash bonus opportunityopportunity that was provided to similarly-situated employees of Parent and its Subsidiaries, (ii) severance employee retirement, welfare and termination other benefits that are no less favorable than those applicable the employee retirement, welfare and other benefits provided to such Continuing Employee (if applicable) immediately before the Company Merger Effective Time, similarly situated employees of Parent and which severance and termination benefits are set forth in Schedule 6.9(a)(i) of the Company Disclosure Letter its Subsidiaries; and (iii) employee severance benefits (excluding no less favorable than the severance and termination benefits, defined benefit pension, post-employment health and welfare benefits, and change of control, retention or other one-off awards (collectively, “Excluded Benefits”)) benefits that are (A) substantially the same in the aggregate to the compensation and employee benefits to which such Continuing Employee was entitled immediately prior to the Company Merger Effective Time, (B) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated employees employed by of Parent and its Subsidiaries (taking into account such Company Employee’s service as required pursuant to Section 6.5(a) below); however, to the extent the terms of any Collective Bargaining Agreement provide different obligations, the Collective Bargaining Agreement terms control. For purposes of this Agreement, an “active employee” is any employee who (i) continues in employment with the Parent Entities and the Surviving Corporation following the Effective Time, (ii) is actively at work as of the Effective Time, (iii) is not actively at work due to a short-term absence of less than one month’s duration, whether paid or any of its Subsidiariesunpaid, in compliance with the applicable Company vacation policy, or a long-term absence covered under a long-term disability Company Plan, provided such individual returns to work within six months following the Effective Time, or (Civ) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(a) shall prevent Parent or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versa. Parent hereby acknowledges that the transactions contemplated employee who is not actively at work and is receiving workers’ compensation payments as required by this Agreement shall constitute a “change in control,” “change of control” or term or concept of similar import of the Company and its Subsidiaries under the terms of the Company Benefit Plans. From and after the Company Merger Effective Time, the Surviving Corporation shall honor all obligations and rights under the Company Benefit Plans in accordance with their terms and under all employment, severance, change in control, retention and other agreements, if any, between the Company (or a Subsidiary thereof) and a Continuing Employee, including, but not limited to, those Company Benefit Plans set forth on Schedule 6.9(a)(ii) of the Company Disclosure Letter, it being understood that the foregoing shall not be construed to limit any amendments or terminations otherwise permitted by the terms of the applicable arrangementsLaw.

Employee Matters. (a) Parent agrees that for a period From the Effective Time through such later date as Fifth Third deems reasonably practicable (such date being referred to herein as the “Benefits Transition Date”), Fifth Third shall provide the employees of 12 months following First National Bankshares and its Subsidiaries as of the Company Merger Effective Time (or, if an applicable employee’s employment earlier terminates, through such date of termination) (the “Continuation PeriodCovered Employees”)) with employee benefits and compensation plans, programs and subject arrangements that are substantially similar, in the aggregate, to the last sentence of this Section 6.9(a)employee benefits and compensation plans, Parent shallprograms and arrangements provided by First National Bankshares or its Subsidiaries, or shall cause as the applicable Subsidiary of Parent tocase may be, provide each employee of the Company and its Subsidiaries who is an employee of the Company and its Subsidiaries to such employees immediately prior to the Closing and who continues in employment with Parent following the Closing (each, a “Continuing Employee”): (i) base salary or hourly wage rate, as applicable, and a target annual cash bonus opportunity, (ii) severance and termination benefits that are no less favorable than those applicable to such Continuing Employee (if applicable) immediately before the Company Merger Effective Time, and which severance and termination benefits are set forth in Schedule 6.9(a)(i) of the Company Disclosure Letter and (iii) employee benefits (excluding severance and termination benefits, defined benefit pension, post-employment health and welfare benefits, and change of control, retention or other one-off awards (collectively, “Excluded Benefits”)) that are (A) substantially the same in the aggregate to the compensation and employee benefits to which such Continuing Employee was entitled immediately prior to the Company Merger Effective Time, (B) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated employees employed by Parent or any of its Subsidiaries, or (C) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(a) shall prevent Parent or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versa. Parent hereby acknowledges that the transactions contemplated by this Agreement shall constitute a “change in control,” “change of control” or term or concept of similar import of the Company and its Subsidiaries under the terms of the Company Benefit Plans. From and after the Company Merger Benefits Transition Date, Fifth Third shall provide the Covered Employees with employee benefits and compensation plans, programs and arrangements (other than Fifth Third’s defined benefit pension plan, which has been frozen) that are substantially similar, in the aggregate, to those provided to similarly situated employees of Xxxxx Xxxxx and its Subsidiaries. Notwithstanding anything contained herein to the contrary, those employees of First National Bankshares and its Subsidiaries (other than temporary and/or co-operative employees) who do not have an employment, change in control or severance agreement and who are not employed by Fifth Third or who are terminated or voluntarily resign after being notified that, as a condition of employment, such employee must work at a location more than thirty (30) miles from such employee’s former location of employment or that such employee’s salary will be materially decreased, in any case and in both cases, within ninety (90) days after the Effective Time, and who sign and deliver a termination and release agreement in a form substantially similar to one of those attached hereto as Exhibit 6.7(a), shall be entitled to severance pay: (i) in the Surviving Corporation case of officers of First National Bankshares and all other exempt employees, equal to two (2) weeks of pay for each complete year of service (and a prorated amount for any partial year of service) with a minimum severance pay equal to (4) weeks pay; and (ii) in the case of all other employees, equal to one (1) week of pay for each complete year of service (and a prorated amount for any partial year of service) with a minimum severance pay equal to two (2) weeks of pay. For purposes of this Section 6.8, “service” shall honor all obligations include service with subsidiaries of First National Bankshares and rights under service with members of the Company Benefit Plans in accordance with their terms and under all employmentAffiliated Group of which First National Bankshares was a member prior to January 1, severance, change in control, retention and other agreements2004. The severance payment referred to above shall replace the First National Bankshares’ current severance pay plan, if any, between the Company (or a Subsidiary thereof) and a Continuing Employeenew severance pay plan will be in effect but in no event shall there be any duplication of severance pay. First National Bankshares shall cooperate with Fifth Third to comply with, includingand provide notices regarding, the Workers Adjustment and Retraining Act or any similar state or local law, including without limitation, providing notices to employees and government representatives. Nothing contained in this Section shall be construed or interpreted to limit or modify in any way Fifth Third’s at will employment policy. In no event shall severance pay or any severance period be taken into account in determining the amount of any other benefit (including but not limited to, those Company Benefit Plans set forth on Schedule 6.9(a)(ii) an individual’s benefit under any pension plan). If, by reason of the Company Disclosure Lettercontrolling plan document, it being understood that controlling law or otherwise, severance pay or any severance period is taken into account in determining any other benefit, the foregoing severance pay otherwise payable shall not be construed to limit any amendments or terminations otherwise permitted reduced by the terms present value of the applicable arrangementsadditional benefit determined under other benefit plans attributable to the severance pay or period.

Employee Matters. Section 2.17 of the Schedule of Exceptions sets forth an accurate list of any material compensation or benefit plan or agreement (a) Parent agrees including any employee benefit plan, program, policy, agreement or contract providing benefits to any current or former employee, officer or director of it or any of its Subsidiaries or any beneficiary or dependent thereof that for a period is sponsored or maintained by it or any of 12 months following the Company Merger Effective Time its Subsidiaries or to which it or any of its Subsidiaries contributes or is obligated to contribute (or, if an applicable employee’s employment earlier terminates, through such date of termination) (the “Continuation Period”other than government-based plans), and including any “employee welfare benefit plan” within the meaning of Section 3(1) of ERISA, any “employee pension benefit plan” within the meaning of Section 3(2) of ERISA (whether or not such plan is subject to the last sentence of this Section 6.9(aERISA), Parent shallall employment or severance agreements, and any bonus, incentive, deferred compensation, vacation, stock purchase, stock option, severance, change of control or shall cause fringe benefit plans, programs or policies (any of the applicable Subsidiary of Parent to, provide each employee foregoing a “Benefit Plan”) of the Company and its Subsidiaries who is an employee Subsidiaries. There do not now exist, and to the Company’s knowledge, there are no existing circumstances that could reasonably be expected to result in, any liabilities (a) under Title IV of the Company Employee Retirement Income Security Act of 1974, as amended, and its Subsidiaries immediately prior to the Closing rules and who continues in employment with Parent following regulations promulgated thereunder (“ERISA”), (b) under Section 302 of ERISA, (c) under Sections 412 and 4971 of the Closing Code, (eachd) for violation of the continuation coverage requirements of Section 601 et seq. of ERISA and Section 4980B of the Code or the group health requirements of Sections 9801 et seq. of the Code and Sections 701 et seq. of ERISA, and (e) under corresponding or similar provisions of foreign laws or regulations (any such liability a “Continuing EmployeeControlled Group Liability”): (i) base salary or hourly wage rate, as applicable, and a target annual cash bonus opportunity, (ii) severance and termination benefits that are no less favorable than those applicable to such Continuing Employee (if applicable) immediately before the Company Merger Effective Time, and which severance and termination benefits are set forth in Schedule 6.9(a)(i) of the Company Disclosure Letter and (iii) employee benefits (excluding severance and termination benefits, defined benefit pension, post-employment health and welfare benefits, and change of control, retention or other one-off awards (collectively, “Excluded Benefits”)) that are (A) substantially the same in the aggregate to the compensation and employee benefits to which such Continuing Employee was entitled immediately prior to the Company Merger Effective Time, (B) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated employees employed by Parent or any of its Subsidiaries, or (C) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(a) shall prevent Parent or any of its Subsidiaries from converting except for those that, individually or in the method aggregate, would not be reasonably likely to have a Material Adverse Effect on the Company. No Benefit Plan maintained or contributed to by the Company or any of payment for its Subsidiaries or to which the Company or any Continuing Employee from salaried of its Subsidiaries is required to an hourly basis or vice versa. Parent hereby acknowledges that the transactions contemplated by this Agreement shall constitute contribute (any such plan a “change in control,Company’s Benefit Plan”) is a “multiemployer plan” “change within the meaning of control” or term or concept of similar import of the Company and its Subsidiaries under the terms of the Company Benefit Plans. From and after the Company Merger Effective Time, the Surviving Corporation shall honor all obligations and rights under the Company Benefit Plans in accordance with their terms and under all employment, severance, change in control, retention and other agreements, if any, between the Company (or a Subsidiary thereof) and a Continuing Employee, including, but not limited to, those Company Benefit Plans set forth on Schedule 6.9(a)(ii) of the Company Disclosure Letter, it being understood that the foregoing shall not be construed to limit any amendments or terminations otherwise permitted by the terms of the applicable arrangements.Section 4001(a)(3)

Employee Matters. (a) Parent agrees that for a period All individuals employed by, or on an authorized leave of 12 months following absence from, Yadkin or Vantage or any of their respective Subsidiaries immediately before the Company Merger Effective Time (orcollectively, if an applicable employee’s employment earlier terminates, through such date of termination) (the “Continuation PeriodCovered Employees”), and subject to the last sentence of this Section 6.9(a), Parent shall, or ) shall cause the applicable Subsidiary of Parent to, provide each employee automatically become employees of the Company Surviving Corporation and its Subsidiaries who is an employee affiliates as of the Company and its Subsidiaries immediately prior to the Closing and who continues in employment with Parent Effective Time. Immediately following the Closing (each, a “Continuing Employee”): (i) base salary or hourly wage rate, as applicable, and a target annual cash bonus opportunity, (ii) severance and termination benefits that are no less favorable than those applicable to such Continuing Employee (if applicable) immediately before the Company Merger Effective Time, and which severance and termination benefits are set forth in Schedule 6.9(a)(i) of the Company Disclosure Letter and (iii) employee benefits (excluding severance and termination benefits, defined benefit pension, post-employment health and welfare benefits, and change of control, retention or other one-off awards (collectively, “Excluded Benefits”)) that are (A) substantially the same in the aggregate to the compensation and employee benefits to which such Continuing Employee was entitled immediately prior to the Company Merger Effective Time, (B) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated employees employed by Parent or any of its Subsidiaries, or (C) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(a) shall prevent Parent or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versa. Parent hereby acknowledges that the transactions contemplated by this Agreement shall constitute a “change in control,” “change of control” or term or concept of similar import of the Company and its Subsidiaries under the terms of the Company Benefit Plans. From and after the Company Merger Effective Time, the Surviving Corporation shall, or shall honor all obligations cause its applicable Subsidiaries to, provide to those Covered Employees employee benefits, rates of base salary or hourly wage and rights annual bonus opportunities that are substantially similar, in the aggregate, to the aggregate rates of base salary or hourly wage and the aggregate employee benefits and annual bonus opportunities provided to such Covered Employees under the Company Yadkin Benefit Plans or Vantage Benefit Plans, as applicable, as in accordance with their terms and under all employmenteffect immediately before the Effective Time; provided, severancehowever, change in controlthat, retention and other agreementsnotwithstanding the foregoing, if anynothing contained herein shall (i) be treated as an amendment of any particular Yadkin Benefit Plan or Vantage Benefit Plan, between (ii) give any third party any right to enforce the Company provisions of this Section 7.5, (or a Subsidiary thereofiii) and a Continuing Employee, including, but not limited to, those Company Benefit Plans set forth on Schedule 6.9(a)(ii) limit the right of the Company Disclosure LetterSurviving Corporation or any of its Subsidiaries to terminate the employment of any Covered Employee at any time or require the Surviving Corporation or any of its Subsidiaries to provide any such employee benefits, it being understood that rates of base salary or hourly wage or annual bonus opportunities for any period following any such termination, or (iv) obligate Yadkin, Vantage or any of their respective Subsidiaries to (A) maintain any particular Yadkin Benefit Plan or Vantage Benefit Plans, as applicable, or (B) retain the foregoing shall not be construed to limit employment of any amendments or terminations otherwise permitted by the terms of the applicable arrangementsparticular Covered Employee.

Employee Matters. (a) Parent agrees that Subject to any applicable Labor Agreements and except as otherwise set forth in this Section 5.08(a), for a period of 12 months not less than one year following the Company Merger Effective Time (or, if an applicable employee’s employment earlier terminates, through such date of termination) (the “Continuation Period”), and subject to the last sentence of this Section 6.9(a)Time, Parent shall, or and shall cause the applicable Subsidiary of Parent Surviving Corporation to, provide each employee of the Company and its Subsidiaries individual who is was an employee of the Company and or any of its Subsidiaries immediately prior to the Closing and who continues in employment with Parent following the Closing Effective Time (each, a “Continuing Employee”): ) with (i) a base salary or hourly wage rate, that is no less favorable than such Continuing Employee’s base salary as applicable, and a target annual cash bonus opportunityin effect immediately prior to the Effective Time, (ii) severance and termination benefits that are no less favorable than those applicable that would have been provided to such Continuing Employee (if applicable) immediately before under the Company Merger Effective Timeapplicable severance benefit plans, programs, policies, agreements and which severance and termination benefits are set forth arrangements listed in Schedule 6.9(a)(iSection 5.08(a) of the Company Disclosure Letter and (iii) employee benefits benefit plans and arrangements (excluding other than base salary, bonus, commissions, annual incentives and severance and termination benefits, defined benefit pension, post-employment health and welfare benefits, and change of control, retention or other one-off awards (collectively, “Excluded Benefits”)) that are (A) substantially the same comparable in the aggregate to the compensation and employee benefits those provided to which such Continuing Employee was entitled immediately prior to the Company Merger Effective Time, (B) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated employees employed by Parent or any of its Subsidiaries, or (C) a combination of . Notwithstanding the foregoing. For the avoidance of doubt, nothing in this Section 6.9(a) shall prevent Parent on or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versa. Parent hereby acknowledges that the transactions contemplated by this Agreement shall constitute a “change in control,” “change of control” or term or concept of similar import of the Company and its Subsidiaries under the terms of the Company Benefit Plans. From and as soon as practicable after the Company Merger Effective Time, the Surviving Corporation shall honor all obligations and rights under or shall cause any of its Subsidiaries to pay each Continuing Employee an amount in respect of such Continuing Employee’s annual bonus, commission or incentive plan award for the plan year in which the Closing occurs; provided that the amount of such payment shall be based upon performance achieved from the commencement of the applicable performance period through the Effective Time, as determined by the Company Benefit Plans in its sole discretion prior to the Closing Date, and shall be prorated to reflect the number of days elapsed from the commencement of the applicable performance period through the Closing Date. Following the Effective Time, each Continuing Employee who participates in an annual bonus, commission or incentive plan of the Company immediately prior to the Effective Time shall be entitled to participate in an annual bonus, commission or incentive plan of Parent and/or its relevant Subsidiary(ies) on a basis substantially comparable to similarly situated employees of Parent and/or its relevant Subsidiary(ies) and shall be eligible to receive an annual bonus, commission or incentive plan award for the plan year in which the Closing occurs, in each case in an amount to be determined by Parent or its applicable Subsidiary in accordance with their the terms and under all employmentof such plan; provided that the amount of such payment shall be prorated to reflect the number of days elapsed following the Closing Date through the conclusion of the applicable performance period. In addition, severance, change each Continuing Employee described in control, retention and other agreementsthe immediately preceding sentence shall be eligible to receive one or more additional payments in an aggregate amount equal to the shortfall, if any, between (1) the Company (aggregate amount of the annual bonus, commission or incentive plan award or awards such Continuing Employee actually received or is owed under the annual bonus, commission or incentive plan of Parent or a Subsidiary thereofof Parent with respect to the period from the Effective Time through December 31, 2018 (including, for the avoidance of doubt, the period from the Effective Time through December 31, 2017 if the Effective Time occurs during 2017) and a (2) the annual bonus, commission or incentive plan award or awards such Continuing Employee would have received for such period or periods based on such Continuing Employee’s target annual bonus, includingcommission or incentive plan opportunity and base salary as in effect immediately prior to the Effective Time (such shortfall, but not limited to, those Company Benefit Plans set forth on Schedule 6.9(a)(ii) of the Company Disclosure Letter, it being understood that the foregoing shall not be construed to limit any amendments or terminations otherwise permitted by the terms of the applicable arrangementsContinuing Employee’s “Aggregate True-Up Amount”); provided that (A) the portion of each Continuing Employee’s Aggregate True-Up Amount that relates to the 2017 performance period (if any) shall be paid as soon as practicable following December 31, 2017, so long as such Continuing Employee remains employed by Parent or a Subsidiary of Parent through such payment date, and (B) the portion of each Continuing Employee’s Aggregate True-Up Amount that relates to the 2018 performance period shall be paid as soon as practicable following December 31, 2018, so long as such Continuing Employee remains employed by Parent or a Subsidiary of Parent through such payment date.

Employee Matters. (a) Parent agrees that for For a period of 12 months following beginning on the Company Merger Effective Time Closing Date and continuing thereafter for twelve (or12) months, if an applicable employee’s employment earlier terminates, through such date of termination) (the “Continuation Period”), and subject to the last sentence of this Section 6.9(a), Parent shallBuyer shall provide, or shall cause the applicable Subsidiary of Parent toCompany and its Affiliates to provide, provide each employee employees of the Company and its Subsidiaries who is an employee as of the Closing who continue employment with the Company and following the Closing (the “Company Employees”) with (i) annual base salary, wage levels or commissions that are no less favorable than the base salary, wage levels or commissions provided to each such Company Employee by the Company or its Subsidiaries immediately prior to the Closing and who continues in employment with Parent following the Closing (each, a “Continuing Employee”): (i) base salary or hourly wage rate, as applicable, and a target annual cash bonus opportunity, (ii) severance and termination employee benefits (excluding incentive compensation) that are no less favorable than those applicable to such Continuing Employee either (if applicableA) immediately before the Company Merger Effective Time, and which severance and termination benefits are set forth in Schedule 6.9(a)(i) of the Company Disclosure Letter and (iii) employee benefits (excluding severance and termination benefits, defined benefit pension, post-employment health and welfare benefits, and change of control, retention incentive compensation) provided to each such Company Employee by the Company or other one-off awards (collectively, “Excluded Benefits”)) that are (A) substantially the same in the aggregate to the compensation and employee benefits to which such Continuing Employee was entitled its Subsidiaries immediately prior to the Company Merger Effective Time, Closing or (B) substantially the same in the aggregate to the compensation and employee benefits (excluding incentive compensation) provided to similarly-situated employees employed by Parent or any of its Subsidiaries, or (C) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(a) shall prevent Parent or any of Buyer and its Subsidiaries from converting to similarly situated employees. (b) Under the method employee benefit plans, programs and arrangements established or maintained by Buyer, the Company and their respective Affiliates in which Company Employees may be eligible to participate after the Closing (the “New Benefit Plans”), each Company Employee shall be credited for all purposes (including for purposes of payment eligibility to participate, vesting, benefit accrual and eligibility to receive benefits, but excluding benefit accrual for any Continuing Employee from salaried to an hourly basis defined benefit pension plans or vice versa. Parent hereby acknowledges that the transactions contemplated by this Agreement shall constitute a “change in control,” “change retiree medical benefits) for full or partial years of control” or term or concept of similar import of service with the Company and its Subsidiaries (including any of their respective predecessors); provided that such crediting of service shall not operate to duplicate any 34 benefit or the funding of any benefit. In addition, and without limiting the generality of the foregoing, (i) Buyer intends to conduct the enrollment (the timing of which remains in Buyer’s sole discretion) of Company Employees into any New Benefit Plans providing health or welfare benefits that replace coverage under the terms similar or comparable Benefit Plans of the Company or its Subsidiaries (such plans, collectively, the “Old Benefit Plans. From ”) in such a manner that there is no gap in Company Employees’ eligibility for such benefits and after (ii) for purposes of each New Benefit Plan providing medical, dental, pharmaceutical and/or vision benefits to any Company Employee, Buyer, the Company Merger Effective Timeand its Subsidiaries shall cause all preexisting condition exclusions of such New Benefit Plan to be waived for such Company Employee and his or her covered dependents, to the extent any such exclusions were waived or were inapplicable under any similar or comparable Old Benefit Plan. (c) This Section 4.08 shall be binding upon and inure solely to the benefit of each of the parties to this Agreement, and nothing in this Section 4.08, express or implied, shall confer upon any employee, or any legal representative or beneficiary thereof, any rights or remedies, including any right to employment or continued employment for any specified period, or compensation or benefits of any nature or kind whatsoever under this Agreement. Nothing in this Section 4.08, express or implied, shall be deemed to limit the right of Buyer, the Surviving Corporation shall honor all obligations and rights under Company or any of their respective Affiliates to (i) terminate the employment of any Company Benefit Plans Employee at any time, or (ii) change or modify any employee benefit plan or arrangement in accordance with their terms and under all employmentterms, severance, change in control, retention and other agreements, if any, between the Company (or a Subsidiary thereof) and a Continuing Employee, including, but not limited to, those Company Benefit Plans set forth on Schedule 6.9(a)(ii) shall be deemed an amendment of the Company Disclosure Letter, it being understood that the foregoing shall not be construed any plan providing benefits to limit any amendments or terminations otherwise permitted by the terms of the applicable arrangements.employee. Section 4.09

Employee Matters. (a) Parent agrees that for a period From the Effective Time through such later date as Fifth Third deems reasonably practicable (such date being referred to herein as the “Benefits Transition Date”), Fifth Third shall provide the employees of 12 months following First National Bankshares and its Subsidiaries as of the Company Merger Effective Time (or, if an applicable employee’s employment earlier terminates, through such date of termination) (the “Continuation PeriodCovered Employees”)) with employee benefits and compensation plans, programs and subject arrangements that are substantially similar, in the aggregate, to the last sentence of this Section 6.9(a)employee benefits and compensation plans, Parent shallprograms and arrangements provided by First National Bankshares or its Subsidiaries, or shall cause as the applicable Subsidiary of Parent tocase may be, provide each employee of the Company and its Subsidiaries who is an employee of the Company and its Subsidiaries to such employees immediately prior to the Closing and who continues in employment with Parent following the Closing (each, a “Continuing Employee”): (i) base salary or hourly wage rate, as applicable, and a target annual cash bonus opportunity, (ii) severance and termination benefits that are no less favorable than those applicable to such Continuing Employee (if applicable) immediately before the Company Merger Effective Time, and which severance and termination benefits are set forth in Schedule 6.9(a)(i) of the Company Disclosure Letter and (iii) employee benefits (excluding severance and termination benefits, defined benefit pension, post-employment health and welfare benefits, and change of control, retention or other one-off awards (collectively, “Excluded Benefits”)) that are (A) substantially the same in the aggregate to the compensation and employee benefits to which such Continuing Employee was entitled immediately prior to the Company Merger Effective Time, (B) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated employees employed by Parent or any of its Subsidiaries, or (C) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(a) shall prevent Parent or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versa. Parent hereby acknowledges that the transactions contemplated by this Agreement shall constitute a “change in control,” “change of control” or term or concept of similar import of the Company and its Subsidiaries under the terms of the Company Benefit Plans. From and after the Company Merger Benefits Transition Date, Fifth Third shall provide the Covered Employees with employee benefits and compensation plans, programs and arrangements (other than Fifth Third’s defined benefit pension plan, which has been frozen) that are substantially similar, in the aggregate, to those provided to similarly situated employees of Fifth Third and its Subsidiaries. Notwithstanding anything contained herein to the contrary, those employees of First National Bankshares and its Subsidiaries (other than temporary and/or co-operative employees) who do not have an employment, change in control or severance agreement and who are not employed by Fifth Third or who are terminated or voluntarily resign after being notified that, as a condition of employment, such employee must work at a location more than thirty (30) miles from such employee’s former location of employment or that such employee’s salary will be materially decreased, in any case and in both cases, within ninety (90) days after the Effective Time, and who sign and deliver a termination and release agreement in a form substantially similar to one of those attached hereto as Exhibit 6.7(a), shall be entitled to severance pay: (i) in the Surviving Corporation case of officers of First National Bankshares and all other exempt employees, equal to two (2) weeks of pay for each complete year of service (and a prorated amount for any partial year of service) with a minimum severance pay equal to (4) weeks pay; and (ii) in the case of all other employees, equal to one (1) week of pay for each complete year of service (and a prorated amount for any partial year of service) with a minimum severance pay equal to two (2) weeks of pay. For purposes of this Section 6.8, “service” shall honor all obligations include service with subsidiaries of First National Bankshares and rights under service with members of the Company Benefit Plans in accordance with their terms and under all employmentAffiliated Group of which First National Bankshares was a member prior to January 1, severance, change in control, retention and other agreements2004. The severance payment referred to above shall replace the First National Bankshares’ current severance pay plan, if any, between the Company (or a Subsidiary thereof) and a Continuing Employeenew severance pay plan will be in effect but in no event shall there be any duplication of severance pay. First National Bankshares shall cooperate with Fifth Third to comply with, includingand provide notices regarding, the Workers Adjustment and Retraining Act or any similar state or local law, including without limitation, providing notices to employees and government representatives. Nothing contained in this Section shall be construed or interpreted to limit or modify in any way Fifth Third’s at will employment policy. In no event shall severance pay or any severance period be taken into account in determining the amount of any other benefit (including but not limited to, those Company Benefit Plans set forth on Schedule 6.9(a)(ii) an individual’s benefit under any pension plan). If, by reason of the Company Disclosure Lettercontrolling plan document, it being understood that controlling law or otherwise, severance pay or any severance period is taken into account in determining any other benefit, the foregoing severance pay otherwise payable shall not be construed to limit any amendments or terminations otherwise permitted reduced by the terms present value of the applicable arrangementsadditional benefit determined under other benefit plans attributable to the severance pay or period.

Employee Matters. Parent will or will cause the Surviving Corporation to provide employees of the Company and its Subsidiaries (a“Company Employees”) as of the Closing Date with (i) salary and target bonus opportunities no less favorable than those in effect immediately prior to the Closing Date and (ii) other employee benefits that are substantially comparable in the aggregate to those provided by Parent agrees that to its similarly situated employees for a period of 12 months following the Company Merger Effective Time (orClosing Date. Parent further agrees that, if an applicable employee’s employment earlier terminates, through such date of termination) (from and after the “Continuation Period”), and subject to the last sentence of this Section 6.9(a)Closing Date, Parent shallwill, or shall will cause the applicable Subsidiary of Parent Surviving Corporation to, provide each employee of grant all Company Employees credit for any service with the Company and its Subsidiaries who is an employee of the Company and its Subsidiaries immediately prior to the Closing and who continues in employment with Parent following the Closing (each, a “Continuing Employee”): (i) base salary or hourly wage rate, as applicable, and a target annual cash bonus opportunity, (ii) severance and termination benefits that are no less favorable than those applicable to such Continuing Employee (if applicable) immediately before the Company Merger Effective Time, and which severance and termination benefits are set forth in Schedule 6.9(a)(i) of the Company Disclosure Letter and (iii) employee benefits (excluding severance and termination benefits, defined benefit pension, post-employment health and welfare benefits, and change of control, retention or other one-off awards (collectively, “Excluded Benefits”)) that are (A) substantially the same in the aggregate to the compensation and employee benefits to which such Continuing Employee was entitled immediately prior to the Company Merger Effective Time, (B) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated employees employed by Parent or any of its Subsidiaries, or (C) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(a) shall prevent Parent or any of its Subsidiaries from converting earned prior to the method Closing Date for eligibility and vesting purposes and for determining the amount of payment for benefits under any Continuing Employee from salaried to an hourly basis benefit or vice versa. Parent hereby acknowledges compensation plan, program, agreement or arrangement that the transactions contemplated may be established or maintained by this Agreement shall constitute a “change in control,” “change of control” or term or concept of similar import of the Company and its Subsidiaries under the terms of the Company Benefit Plans. From and after the Company Merger Effective TimeParent, the Surviving Corporation shall honor or any of their Affiliates on or after the Closing Date (the “New Plans”), other than with respect to benefit accrual under any defined benefit plans or as would result in a duplication of benefits. In addition, Parent will or will cause the Surviving Corporation to (a) waive all obligations pre-existing condition exclusion and rights actively-at-work requirements and similar limitations, eligibility waiting periods and evidence of insurability requirements under any New Plans to the extent waived or satisfied by an employee under any Plan as of the Closing Date, and (b) take into account any covered expenses incurred on or before the Closing Date by any Company Benefit Plans in accordance with their terms and under all employment, severance, change in control, retention and other agreements, if any, between the Company Employee (or a Subsidiary covered dependent thereof) for purposes of satisfying applicable deductible, coinsurance and a Continuing Employeemaximum out-of-pocket provisions after the Closing Date under any applicable New Plan. Parent and the Surviving Corporation will be solely responsible for any obligations arising under Section 4980B of the Code with respect to all “M&A qualified beneficiaries” as defined in Treasury Regulations Section 54.4980B-9. No provision of this Section 7.03 shall create any third party beneficiary rights in any Company Employee or any other current or former employee, including, but not limited to, those Company Benefit Plans set forth on Schedule 6.9(a)(ii) director or consultant of the Company Disclosure Letteror its Subsidiaries (other than a Party) in respect of continued employment (or resumed employment) or any other matter or shall be deemed an amendment of any Plan, it being understood that the foregoing shall not be construed to limit any amendments New Plan or terminations otherwise permitted by the terms of the applicable arrangementsany other employee benefit plan or agreement.

Employee Matters. (a) Parent agrees that for a For the period of 12 months following beginning at the Company Merger Effective Time (or, if an applicable employee’s employment earlier terminates, through such date and ending on December 31 of termination) the year in which the Closing occurs (the “Benefit Continuation Period”), and subject New Holdco shall, to the last sentence of this Section 6.9(a), Parent shall, or shall cause the fullest extent permitted by applicable Subsidiary of Parent toLaw, provide or cause to be provided to each employee individual who is employed as of the Company and Effective Time by Praxair or any of its Subsidiaries who is an employee or Listed Subsidiaries or by Linde or any of the Company and its Subsidiaries immediately prior to the Closing or Listed Subsidiaries and who continues in employment with Parent following remains employed by Praxair or any of its Subsidiaries or Listed Subsidiaries or by Linde or any of its Subsidiaries or Listed Subsidiaries (such employees collectively, the Closing (each, a “Continuing EmployeeAffected Employees”): ) (i) base salary or hourly wage rate, as applicable, and a target annual cash bonus opportunityin an amount substantially comparable to the base salary provided to the Affected Employee immediately prior to the Effective Time, (ii) severance and termination benefits an annual bonus opportunity that are no less favorable than those applicable is substantially comparable to such Continuing the annual bonus opportunity provided to the Affected Employee (if applicable) immediately before prior to the Company Merger Effective Time, and which severance and termination benefits are set forth in Schedule 6.9(a)(i) of the Company Disclosure Letter and (iii) other compensation opportunities and employee benefits (excluding severance and termination benefits, defined benefit pension, post-employment health and welfare benefits, and change of control, retention or other one-off awards (collectively, “Excluded Benefits”)) that are (A) substantially the same comparable in the aggregate to those provided to the compensation and employee benefits to which such Continuing Affected Employee was entitled immediately prior to the Company Merger Effective Time. Without limiting the generality of the foregoing, (B) substantially during the same Benefit Continuation Period New Holdco shall cause Praxair, its Subsidiaries or its Listed Subsidiaries or Linde, its Subsidiaries or its Listed Subsidiaries to provide to each Affected Employee who suffers a termination of employment by Praxair, Linde or their respective Subsidiaries or Listed Subsidiaries severance benefits in amounts and on terms and conditions no less favorable in the aggregate to such Affected Employee than such Affected Employee would have received under the compensation severance plans, programs, policies and employee benefits provided arrangements applicable to similarly-situated employees employed by Parent or any such Affected Employee as of its Subsidiaries, or (C) a combination of Closing. Notwithstanding the foregoing. For , the avoidance provisions of doubt, nothing in this Section 6.9(a6.14(a) shall prevent Parent not apply with respect to Affected Employees whose employment is governed by a collective bargaining or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versa. Parent hereby acknowledges that the transactions contemplated by this Agreement shall constitute a “change in control,” “change of control” or term or concept of similar import of the Company and its Subsidiaries under the terms of the Company Benefit Plans. From and after the Company Merger Effective Time, the Surviving Corporation shall honor all obligations and rights under the Company Benefit Plans in accordance with their terms and under all employment, severance, change in control, retention and other agreements, if any, between the Company (or a Subsidiary thereof) and a Continuing Employee, including, but not limited to, those Company Benefit Plans set forth on Schedule 6.9(a)(ii) of the Company Disclosure Letter, it being understood that the foregoing shall not be construed to limit any amendments or terminations otherwise permitted by the terms of the applicable arrangementsagreement.

Employee Matters. (a) Parent agrees that for For a period of 12 twelve months following the Company Merger Effective Time Closing (or, if an applicable employee’s employment earlier terminatesearlier, through such on the date of termination) (termination of employment of the “Continuation Period”), and subject to the last sentence of this Section 6.9(arelevant Continuing Employee), Parent shallshall provide, or shall cause the applicable Subsidiary of Parent toto be provided, provide to each employee of any of the Company and its Subsidiaries who is an employee members of the Company and its Subsidiaries Group immediately prior to the Closing and who continues in employment with Parent remains employed by the Company Group immediately following the Closing (each, each a “Continuing Employee”): ), (i) annual base salary or hourly wage rate, as applicablebase wages, and a target annual short-term cash bonus opportunityincentive compensation opportunities, (ii) severance and termination benefits in each case, that are no less favorable than those applicable such annual base salary or base wages and short-term cash incentive compensation opportunities provided to such Continuing Employee immediately prior to the Closing (if applicableprovided any actions taken in violation or breach of Section 7.2(b) immediately before the Company Merger Effective Timeshall not be taken into account), and which severance and termination benefits are set forth in Schedule 6.9(a)(i) of the Company Disclosure Letter and (iiiii) employee benefits (excluding severance and termination benefitsother than equity or equity-based compensation, defined benefit pension, postdeferred compensation, retention, long-employment health and welfare benefitsterm cash incentive compensation, and change of control, retention transaction bonuses or other one-off awards similar arrangements and retiree welfare benefits (collectively, the “Excluded Benefits”)) that are (A) substantially the same comparable in the aggregate to (A) the compensation and employee benefits (other than the Excluded Benefits) provided to which such Continuing Employee was entitled immediately prior to the Closing under the Company Merger Effective TimePlans set forth on Schedule 3.18(a) of the Company Disclosure Schedule, (B) substantially the same in the aggregate to the compensation and employee benefits provided (other than the Excluded Benefits) offered to similarly-similarly situated employees employed by of Parent or any of its Subsidiaries, or (C) a combination of the foregoing. clauses “(A)” and “(B).” For the avoidance purposes of doubteligibility, nothing in this Section 6.9(a) shall prevent Parent vesting, and with respect to vacation entitlement and severance, level of benefits (but not benefit accrual under defined benefit plans or any of its Subsidiaries from converting the method of payment for any purpose under any Excluded Benefits) under the employee benefit plans of Parent providing benefits to Continuing Employees after the Closing (the “Parent Plans”), Parent shall credit each Continuing Employee from salaried to an hourly basis with his or vice versa. Parent hereby acknowledges that the transactions contemplated by this Agreement shall constitute a “change in control,” “change her years of control” or term or concept of similar import service with any member of the Company Group and its Subsidiaries any predecessor entities, to the same extent as such Continuing Employee was entitled immediately prior to the Closing to credit for such service under the terms of corresponding Company Plan in which such Continuing Employee participated immediately prior to the Company Benefit Plans. From and after the Company Merger Effective TimeClosing; provided, the Surviving Corporation shall honor all obligations and rights under the Company Benefit Plans in accordance with their terms and under all employmenthowever, severance, change in control, retention and other agreements, if any, between the Company (or a Subsidiary thereof) and a Continuing Employee, including, but not limited to, those Company Benefit Plans set forth on Schedule 6.9(a)(ii) of the Company Disclosure Letter, it being understood that the foregoing shall not be construed apply to limit any amendments the extent that its application would result in a duplication of benefits or terminations otherwise permitted by the terms of the applicable arrangementscompensation.

Employee Matters. (a) Parent agrees that for a period As of 12 months following the Company Merger Effective Time, Seller shall terminate all of its employees at the Hospital, and Purchaser shall hire all such employees commencing as of the Effective Time (or, if an applicable employee’s employment earlier terminates, through such date of termination) (the “Continuation Period”), in positions and subject to the last sentence of this Section 6.9(a), Parent shall, or shall cause the applicable Subsidiary of Parent to, provide each employee of the Company and its Subsidiaries who is an employee of the Company and its Subsidiaries at compensation levels consistent with those being provided by Seller immediately prior to the Closing Effective Time. Compensation levels will be maintained for a minimum of ninety (90) days after which compensation levels may be adjusted to be consistent with the compensation guidelines of the Purchaser. Nothing herein shall be deemed to affect or limit in any way normal management prerogatives of Purchaser with respect to employees or to create or grant to any such employees third party beneficiary rights or claims of any kind or nature. Within the period of ninety (90) days before the Closing, Seller shall not, and who continues in employment with Parent within the ninety (90) days following the Closing, Purchaser shall not: (1) permanently or temporarily shut down a single site of employment, or one or more facilities or operating units within a single site of employment, if the shutdown results in an employment loss during any thirty (30) day period at the single site of employment for fifty (50) or more employees, excluding any part-time employees; or (2) have a mass layoff at a single site of employment of at least thirty-three percent (33%) of the active employees and at least fifty (50) employees, excluding part-time employees. The terms “single site of employment,” “operating unit,” “employment loss” and “mass layoff” shall be defined as in the Workers Adjustment Retraining and Notification Act (the “WARN Act”). With respect to terminations of employees following the Closing, Purchaser shall be responsible for any notification required under the WARN Act. In respect of the employees employed by Purchaser, Purchaser or Purchaser’s employee benefit plans shall provide such employees with employee benefits consistent with the benefits generally offered to similarly situated employees of Purchaser or its affiliates and, to the extent such benefits are based, in whole or in part, on service with Purchaser or its affiliate, Purchaser or Purchaser’s employee benefit plans shall recognize the existing seniority and service with Seller and Commonly Controlled Entities of all such employees for benefits purposes and shall provide credit under such plans for purposes of determining eligibility and vesting and the rate of benefit accrual (but not actual benefit accrual); provided, however, that no such credit need be given in respect of any new plan commenced or participated in by Purchaser in which no prior service credit is given or recognized to or for other plan beneficiaries. In extending such benefits, Purchaser shall waive pre-existing conditions limitations in Purchaser’s welfare benefit plans which might otherwise apply to such employees except to the extent employees have not satisfied such limitations under the current welfare benefit plans of Seller. To the extent Purchaser can do so under its existing employee welfare plans, Purchaser will credit such employees for deductibles and co-pays paid under Seller’s welfare plans for the plan year that includes the Closing (each, Date. The existing Purchaser 401(k) defined contribution plan shall accept rollovers by such employees from a “Continuing Employee”): Seller plan provided (i) base salary such rollover is in cash (or hourly wage rate, as applicable, cash and a target annual cash bonus opportunity, the employee’s promissory note in the case of an employee with an outstanding participant loan) and (ii) severance and termination benefits that are no less favorable than those applicable to such Continuing Employee (if applicable) immediately before the Company Merger Effective Time, and which severance and termination benefits are set forth in Schedule 6.9(a)(i) Purchaser is provided a written declaration from the administrator of the Company Disclosure Letter and Seller plan that such distribution is an “eligible rollover distribution” under the Code. Additionally, Purchaser shall credit each Hired Employee with such employee’s accrued extended illness benefit as of the Effective Time (iii“EIB”) employee benefits (excluding severance and termination benefits, defined benefit pension, post-employment health and welfare benefits, and change up to a maximum of control, retention or other one-off awards (collectively, “Excluded Benefits”)) that are (A) substantially the same in the aggregate 168 hours. All such use of a Hired Employee’s EIB hours shall be subject to the compensation and employee benefits to which such Continuing Employee was entitled immediately prior to the Company Merger Effective Time, (B) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated employees employed by Parent or any of its Subsidiaries, or (C) a combination restrictions under Seller’s policy existing as of the foregoing. For the avoidance date of doubt, nothing in this Section 6.9(a) shall prevent Parent or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versa. Parent hereby acknowledges that the transactions contemplated by this Agreement shall constitute a “change in control,” “change of control” or term or concept of similar import of the Company and its Subsidiaries under the terms of the Company Benefit Plans. From and after the Company Merger Effective Time, the Surviving Corporation shall honor all obligations and rights under the Company Benefit Plans in accordance with their terms and under all employment, severance, change in control, retention and other agreements, if any, between the Company (or a Subsidiary thereof) and a Continuing Employee, including, but not limited to, those Company Benefit Plans set forth on Schedule 6.9(a)(ii) of the Company Disclosure Letter, it being understood that the foregoing shall not be construed to limit any amendments or terminations otherwise permitted by the terms of the applicable arrangementsAgreement.

Employee Matters. (a) Parent agrees that for a period Subject to the provisions of 12 months following the Company Merger Effective Time (or, if an applicable employee’s employment earlier terminates, through such date of termination) (the “Continuation Period”contracts listed in Schedule 3.1(p), and subject nothing contained in this Agreement shall be deemed to the last sentence of this Section 6.9(a), Parent shall, or shall cause the applicable Subsidiary of Parent to, provide each give any employee of the Company and or any of its Subsidiaries who is an subsidiaries the right to be retained in the employ of the Company or any of its subsidiaries after the Closing Date, to retain the same salary, job responsibility or job location, or interfere with the right of the Company to terminate any employee of the Company and its Subsidiaries immediately prior to the Closing and who continues in employment with Parent following the Closing (each, a “Continuing Employee”): (i) base salary or hourly wage rate, as applicable, and a target annual cash bonus opportunity, (ii) severance and termination benefits that are no less favorable than those applicable to such Continuing Employee (if applicable) immediately before the Company Merger Effective Time, and which severance and termination benefits are set forth in Schedule 6.9(a)(i) of the Company Disclosure Letter and (iii) employee benefits (excluding severance and termination benefits, defined benefit pension, post-employment health and welfare benefits, and change of control, retention or other one-off awards (collectively, “Excluded Benefits”)) that are (A) substantially the same in the aggregate to the compensation and employee benefits to which such Continuing Employee was entitled immediately prior to the Company Merger Effective Time, (B) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated employees employed by Parent or any of its Subsidiariessubsidiaries at any time. After the Closing Date and subject to Applicable Law and the terms of any Employee Benefit Plan, Buyer may amend, modify, or terminate any Employee Benefit Plan in existence prior to the Closing. Except as specifically provided herein (Cincluding in Section 7.7 hereof) a combination and without limiting the obligations and liabilities of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(a) shall prevent Parent Company or any of its Subsidiaries from converting the method subsidiaries arising by operation of payment for any Continuing Employee from salaried to an hourly basis law or vice versa. Parent hereby acknowledges that the transactions contemplated by this Agreement shall constitute a “change in control,” “change of control” or term or concept of similar import of the Company and its Subsidiaries under the terms of this Agreement, after the Closing, the Company Benefit Plansand each of its subsidiaries is and shall remain liable for and the Company and each of its subsidiaries and Buyer shall be responsible for and shall promptly discharge all liabilities, duties and claims (by or to an Employee, Former Employee, Beneficiary, Governmental Entity or otherwise) arising out of or relating to the employment relationship between the Company or any of its subsidiaries and an Employee or Former Employee, whether made to or imposed upon the Company or any of its subsidiaries, or any Selling Stockholder (or any Affiliate thereof) or Buyer, including, without limitation, liabilities, duties and claims: (i) for deferred compensation, incentive compensation, retirement benefits, health and life benefits, severance arrangements and benefits, disability benefits and other fringe benefits under any employee benefit plan, fund, program, arrangement, policy or practice; (ii) relating to continuation health coverage pursuant to ss.4980B of the Code and Title I, Subtitle B, Part 6 of ERISA; (iii) for unemployment and workers' compensation or similar benefits; and (iv) to file any and all annual reports, filings or notices that may be required to be filed with Governmental Entities or provided to participants and beneficiaries after the Closing. From In addition, with respect to any welfare benefit plans (as defined in Section 3(1) of ERISA) maintained or established by Buyer, the Company or any of its subsidiaries or any Affiliate of any of the foregoing for the benefit of Employees and Beneficiaries on and after the Company Merger Effective TimeClosing Date, the Surviving Corporation Buyer shall honor all obligations and rights under the Company Benefit Plans in accordance with their terms and under all employment, severance, change in control, retention and other agreements, if any, between the Company (or a Subsidiary thereof) and a Continuing Employee, including, but not limited to, those Company Benefit Plans set forth on Schedule 6.9(a)(ii) of the Company Disclosure Letter, it being understood that the foregoing shall not cause there to be construed to limit waived any amendments or terminations otherwise permitted by the terms of the applicable arrangementspre-existing condition limitations.

Employee Matters. (a) Parent agrees that for a period of 12 months following the Company Merger Effective Time (orSubject to any applicable Labor Agreements, if an applicable employee’s employment earlier terminatesuntil December 31, through such date of termination) 2017 (the “Continuation Period”), Parent shall, and subject shall cause the Surviving Corporation to, provide (i) base salary and annual cash bonus opportunities to each person who is an employee of the Company or any of its Subsidiaries immediately prior to the last sentence Effective Time (each, a “Continuing Employee”) that are no less favorable, in each case, than those in effect immediately prior to the Effective Time, (ii) severance benefits to each Continuing Employee that are no less favorable than those that would have been provided to such Continuing Employee under the applicable severance benefit plans, programs, policies, agreements and arrangements as in effect on the date hereof and (iii) employee benefit plans and arrangements (other than base salary, annual bonus and long-term incentive opportunities, severance benefits and employee stock purchase plan benefits) to Continuing Employees that are substantially comparable in the aggregate to those provided to the Continuing Employees immediately prior to the Effective Time, in the case of this clauses (i) and (iii), except to the extent such Continuing Employee’s employment with Parent or its Affiliates is terminated prior to the end of the Continuation Period. In addition, Parent shall, and shall cause the Surviving Corporation to, provide a 2017 long-term incentive award to each Continuing Employee employed by Parent or its Subsidiaries at the time annual long-term awards are made generally that is no less favorable than the greater of (A) the long-term incentive award made to similarly situated employees of Parent generally or (B) the ordinary course long-term incentive award made by the Company to such employee for 2016, as adjusted in a manner consistent with Parent’s long-term plan for the performance of the Surviving Corporation’s business operations relative to peer group companies. (b) Without limiting the generality of Section 6.9(a5.08(a), from and after the Effective Time, Parent shall, or shall cause the Surviving Corporation to, honor in accordance with their terms all the Company Plans as in effect at the Effective Time, it being understood that the foregoing shall not limit the right of Parent and its Subsidiaries, including the Surviving Corporation, to amend any Company Plan in accordance with its terms. Parent hereby acknowledges that the consummation of the Transactions constitutes a “change in control” or “change of control” (or a term of similar import) for purposes of any Company Plan that contains a definition of “change in control” or “change of control” (or a term of similar import), as applicable. 46 (c) With respect to all employee benefit plans of the Surviving Corporation and its Subsidiaries, including any “employee benefit plan” (as defined in Section 3(3) of ERISA) (including any vacation, paid time-off and severance plans), for all purposes (except as set forth below), including determining eligibility to participate, level of benefits, vesting and benefit accruals, each Continuing Employee’s service with the Company or any of its Subsidiaries (as well as service with any predecessor employer of the Company or any such Subsidiary, to the extent service with the predecessor employer was recognized by the Company or such Subsidiary) shall be treated as service with the Surviving Corporation or any of its Subsidiaries (or in the case of a transfer of all or substantially all the assets and business of the Surviving Corporation, its successors and assigns); provided, however, that such service need not be recognized (i) to the extent that such recognition would result in any duplication of benefits for the same period of service, (ii) for any purpose under any defined benefit retirement plan, retiree welfare plan, equity-based incentive plan or long-term incentive plan, (iii) to the extent not recognized by the Company for similar purposes, or (iv) for purposes of any plan, program or arrangement (x) under which similarly situated employees of Parent and its Subsidiaries do not receive credit for prior service or (y) that is grandfathered or frozen, either with respect to level of benefits or participation. (d) Without limiting the generality of Section 5.08(a), Parent shall, or shall cause the applicable Subsidiary of Parent Surviving Corporation to, provide each employee use commercially reasonable efforts to waive, or cause to be waived, any pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods under any welfare benefit plan maintained by the Surviving Corporation or any of the Company and its Subsidiaries who is an employee of in which Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Effective Time, except to the extent that such pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods would not have been satisfied or waived under the comparable Company and its Subsidiaries Plan immediately prior to the Closing Effective Time. Parent shall, or shall cause the Surviving Corporation to, use commercially reasonable efforts to recognize the dollar amount of all co-payments, deductibles and who continues similar expenses incurred by each Continuing Employee (and his or her eligible dependents) during the calendar year in employment with Parent following which the Closing Effective Time occurs for purposes of satisfying such year’s deductible and co-payment limitations under the relevant welfare benefit plans in which they will be eligible to participate from and after the Effective Time. (eache) The provisions of this Section 5.08 are solely for the benefit of the parties to this Agreement, a “Continuing Employee”): and no provision of this Section 5.08 (i) base salary is intended to, or hourly wage rateshall, as applicable, and a target annual cash bonus opportunityconstitute the establishment or adoption of or an amendment to any employee benefit plan for purposes of ERISA or otherwise, (ii) severance and termination benefits that are no less favorable than those applicable to such Continuing Employee (if applicable) immediately before the Company Merger Effective Time, and which severance and termination benefits are set forth in Schedule 6.9(a)(i) of the Company Disclosure Letter and (iii) employee benefits (excluding severance and termination benefits, defined benefit pension, post-employment health and welfare benefits, and change of control, retention or other one-off awards (collectively, “Excluded Benefits”)) that are (A) substantially the same in the aggregate to the compensation and employee benefits to which such Continuing Employee was entitled immediately prior to the Company Merger Effective Time, (B) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated employees employed by Parent or any of its Subsidiaries, or (C) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(a) shall prevent obligates Parent or any of its Subsidiaries from converting (including the method Surviving Corporation) to retain the employment of payment for any Continuing Employee from salaried to an hourly basis or vice versa. Parent hereby acknowledges that the transactions contemplated by this Agreement shall constitute a “change in control,” “change of control” or term or concept of similar import particular employee of the Company and or any of its Subsidiaries under following the terms Effective Time or (iii) results in any current or former director, employee, consultant or any other individual associated therewith being regarded for any purpose as a third party beneficiary of this Agreement or have the Company Benefit Plansright to enforce the provisions hereof. From and after the Company Merger Effective Time, the Surviving Corporation shall honor all obligations and rights under the Company Benefit Plans in accordance with their terms and under all employment, severance, change in control, retention and other agreements, if any, between the Company (or a Subsidiary thereof) and a Continuing Employee, including, but not limited to, those Company Benefit Plans set forth on Schedule 6.9(a)(ii) of the Company Disclosure Letter, it being understood that the foregoing shall not be construed to limit any amendments or terminations otherwise permitted by the terms of the applicable arrangements47 SECTION 5.09.

Employee Matters. (a) Parent agrees that for a period of 12 months For one (1) year following the Company Merger Effective Time Closing Date (or, if earlier, an applicable employeeCompany Employee’s employment earlier terminates, through such date of termination) (the “Continuation Period”termination date), and subject to the last sentence of this Section 6.9(a), Parent shall, Purchaser shall provide or shall cause the applicable Subsidiary of Parent to, provide each employee of Company and/or the Company and its Subsidiaries who is an employee to provide to all Company Employees as of the Company and its Subsidiaries immediately prior to the Closing and who continues in employment with Parent following the Closing (each, a “Continuing EmployeeEmployees”): ) (i) base a salary or hourly wage rate, as applicable, level and a target annual cash bonus opportunity, (ii) severance and termination benefits that are no less favorable than those applicable to such Continuing Employee (if applicable) immediately before the Company Merger Effective Time, and which severance and termination benefits are set forth in Schedule 6.9(a)(i) of the Company Disclosure Letter and (iii) employee benefits opportunity (excluding severance and termination benefitsany equity-based compensation, defined benefit pension, post-employment health and welfare pension benefits, and change of control, retention or other one-off awards (collectively, “Excluded Benefits”)) that are (A) substantially the same in the aggregate to the compensation and employee benefits to which such Continuing Employee was entitled immediately prior to the Company Merger Effective Time, (B) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated employees employed by Parent or any of its Subsidiaries, or (C) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(a) shall prevent Parent or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versa. Parent hereby acknowledges that the transactions contemplated by this Agreement shall constitute a “change in control,” “change of control” or term or concept of similar import of the Company and its Subsidiaries under the terms of the Company Benefit Plans. From and after the Company Merger Effective Time, the Surviving Corporation shall honor all obligations and rights under the Company Benefit Plans in accordance with their terms and under all employment, severance, change in control, retention bonuses or similar types of payments and other agreementssupplemental retirement benefits) substantially equivalent to the salary or wage level and target cash bonus opportunity to which they were entitled immediately prior to the date hereof, if anybut with incentive compensation as determined by Purchaser in its sole discretion and (ii) employee benefits (excluding any defined benefit pension, between equity or equity-based, and post-termination or retiree health or welfare benefits) that are substantially comparable, in the aggregate, to such employee benefits provided to the Company Employees (or as a Subsidiary thereofgroup) and a Continuing Employee, including, immediately prior to the date hereof. Notwithstanding the foregoing sentence (but not limited toin limitation thereof), those following the Closing Date, the Company Benefit Plans set forth on Schedule 6.9(a)(iimay modify or terminate or cause to be modified or terminated the employment of any Company Employee subject to following adequate procedures under applicable Law and payment and satisfaction of severance benefits, notice, termination payments and any other entitlements of such Company Employee in connection with such termination to the extent obligated under any applicable employment Contract, collective bargaining agreement or Law. Notwithstanding the preceding provisions, the terms and conditions of employment (including with respect to employee benefits) of any Company Employee whose employment is the Company Disclosure Letter, it being understood that the foregoing subject of a collective bargaining agreement shall not be construed to limit any amendments or terminations otherwise permitted solely controlled by the terms of the applicable arrangements.Labor Agreement or Law. Notwithstanding anything in this Agreement to the contrary, the terms and conditions of employment for any employees covered by a Labor Agreement shall be governed by the applicable Labor Agreement until the expiration, modification or termination of such Labor Agreement in accordance with its terms or applicable Law. The Company and Company Subsidiaries shall fully and in a timely fashion satisfy any notice, consultation or bargaining obligations owed to their employees or their employees’ representatives under applicable Law, Labor Agreement, or other Contract, in connection with the transactions contemplated by this Agreement. 66

Employee Matters. (a) Parent agrees that for a period All individuals employed by, or on an authorized leave of 12 months absence from, CB at the Effective Time and thereafter until immediately before the effective time of the Holding Company Merger shall automatically become employees of the Surviving Corporation as of the effectiveness of the Holding Company Merger. All individuals employed by, or on an authorized leave of absence from, Cornerstone Bank immediately before the effective time of the Bank Merger (collectively, the “Covered Employees”) shall automatically become employees of the Surviving Bank as of the Effective Time of the Bank Merger. Immediately following the Company Merger Effective Time (or, if an applicable employee’s employment earlier terminates, through such date of termination) (the “Continuation Period”), and subject to the last sentence of this Section 6.9(a), Parent shall, or shall cause the applicable Subsidiary of Parent to, provide each employee of the Company and its Subsidiaries who is an Bank Merger, Surviving Bank shall provide to those Covered Employees employee benefits, rates of the Company and its Subsidiaries immediately prior to the Closing and who continues in employment with Parent following the Closing (each, a “Continuing Employee”): (i) base salary or hourly wage rateand annual bonus opportunities that are substantially similar, in the aggregate, to the aggregate rates of base salary or hourly wage and the aggregate employee benefits and annual bonus opportunities provided to similarly situated employees of Providence Bank; provided, however, that, notwithstanding the foregoing, nothing contained herein shall (i) be treated as an amendment of any particular CB Benefit Plan, (ii) give any third party any right to enforce the provisions of this Section 6.5, (iii) limit the right of the Surviving Bank to terminate the employment of any Covered Employee at any time or require the Surviving Bank to provide any such employee benefits, rates of base salary or hourly wage or annual bonus opportunities for any period following any such termination or (iv) obligate CB, Cornerstone Bank, Holdco or the Surviving Bank to (A) maintain any particular CB Benefit Plan or (B) retain the employment of any particular Covered Employee. Each Covered Employee shall be given credit for his or her full years of service with CB or Cornerstone Bank, as applicable, for purposes of (i) entitlement to vacation and a target annual cash bonus opportunitysick leave and for participation in all of Holdco’s or Providence Bank’s welfare, insurance and other fringe benefit plans, and (ii) severance eligibility for participation and termination benefits that are no less favorable than those applicable to such Continuing Employee (if applicable) immediately before the Company Merger Effective Time, and which severance and termination benefits are set forth vesting in Schedule 6.9(a)(i) of the Company Disclosure Letter and (iii) employee benefits (excluding severance and termination benefits, defined benefit pension, post-employment health and welfare benefits, and change of control, retention Holdco’s or other one-off awards (collectively, “Excluded Benefits”)) that are (A) substantially the same in the aggregate to the compensation and employee benefits to which such Continuing Employee was entitled immediately prior to the Company Merger Effective Time, (B) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated employees employed by Parent or any of its Subsidiaries, or (C) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(a) shall prevent Parent or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versa. Parent hereby acknowledges that the transactions contemplated by this Agreement shall constitute a “change in control,” “change of control” or term or concept of similar import of the Company and its Subsidiaries under the terms of the Company Benefit Plans. From and after the Company Merger Effective Time, the Surviving Corporation shall honor all obligations and rights under the Company Benefit Plans in accordance with their terms and under all employment, severance, change in control, retention and other agreements, if any, between the Company (or a Subsidiary thereofProvidence Bank’s 401(k) and a Continuing Employee, including, but not limited to, those Company Benefit Plans set forth on Schedule 6.9(a)(ii) of the Company Disclosure Letter, it being understood that the foregoing shall not be construed to limit any amendments or terminations otherwise permitted by the terms of the applicable arrangementspension plans.

Employee Matters. (a) Parent agrees that Except as provided in this Section 7.3, for a period beginning on the Closing Date and continuing thereafter until the end of 12 months following the Company Merger Effective Time (or, if an applicable employee’s employment earlier terminates, through such date of termination) calendar year 2018 (the “Continuation Period”), Parent shall provide, or shall cause the Surviving Corporation and subject its Subsidiaries to provide, Employees as of immediately prior to the last sentence Effective Time who continue employment with Parent or any of this its Subsidiaries, including the Surviving Corporation, at or following the Closing (the 56 “Continuing Employees”) with employee benefits (excluding compensation and equity-based compensation) that are (i) with respect to employee benefits that were elected for the Continuation Period during the Company’s annual enrollment period recently ended, the same as those in effect for such Continuing Employees immediately prior to the Closing, and (ii) with respect to employee benefits that were not elected for the Continuation Period during the Company’s annual enrollment period recently ended, comparable in the aggregate to those in effect for such Continuing Employees immediately prior to the Closing; provided that until the one year anniversary of the Closing Date, Parent and the Surviving Corporation shall keep in effect all severance plans, practices and policies that are applicable to employees of the Company and its Subsidiaries as of the date hereof and set forth on Section 6.9(a)7.3(a) of the Company Disclosure Letter. During the Continuation Period, Parent shall, or shall cause the applicable Subsidiary of Parent Surviving Corporation and its Subsidiaries to, provide each employee of the Continuing Employees coverage under the same Company and its Subsidiaries who is an employee of the Company and its Subsidiaries immediately prior to the Closing and who continues in employment with Parent following the Closing (each, a “Continuing Employee”): (i) base salary or hourly wage rate, as applicable, and a target annual cash bonus opportunity, (ii) severance and termination benefits that are no less favorable than those applicable to such Continuing Employee (if applicable) immediately before the Company Merger Effective Time, and which severance and termination benefits are Plans set forth in Schedule 6.9(a)(iSection 7.3(a) of the Company Disclosure Letter and (iii) employee benefits (excluding severance and termination benefits, defined benefit pension, post-employment health and welfare benefits, and change of control, retention or other one-off awards (collectively, “Excluded Benefits”)) that are (A) substantially the same as were in the aggregate to the compensation and employee benefits to which such Continuing Employee was entitled effect immediately prior to the Company Merger Effective Time, (B) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated employees employed by Parent or any of its Subsidiaries, or (C) a combination of the foregoingClosing Date. For the avoidance of doubt, nothing in this Section 6.9(a) shall prevent Parent or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versa. Parent hereby acknowledges that the transactions contemplated by this Agreement shall constitute a “change in control,” “change of control” or term or concept of similar import of the Company and its Subsidiaries under the terms of the Company Benefit Plans. From and after the Company Merger Effective Time, the Surviving Corporation shall honor all obligations and rights under the Company Benefit Plans in accordance with their terms and under all employment, severance, change in control, retention and other agreements, if any, between the Company (or a Subsidiary thereof) and a Continuing Employee, including, but not limited to, those Company Benefit Plans Except as set forth on Schedule 6.9(a)(iiin Section 7.3(a) of the Company Disclosure Letter, it being understood that the foregoing nothing herein shall not be construed deemed to limit the right of Parent or any amendments of their respective Affiliates to (i) terminate the employment of any Continuing Employee at any time, (ii) change or terminations otherwise permitted by modify the terms or conditions of employment for any Continuing Employee to the applicable arrangementsextent such change is not inconsistent with the provisions of this Section 7.3 or (iii) change or modify any Company Plan or other employee benefit plan or arrangement in accordance with its terms; provided that such change or modification does not otherwise violate the requirements of this Section 7.3.

Employee Matters. Section 3.20(a) of the Portables Disclosure Letter contains a complete and accurate list of the following information for Portables' employees, managers, directors, independent contractors, consultants and agents, including each employee on leave of absence (aincluding, without limitation, short- or long-term disability leave and FMLA leave) Parent agrees or layoff status, as of June 30, 2011: name; job title; date of hiring or engagement; date of commencement of employment or engagement; current compensation paid or payable and any change in compensation since January 1, 2010; sick and vacation leave that is accrued but unused; and service credited for a period purposes of 12 months following the Company Merger Effective Time (vesting and eligibility to participate under any Portables Benefit Plans. There are no Actions pending or, if an applicable employee’s employment earlier terminates, through such date of termination) (the “Continuation Period”), and subject to the last sentence knowledge of this Section 6.9(a)Portables or CNCG, Parent shall, threatened involving Portables or shall cause the applicable any Portables Subsidiary and any of Parent to, provide each employee of the Company and its Subsidiaries who is their respective employees or former employees (with respect to their status as an employee of the Company and its Subsidiaries immediately prior to the Closing and who continues in employment with Parent following the Closing (eachor former employee, a “Continuing Employee”): as applicable) including any harassment, discrimination, retaliatory act or similar claim. To Portables' or CNCG's knowledge, since January 1, 2008, there has been: (i) base salary no labor union organizing or hourly wage rateattempting to organize any employee of Portables or any of the Portables Subsidiaries into one or more collective bargaining units with respect to their employment with Portables or any of the Portables Subsidiaries; and (ii) no labor dispute, strike, work slowdown, work stoppage or lock out or other collective labor action by or with respect to any employees of Portables or any of the Portables Subsidiaries is pending with respect to their employment with Portables or any of the Portables Subsidiaries or threatened against Portables or any of the Portables Subsidiaries. Neither Portables nor any of the Portables Subsidiaries is a party to, or bound by, any collective bargaining agreement or other agreement with any labor organization applicable to the employees of Portables or any of the Portables Subsidiaries and no such agreement is currently being negotiated. Except as applicableset forth on Section 3.20(c) of the Portables Disclosure Letter, Portables and the Portables Subsidiaries (i) are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, health and safety and wages and hours, including laws relating to discrimination, disability, labor relations, hours of work, payment of wages and overtime wages, pay equity, immigration, workers compensation, working conditions, employee scheduling, occupational safety and health, family and medical leave, and a target annual cash bonus opportunityemployee terminations, and have not received notice, in any form, that there is any Action involving unfair labor practices against Portables or any of the Portables Subsidiaries pending, (ii) severance and termination benefits that are no less favorable than those applicable not liable for any arrears of wages or any penalty for failure to such Continuing Employee (if applicable) immediately before the Company Merger Effective Time, and which severance and termination benefits are set forth in Schedule 6.9(a)(i) comply with any of the Company Disclosure Letter foregoing, and (iii) employee benefits (excluding severance and termination are not liable for any payment to any trust or to any Governmental Authority with respect to unemployment compensation benefits, defined benefit pension, post-employment health and welfare benefits, and change of control, retention social security or other one-off awards benefits or obligations for employees, independent contractors or consultants (collectively, “Excluded Benefits”)) that are (A) substantially the same other than routine payments to be made in the aggregate ordinary course of business and consistent with past practice). Without limiting the foregoing, neither Portables nor any Portables Subsidiary has any liability with respect to the compensation and employee benefits to which such Continuing Employee was entitled immediately prior to the Company Merger Effective Time, any misclassification of any Person as (Bi) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated employees employed by Parent or any of its Subsidiariesan independent contractor rather than as an employee, or (Cii) a combination an employee exempt from any overtime Law or regulation. There are no Actions pending or, to the knowledge of the foregoing. For the avoidance of doubtPortables, nothing in this Section 6.9(a) shall prevent Parent threatened against Portables or any Portables Subsidiary brought by or on behalf of its Subsidiaries from converting the method of payment any applicant for any Continuing Employee from salaried to an hourly basis or vice versa. Parent hereby acknowledges that the transactions contemplated by this Agreement shall constitute a “change in control,” “change of control” or term or concept of similar import of the Company and its Subsidiaries under the terms of the Company Benefit Plans. From and after the Company Merger Effective Time, the Surviving Corporation shall honor all obligations and rights under the Company Benefit Plans in accordance with their terms and under all employment, severanceany current or former employee, change any Person alleging to be a current or former employee, or any Governmental Authority, relating to any such Law or regulation, or alleging breach of any express or implied contract of employment, wrongful termination of employment, or alleging any other discriminatory, wrongful or tortuous conduct in control, retention and other agreements, if any, between connection with the Company (or a Subsidiary thereof) and a Continuing Employee, including, but not limited to, those Company Benefit Plans set forth on Schedule 6.9(a)(ii) of the Company Disclosure Letter, it being understood that the foregoing shall not be construed to limit any amendments or terminations otherwise permitted by the terms of the applicable arrangementsemployment relationship.

Employee Matters. (a) Parent agrees that for For a period commencing at Closing and ending on the one (1)-year anniversary of 12 months following the Company Merger Effective Time Closing Date (or, but not beyond the termination of the relevant employee if an applicable employee’s employment earlier terminates, through such date of termination) (the “Continuation Period”sooner), and subject to the last sentence of this Section 6.9(a), Parent Purchaser shall, or shall cause one of its direct or indirect Subsidiaries (including, following Closing, the applicable Subsidiary of Parent Company) to, provide each employee the employees of the Company and its Subsidiaries who is an employee as of Closing (collectively, the “Company Employees”) with (i) a base salary or wage rate and its Subsidiaries annual cash incentive compensation target that are, in the aggregate, substantially comparable to the base salary or wage rate and annual cash incentive compensation target as in effect with respect to such Company Employee immediately prior to the Closing Closing; and who continues in employment with Parent following the Closing (each, a “Continuing Employee”): (i) base salary or hourly wage rate, as applicable, and a target annual cash bonus opportunity, (ii) severance and termination benefits that are no less favorable than those applicable to such Continuing Employee (if applicable) immediately before the Company Merger Effective Time, and which severance and termination benefits are set forth in Schedule 6.9(a)(i) of the Company Disclosure Letter and (iii) employee benefits (excluding severance and termination benefitsany incentive compensation not consistent with historical norms, deferred compensation, defined benefit pensionbenefit, retiree or post-employment termination health and or welfare benefitsbenefit, and change of controlin control bonus, transaction bonus, retention and equity or other oneequity-off awards (collectively, “Excluded Benefits”)based arrangements) that are are, in the aggregate, substantially comparable to either (x) those provided to the Company Employees under the Company Benefit Plans as of the Closing (excluding any incentive compensation not consistent with historical norms deferred compensation, defined benefit, retiree or post-termination health or welfare benefit, change in control bonus, transaction bonus, retention and equity or equity-based arrangements), or (y) those provided to employees of Purchaser and its Affiliates (excluding deferred compensation, defined benefit, retiree or post-termination health or welfare benefit, change in control bonus, transaction bonus, retention and equity or equity-based arrangements); provided, however, that (A) substantially if deemed advisable by Purchaser in response to any global, national or local pandemic or similar event, Purchaser may change the same in compensation, benefits and/or other terms and/or conditions of employment of any Company Employee not to satisfy the aggregate to the compensation requirements of this Section 6.7(a) and employee benefits to which no such Continuing Employee was entitled immediately prior to the Company Merger Effective Time, action shall be treated as a breach of this Section 6.7(a) and (B) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated employees employed by Parent or any of its Subsidiaries, or (C) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(a6.7(a) shall prevent Parent not apply to any Company Employee who at any time is furloughed, placed on leave, not actively working for the Company or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versaotherwise laid off. Parent hereby acknowledges that the transactions contemplated by this Agreement shall constitute a “change in control,” “change of control” or term or concept of similar import of the Company and its Subsidiaries under the terms of the Company Benefit Plans. From and after the Company Merger Effective Time, the Surviving Corporation shall honor all obligations and rights under the Company Benefit Plans in accordance with their terms and under all employment, severance, change in control, retention and other agreements, if any, between the Company (or a Subsidiary thereof) and a Continuing Employee, including, but not limited to, those Company Benefit Plans Except as otherwise set forth on Schedule 6.9(a)(ii) of the Company Disclosure Letterin this ‎Section 6.7‎ or as may be specifically required by applicable Law, it being understood that the foregoing Purchaser shall not be construed obligated to limit require the Company to continue to provide any amendments particular type of employee benefits or terminations otherwise permitted by the terms of the applicable arrangementscompensation to any Company Employee.

Employee Matters. (a) Parent agrees that for For a period of 12 twelve (12) months following the Company Merger Effective Time (or, if an applicable employee’s employment earlier terminates, through such date of termination) (the “Continuation Period”), and subject to the last sentence of this Section 6.9(a), Parent shallshall provide, or shall cause to be provided, to each Continuing Employee, to the applicable Subsidiary extent still employed, (i) base compensation and target annual cash incentive opportunities that, in each case, are no less favorable than were provided to the Continuing Employee immediately before the Effective Time, (ii) equity incentive opportunities that are no less favorable than those provided to similarly situated employees of Parent to, provide each employee of the Company and its Subsidiaries who is an Subsidiaries, as applicable, following the Effective Time, and (iii) employee of benefits (excluding any equity or equity based compensation, employee stock purchase benefits, defined benefit pension benefits, retiree health and welfare benefits, severance benefits and change in control, transaction and retention bonuses or payments) that are substantially comparable in the aggregate to such employee benefits provided to the Continuing Employee by the Company and its Subsidiaries immediately prior to the Closing and who continues in employment with Parent following the Closing (each, a “Continuing Employee”): (i) base salary or hourly wage rate, as applicable, and a target annual cash bonus opportunity, (ii) severance and termination benefits that are no less favorable than those applicable to such Continuing Employee (if applicable) immediately before the Company Merger Effective Time, and which severance and termination benefits are set forth in Schedule 6.9(a)(i) . Without limiting the generality of the Company Disclosure Letter and (iii) employee benefits (excluding severance and termination benefitsimmediately preceding sentence, defined benefit pension, post-employment health and welfare benefits, and change of control, retention or other one-off awards (collectively, “Excluded Benefits”)) that are (A) substantially Parent shall or shall cause the same in the aggregate Surviving Corporation to the compensation and employee benefits provide to which such each Continuing Employee was entitled immediately prior to the Company Merger Effective Time, (B) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated employees employed whose employment is involuntarily terminated by Parent or any of its Subsidiaries, or (C) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(a) shall prevent Parent or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versa. Parent hereby acknowledges that the transactions contemplated by this Agreement shall constitute a “change in control,” “change of control” or term or concept of similar import of the Company and its Subsidiaries under the terms of the Company Benefit Plans. From and after the Company Merger Effective Time, (including the Surviving Corporation shall honor all obligations and rights under the Company Benefit Plans Corporation) without “cause” (as defined in accordance with their terms and under all employment, severance, change in control, retention and other agreements, if any, between the Company (or a Subsidiary thereof) and a Continuing Employee, including, but not limited to, those Company Benefit Plans set forth on Schedule 6.9(a)(iiSection 5.6(a) of the Company Disclosure Letter, it being understood that ) during the foregoing shall not be construed one (1)-year period following the Effective Time with severance benefits equal to limit any amendments or terminations otherwise permitted by the terms greater of (x) the severance benefits set forth on Section 5.6(a) of the applicable arrangementsCompany Disclosure Letter4, and (y) the severance benefits provided to similarly situated employees of Parent and its Subsidiaries, as applicable, following the Effective Time, under the severance arrangements of Parent and its Subsidiaries, and (B) during such one (1)-year period following the Effective Time, severance benefits offered to each Continuing Employee shall be determined without taking into account any reduction after the Effective Time in such Continuing Employee’s base salary or wage rate. Notwithstanding anything provided in this Section 5.6(a) or anything else in this this Agreement to the contrary, each Continuing Employee who, at any time during the Continuation Period, is or becomes covered by a Collective Bargaining Agreement shall solely be provided with compensation, benefits and terms and conditions of employment that meet the requirements of such Collective Bargaining Agreement.

Employee Matters. (a) Parent agrees that for a During the period of 12 months following commencing at the Company Merger Effective Time (or, if an applicable employee’s employment earlier terminates, through such date and ending on the first anniversary of termination) (the “Continuation Period”), and subject to the last sentence of this Section 6.9(a)Closing Date, Parent shall, or shall cause the applicable Subsidiary one of Parent its Subsidiaries to, provide each employee of the Company and Company Bank who continues to be employed by Parent or its Subsidiaries who is an employee of (including the Company Parent Bank and its Subsidiaries Subsidiaries) immediately prior to the Closing and who continues in employment with Parent following the Closing Effective Time for so long as such employee is employed following the Effective Time (eachcollectively, a the “Continuing EmployeeEmployees”): ) with (i) a base salary or hourly base wage rate, as applicable (including commission rate, if applicable), that is no less favorable than such base salary or base wage rate, as applicable, and a target annual cash bonus opportunityprovided by the Company or Company Bank to such Continuing Employee immediately prior to the Effective Time, (ii) severance an annual short-term cash incentive opportunity that is substantially comparable to the annual short-term cash incentive opportunity provided by the Parent to its similarly situated employees, and termination (iii) other compensation, including long-term incentive opportunities, and employee benefits that are no less favorable than those applicable substantially comparable in the aggregate to either (A) the other compensation, including long-term incentive opportunities, and employee benefits provided by the Company or Company Bank to such Continuing Employee (if applicableother than a Continuing Employee who is a party to an employment, change in control or retention agreement) immediately before prior to the Company Merger Effective TimeTime or (B) the other compensation, including long-term incentive opportunities, and which employee benefits provided by Parent to similarly situated employees of Parent; provided, however, that Parent and its Subsidiaries shall have no obligation to provide similar or comparable titles, responsibilities or duties. Without limiting the immediately preceding sentence, Parent shall, or shall cause the Parent Bank or one of its Subsidiaries to, provide to each full-time Continuing Employee whose employment terminates during the twelve- (12-) month period following the Closing Date with severance and termination benefits are set forth as provided in Schedule 6.9(a)(iSection 6.7(a) of the Company Disclosure Letter and Schedule, determined (iii1) employee benefits (excluding severance and termination benefits, defined benefit pension, post-employment health and welfare benefits, and change of control, retention or other one-off awards (collectively, “Excluded Benefits”)) that are (A) substantially without taking into account any reduction after the same Closing in the aggregate compensation paid to the compensation and employee benefits to which such Continuing Employee was entitled immediately prior to and (2) taking into account each Continuing Employee’s service with the Company Merger Effective Timeand Company Bank (and any predecessor entities) and, (B) substantially after the same in the aggregate to the compensation Closing, Parent and employee benefits provided to similarly-situated employees employed by Parent or any of its Subsidiaries, or (C) a combination of all as provided in the foregoing. For the avoidance of doubt, nothing plan document in this Section 6.9(a) shall prevent Parent or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versa. Parent hereby acknowledges that the transactions contemplated form and substance as approved by this Agreement shall constitute a “change in control,” “change of control” or term or concept of similar import of the Company and its Subsidiaries under the terms of the Company Benefit Plans. From and after the Company Merger Effective Time, the Surviving Corporation shall honor all obligations and rights under the Company Benefit Plans in accordance with their terms and under all employment, severance, change in control, retention and other agreements, if any, between the Company (or a Subsidiary thereof) and a Continuing Employee, including, but not limited to, those Company Benefit Plans set forth on Schedule 6.9(a)(ii) of the Company Disclosure Letter, it being understood that the foregoing shall not be construed to limit any amendments or terminations otherwise permitted by the terms of the applicable arrangementsParent.

Employee Matters. (a) Parent agrees that for Purchaser intends to continue the employment of the Employees after the Closing Date. For a period commencing on the Closing and ending on the one (1)-year anniversary of 12 months following the Company Merger Effective Time Closing Date (or, but not beyond the termination of the relevant employee if an applicable employee’s employment earlier terminates, through such date of termination) (the “Continuation Period”sooner), and subject to the last sentence of this Section 6.9(a), Parent Purchaser shall, or shall cause one of its direct or indirect Subsidiaries (including, following the applicable Subsidiary of Parent Closing, any Company) to, provide each employee of the Company Employees with (i) employment at a base salary or wage rate and its Subsidiaries who is an employee of bonus opportunities (other than change in control, retention, equity or equity-based or one-time bonuses) that are, in the Company aggregate, no less than the base salary or wage rate and its Subsidiaries bonus opportunities (other than change in control, retention, equity or equity-based or one-time bonuses) as in effect with respect to such Employee immediately prior to the Closing and who continues in employment with Parent following the Closing (each, a “Continuing Employee”): (i) base salary or hourly wage rate, as applicableClosing, and a target annual cash bonus opportunity, (ii) severance and termination benefits to the Employees that are no less favorable than those applicable to such Continuing Employee (if applicable) immediately before the Company Merger Effective Time, and which severance and termination benefits are set forth in Schedule 6.9(a)(i) of the Company Disclosure Letter and (iii) employee benefits (excluding severance and termination benefits, defined benefit pension, post-employment health and welfare benefits, and change of control, retention or other one-off awards (collectively, “Excluded Benefits”)) that are (A) substantially the same in the aggregate comparable to the compensation and employee benefits provided to which such Continuing Employee was entitled the Employees immediately prior to the Company Merger Effective TimeClosing; provided, (B) substantially however, that if deemed advisable by Purchaser in response to any global, national or local pandemic or similar event, Purchaser may change the compensation, benefits and/or other terms and/or conditions of employment of any Employee consistent with business needs, and no such action shall be treated as a breach of this Section 6.7(a). For eligibility, vesting, and benefit accrual purposes under the employee benefit plans of Purchaser and its Affiliates providing benefits to each Company’s Employees after the Closing Date, Purchaser shall use commercially reasonable efforts to credit each Company’s Employees with his or her years of service with the Companies before the Closing Date, to the same in extent as such Person was entitled before the aggregate Closing Date to the compensation and employee benefits provided to similarly-situated employees employed by Parent or any of its Subsidiaries, or (C) such credit under a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(a) shall prevent Parent or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versa. Parent hereby acknowledges that the transactions contemplated by this Agreement shall constitute a “change in control,” “change of control” or term or concept of similar import of the Company and its Subsidiaries under the terms of the corresponding Company Benefit Plans. From and after the Company Merger Effective TimePlan; provided, the Surviving Corporation shall honor all obligations and rights under the Company Benefit Plans in accordance with their terms and under all employmenthowever, severance, change in control, retention and other agreements, if any, between the Company (or a Subsidiary thereof) and a Continuing Employee, including, but not limited to, those Company Benefit Plans set forth on Schedule 6.9(a)(ii) of the Company Disclosure Letter, it being understood that the foregoing shall not apply (i) to the extent such credit would result in a duplication of benefits, or (ii) with respect to retiree medical, defined benefit pension plans, or for purposes of qualifying for subsidized early retirement benefits. Except as otherwise set forth in this Section 6.7 or as may be construed specifically required by applicable Law, Purchaser shall not be obligated to limit require any amendments Company to continue to provide any particular type of employee benefits or terminations compensation to any Employee. To the extent applicable for the plan year in which the Closing occurs, Purchaser shall use or shall cause its Affiliates to use commercially reasonable efforts to (a) waive all waiting periods, pre-existing condition exclusions, actively-at-work and evidence of insurability requirements that would otherwise permitted by be applicable to an Employee dependent to the terms same extent as such requirements were no longer applicable under a corresponding Company Benefit Plan; and (b) provide each Employee and his or her eligible dependents with credit for any co-payments or coinsurance and deductibles paid prior to the Closing under a Company Benefit Plan (to the same extent that such credit was given under the analogous Company Benefit Plan prior to the Closing Date) in satisfying any applicable deductible, co-payment, coinsurance or maximum out-of-pocket requirements under any benefit plan of the applicable arrangements.Purchaser or its Affiliates in which such Employee participates. 41

Employee Matters. (a) Parent agrees that During the period beginning on the Closing Date and ending twelve (12) months thereafter, the Parent: (i) shall not, without the consent of Xxxxx X. Xxxxx (which consent may not be unreasonably withheld, conditioned or delayed), in his capacity as Chief Executive Officer of the Surviving Company, (A) terminate for a period of 12 months following the Company Merger Effective Time (or, if an applicable employee’s employment earlier terminates, through such date of termination) (the “Continuation Period”), and subject to the last sentence of this Section 6.9(a), Parent shall, or shall reason other than cause the applicable Subsidiary employment of Parent to, provide each any employee of the Company and its Subsidiaries who is an employee of the Company and its Subsidiaries immediately prior to the Closing and who continues in employment with Parent following the Closing to be employed by such Surviving Company (each, a “Continuing Employee” and collectively, the “Continuing Employees”): ), (iB) base reassign, modify or alter the responsibilities of the Continuing Employees or the reporting relationships or organizational structure among the Continuing Employees, in each case as in effect immediately prior to the Closing Date, or (C) subcontract or outsource the responsibilities of the Continuing Employees so as to be performed by third parties; (ii) shall provide, or shall cause the Surviving Company to provide, each Continuing Employee with (A) at least the same salary or hourly wage rate, as applicableprovided to such Continuing Employee immediately prior to the Closing Date; provided, however, that the cash value of any incentive compensation opportunities accrued as of the Closing Date, which is estimated in Schedule 6.08(a), shall be paid to applicable Company employees at the Closing Date, and a target annual cash bonus opportunity, (iiB) severance and termination employee benefits that are no less favorable than those applicable to such Continuing Employee (if applicable) immediately before the Company Merger Effective Time, and which severance and termination benefits are set forth in Schedule 6.9(a)(i) of the Company Disclosure Letter and (iii) employee benefits (excluding severance and termination benefits, defined benefit pension, post-employment health and welfare benefits, and change of control, retention or other one-off awards (collectively, “Excluded Benefits”)) that are (A) substantially the same in the aggregate to than the compensation and employee benefits to which such Continuing Employee was entitled immediately prior to the Company Merger Effective Time, (B) substantially the same in the aggregate to the compensation and employee benefits provided under Parent’s employee benefit plans to similarly-similarly situated employees. Each Continuing Employee will participate in the Bank’s incentive compensation opportunities on the same terms as similarly situated Bank employees employed by Parent or any of its Subsidiaries, or (C) a combination effective as of the foregoingClosing Date. For Without limiting the generality of the foregoing (and for the avoidance of doubt, nothing subject to the consent of Xxxxx X. Xxxxx referenced in this Section 6.9(a) clause (i)), the Parent shall prevent Parent provide, or any of its Subsidiaries from converting shall cause the method of payment for Surviving Company to provide, severance pay and benefits to any Continuing Employee from salaried to an hourly basis or vice versa. Parent hereby acknowledges that whose employment is involuntarily terminated during the transactions contemplated by this Agreement shall constitute a “change in control,” “change of control” or term or concept of similar import of period beginning on the Company Closing Date and its Subsidiaries under the terms of the Company Benefit Plans. From and after the Company Merger Effective Time, the Surviving Corporation shall honor all obligations and rights under the Company Benefit Plans in accordance with their ending twelve (12) months thereafter on terms and under all employmentin amounts no less favorable, severancein the aggregate, change as listed in control, retention and other agreements, if any, between the Company (or a Subsidiary thereof) and a Continuing Employee, including, but not limited to, those Company Benefit Plans set forth on Schedule 6.9(a)(ii) of the Company Disclosure Letter, it being understood that the foregoing shall not be construed to limit any amendments or terminations otherwise permitted by the terms of the applicable arrangements6.08.

Employee Matters. (a) Parent agrees that for For a period of 12 months one year following the Company Merger Effective Time (or, if an applicable employee’s employment earlier terminates, through such date of termination) (the “Continuation Period”)) (or, and subject if earlier with respect to a Company Employee, the last sentence date of this Section 6.9(atermination of employment of such Company Employee), Parent shall, shall provide or shall cause the applicable Subsidiary of Parent to, Surviving Corporation to provide to each employee of Company Employee (i) a base salary or wage rate and target cash incentive opportunity that are at least as favorable in the aggregate to those provided to such Company Employee by the Company and its Subsidiaries who is an employee or any Company Subsidiary, as applicable, as of the Company and its Subsidiaries immediately prior to the Closing Effective Time and who continues in employment with Parent following the Closing (each, a “Continuing Employee”): (i) base salary or hourly wage rate, as applicable, and a target annual cash bonus opportunity, (ii) severance and termination benefits that are no less favorable than those applicable to such Continuing Employee (if applicable) immediately before the Company Merger Effective Time, and which severance and termination benefits are set forth in Schedule 6.9(a)(i) of the Company Disclosure Letter and (iii) other employee benefits (excluding cash incentive opportunities, severance (except as provided in the following sentence), equity and termination benefitsequity based awards, change in control plans, retention, transaction, nonqualified deferred compensation, defined benefit pension, and post-employment termination or retiree health and or welfare benefits, and change of control, retention or other one-off awards benefits (collectively, the “Excluded Benefits”)) that are (A) substantially the same comparable in the aggregate to the compensation and employee benefits those provided to which such Continuing Company Employee was entitled immediately prior to by the Company Merger Effective Time, (B) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated employees employed by Parent or any of its Subsidiaries, or (C) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(a) shall prevent Parent or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versa. Parent hereby acknowledges that the transactions contemplated by this Agreement shall constitute a “change in control,” “change of control” or term or concept of similar import of the Company and its Subsidiaries under the terms of the Company Benefit Plans. From and after the Company Merger Effective Time, the Surviving Corporation shall honor all obligations and rights Subsidiary under the Company Benefit Plans and Company Benefit Agreements that are disclosed in accordance with their terms and under all employment, severance, change in control, retention and other agreements, if any, between Section 4.11 of the Company Disclosure Letter (other than the Excluded Benefits), as applicable, as of immediately prior to the Effective Time (or, to the extent a Company Employee becomes covered by an employee benefit plan or program of Parent (or a Subsidiary thereofone of its Affiliates other than the Surviving Corporation) during such period, substantially comparable to those benefits maintained for and a Continuing Employeeprovided to similarly situated employees of Parent (or its relevant Affiliate)). Notwithstanding the foregoing, includingduring the Continuation Period, but not limited Parent shall, and shall cause the Surviving Corporation to, those provide any Company Benefit Plans Employee who experiences a termination of employment under the circumstances set forth on Schedule 6.9(a)(iiin Section 7.03(a) of the Company Disclosure Letter with severance benefits no less favorable than those set forth in Section 7.03(a) of the Company Disclosure Letter, it being understood that subject to the foregoing shall not be construed to limit any amendments or terminations otherwise permitted by the terms Company Employee’s execution of a general release of claims in favor of the applicable arrangements.Company, Parent and related Persons. 55

Employee Matters. (a) Parent agrees that With respect to each employee of the Company or its Subsidiaries who is employed by the Company or any of its Subsidiaries as of immediately prior to the Effective Time and continues as an employee of the Surviving Corporation or its Subsidiaries (“Company Employees”), for a period of 12 twelve (12) months following the Company Merger Effective Time Closing (or, if an earlier, the termination of the applicable employeeCompany Employee’s employment earlier terminateswith Parent, through such date of terminationthe Surviving Corporation and their Affiliates) (the “Continuation Period”), and subject to the last sentence of this Section 6.9(a), Parent shall, or shall cause one of Parent’s Subsidiaries, including the applicable Subsidiary of Parent Surviving Corporation to, provide each employee (i) a base salary or wage level, target cash bonus opportunity, and target equity incentive opportunity, as set forth on Section 4.18 of the Company Disclosure Letter, to such Company Employee that, in each case, is not less favorable than the base salary or wage level, target cash bonus opportunity, and its Subsidiaries who is an employee target equity incentive opportunity, as set forth on Section 4.18 of the Company and its Subsidiaries Disclosure Letter, provided to the Company Employee immediately prior to the Closing Effective Time and who continues in employment with Parent following the Closing (each, a “Continuing Employee”): (i) base salary or hourly wage rate, as applicable, and a target annual cash bonus opportunity, (ii) severance and termination benefits that are no less favorable than those applicable to such Continuing Employee (if applicable) immediately before the Company Merger Effective Time, and which severance and termination benefits are set forth in Schedule 6.9(a)(i) of the Company Disclosure Letter and (iii) employee benefits (excluding severance and termination benefitsequity-based compensation, defined benefit pension, post-employment health and welfare pension plan benefits, and change of control, retention or other one-off awards (collectively, “Excluded Benefits”)) that are (A) substantially the same in the aggregate to the compensation and employee benefits to which such Continuing Employee was entitled immediately prior to the Company Merger Effective Time, (B) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated employees employed by Parent or any of its Subsidiaries, or (C) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(a) shall prevent Parent or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versa. Parent hereby acknowledges that the transactions contemplated by this Agreement shall constitute a “change in control,” “change of control” or term or concept of similar import of the Company and its Subsidiaries under the terms of the Company Benefit Plans. From and after the Company Merger Effective Time, the Surviving Corporation shall honor all obligations and rights under the Company Benefit Plans in accordance with their terms and under all employment, severance, change in control, retention and other agreementsor severance benefits or awards or any similar compensation or benefit) that are substantially comparable, if anyin the aggregate, between to the benefits (excluding equity-based compensation, defined benefit pension plan benefits, change in control, retention or severance benefits or awards or any similar compensation or benefit) provided to such Company (or a Subsidiary thereof) and a Continuing Employee, including, but not limited to, those Employee under the Company Benefit Plans set forth on Schedule 6.9(a)(iiimmediately prior to the Effective Time. Parent agrees that for a period of twenty-four (24) of months following the Closing, the failure or refusal by any Company Disclosure LetterEmployee, it being understood that other than the foregoing Specified Executives, to enter into a restrictive covenant agreement with Parent or its Subsidiaries (including the Surviving Corporation), whether as a condition to continued employment or otherwise, shall not be construed constitute a basis for terminating such Company Employee for “cause” with respect to limit any amendments determination relating to a Rollover RSU or terminations otherwise permitted by the terms of the applicable arrangementsRollover Stock Option.

Employee Matters. (a) Parent agrees that for For a period of 12 months one year following the Closing Date (or such shorter period of employment, as the case may be), Parent shall provide (or cause to be provided) to each Acquired Company Employee who is employed by the Acquired Companies as of the Second Merger Effective Time (or, if an applicable employee’s employment earlier terminates, through such date of termination) (the “Continuation Period”), and subject to the last sentence of this Section 6.9(a), Parent shall, or shall cause the applicable Subsidiary of Parent to, provide each employee of the Company and its Subsidiaries who is an employee of the Company and its Subsidiaries immediately prior to the Closing and who continues in employment with Parent following the Closing (each, a “Continuing Covered Employee”): (i) a base salary or hourly wage rate, as applicable, rate and a target an annual cash bonus opportunity, in each case, that is no less than such Covered Employee’s base salary or wage rate and annual bonus opportunity in effect as of immediately prior to the Second Merger Effective Time and (ii) severance and termination benefits that are no less favorable than those applicable to such Continuing Employee (if applicable) immediately before the Company Merger Effective Time, and which severance and termination benefits are set forth in Schedule 6.9(a)(i) of the Company Disclosure Letter and (iii) employee benefits (excluding severance and termination benefits, defined benefit pension, post-employment health and welfare benefits, and any change of in control, retention or transaction-based bonus opportunities, equity, equity-based or other onelong-off awards (collectivelyterm incentive compensation, “Excluded Benefits”)defined benefit pension benefits, retiree health or welfare benefits or severance pay or benefits) that are (A) substantially the same comparable in the aggregate to the compensation those provided by Parent and employee benefits its Affiliates to which such Continuing Employee was entitled immediately prior to the Company Merger Effective Time, (B) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-similarly situated employees employed by of Parent or any and its Affiliates from time to time; provided that, until such time as Parent shall cause such Covered Employee to participate in a welfare benefit plan of its Subsidiaries, or (C) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(a) shall prevent Parent or any of its Subsidiaries from converting after the method of payment for any Continuing Employee from salaried to an hourly basis or vice versa. Parent hereby acknowledges that the transactions contemplated by this Agreement shall constitute Second Merger Effective Time (each, a “change Parent Welfare Plan”), such Covered Employee’s continued participation in control,” “change the Employee Plans shall be deemed to satisfy clause (ii) of control” or term or concept of similar import of this Section 8.01 (it being understood that participation in Parent Welfare Plans may commence at different times with respect to each Parent Welfare Plan). Prior to the Condition Satisfaction Date, the Company and its Subsidiaries under shall take all actions necessary to terminate, or cause to be terminated, effective no later than the terms of Business Day immediately preceding the Company Benefit Plans. From and after the Company Merger Effective TimeClosing Date, the Surviving Corporation shall honor all obligations and rights under the Company Benefit Employee Plans in accordance with their terms and under all employment, severance, change in control, retention and other agreements, if any, between the Company (or a Subsidiary thereof) and a Continuing Employee, including, but not limited to, those Company Benefit Plans set forth listed on Schedule 6.9(a)(ii) Section 8.01 of the Company Disclosure Letter, it being understood Schedule and any other Employee Plan that Parent requests the foregoing shall Company to terminate not be construed less than 10 Business Days prior to limit any amendments or terminations otherwise permitted by the terms of the applicable arrangementsCondition Satisfaction Date.

Employee Matters. (a) Until the end of the calendar year in which the Closing Date occurs, but not beyond the date on which a Continuing Employee’s employment with Parent agrees that (excluding other employment with Parent for which a period of 12 months following Continuing Employee voluntarily applies), the Surviving Corporation, the Company Merger Effective Time (or, if an applicable employee’s employment earlier terminates, through such date or any of termination) their respective Subsidiaries terminates (the “Continuation Period”), and subject Parent agrees to the last sentence of this Section 6.9(a), Parent shallprovide, or shall to cause one of its Affiliates (including after the applicable Subsidiary of Parent toClosing, provide the Company) to provide, each employee of individual employed by the Company and its Subsidiaries who is an employee of the Company and its Subsidiaries immediately prior to the Closing and who continues in employment with Parent following the Closing is retained by Xxxxxx (each, a “Continuing Employee”): ) with (i) the base salary or hourly wage ratewages and annual bonus targets that are, as applicable, and a target annual cash bonus opportunity, (ii) severance and termination benefits that are in each case no less favorable than those applicable provided to such the Continuing Employee (if applicable) immediately before prior to the Company Merger Effective TimeClosing, and which severance and termination benefits are set forth in Schedule 6.9(a)(i) of the Company Disclosure Letter and (iiiii) employee benefits (excluding severance and termination benefits, defined benefit pension, post-employment health and welfare benefits, and change of control, retention or other one-off awards (collectively, “Excluded Benefits”)) that are (A) substantially the same comparable in the aggregate to either (in the compensation and discretion of Parent) (1) the employee benefits provided to which such the Continuing Employee was entitled immediately prior to the Company Merger Effective Time, Closing or (B2) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated employees employed by of Parent and its Affiliates (in the case of either clause (1) or (2), excluding any equity, equity-based, change in control or severance benefits or any of its Subsidiaries, or (C) a combination of the foregoingdefined benefit retirement benefits). For the avoidance of doubt, nothing in this Section 6.9(a) Nothing herein shall prevent Parent or any of its Subsidiaries Affiliates (including, after the Closing, the Company or any of its Subsidiaries) from converting terminating the method employment of payment for any Continuing Employee from salaried during the Continuation Period in compliance with applicable Law. In addition, Parent shall assume and honor, and shall cause the Surviving Corporation and their respective Affiliates to assume and honor, the terms of the Company’s severance guidelines outlined in Section 6.3(a) of the Company Disclosure Letter and provide the severance payments and benefits required thereunder to any applicable Continuing Employee that experiences a qualifying termination of employment during the Continuation Period, provided that (1) there shall be no duplication of benefits (it being understood that in no event shall the payment of any retention amounts, due under an hourly basis or vice versaarrangement in effect prior to the Closing, be duplicative of the payment of any severance amounts hereunder), (2) Parent may, in its discretion, condition any such severance payments on the execution and non-revocation of a release of claims (including by waiting until such release of claims is effective before initiating any such severance payments), and (3) the Parent may, in its discretion, accelerate any such severance payments (including by making payment in a single lump sum) to the extent there would be no adverse Tax consequences to the Continuing Employee under Section 409A of the Code. Parent hereby acknowledges that the transactions contemplated by this Agreement shall occurrence of the Effective Time will constitute a “change in control,” “change of control” (or term or concept of similar import phrase) within the meaning of the Company and its Subsidiaries under the terms of the Company Benefit Plans. From and after the Company Merger Effective Time, the Surviving Corporation shall honor all obligations and rights under the Company Benefit Plans in accordance with their terms and under all employment, severance, change in control, retention and other agreements, if any, between the Company (or a Subsidiary thereof) and a Continuing Employee, including, but not limited to, those Company Employee Benefit Plans set forth on Schedule 6.9(a)(iiin Section 4.11(a) of the Company Disclosure LetterLetter that contain provisions triggering payment, it being understood that the foregoing shall not be construed to limit any amendments vesting or terminations otherwise permitted by the terms of the applicable arrangementsother rights upon a change in control or similar transaction.

Employee Matters. (a) Parent agrees that Under the purchase agreement, DLR has agreed that: • for a the period beginning on the closing date and ending on December 31 of 12 months the calendar year following the Company Merger Effective Time calendar year in which the closing date occurs, DLR (or, if or an applicable employee’s employment earlier terminates, through such date of terminationaffiliate thereof) (the “Continuation Period”), and subject shall provide to the last sentence of this Section 6.9(a), Parent shall, or shall cause the applicable Subsidiary of Parent to, provide each continuing employee of the Company and its Subsidiaries who is an employee of the Company and its Subsidiaries immediately prior to the Closing and who continues in employment with Parent following the Closing (each, a “Continuing Employee”): (i) base salary or hourly wage rate, as applicable, that is no lower than the base salary or hourly wage rate provided to such continuing employee immediately prior to the closing; • for the period beginning on the closing date and a target ending on December 31 of the year in which the closing date occurs (subject to the terms of any individual continuing employee contract), DLR (or an affiliate thereof) shall provide to each continuing employee (i) an annual cash bonus opportunityopportunity that is no lower than the annual cash bonus opportunity provided to such continuing employee immediately prior to the closing, (ii) health and welfare benefits and other broad-based employee benefits (excluding severance benefits) that are no less favorable, in the aggregate, than those provided to such continuing employee immediately prior to the closing, and termination (iii) severance benefits that are no less favorable favorable, in the aggregate, than those applicable provided to such Continuing Employee continuing employee immediately prior to the closing or, if none, than those provided to similarly situated employees of DLR or its affiliates in the jurisdiction where such continuing employee works, if any; • with respect to the year following the year in which the closing date occurs (subject to the terms of any individual continuing employee contract), DLR (or an affiliate thereof) will provide to each continuing employee (i) an annual cash bonus opportunity that is no lower than the annual cash bonus opportunity provided to such continuing employee immediately prior to the closing or the annual cash bonus opportunity that is provided to similarly situated employees of DLR or its affiliates in the jurisdiction in which such continuing employee works, if any, (ii) eligibility for long-term incentive awards on substantially the same basis as similarly situated employees of DLR or its affiliates in the jurisdiction where such continuing employee works (if applicableany) immediately before or, if there are no such similarly situated employees, eligibility for long-term incentive awards on substantially the Company Merger Effective Timesame basis as employees of DLR or its affiliates in Europe, and which severance and termination benefits are set forth in Schedule 6.9(a)(i) of the Company Disclosure Letter and (iii) health and welfare benefits and other broad-based employee benefits (excluding severance and termination benefits, defined benefit pension, post-employment health and welfare benefits, and change of control, retention or other one-off awards (collectively, “Excluded Benefits”)) that are (A) substantially the same no less favorable, in the aggregate aggregate, than those provided to the compensation and such continuing employee benefits to which such Continuing Employee was entitled immediately prior to the Company Merger Effective Time, (B) substantially the same closing or those provided to similarly situated employees of DLR or its affiliates in the aggregate to the compensation and jurisdiction in which such continuing employee benefits provided to similarly-situated employees employed by Parent or any of its Subsidiaries, or (C) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(a) shall prevent Parent or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versa. Parent hereby acknowledges that the transactions contemplated by this Agreement shall constitute a “change in control,” “change of control” or term or concept of similar import of the Company and its Subsidiaries under the terms of the Company Benefit Plans. From and after the Company Merger Effective Time, the Surviving Corporation shall honor all obligations and rights under the Company Benefit Plans in accordance with their terms and under all employment, severance, change in control, retention and other agreementsworks, if any, between and (iv) severance benefits that are no less favorable, in the Company aggregate, than those provided to such continuing employee immediately prior to the closing or, if none, than those provided to similarly situated employees of DLR or its affiliates in the jurisdiction where such continuing employee works, if any; • each continuing employee who, following the closing date, participates in DLR’s employee benefit plans will generally receive credit under such plans for his or her years of service with INXN before the closing for purposes of eligibility, vesting and level of benefits. In addition, DLR shall generally cause such DLR benefit plans (to the extent permitted by such plans) to (i) waive all preexisting condition exclusions and actively-at-work requirements for each continuing employee and his or a Subsidiary thereofher covered dependents, and (ii) credit such continuing employee with any copayments, deductibles and a Continuing Employeeother eligible expenses incurred by such continuing employee and/or his or her covered dependents during the plan year ending on the closing date for purposes of satisfying all deductible, including, but not limited to, those Company Benefit Plans set forth on Schedule 6.9(a)(ii) coinsurance and maximum out-of-pocket requirements under the corresponding DLR benefit plan for the applicable plan year; and Table of Contents • DLR shall maintain INXN’s annual cash bonus plans until at least the end of the Company Disclosure Lettercalendar year in which the closing date occurs, it being understood that and shall pay to each continuing employee who was a participant in any such bonus plan immediately prior to the foregoing shall not be construed to limit any amendments or terminations otherwise permitted by closing date an award thereunder for the year in which the closing date occurs, in accordance with the terms of such plan, with such modifications to the applicable arrangementsperformance objectives as DLR deems appropriate to reflect the transactions, subject to such continuing employee’s continued employment with DLR through December 31st of the year in which the closing date occurs; provided that (i), upon a termination of any such continuing employee’s service by DLR or an affiliate thereof without “cause” (as determined by DLR in good faith), such continuing employee’s bonus award will be pro-rated based on the continuing employee’s length of employment with DLR or its affiliates during the year in which the closing date occurs, and (ii) each such continuing employee’s payout in respect of the calendar year in which the closing date occurs will not be less than his or her target award opportunity (or pro-rated target award opportunity, as applicable) as in effect on the date of the purchase agreement. In addition, DLR will assume INXN’s obligations under INXN’s senior management team employment agreements.

Employee Matters. (a) Parent agrees that for a For the period of 12 months following commencing on the Company Merger Effective Time Closing Date until the second anniversary thereof (or, if an applicable employee’s employment earlier terminatesearlier, through such the date of termination) termination of the applicable Company Employee (the “Continuation Period”as defined below), and subject to the last sentence of this Section 6.9(a), Parent shall, shall provide or shall cause one of its subsidiaries, including the applicable Subsidiary Surviving Corporation or any of Parent toits subsidiaries, to provide to each employee of the Company and any of its Subsidiaries who is an employee of the Company and its Subsidiaries immediately prior to the Closing and subsidiaries who continues in his or her employment with Parent or any of its subsidiaries, including the Surviving Corporation and any of its subsidiaries (collectively, “Company Employees”), following the Closing (eachDate, a “Continuing Employee”): with: (i) base salary or hourly wage rate, that is not less than the base salary as applicable, and a target annual cash bonus opportunityin effect immediately prior to the Effective Time, (ii) severance target annual and termination benefits long-term incentive compensation opportunities that are no not less favorable than those applicable that in effect immediately prior to such Continuing Employee the Effective Time (if applicable) immediately before the Company Merger Effective Timeprovided that cash compensation may be substituted for equity compensation for purposes of long-term incentive compensation), and which severance and termination benefits are set forth in Schedule 6.9(a)(i) of the Company Disclosure Letter and (iii) employee benefits (excluding severance and termination benefitsexcluding, for this purpose, any defined benefit pensionor supplemental pension plan (whether or not tax-qualified), and post-employment health and termination health, life or other welfare benefits, and change of controlin each case, retention except as required by a Company Benefit Plan or other one-off awards (collectively, “Excluded Benefits”)by applicable Legal Requirements) that are are, in the aggregate, not less favorable than the employee benefits provided to such Company Employee as of the Effective Time; provided that a change in employee benefits shall not be deemed to violate this clause (iii) if such change results from a change in the applicable program for all similarly-situated employees of Parent and its subsidiaries in the applicable jurisdiction so long as (A) substantially the same in the aggregate Parent and its subsidiaries continue to offer benefits to employees (including Company Employees) that include medical, dental, vision, disability and life insurance, and a matching program comparable to the compensation Company’s 401(k) Plan or, as applicable, a Company subsidiary’s existing defined contribution plan, and employee benefits to which such Continuing Employee was entitled immediately prior to the Company Merger Effective Time, (B) substantially the same in the aggregate employee benefits provided to the compensation and employee are not less favorable than the aggregate employee benefits provided to similarly-situated employees employed by of Parent or any of and its Subsidiaries, or (C) a combination subsidiaries in the applicable jurisdiction. Without limiting the generality of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(a) shall prevent Parent or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versa. Parent hereby acknowledges that the transactions contemplated by this Agreement shall constitute a “change in control,” “change of control” or term or concept of similar import of the Company and its Subsidiaries under the terms of the Company Benefit Plans. From and after the Company Merger Effective Time, the Surviving Corporation shall (x) honor all obligations and rights under or cause to be honored the Company Benefit Plans Xxxxxxxxx Xxxxx, Inc. Xxxxxxxxx Policy in accordance with their its terms (in effect on the date hereof, and under all employment, severance, change as it may be amended in control, retention accordance with the terms of this Agreement and other agreements, if any, between the Company (or a Subsidiary thereofDisclosure Letter) and a Continuing Employee(y) with respect to any Company Employee who does not participate in the Xxxxxxxxx Xxxxx, includingInc. Severance Policy and whose employment with the Surviving Corporation and its Affiliates terminates prior to the second anniversary of the Closing Date, but not limited to, those honor or cause to be honored any severance policy or program applicable to such Company Benefit Plans Employee as of the date of this Agreement (as set forth on Schedule 6.9(a)(iiin the plans or descriptions of plans in Section 4.15(a) of the Company Disclosure Letter, including the Xxxxxxxxx Xxxxx, Inc. Non-Executive Severance Policy, in each case as in effect on the date of this Agreement, and as it being understood that the foregoing shall not may be construed to limit any amendments or terminations otherwise permitted by amended in accordance with the terms of this Agreement and the applicable arrangementsCompany Disclosure Letter), including by taking into account service and compensation following the Effective Time. Parent shall honor or cause the Surviving Corporation to honor any fiscal year 2017 bonus program and any long-term incentive awards, in each case implemented or granted by the Company in accordance with the terms of this Agreement and the Company Disclosure Letter.

Employee Matters. (a) Parent agrees that for For a period of 12 twelve (12) months following the Company Merger Effective Time (or, if an applicable employee’s employment earlier terminates, through such date of termination) (the “Continuation Period”), and subject to the last sentence of this Section 6.9(a), Parent shallshall provide, or shall cause to be provided, to each Continuing Employee, to the applicable Subsidiary extent still employed, (i) base compensation and target annual cash incentive opportunities that, in each case, are no less favorable than were provided to the Continuing Employee immediately before the Effective Time, (ii) equity incentive opportunities that are no less favorable than those provided to similarly situated employees of Parent to, provide each employee of the Company and its Subsidiaries who is an Subsidiaries, as applicable, following the Effective Time, and (iii) employee of benefits (excluding any equity or equity based compensation, employee stock purchase benefits, defined benefit pension benefits, retiree health and welfare benefits, severance benefits and change in control, transaction and retention bonuses or payments) that are substantially comparable in the aggregate to such employee benefits provided to the Continuing Employee by the Company and its Subsidiaries immediately prior to the Closing and who continues in employment with Parent following Effective Time. Without limiting the Closing (each, a “Continuing Employee”): (i) base salary or hourly wage rate, as applicable, and a target annual cash bonus opportunitygenerality of the immediately preceding sentence, (iiA) severance and termination benefits that are no less favorable than those applicable Parent shall or shall cause the Surviving Corporation to such provide to each Continuing Employee (if applicable) immediately before the Company Merger Effective Time, and which severance and who incurs a qualifying termination benefits are set forth of employment in Schedule 6.9(a)(iaccordance with Item 34 of Section 5.1(b) of the Company Disclosure Letter and during the one (iii) employee 1)-year period following the Effective Time with severance benefits (excluding severance and termination benefits, defined benefit pension, post-employment health and welfare benefits, and change of control, retention or other one-off awards (collectively, “Excluded Benefits”)) that are (A) substantially the same in the aggregate equal to the compensation and employee greater of (x) the severance benefits to which such Continuing Employee was entitled immediately prior to the Company Merger Effective Time, (B) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated employees employed by Parent or any of its Subsidiaries, or (C) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(a) shall prevent Parent or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versa. Parent hereby acknowledges that the transactions contemplated by this Agreement shall constitute a “change in control,” “change of control” or term or concept of similar import of the Company and its Subsidiaries under the terms of the Company Benefit Plans. From and after the Company Merger Effective Time, the Surviving Corporation shall honor all obligations and rights under the Company Benefit Plans in accordance with their terms and under all employment, severance, change in control, retention and other agreements, if any, between the Company (or a Subsidiary thereof) and a Continuing Employee, including, but not limited to, those Company Benefit Plans set forth on Schedule 6.9(a)(iiSection 5.6(a) of the Company Disclosure Letter, it being understood and (y) the severance benefits provided to similarly situated employees of Parent and its Subsidiaries, as applicable, following the Effective Time, under the severance arrangements of Parent and its Subsidiaries, and (B) during such one (1)-year period following the Effective Time, severance benefits offered to each Continuing Employee shall be determined without taking into account any reduction after the Effective Time in such Continuing Employee’s base salary or wage rate. Notwithstanding anything provided in this Section 5.6(a) or anything else in this this Agreement to the contrary, each Continuing Employee who, at any time during the Continuation Period, is or becomes covered by a Collective Bargaining Agreement shall solely be provided with compensation, benefits and terms and conditions of employment that meet the foregoing shall not be construed to limit any amendments or terminations otherwise permitted by the terms requirements of the applicable arrangementssuch Collective Bargaining Agreement.

Employee Matters. (ai) Parent agrees that for a period of 12 months following On the Company Merger Effective Time (orClosing Date, if an applicable employee’s employment earlier terminates, through such date of termination) (the “Continuation Period”), and subject except with respect to the last sentence of this Section 6.9(a)Employment Agreements, the Parent shall, or shall cause the applicable Subsidiary of Parent to, provide Buyer to continue to offer employment in a similar position to each employee of the Company and its Subsidiaries Subsidiary who on the Closing Date is an employee actively at work or absent from work due to short-term disability, maternity leave, jury duty, military service, vacation, layoff with recall rights, or other short-term leave (the “Employees”) at a rate of the Company base compensation and its Subsidiaries commission structure equal to their base compensation and commission structure immediately prior to the Closing and who continues in employment with Parent following the Closing (eachDate, a “Continuing Employee”): provided, however, that, except for (i) the annual adjustments to base salary or hourly wage rate, as applicable, and a target annual cash bonus opportunity, (ii) severance and termination benefits that are no less favorable than those applicable to such Continuing Employee (if applicable) immediately before compensation made in the Ordinary Course of Business on the anniversary date of an Employee’s date of employment with the Company Merger Effective Time, and which severance and termination benefits are set forth in Schedule 6.9(a)(ias disclosed on Section 3(h) of the Company Disclosure Letter Schedule, and (iiiii) employee benefits (excluding severance with respect to certain of those Employees listed and termination benefits, defined benefit pension, post-employment health and welfare benefits, and change of control, retention or other one-off awards (collectively, “Excluded Benefits”)) that are (A) substantially the same in the aggregate to the compensation and employee benefits to which such Continuing Employee was entitled immediately prior to the Company Merger Effective Time, (B) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated employees employed by Parent or any of its Subsidiaries, or (C) a combination of the foregoing. For the avoidance of doubt, nothing in this as indicated on Section 6.9(a) shall prevent Parent or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versa. Parent hereby acknowledges that the transactions contemplated by this Agreement shall constitute a “change in control,” “change of control” or term or concept of similar import of the Company and its Subsidiaries under the terms of the Company Benefit Plans. From and after the Company Merger Effective Time, the Surviving Corporation shall honor all obligations and rights under the Company Benefit Plans in accordance with their terms and under all employment, severance, change in control, retention and other agreements, if any, between the Company (or a Subsidiary thereof) and a Continuing Employee, including, but not limited to, those Company Benefit Plans set forth on Schedule 6.9(a)(ii3(h) of the Company Disclosure LetterSchedule, it being understood that those quarterly adjustments to base compensation made in the foregoing Ordinary Course of Business, the Parent and Buyer may, in their sole discretion, elect not to give effect to any change or adjustment in such base compensation and commission structure which took effect on or after May 31, 2000. The Parent shall not be construed also cause the Buyer to limit any amendments or terminations otherwise permitted offer the Employees participation in the benefit plans and programs of the Parent set forth on Exhibit I attached hereto, and for a period of one (1) year following the Closing Date, shall offer Employees terminated without cause severance pay in an amount equal to one (1) week gross pay for each year of service with the Company and the Buyer, up to a maximum of twelve (12) weeks gross pay. For purposes hereof, one (1) week of “gross pay” shall mean 1/52 of an Employee’s annual gross base pay at the time of termination plus an amount equal to 1/52 times the aggregate amount of commissions paid to such Employee by the terms Company during 1999. Except as otherwise set forth in the Employment Agreements and except as set forth on Section 7(e) of the applicable arrangementsCompany Disclosure Schedule, each of the Employees shall be offered employment pursuant to this Section 7(e) on an at-will basis.

Employee Matters. (a) Parent agrees that for For a period of 12 months one year following the Company Merger Effective Time (or, if an applicable employee’s employment earlier terminates, through such date of termination) (the “Continuation Period”)) (or, and subject if earlier with respect to a Company Employee, the last sentence date of this Section 6.9(atermination of employment of such Company Employee), Parent shall, shall provide or shall cause the applicable Subsidiary of Parent toSurviving Corporation to provide to each Company Employee, provide each employee of except as provided in any agreement between any Company Employee and the Surviving Corporation to be effective following the Effective Time, (i) a base salary or wage rate and target cash incentive opportunity that are at least as favorable in the aggregate to those provided to such Company Employee by the Company and its Subsidiaries who is an employee Group, as of the Company and its Subsidiaries immediately prior to the Closing Effective Time and who continues in employment with Parent following the Closing (each, a “Continuing Employee”): (i) base salary or hourly wage rate, as applicable, and a target annual cash bonus opportunity, (ii) severance and termination benefits that are no less favorable than those applicable to such Continuing Employee (if applicable) immediately before the Company Merger Effective Time, and which severance and termination benefits are set forth in Schedule 6.9(a)(i) of the Company Disclosure Letter and (iii) other employee benefits (excluding cash incentive opportunities, severance (except as provided in the following sentence), equity and termination benefitsequity based awards, change in control plans, retention, transaction, nonqualified deferred compensation, defined benefit pension, and post-employment termination or retiree health and or welfare benefits, and change of control, retention or other one-off awards benefits (collectively, the “Excluded Benefits”)) that are (A) substantially the same comparable in the aggregate to the compensation and employee benefits those provided to which such Continuing Company Employee was entitled immediately prior to by the Company Merger Effective Time, (B) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated employees employed by Parent or any of its Subsidiaries, or (C) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(a) shall prevent Parent or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versa. Parent hereby acknowledges that the transactions contemplated by this Agreement shall constitute a “change in control,” “change of control” or term or concept of similar import of the Company and its Subsidiaries under the terms of the Company Benefit Plans. From and after the Company Merger Effective Time, the Surviving Corporation shall honor all obligations and rights Group under the Company Benefit Plans and Company Benefit Agreements that are disclosed in accordance with their terms and under all employment, severance, change in control, retention and other agreements, if any, between Section 4.11 of the Company Disclosure Letter (other than the Excluded Benefits), as applicable, as of immediately prior to the Effective Time (or, to the extent a Company Employee becomes covered by an employee benefit plan or program of Parent (or a Subsidiary thereofone of its Affiliates other than the Surviving Corporation) during the Continuation Period, substantially comparable to those benefits maintained for and a Continuing Employeeprovided to similarly situated employees of Parent (or its relevant Affiliate)). Notwithstanding the foregoing, includingduring the six month period following the Effective Time, but not limited Parent shall, and shall cause the Surviving Corporation to, those provide any Company Benefit Plans Employee (other than any Engagement Personnel who transition off an engagement) who experiences a termination of employment under the circumstances set forth on Schedule 6.9(a)(iiin Section 7.03(a) of the Company Disclosure Letter with severance benefits no less favorable than those set forth in Section 7.03(a) of the Company Disclosure Letter, it being understood that subject to the foregoing shall not be construed to limit any amendments or terminations otherwise permitted by the terms Company Employee’s execution of a general release of claims in favor of the applicable arrangements.Company, Parent and related Persons. 61

Employee Matters. (a) Parent agrees that for a period Employees of 12 months the Company or its Subsidiaries immediately prior to the Effective Time who remain employees of Parent, the Surviving Corporation or any of their Affiliates following the Company Merger Effective Time are hereinafter referred to as the “Continuing Employees”. For the period commencing at the Effective Time and ending twelve (or12) months from the Effective Time, if an or such longer time as required by applicable employee’s employment earlier terminatesLaw (such period, through such date of termination) (the “Continuation Period”), and subject to the last sentence of this Section 6.9(a), Parent shall, or shall cause the applicable Subsidiary Surviving Corporation or any of Parent their respective Affiliates to, provide for each employee of Continuing Employee (i) at least the Company same base salary and its Subsidiaries who is an employee of the Company and its Subsidiaries wage rate provided to such Continuing Employee immediately prior to the Closing and who continues in employment with Parent following the Closing (each, a “Continuing Employee”): (i) base salary or hourly wage rate, as applicable, and a target annual cash bonus opportunityEffective Time, (ii) severance and termination benefits short-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 those applicable such incentive compensation opportunities provided to each such Continuing Employee (if applicable) immediately before prior to the Company Merger Effective Time, and which severance and termination benefits are set forth in Schedule 6.9(a)(i) of the Company Disclosure Letter Time and (iii) employee benefits (excluding severance and termination benefits, defined benefit pensionas determined by Parent in its reasonable discretion, post-employment health and welfare benefits, and change of control, retention or other one-off awards (collectively, “Excluded Benefits”)) that are either (A) substantially the same 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 compensation and employee benefits provided to which such Continuing Employee was entitled immediately prior to the Company Merger Effective Time, or (B) substantially the same in the aggregate similar to the compensation and employee benefits provided to similarly-situated employees employed by 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 its Subsidiariestheir respective Affiliates to provide, or (C) a combination of severance payments and benefits to each Continuing Employee whose employment is terminated during such period that are no less favorable than the foregoing. For the avoidance of doubt, nothing severance payments and benefits as set forth in this Section 6.9(a) shall prevent Parent or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versa. Parent hereby acknowledges that the transactions contemplated by this Agreement shall constitute a “change in control,” “change of control” or term or concept of similar import of the Company and its Subsidiaries under the terms of the Company Benefit Plans. From and after the Company Merger Effective Time, the Surviving Corporation shall honor all obligations and rights under the Company Benefit Plans in accordance with their terms and under all employment, severance, change in control, retention and other agreements, if any, between the Company (or a Subsidiary thereof) and a Continuing Employee, including, but not limited to, those Company Benefit Plans set forth on Schedule 6.9(a)(ii) of the Company Disclosure Letter. Notwithstanding the provisions of this Section 6.9(a) or as set forth in the remaining subsections of Section 6.9, it being understood that to the foregoing shall not be construed to limit any amendments extent a Continuing Employee is employed in a jurisdiction where applicable Law requires different treatment of such Continuing Employee’s compensation or terminations otherwise permitted by the benefits entitlements, or such Continuing Employee’s terms of employment are governed by a collective bargaining, works council or similar agreement, Parent shall, or shall cause the Surviving Corporation or any of their respective Affiliates to comply with the requirements of any such applicable arrangementsLaws or collective bargaining, works council or similar agreements.

Employee Matters. (a) Parent agrees that for a For the one (1)-year period of 12 months immediately following the Company Merger Effective Time Closing Date (or, if an applicable employee’s shorter, the period of employment earlier terminates, through such date of termination) (the “Continuation Period”), and subject to the last sentence of this Section 6.9(arelevant Continuing Employee), Parent shallshall provide, or shall cause the applicable Subsidiary of Parent toits Subsidiaries to provide, provide each employee of the Company and or any of its Subsidiaries who is an employee as of the Company and Closing, to the extent that each such employee remains employed with Parent or any of its Subsidiaries immediately prior to (including the Closing Surviving Corporation) as of and who continues in employment with Parent following the Closing (eachany such employee, a “Continuing Employee”): ) with: (i) at least the same annual base salary or hourly base wage rate, rate as applicable, and a target annual cash bonus opportunityin effect immediately prior to the Closing Date, (ii) severance and termination benefits that are no less favorable than those applicable at least the same level of cash-based short-term incentive target opportunity provided to such Continuing Employee (if applicable) immediately before by the Company Merger Effective Time, and which severance and termination benefits are set forth in Schedule 6.9(a)(i) respect of the Company Disclosure Letter and fiscal year in which the Closing Date occurs, (iii) employee benefits (excluding severance and termination benefits, defined benefit pension, post-employment health and welfare benefits, and change of control, retention or other one-off awards (collectively, “Excluded Benefits”)) that are (A) substantially at least the same in the aggregate level of equity-based long-term incentive target opportunity provided by Parent to the compensation and employee benefits similarly situated employees of Parent (provided that if an annual equity or equity-based award is issued to which such a Continuing Employee was entitled immediately following the date hereof and prior to the Company Merger Effective Time, (B) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated employees employed by Parent or any of its Subsidiaries, or (C) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(a) shall prevent Parent or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versa. Parent hereby acknowledges that the transactions contemplated by this Agreement shall constitute a “change in control,” “change of control” or term or concept of similar import of the Company and its Subsidiaries under the terms of the Company Benefit Plans. From and after the Company Merger Effective Time, the Surviving Corporation shall honor all obligations and rights under the Company Benefit Plans Closing Date in accordance with their terms and under all employment, severance, change in control, retention and other agreements, if any, between the Company (or a Subsidiary thereof) and a Continuing Employee, including, but not limited to, those Company Benefit Plans set forth on Schedule 6.9(a)(iiSection 6.2(b)(x) of the Company Disclosure Letter, it being understood that the foregoing Parent shall not be construed required to limit any amendments provide a long-term incentive opportunity to such Continuing Employee during the one (1)-year period immediately following the Closing Date), and (iv) as applied to Continuing Employees in the aggregate, other employee benefits that are substantially comparable in the aggregate to either (A) such employee benefits provided under the Company Benefit Plans in which the Continuing Employee participated immediately prior to the Closing Date, or terminations otherwise permitted (B) the employee benefits provided by Parent to similarly situated employees of Parent, in each case excluding plans that were closed to new enrollees as of Closing. Without limiting the terms immediately preceding sentence, Parent shall provide, or shall cause its Subsidiaries to provide, for the one (1)-year period immediately following the Closing Date, each Continuing Employee with severance benefits equal to the severance benefits provided for under the Company Benefit Plan that is a severance benefit plan set forth in Section 4.11(a) of the applicable arrangementsCompany Disclosure Letter.

Employee Matters. (a) Parent agrees that for a period As of 12 months following the Company Merger Effective Time (orClosing Date, if an applicable employee’s employment earlier terminates, through such date of termination) (the “Continuation Period”), and subject to the last sentence of this Section 6.9(a), Parent Purchaser shall, or shall cause the applicable Subsidiary of Parent its Affiliates to, provide offer comparable employment as of the Closing Date to each employee who is actively employed by each Seller as of the Company Closing Date and its Subsidiaries who is an employee set forth on Section 4(o)(i) of the Company and its Subsidiaries Disclosure Schedules (including employees on vacation, holiday, jury duty or other similar absence) immediately prior to the Closing Date. Purchaser also shall, or shall cause its Affiliates to, offer re-instatement or employment, as the case may be, to each employee of each Seller who is not actively employed immediately prior to the Closing Date and who continues in employment with Parent following the Closing (each, has a “Continuing Employee”): (i) base salary or hourly wage rate, as applicable, and a target annual cash bonus opportunity, (ii) severance and termination benefits that are no less favorable than those applicable to such Continuing Employee (if applicable) immediately before the Company Merger Effective Time, and which severance and termination benefits are set forth in Schedule 6.9(a)(i) right of the Company Disclosure Letter and (iii) employee benefits (excluding severance and termination benefits, defined benefit pension, postre-employment health and welfare benefits, and change of control, retention or other one-off awards instatement under Law (collectively, “Excluded BenefitsInactive Business Employees”)) that are , in each case promptly upon his or her return from any leave or other absence (A) substantially the same date on which an Inactive Business Employee returns to, or commences, active employment with Purchaser or its Affiliates, the “Delayed Transfer Date”). Any Inactive Business Employee shall be treated as a Transferred Employee upon his or her Delayed Transfer Date. For purposes of this Agreement, “successor employer” means an employer who employs all Transferred Employees and provides those employees with comparable pay and benefits. Neither Purchaser nor any of its Affiliates shall be obligated, however, to continue to employ any Transferred Employee for any specific period of time following the Applicable Transfer Date, subject to Law. Each Seller shall assist Purchaser with its efforts to enter into compensation profiles and/or offers with such employees as soon as practicable after the date hereof and in the aggregate to the compensation and employee benefits to which such Continuing Employee was entitled immediately any event prior to the Company Merger Effective TimeApplicable Transfer Date. Each Seller shall pay any and all Liabilities arising in connection with any termination, (B) substantially notice, severance and similar payments with respect to any employee of such Seller or its Affiliates arising out of the same termination by such Seller of such employee’s employment with such Seller. Except as otherwise specifically provided in the aggregate to the compensation this Agreement, Purchaser and employee benefits provided to similarly-situated employees employed by Parent its Affiliates shall not assume any obligations under or Liabilities with respect to, or receive any right or interest in any trusts relating to, any assets of or any insurance, administration or other contracts pertaining to any Plans. Each Seller and Purchaser shall cooperate in good faith with one another to effectuate the provisions of its Subsidiaries, or (C) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(a) shall prevent Parent or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versa. Parent hereby acknowledges that the transactions contemplated by this Agreement shall constitute a “change in control,” “change of control” or term or concept of similar import of the Company and its Subsidiaries under the terms of the Company Benefit Plans. From and after the Company Merger Effective Time, the Surviving Corporation shall honor all obligations and rights under the Company Benefit Plans in accordance with their terms and under all employment, severance, change in control, retention and other agreements, if any, between the Company (or a Subsidiary thereof) and a Continuing Employee, including, but not limited to, those Company Benefit Plans set forth on Schedule 6.9(a)(ii) of the Company Disclosure Letter, it being understood that the foregoing shall not be construed to limit any amendments or terminations otherwise permitted by the terms of the applicable arrangements7(i).

Employee Matters. (a) Unless otherwise agreed between any Continuing Employee and Parent agrees that for a period of 12 months following the Company Merger Effective Time (or, if an applicable employee’s employment earlier terminates, through such date of termination) (the “Continuation Period”), and subject to the last sentence terms of this Section 6.9(a)any collective bargaining agreement which covers any Continuing Employee, Parent shall, or shall cause the applicable Subsidiary Company or one of Parent its Subsidiaries to, provide (i) from and after the Closing Date until the first anniversary thereof (or earlier cessation of employment, as applicable), a base salary or base wages to each Continuing Employee at a rate that is no less than the annual rate of the base salary or base wages that was provided to such Continuing Employee immediately prior to the Closing; (ii) from and after the Closing Date until December 31 of the year in which the Closing occurs (or earlier cessation of employment, as applicable), target annual cash bonus opportunity to each Continuing Employee that is no less than the target annual cash bonus opportunity that was provided to such Continuing Employee immediately prior to the Closing and (iii) from and after the Closing Date until the first anniversary thereof (or earlier cessation of employment, as applicable), other employee benefits (but excluding any change of control, sale, retention or similar bonus arrangements, long-term incentive cash bonus opportunity or equity or equity-linked compensation) that are substantially similar, in the aggregate, to, in Parent’s sole discretion, either (x) the other employee benefits (but excluding any change of control, sale, retention or similar bonus arrangements, long-term incentive cash bonus opportunity or equity or equity-linked compensation) provided to employees of the Company and its Subsidiaries who is an employee or any of the Company and its Subsidiaries immediately prior to the Closing and who continues in employment with Parent following Date or (y) the Closing (each, a “Continuing Employee”): (i) base salary or hourly wage rate, as applicable, and a target annual cash bonus opportunity, (ii) severance and termination benefits that are no less favorable than those applicable to such Continuing Employee (if applicable) immediately before the Company Merger Effective Time, and which severance and termination benefits are set forth in Schedule 6.9(a)(i) of the Company Disclosure Letter and (iii) other employee benefits (but excluding severance and termination benefits, defined benefit pension, post-employment health and welfare benefits, and any change of control, sale, retention or other onesimilar bonus arrangements, long-off awards (collectively, “Excluded Benefits”)term incentive cash bonus opportunity or equity or equity-linked compensation) that are (A) substantially the same in the aggregate to the compensation and employee benefits to which such Continuing Employee was entitled immediately prior to the Company Merger Effective Time, (B) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated employees employed of Parent and its Subsidiaries (excluding any such benefits that similarly-situated employees of Parents and its Subsidiaries become entitled to as a result of the transactions contemplated by Parent this Agreement or any of its Subsidiaries, or (C) a combination of the foregoingAncillary Agreement). For the avoidance of doubt, nothing Nothing in this Section 6.9(a) Agreement shall prevent Parent preclude Parent, the Surviving Company or any of its Subsidiaries from converting terminating the method employment of payment for any Continuing Employee from salaried to an hourly basis employee at any time on or vice versa. Parent hereby acknowledges that the transactions contemplated by this Agreement shall constitute a “change in control,” “change of control” or term or concept of similar import of the Company and its Subsidiaries under the terms of the Company Benefit Plans. From and after the Company Merger Effective Time, the Surviving Corporation shall honor all obligations and rights under the Company Benefit Plans in accordance with their terms and under all employment, severance, change in control, retention and other agreements, if any, between the Company (Closing or a Subsidiary thereof) and a Continuing Employee, including, but not limited to, those Company Benefit Plans set forth on Schedule 6.9(a)(ii) require any payment of the Company Disclosure Letter, it being understood that the foregoing shall not be construed compensation or provision of benefits to limit any amendments or terminations otherwise permitted by the terms of the applicable arrangementssuch person thereafter.

Employee Matters. (a) On and after the Closing Date, Parent agrees that for a period or an affiliate of 12 months following Parent shall provide employees of each Acquired Company who continue to be employed by an Acquired Company or by Parent or an Affiliate of Parent on and after the Company Merger Effective Time (or, if an applicable employee’s employment earlier terminates, through such date of termination) Closing (the “Continuation PeriodContinuing Employees”) with base salary, bonus opportunity, severance and benefits which are, in the aggregate, no less favorable in the aggregate as provided by Parent and its Affiliates to similarly situated employees of Parent and its Affiliates (but that are no worse than such Continuing Employees’ existing compensation and benefits and Employee Plans each such employee is entitled or eligible to receive from any Acquired Company as of the Closing Date). Parent further agrees that, from and subject to after the last sentence of this Section 6.9(a)Closing Date, Parent shall, or shall and shall cause the applicable Subsidiary each Acquired Company and each of Parent to, provide each employee its Affiliates to grant all of the Continuing Employees credit for any service with such Acquired Company and its Subsidiaries who is an employee of the Company and its Subsidiaries immediately earned prior to the Closing and who continues in employment with Parent following the Closing (each, a “Continuing Employee”): Date (i) base salary or hourly wage rate, as applicable, for eligibility and a target annual cash bonus opportunity, vesting purposes and (ii) for purposes of vacation accrual and severance and termination benefits benefit determinations under any benefit or compensation plan, program, agreement or arrangement that are no less favorable than those applicable to such Continuing Employee (if applicable) immediately before the Company Merger Effective Time, and which severance and termination benefits are set forth in Schedule 6.9(a)(i) of the Company Disclosure Letter and (iii) employee benefits (excluding severance and termination benefits, defined benefit pension, post-employment health and welfare benefits, and change of control, retention may be established or other one-off awards (collectively, “Excluded Benefits”)) that are (A) substantially the same in the aggregate to the compensation and employee benefits to which such Continuing Employee was entitled immediately prior to the Company Merger Effective Time, (B) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated employees employed is maintained by Parent or any of its Subsidiaries, or (C) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(a) shall prevent Parent Surviving Corporation or any of its Subsidiaries from converting on or after the method Closing Date (the “Parent Plans”); provided, however, that such service shall not be recognized or credited (i) for any purpose under any equity or quasi-equity compensation plan or defined benefit pension maintained by Parent or Parent’s Affiliates, or (ii) to the extent that such recognition would result in a duplication of payment benefits provided to the Continuing Employee or to the extent that such service was not recognized under any similar Employee Plan of the Company. In addition, for purposes of each Parent Plan providing medical, dental, pharmaceutical, vision and/or other health benefits to any Continuing Employee, Parent shall use commercially reasonable efforts to (A) cause to be waived all pre-existing condition exclusions and actively-at-work requirements and similar limitations, eligibility waiting periods and evidence of insurability requirements to the extent waived or satisfied by a Continuing Employee and his or her covered dependents under any Employee Plan as of the Closing Date and (B) cause any deductible, co-insurance and covered out-of-pocket expenses paid by any Continuing Employee from salaried (or covered dependent thereof) during the portion of the plan year in which such Continuing Employee participated in an Employee Plan to an hourly basis or vice versabe taken into account for purposes of satisfying the corresponding deductible, coinsurance and maximum out-of-pocket provisions after the Closing Date under any applicable Parent Plan in the applicable plan year. The provisions of this Section 6.04 are for the sole benefit of Parent hereby acknowledges that the transactions contemplated by this Agreement shall constitute a “change in control,” “change of control” or term or concept of similar import of and the Company and its Subsidiaries nothing contained herein, express or implied, is intended to confer upon any employee or former employee of any Acquired Company any right to continued or resumed employment for any period or continued receipt of any specific employee benefit, or shall constitute an amendment to or any other modification of any Parent Plan or Employee Plan (or an undertaking to amend any such plan) or other compensation and benefits plan maintained for or provided to Company employees, including Continuing Employees, prior to, on or following the Closing. No provision of this Section 6.04 shall create any rights in any such persons in respect of any benefits that may be provided under any plan or arrangement which may be established by Parent, or any of Parent’s Affiliates. Nothing contained herein shall be construed as requiring, and the terms Company, Parent and their Affiliates shall take no action that would have the effect of the Company Benefit Plans. From and after the Company Merger Effective Timerequiring, the Surviving Corporation shall honor all obligations and rights under the Company Benefit Plans in accordance with Company, Parent or their terms and under all employment, severance, change in control, retention and other agreements, if any, between the Company (or a Subsidiary thereof) and a Continuing Employee, including, but not limited to, those Company Benefit Plans set forth on Schedule 6.9(a)(ii) of the Company Disclosure Letter, it being understood that the foregoing shall not be construed Affiliates to limit continue any amendments or terminations otherwise permitted by the terms of the applicable arrangementsspecific Employee Plan.

Employee Matters. (a) Parent agrees that for Employees of the Company and its Subsidiaries as of immediately prior to the Closing who continue their employment with the Surviving Corporation or any of its Subsidiaries immediately following the Closing are referred to herein as the “Continuing Employees.” For a period of 12 at least twelve (12) months following the Company Merger Effective Time Closing Date (or, if an applicable employee’s employment earlier terminatesearlier, through such the date of a Continuing Employee’s termination, with respect to such Continuing Employee only) (the “Continuation Period”), Parent will or will cause the Surviving Corporation to provide Continuing Employees with (i) base salary and subject hourly wages no less than those in effect immediately prior to the last sentence of this Section 6.9(a)Closing, Parent shall(ii) short-term incentive compensation opportunities (including commissions and annual bonuses, but excluding employee equity incentive compensation and the TAC Acquisition Corp. 2016 Bonus Unit Plan, defined benefit plans, non-qualified retirement plan benefits or shall cause post-termination welfare plans or arrangements) that are substantially comparable in the applicable Subsidiary of Parent toaggregate to those in effect immediately prior to the Closing, provide each (iii) other employee of benefits that are substantially comparable in the Company and its Subsidiaries who is an employee of the Company and its Subsidiaries aggregate to those in effect immediately prior to the Closing under the Plans set forth on Schedule 4.16(a) (other than any long-term incentive and who continues equity-incentive opportunities, nonqualified deferred compensation, defined benefit plans for Continuing Employees outside the U.K., or retiree medical or life insurance programs) (provided, that in employment the event an employee benefit plan or program described in this clause (iii) cannot be provided for the Continuation Period on the basis that the comparable plan or program offered by Parent and its Affiliates is frozen to new employees or is not available to similarly situated employees of Parent and its Affiliates (an “Unavailable Benefit”), then Parent shall make available to the impacted Continuing Employee an alternative arrangement that provides, or otherwise compensates such impacted Continuing Employee(s) for, a substantially comparable benefit as the Unavailable Benefit (an “Alternative Arrangement”)), and (iv) with Parent following respect to any other employee benefits that are not set forth on Schedule 4.16(a) (excluding, in each case, any long-term incentive and equity-incentive opportunities, nonqualified deferred compensation, defined benefit plans for Continuing Employees outside the U.K., or retiree medical or life insurance programs), employee benefits that are substantially comparable in the aggregate to such employee benefits as in effect immediately prior to the Closing (eachprovided, a that in the event of an Unavailable Benefit (provided, that for this purpose the references to “clause (iii)” in the definition of “Unavailable Benefit” shall be deemed to be references to “clause (iv)”), then Parent shall make available to the impacted Continuing EmployeeEmployee an Alternative Arrangement (provided, that for this purpose the references to “clause (iii)” in the definition of “Alternative Arrangement” shall be deemed to be references to “clause (iv)”): )); provided, further, that all employee benefits or arrangements made available under clause (iiv) base salary will not, individually or hourly wage ratein the aggregate, as applicableexceed $200,000 in value)). Without limiting the generality of the foregoing, from and a target annual cash bonus opportunityafter the Closing, Parent will, or will cause the Surviving Corporation to, provide severance pay and benefits to any Continuing Employee whose employment is terminated by Parent or any of its Affiliates (iiincluding the Surviving Corporation) severance during the Continuation Period on terms and termination benefits in amounts that are no less favorable than those applicable to such Continuing Employee (if applicable) immediately before the Company Merger Effective Time, severance pay and which severance and termination benefits are set forth in Schedule 6.9(a)(i) of the Company Disclosure Letter and (iii) employee benefits (excluding severance and termination benefits, defined benefit pension, post-employment health and welfare benefits, and change of control, retention or other one-off awards (collectively, “Excluded Benefits”)) that are (A) substantially the same in the aggregate to the compensation and employee benefits to which such Continuing Employee was entitled immediately prior to the Company Merger Effective Time, (B) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-similarly situated employees employed by of Parent or any of and its Subsidiaries, or (C) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(a) shall prevent Parent or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versa. Parent hereby acknowledges that the transactions contemplated by this Agreement shall constitute a “change in control,” “change of control” or term or concept of similar import of the Company and its Subsidiaries under the terms of the Company Benefit Plans. From and after the Company Merger Effective Time, the Surviving Corporation shall honor all obligations and rights under the Company Benefit Plans in accordance with their terms and under all employment, severance, change in control, retention and other agreements, if any, between the Company (or a Subsidiary thereof) and a Continuing Employee, including, but not limited to, those Company Benefit Plans set forth on Schedule 6.9(a)(ii) of the Company Disclosure Letter, it being understood that the foregoing shall not be construed to limit any amendments or terminations otherwise permitted by the terms of the applicable arrangements.

Employee Matters. (a) Parent agrees that for a period of 12 months following the Company Merger Effective Time (orAcquiror shall provide, if an applicable employee’s employment earlier terminatesor cause to be provided, through such date of termination) (the “Continuation Period”), and subject to the last sentence of this Section 6.9(a), Parent shall, or shall cause the applicable Subsidiary of Parent to, provide each employee current employees of the Company and its Subsidiaries who is an employee remain employed with the Surviving Corporation or its Subsidiaries following the Closing (the “Affected Employees”), for a period of one (1) year following the Closing (and while employed by Surviving Corporation or its Subsidiaries), (i) annual base salary or wage (as applicable) and target annual cash incentive compensation or commission opportunities that are, in each case, no less than the annual base salary or wages and target annual cash incentive compensation or commission opportunities, respectively, provided to each such Affected Employee immediately prior to the Closing Date and (ii) health, welfare and retirement benefits (excluding, for the avoidance of doubt, any post-employment welfare, defined benefit pension and deferred compensation plans) that are either (x) substantially similar in the aggregate to those currently provided by the Company and its Subsidiaries to each such Affected Employee immediately prior to the Closing Date or (y) the same as those made available to similarly situated employees of Acquiror and who continues in employment with Parent following its Subsidiaries. Acquiror shall and shall cause the Closing (each, a “Continuing Employee”): (i) base salary or hourly wage rateCompany and its Subsidiaries, as applicable, to honor the terms of existing employment, severance, change of control and a target annual cash bonus opportunity, (ii) severance and termination benefits that are no less favorable than those applicable to such Continuing Employee (if applicable) immediately before salary continuation agreements between the Company Merger Effective Time, and which severance and termination benefits are set forth in Schedule 6.9(a)(i) of the Company Disclosure Letter and (iii) employee benefits (excluding severance and termination benefits, defined benefit pension, post-employment health and welfare benefits, and change of control, retention or other one-off awards (collectively, “Excluded Benefits”)) that are (A) substantially the same in the aggregate to the compensation and employee benefits to which such Continuing Employee was entitled immediately prior to the Company Merger Effective Time, (B) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated employees employed by Parent or any of its SubsidiariesSubsidiaries and any current or former officer, director, employee or (C) a combination consultant of the foregoingCompany or any of its Subsidiaries or group of such officers, directors, employees or consultants, in each case, to the extent the Company or any of its Subsidiaries would have been required to perform (and on and prior to the Closing was performing) such agreements and such agreements constitute Company Benefit Plans set forth on Schedule 4.12(a). For the avoidance of doubt, nothing in this Section 6.9(a(A) shall prevent Parent or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versa. Parent hereby acknowledges that the transactions contemplated by this Agreement shall constitute a “change in control,” “change of control” or term or concept of similar import of the Company and its Subsidiaries under the terms of the Company Benefit Plans. From and after the Company Merger Effective Timeequity-based incentive compensation, the Surviving Corporation shall honor all obligations and rights under the Company Benefit Plans in accordance with their terms and under all employment, severanceretention, change in control, retention transaction, and other agreements, if any, between the Company (similar one-time bonus or a Subsidiary thereof) and a Continuing Employee, including, but not limited to, those Company Benefit Plans set forth on Schedule 6.9(a)(ii) of the Company Disclosure Letter, it being understood that the foregoing special compensation shall not be construed to limit any amendments or terminations otherwise permitted by taken into consideration for the terms purposes of the applicable arrangementsrequirements of this Section 7.4(a) and (B) this Section 7.4(a) shall not apply to Affected Employees who are covered by a collective bargaining agreement.

Employee Matters. (a) Parent agrees that During the period commencing on the Closing Date and ending on the first anniversary of the Closing Date (or earlier upon a Continuing Employee’s termination of employment for a period of 12 months following any reason) and provided that, no less than thirty (30) days prior to the Company Merger Effective Time Closing, Seller provides Purchaser with such information as is reasonably necessary for Purchaser to satisfy its obligations pursuant to this clause (or, if an applicable employee’s employment earlier terminates, through such date of terminationa) (and updated as of the “Continuation Period”Closing Date), and subject to the last sentence of this Section 6.9(a), Parent Purchaser shall, or shall cause the applicable Subsidiary of Parent its Affiliates to, provide each employee to the Business Employees who remain employed by the Company or its Subsidiaries as of the Company and its Subsidiaries who is an employee Closing, including employees not actively at work due to injury, vacation, military duty, disability or other leave of the Company and its Subsidiaries immediately prior to the Closing and who continues in employment with Parent following the Closing absence (each, but excluding any Business Employee covered by a Collective Bargaining Agreement) (“Continuing Employees”), with, as to each Continuing Employee”): , (i) at least the same level of base salary or hourly wage rate, as applicablethe case may be, and a target annual cash bonus opportunitythat was provided to such Continuing Employee immediately prior to the Closing, (ii) severance and termination benefits target annual cash performance bonus opportunities that are no less favorable than those applicable the target annual cash performance bonus opportunities (but not equity-based or long-term incentive opportunities) in effect with respect to such Continuing Employee (if applicable) immediately before the Company Merger Effective Time, and which severance and termination benefits are set forth in Schedule 6.9(a)(i) of the Company Disclosure Letter and (iii) employee benefits (excluding severance and termination benefits, defined benefit pension, post-employment health and welfare benefits, and change of control, retention or other one-off awards (collectively, “Excluded Benefits”)) that are (A) substantially the same in the aggregate to the compensation and employee benefits to which such Continuing Employee was entitled immediately prior to the Company Merger Effective TimeClosing, (Biii) substantially eligibility for severance pay and benefits on a termination of employment by the same in the aggregate Purchaser and its Affiliates without “cause” pursuant to (and subject to the compensation terms and employee benefits provided conditions of) the plan or policy of Purchaser and its Affiliates in effect as of the date of such termination that is generally applicable to similarly-situated employees employed by Parent or any of its Subsidiaries, or (C) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(a) shall prevent Parent or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versa. Parent hereby acknowledges that the transactions contemplated by this Agreement shall constitute a “change in control,” “change of control” or term or concept of similar import of the Company Purchaser and its Subsidiaries under Affiliates, and (iv) other retirement and welfare benefits (excluding defined benefit pension benefits and retiree health and welfare) that are substantially comparable in the terms of aggregate to those provided to Continuing Employees immediately prior to the Company Benefit Plans. From Closing (excluding defined benefit pension benefits and after the Company Merger Effective Time, the Surviving Corporation shall honor all obligations retiree health and rights under the Company Benefit Plans in accordance with their terms and under all employment, severance, change in control, retention and other agreements, if any, between the Company (or a Subsidiary thereof) and a Continuing Employee, including, but not limited to, those Company Benefit Plans set forth on Schedule 6.9(a)(ii) of the Company Disclosure Letter, it being understood that the foregoing shall not be construed to limit any amendments or terminations otherwise permitted by the terms of the applicable arrangementswelfare).

Employee Matters. (a) Parent agrees For the remainder of the calendar year that for a period of 12 months following includes the Company Merger Effective Time (or, if an applicable employee’s employment earlier terminates, through such date of termination) and the following calendar year (the “Continuation Period”), and subject to the last sentence of this Section 6.9(a), Parent shall, shall provide or shall cause the applicable Subsidiary of Parent to, Surviving Corporation to provide to each employee of individual who is employed by the Company and its Subsidiaries who is an employee of the or any Company and its Subsidiaries Subsidiary immediately prior to the Closing and who continues in employment with Parent following the Closing Effective Time (each, a “Continuing Company Employee”): ) (i) annual base salary or hourly base wage rate, as applicable, and a target annual cash bonus opportunity, (ii) severance and termination benefits incentive opportunities that are each no less favorable than those applicable provided to such Continuing Company Employee (if applicable) immediately before by the Company Merger Effective Time, and which severance and termination benefits are set forth in Schedule 6.9(a)(i) of or the Company Disclosure Letter Subsidiaries immediately prior to the Effective Time and (iiiii) other employee benefits (excluding severance and termination benefits, defined benefit pension, post-employment health and welfare benefits, and change the value of control, retention or other one-off awards (collectively, “Excluded Benefits”)equity compensation) that are (A) substantially the same comparable in the aggregate to the compensation and employee benefits those provided to which such Continuing Company Employee was entitled by the Company or the Company Subsidiaries immediately prior to the Company Merger Effective Time, (B) substantially . Continuing Company Employees will be eligible to participate in Parent equity plans following the Effective Time on the same in the aggregate to the compensation and employee benefits provided to similarly-basis as other similarly situated employees employed by Parent or any of its Subsidiaries, or (C) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(a) shall prevent Parent or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versa. Parent hereby acknowledges that the transactions contemplated by this Agreement shall constitute a “change in control,” “change of control” or term or concept of similar import of the Company and its Subsidiaries under the terms of the Company Benefit Plans. From and after the Company Merger Effective TimeParent, the Surviving Corporation and their respective affiliates. Following the Continuation Period, the Continuing Company Employees shall honor all obligations be entitled to participate in the plans of Parent, the Surviving Corporation or their respective affiliates (the “Surviving Corporation Plans”) to the same extent as other similarly situated employees of Parent, the Surviving Corporation and rights under their respective affiliates. In addition, and without limiting the Company Benefit Plans in accordance with their terms and under all employment, severance, change in control, retention and other agreements, if any, between the Company (or a Subsidiary thereof) and a Continuing Employee, including, but not limited to, those Company Benefit Plans set forth on Schedule 6.9(a)(ii) generality of the foregoing, each Continuing Company Disclosure LetterEmployee shall be immediately eligible to participate, it being understood that without any waiting time, in any Surviving Corporation Plans providing health or welfare coverage, to the foregoing 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 6.05 or elsewhere in this Agreement shall not be construed to limit create a right in any amendments Continuing Company Employee to employment with Parent or terminations otherwise permitted by the terms of the applicable arrangementsSurviving Corporation.

Employee Matters. (a) Parent agrees that for a period of 12 months following the Company Merger Effective Time (or, if an applicable employee’s employment earlier terminates, through such date of termination) (the “Continuation Period”), and subject Prior to the last sentence of this Section 6.9(a)Closing Date, Parent shallParent, in its sole discretion, may offer some or shall cause the applicable Subsidiary of Parent to, provide each employee all individuals who were employees of the Company and its Subsidiaries who is an employee of the Company and its Subsidiaries immediately prior to the Closing and who continues date of this Agreement employment as regular “at will” employees or transitional “at will” employees of Parent or a subsidiary of Parent (including the Surviving Company). Such “at-will” employment arrangements will (i) be set forth in employment offer letters in keeping with Parent following the Closing Parent’s customary practice for similarly situated employees (each, an “Offer Letter”) or a “Continuing Employeetransitional services agreement (each a ‘Transitional Services Agreement”): (i) base salary or hourly wage ratewhich shall be in substantially the forms attached as Exhibit E and Exhibit F, as applicable, and a target annual cash bonus opportunityrespectively, (ii) severance provide to each such employee base salary that is no less favorable than the employee’s base salary immediately prior to the date of this Agreement and termination benefits that are no less favorable in the aggregate than those applicable the benefits provided to such Continuing Employee (if applicable) immediately before the Company Merger Effective Timea similarly situated employee of Parent, and which severance and termination benefits are set forth in Schedule 6.9(a)(i) of the Company Disclosure Letter and (iii) supersede any prior employment agreements and other arrangements with each such employee benefits in effect prior to the Closing Date (excluding severance other than any proprietary rights, confidentiality, noncompetition and termination benefitsassignment of inventions agreements). Each employee of the Company who executes and delivers his or her acceptance of an Offer Letter or Transitional Services Agreement and associated new hire documents and agreements within the reasonable deadline set by the Offer Letter or Transitional Services Agreement, defined which shall be prior to the Closing Date, and becomes an employee of Parent or a subsidiary of Parent (including the Surviving Company) shall be referred to herein as a “Continuing Employee.” Notwithstanding anything in this Agreement to the contrary, no Continuing Employee, and no other Company employee, shall be deemed to be a third party beneficiary of this Agreement. Parent shall amend its qualified employee benefit pensionplans to provide past service credit for purposes of eligibility and vesting for services performed by a Continuing Employee to the Company or any Affiliate of the Company, post-employment shall waive any waiting period for the provision of health and welfare benefits, and change of control, retention or other one-off awards (collectively, “Excluded Benefits”)) that are (A) substantially the same in the aggregate to the compensation and employee benefits to which such Continuing Employee was entitled immediately prior to the Company Merger Effective Time, (B) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated employees employed by Parent or any of its Subsidiaries, or (C) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(a) shall prevent Parent or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versa. Parent hereby acknowledges that the transactions contemplated by this Agreement shall constitute a “change in control,” “change of control” or term or concept of similar import of the Company and its Subsidiaries under the terms of the Company Benefit Plans. From and after the Company Merger Effective Time, the Surviving Corporation shall honor all obligations and rights under the Company Benefit Plans in accordance with their terms and under all employment, severance, change in control, retention and other agreements, if any, between the Company (or a Subsidiary thereof) and a Continuing Employee, including, but not limited to, those and shall provide credit toward the deductible and out-of-pocket maximum of any health or welfare plan maintained by Parent for payments made by a Continuing Employee to a Company Benefit Plans set forth on Schedule 6.9(a)(ii) of Employee Program for health care expenses accrued prior to the Company Disclosure Letter, it being understood that the foregoing shall not be construed to limit any amendments or terminations otherwise permitted by the terms of the applicable arrangementsClosing Date.

Employee Matters. (a) Following the Closing Date, Parent agrees shall maintain or cause to be maintained employee benefit plans and compensation opportunities for the benefit of employees (as a group) who are actively employed by Company and its Subsidiaries on the Closing Date ("Covered Employees") that provide employee benefits and compensation opportunities which, in the aggregate, are substantially comparable to the employee benefits and compensation opportunities that are generally made available to similarly situated employees of Parent or its Subsidiaries (other than Company and its Subsidiaries), as applicable; provided, that in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of Parent or its Subsidiaries; provided, further, that until such time as Parent shall cause Covered Employees to participate in the benefit plans and compensation opportunities that are made available to similarly situated employees of Parent or its Subsidiaries (other than Company and its Subsidiaries), a Covered Employee's continued participation in employee benefit plans and compensation opportunities of Company and its Subsidiaries shall be deemed to satisfy the foregoing provisions of this sentence (it being understood that participation in the Parent plans may commence at different times with respect to each Parent plan). (b) To the extent that a Covered Employee becomes eligible to participate in an employee benefit plan maintained by Parent or any of its Subsidiaries (other than Company or its Subsidiaries), Parent shall cause such employee benefit plan to (i) recognize the service of such Covered Employee with Company or its Subsidiaries (or their predecessor entities) for purposes of eligibility, participation, vesting and benefit accrual under such employee benefit plan of Parent or any of its Subsidiaries, to the same extent such service was recognized immediately prior to the Effective Time under a comparable Company Benefit Plan in which such Covered Employee was eligible to participate immediately prior to the Effective Time; provided that such recognition of service (A) shall not operate to duplicate any benefits of a Covered Employee with respect to the same period of 12 months following service and (B) shall not apply for purposes of (1) any plan, program or arrangement under which similarly-situated employees of Parent and its Subsidiaries do not receive credit for prior service, (2) "retirement" eligibility under Parent's equity compensation plans and arrangements, (3) eligibility for subsidized post-retirement, medical or 25 <PAGE> life insurance and (4) grandfathering and/or the level of pay credits under Parent's defined benefit retirement plan or subsidized retiree medical benefits, and (ii) with respect to any health, dental, vision plan or other welfare of Parent or any of its Subsidiaries (other than Company and its Subsidiaries) in which any Covered Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, use its reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Parent or Subsidiary plan to be waived with respect to such Covered Employee to the extent such limitation would have been waived or satisfied under the Company Merger Benefit Plan in which such Covered Employee participated immediately prior to the Effective Time Time, and (y) recognize any health, dental or vision expenses incurred by such Covered Employee in the year that includes the Closing Date (or, if an later, the year in which such Covered Employee is first eligible to participate) for purposes of any applicable employee’s employment earlier terminatesdeductible and annual out-of-pocket expense requirements under any such health, through such date dental or vision plan of terminationParent or any of its Subsidiaries. (c) (From and after the “Continuation Period”), and subject to the last sentence of this Section 6.9(a)Effective Time, Parent shall, or shall cause the applicable Subsidiary of Parent its Subsidiaries to, provide each employee honor, in accordance with the terms thereof as in effect as of the date hereof or as may be amended or terminated after the date hereof with the prior written consent of Parent, each employment agreement and change in control agreement to which Company or any of its Subsidiaries is a party and the obligations of Company and its Subsidiaries who is an employee as of the Company and its Subsidiaries immediately prior to the Closing and who continues in employment with Parent following the Closing (each, a “Continuing Employee”): (i) base salary Effective Time under each deferred compensation plan or hourly wage rate, as applicable, and a target annual cash bonus opportunity, (ii) severance and termination benefits that are no less favorable than those applicable to such Continuing Employee (if applicable) immediately before the Company Merger Effective Time, and which severance and termination benefits are set forth in Schedule 6.9(a)(i) of the Company Disclosure Letter and (iii) employee benefits (excluding severance and termination benefits, defined benefit pension, post-employment health and welfare benefits, and change of control, retention or other one-off awards (collectively, “Excluded Benefits”)) that are (A) substantially the same in the aggregate to the compensation and employee benefits agreement to which such Continuing Employee was entitled immediately prior to the Company Merger Effective Time, they are a party. (Bd) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated employees employed by Parent or any of its Subsidiaries, or (C) a combination of the foregoing. For the avoidance of doubt, nothing Nothing in this Section 6.9(a) 6.5 shall prevent be construed to limit the right of Parent or any of its Subsidiaries from converting (including, following the method of payment for any Continuing Employee from salaried to an hourly basis or vice versa. Parent hereby acknowledges that the transactions contemplated by this Agreement shall constitute a “change in control,” “change of control” or term or concept of similar import of the Closing Date, Company and its Subsidiaries under the terms of the Subsidiaries) to amend or terminate any Company Benefit Plans. From and after Plan or other employee benefit plan, to the Company Merger Effective Time, the Surviving Corporation shall honor all obligations and rights under the Company Benefit Plans in accordance with their terms and under all employment, severance, change in control, retention and other agreements, if any, between the Company (extent such amendment or a Subsidiary thereof) and a Continuing Employee, including, but not limited to, those Company Benefit Plans set forth on Schedule 6.9(a)(ii) of the Company Disclosure Letter, it being understood that the foregoing shall not be construed to limit any amendments or terminations otherwise termination is permitted by the terms of the applicable arrangements.plan, nor shall anything in this Section 6.5 be construed to require the Parent or any of its Subsidiaries (including, following the Closing Date, Company and its Subsidiaries) to retain the employment of any particular Covered Employee for any fixed period of time following the Closing Date. (e) Without limiting the generality of Section 9.9, the provisions of this Section 6.5 are solely for the benefit of the parties to this Agreement, and no current or former employee, director or independent contractor or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of the Agreement, and nothing herein shall be construed as an amendment to any Company Benefit Plan or other employee benefit plan for any purpose. (f) Prior to the Effective Time, if requested by Parent in writing reasonably in advance of the Effective Time, the Company shall cause the Company employee stock ownership plan ("ESOP"), any or all Company 401(k) plans, any or all Company profit sharing plans and any other qualified plans of the Company to be terminated effective immediately prior to the Effective Time. At the request of Parent, termination of the ESOP will include taking any such action as Parent may reasonably determine to repay each loan thereunder. (g) For purposes of this Agreement, "Company Benefit Plans" means each "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), whether or not subject to ERISA, and each employment, consulting, bonus, incentive or deferred compensation, vacation, stock option or other equity- 26 <PAGE> based, severance, termination, retention, change of control, profit-sharing, fringe benefit or other similar plan, program, agreement or commitment, whether written or unwritten, for the benefit of any employee, former employee, director or former director of Company or any of its Subsidiaries entered into, maintained or contributed to by Company or any of its Subsidiaries or to which Company or any of its Subsidiaries is obligated to contribute, or with respect to which Company or any of its Subsidiaries has any liability, direct or indirect, contingent or otherwise (including any liability arising out of an indemnification, guarantee, hold harmless or similar agreement) or otherwise providing benefits to any current, former or future employee, officer or director of Company or any of its Subsidiaries or to any beneficiary or dependant thereof. 6.6

Employee Matters. (a) Parent agrees that for For a period from the Closing Date until the later of 12 months following (i) December 31, 2024 and (ii) the Company Merger Effective Time first (or, if an 1st) anniversary of the Closing (or for such longer period as required by applicable employee’s employment earlier terminates, through such date of terminationLaw) (the “Continuation Period”), and subject to the last sentence of this Section 6.9(a), Parent Purchaser shall, or shall cause the applicable Subsidiary of Parent its Affiliates to, provide to each employee Business Employee who is employed by any Business Group Member as of the Company Closing Date and its Subsidiaries who is an employee either employed by the Transferred Company or who accepts Purchaser’s or its Affiliates’ offer of employment, in each case effective upon the Company Effective Time and its Subsidiaries immediately prior to conditioned on the Closing and who continues in employment with Parent following the Closing occurring (eacheach such Business Employee, a “Continuing Employee”): ), (i) a base salary or hourly wage rate, wages (as applicable) and variable pay and short-term incentive compensation opportunities, and a target annual cash bonus opportunityin each case, (ii) severance and termination benefits that are no less favorable than those provided to such Continuing Employee immediately prior to the Closing Date, (ii) other employee benefits (excluding long-term incentive compensation, retiree benefits (pension and welfare), equity-based compensation and retention or transaction-based compensation), that are substantially comparable in the aggregate to those provided to such Continuing Employee immediately prior to the Closing Date and (iii) long-term incentive compensation opportunities and retiree benefits (pension and welfare), in each case, on a substantially similar basis as provided to newly hired similarly-situated non-union employees of Purchaser and its Affiliates, but after taking into account the requirements of the remainder of this Section 5.06(a). 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 during the Continuation Period, severance and termination benefits at the level that would have been applicable to such Continuing Employee (if applicable) immediately before under the Company Merger Effective Time, and which relevant severance and termination benefits are practices set forth in Schedule 6.9(a)(ion Section 5.06(a) of the Company Seller Disclosure Letter and (iii) employee benefits (excluding severance and termination benefitsLetter, defined benefit pension, post-employment health and welfare benefits, and change of control, retention or other one-off awards (collectively, “Excluded Benefits”)) that are (A) substantially the same in the aggregate to the compensation and employee benefits to which taking into account such Continuing Employee was entitled immediately Employee’s service with Seller and its Affiliates (including any Business Group Member) and any of their respective predecessors prior to the Company Merger Effective Time, (B) substantially Closing Date in accordance with the same in the aggregate schedule of service provided by Seller to Purchaser prior to the compensation Closing Date, as well as service with Purchaser and employee benefits provided its Affiliates following the Closing Date. Effective as of the Closing, the Transferred Company shall cease to similarly-situated employees employed be a participating employer in all Benefit Plans, and each Continuing Employee shall cease to participate in any Benefit Plan sponsored by Parent Seller or any of its SubsidiariesAffiliates as an active employee. Prior to the Closing, Seller shall cause all Continuing Employees to be fully vested in their accounts under any 401(k) plan sponsored by the Seller or its Affiliates. Seller shall, or shall cause one of its Affiliates (Cother than the Transferred Company), to pay, as soon as practicable following the Closing, each Continuing Employee a cash amount equal to the fair value (as determined by Seller) of any time-based restricted stock units or performance stock units of Seller that such Continuing Employee forfeits as a combination result of transferring to Purchaser or one of its Affiliates; provided that, in the case of performance stock units, the cash value shall be calculated based on the target number of shares subject to such award, prorated based on the portion of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(a) shall prevent Parent or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried vesting period that has elapsed prior to an hourly basis or vice versa. Parent hereby acknowledges that the transactions contemplated by this Agreement shall constitute a “change in control,” “change of control” or term or concept of similar import of the Company and its Subsidiaries under the terms of the Company Benefit Plans. From and after the Company Merger Effective Time, the Surviving Corporation shall honor all obligations and rights under the Company Benefit Plans in accordance with their terms and under all employment, severance, change in control, retention and other agreements, if any, between the Company (or a Subsidiary thereof) and a Continuing Employee, including, but not limited to, those Company Benefit Plans set forth on Schedule 6.9(a)(ii) of the Company Disclosure Letter, it being understood that the foregoing shall not be construed to limit any amendments or terminations otherwise permitted by the terms of the applicable arrangementsClosing.

Employee Matters. (a) Parent agrees that for a period of 12 months following From the Company Merger Effective Time (or, if an applicable employee’s employment earlier terminates, through such date of termination) this Agreement until the date that is five days prior to the Closing Date (the “Continuation Interview Period”), and subject Parent shall have the right to conduct interviews with respect to all of the Employees. At any time prior to the last sentence expiration of this Section 6.9(a)the Interview Period, Parent shall, in its sole discretion, determine and inform the Partnership of which Employees Parent will make an offer of employment to effective as of and expressly conditioned upon the completion of the Closing. Any Employee designated to receive an offer of employment from Parent or Parent’s Affiliate shall be deemed an “Offered Employee.” The Parent or Parent’s Affiliate’s offer of employment may be in the form of a Qualified Offer or an Unqualified Offer. Each offer of employment shall be in writing and is expressly subject to an Offered Employee’s satisfaction of Parent’s standard on-boarding process and procedures, including pre-employment drug testing and background check procedures. Parent shall inform the Partnership promptly of the identity of any Offered Employee who does not accept the applicable employment offer of Parent or Parent’s Affiliate. Offered Employees who accept an applicable offer of employment from Parent or Parent’s Affiliate and commence employment with the Parent or Parent’s Affiliate on the Closing Date shall be deemed “Continuing Employees.” If an Employee that Parent or Parent’s Affiliate wishes to offer employment is not actively at work five days prior to Closing Date because the Employee is on workers’ compensation, on an approved leave of absence (including an approved leave of absence with a legal or contractual right to reinstatement, military leave, maternity leave, or leave under the Family and Medical Leave Act of 1993) or absent due to disability, illness or other similar circumstance (each, an “Absent Employee”)), Parent or Parent’s Affiliate shall make such offer of employment to be effective upon the expiration of the approved leave of absence or the Absent Employee’s other return from workers’ compensation, disability, illness or other similar circumstance, provided that such offer of employment shall remain valid no longer than 90 days following the Closing Date. An Absent Employee who does not return to work after the expiration of an approved leave of absence or otherwise under the preceding sentence shall not be considered a Continuing Employee hereunder and their offer of employment shall be null and void. The Partnership shall cause the applicable Subsidiary of Parent to, provide each employee of the Company and Partnership or its Subsidiaries who is an employee of the Company and its Subsidiaries immediately prior to the Closing and who continues in employment with Parent following the Closing (each, a “Continuing Employee”): (i) base salary or hourly wage rateSubsidiary, as applicable, to terminate the employment of all of the Employees effective as of and expressly conditioned upon the completion of the Closing. Except as otherwise provided within this Agreement or a target annual cash bonus opportunityPartnership Employee Benefit Plan, (ii) severance and termination benefits that are no less favorable than those applicable if any Offered Employee elects not to such become a Continuing Employee (if applicable) immediately before the Company Merger Effective Timea “Retiring Employee”), and which severance and termination benefits are set forth in Schedule 6.9(a)(i) none of the Company Disclosure Letter and (iii) employee benefits (excluding severance and termination benefitsPartnership, defined benefit pension, post-employment health and welfare benefits, and change of control, retention or other one-off awards (collectively, “Excluded Benefits”)) that are (A) substantially the same in the aggregate to the compensation and employee benefits to which such Continuing Employee was entitled immediately prior to the Company Merger Effective Time, (B) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated employees employed by Parent or any of its Subsidiaries, or (C) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(a) their respective Affiliates shall prevent Parent have any obligation to pay severance or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried other benefit to an hourly basis or vice versa. Parent hereby acknowledges that the transactions contemplated by this Agreement shall constitute a “change in control,” “change of control” or term or concept of similar import of the Company and its Subsidiaries under the terms of the Company Benefit Plans. From and after the Company Merger Effective Time, the Surviving Corporation shall honor all obligations and rights under the Company Benefit Plans in accordance with their terms and under all employment, severance, change in control, retention and other agreements, if any, between the Company (or a Subsidiary thereof) and a Continuing such Retiring Employee, including, but not limited to, those Company Benefit Plans set forth on Schedule 6.9(a)(ii) of the Company Disclosure Letter, it being understood that the foregoing shall not be construed to limit any amendments or terminations otherwise permitted by the terms of the applicable arrangements.

Employee Matters. (a) Parent agrees that Subject to any applicable Labor Agreements and except as otherwise set forth in this Section 5.08(a), for a period of 12 months not less than one year following the Company Merger Effective Time (or, if an applicable employee’s employment earlier terminates, through such date of termination) (the “Continuation Period”), and subject to the last sentence of this Section 6.9(a)Time, Parent shall, or and shall cause the applicable Subsidiary of Parent Surviving Corporation to, provide each employee of the Company and its Subsidiaries individual who is was an employee of the Company and or any of its Subsidiaries immediately prior to the Closing and who continues in employment with Parent following the Closing Effective Time (each, a “Continuing Employee”): ) with (i) a base salary or hourly wage rate, that is no less favorable than such Continuing Employee’s base salary as applicable, and a target annual cash bonus opportunityin effect immediately prior to the Effective Time, (ii) severance and termination benefits that are no less favorable than those applicable that would have been provided to such Continuing Employee (if applicable) immediately before under the Company Merger Effective Timeapplicable severance benefit plans, programs, policies, agreements and which severance and termination benefits are set forth arrangements listed in Schedule 6.9(a)(iSection 5.08(a) of the Company Disclosure Letter and (iii) employee benefits benefit plans and arrangements (excluding other than base salary, bonus, commissions, annual incentives and severance and termination benefits, defined benefit pension, post-employment health and welfare benefits, and change of control, retention or other one-off awards (collectively, “Excluded Benefits”)) that are (A) substantially the same comparable in the aggregate to the compensation and employee benefits those provided to which such Continuing Employee was entitled immediately prior to the Company Merger Effective Time, (B) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated employees employed by Parent or any of its Subsidiaries, or (C) a combination of . Notwithstanding the foregoing. For the avoidance of doubt, nothing in this Section 6.9(a) shall prevent Parent on or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versa. Parent hereby acknowledges that the transactions contemplated by this Agreement shall constitute a “change in control,” “change of control” or term or concept of similar import of the Company and its Subsidiaries under the terms of the Company Benefit Plans. From and as soon as practicable after the Company Merger Effective Time, the Surviving Corporation shall honor all obligations and rights under or shall cause any of its Subsidiaries to pay each Continuing Employee an amount in respect of such Continuing Employee’s annual bonus, commission or incentive plan award for the plan year in which the Closing occurs; provided that the amount of such payment shall be based upon performance achieved from the commencement of the applicable performance period through the Effective Time, as determined by the Company Benefit Plans in its sole discretion prior to the Closing Date, and shall be prorated to reflect the number of days elapsed from the commencement of the applicable performance period through the Closing Date. Following the Effective Time, each Continuing Employee who participates in an annual bonus, commission or incentive plan of the Company immediately prior to the Effective Time shall be entitled to participate in an annual bonus, commission or incentive plan of Parent and/or its relevant Subsidiary(ies) on a basis substantially comparable to similarly situated employees of Parent and/or its relevant Subsidiary(ies) and shall be eligible to receive an annual bonus, commission or incentive plan award for the plan year in which the Closing occurs, in each case in an amount to be determined by Parent or its applicable Subsidiary in accordance with their the terms and under all employmentof such plan; provided that the amount of such payment shall be prorated to reflect the number of days elapsed following the Closing Date through the conclusion of the applicable performance period. In addition, severance, change each Continuing Employee described in control, retention and other agreementsthe immediately preceding sentence shall be eligible to receive one or more additional payments in an aggregate amount equal to the shortfall, if any, between (1) the Company aggregate amount of the annual bonus, commission or incentive plan award or awards such Continuing Employee actually received or is owed under the annual bonus, commission or incentive plan of Parent or a Subsidiary of Parent with respect to the period from the Effective Time through December 31, 2018 (including, for the avoidance of doubt, the period from the Effective Time through December 31, 2017 if the Effective Time occurs during 2017) and (2) the annual bonus, commission or incentive plan award or awards such Continuing Employee would have received for such period or periods based on such Continuing Employee’s target annual bonus, commission or incentive plan opportunity and base salary as in effect immediately prior to the Effective Time (such shortfall, the applicable Continuing Employee’s “Aggregate True-Up Amount”); provided that (A) the portion of each Continuing Employee’s Aggregate True-Up Amount that relates to the 2017 performance period (if any) shall be paid as soon as practicable following December 31, 2017, so long as such Continuing Employee remains employed by Parent or a Subsidiary of Parent through such payment date, and (B) the portion of each Continuing Employee’s Aggregate True-Up Amount that relates to the 2018 performance period shall be paid as soon as practicable following December 31, 2018, so long as such Continuing Employee remains employed by Parent or a Subsidiary of Parent through such payment date. 43 (b) Parent hereby acknowledges that the consummation of the Transactions constitutes a “change in control” or “change of control” (or a Subsidiary thereofterm of similar import) and a Continuing Employee, including, but not limited to, those for purposes of the Company Benefit Plans set forth on Schedule 6.9(a)(iilisted in Section 5.08(b) of the Company Disclosure Letter. (c) With respect to all employee benefit plans of Parent, it being understood the Surviving Corporation or any of their Subsidiaries, including any “employee benefit plan” (as defined in Section 3(3) of ERISA) (including any vacation, paid time-off and severance plans), for all purposes (except as set forth below), including determining eligibility to participate, level of benefits, vesting, benefit accruals and early retirement subsidies, each Continuing Employee’s service with the Company or any of its Subsidiaries (as well as service with any predecessor employer of the Company or any such Subsidiary, to the extent service with the predecessor employer was recognized by the Company or such Subsidiary) shall be treated as service with the Surviving Corporation or any of its Subsidiaries (or in the case of a transfer of all or substantially all the assets and business of the Surviving Corporation, its successors and assigns); provided, however, that the foregoing shall such service need not be construed recognized (i) to limit the extent that such recognition would result in any amendments duplication of benefits for the same period of service, (ii) for any purpose under any defined benefit retirement plan, retiree welfare plan, equity-based incentive plan or terminations otherwise permitted long-term incentive plan or (iii) for purposes of any plan, program or arrangement (other than as necessary to comply with Section 5.08(a)(ii) of this Agreement) (x) under which similarly situated employees of Parent and its Subsidiaries do not receive credit for prior service or (y) that is grandfathered or frozen, either with respect to level of benefits or participation. (d) Without limiting the generality of Section 5.08(a), Parent shall, or shall cause the Surviving Corporation to, use commercially reasonable efforts to waive, or cause to be waived, any pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods under any welfare benefit plan maintained by the terms Surviving Corporation or any of its Subsidiaries in which Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Effective Time, except to the extent that such pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods would not have been satisfied or waived under the comparable Company Plan immediately prior to the Effective Time. Parent shall, or shall cause the Surviving Corporation to, use commercially reasonable efforts to recognize the dollar amount of all co-payments, deductibles and similar expenses incurred by each Continuing Employee (and his or her eligible dependents) during the calendar year in which the Effective Time occurs for purposes of satisfying such year’s deductible and co-payment limitations under the relevant welfare benefit plans in which they will be eligible to participate from and after the Effective Time. 44 (e) Nothing in this Agreement shall be construed as requiring the Parent or any of its Subsidiaries (including the Surviving Corporation) to retain the employment of any particular employee of the applicable arrangementsCompany or any of its Subsidiaries following the Effective Time. The provisions of this Section 5.08 are solely for the benefit of the parties to this Agreement, and no provision of this Section 5.08 is intended to, or shall, constitute the establishment or adoption of or an amendment to any employee benefit plan for purposes of ERISA or otherwise and, except as otherwise explicitly provided for in this Agreement, no current or former director, employee, consultant or any other individual associated therewith shall be regarded for any purpose as a third party beneficiary of this Agreement or have the right to enforce the provisions hereof. SECTION 5.09.

Employee Matters. (a) Parent agrees that for a During the period commencing at the Closing and ending on the date which is twelve (12) months from the Closing, or, in the case of 12 months following the Company Merger Effective Time clause (ii), December 31, 2011 (or, in either case, if an applicable earlier, the date of the employee’s termination of employment earlier terminates, through such date of termination) (with the “Continuation Period”Company or its Subsidiary), Purchaser shall and subject to the last sentence of this Section 6.9(a), Parent shall, or shall cause the applicable Company or its Subsidiary of Parent to, to provide each employee of the Company and its Subsidiaries who is an employee of the Company and its Subsidiaries remains employed immediately prior to the Closing and who continues in employment with Parent following after the Closing (each, hereafter referred to as a “Company Continuing Employee”): ,” whether employed by the Company or its Subsidiary) with: (i) base salary or hourly wage ratewages which are no less than the base salary or hourly wages provided by the Company or its Subsidiary, as applicable, and a target annual cash bonus opportunity, immediately prior to the Closing; (ii) severance target bonus opportunities (excluding equity-based compensation), if any, which are substantially comparable to the target bonus opportunities (excluding equity-based compensation) provided by the Company or its Subsidiary, as applicable, immediately prior to the Closing; (iii) retirement and termination welfare benefits that are no less favorable than substantially comparable in the aggregate to those applicable to such Continuing Employee (if applicable) immediately before provided by the Company Merger Effective Timeor its Subsidiary, as applicable, immediately prior to the Closing (excluding retiree medical benefits), it being agreed and which severance understood that all retirement and termination benefits are set forth in Schedule 6.9(a)(i) welfare benefit plans offered by the Subsidiary shall, as a matter of the Company Disclosure Letter law, be assumed and continued by Purchaser; and (iiiiv) employee severance benefits (excluding severance and termination benefits, defined benefit pension, post-employment health and welfare benefits, and change of control, retention or other one-off awards (collectively, “Excluded Benefits”)) that are (A) substantially the same comparable in the aggregate to the compensation and employee benefits to which practice, plan or policy in effect for such Company Continuing Employee was entitled immediately prior to the Company Merger Effective TimeClosing. Purchaser shall assume and honor, (B) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated employees employed by Parent or any of its Subsidiaries, or (C) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(a) shall prevent Parent or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versa. Parent hereby acknowledges that the transactions contemplated by this Agreement shall constitute a “change in control,” “change of control” or term or concept of similar import of cause the Company and its Subsidiaries under the terms Subsidiary to assume and honor, and, if applicable, Seller shall assign to Purchaser all of Seller’s and its Affiliates’ rights under, all employment agreements, Plans and Other Benefit Obligations of the Company Benefit Plans. From Company’s Subsidiary, and after the Company Merger Effective Time, the Surviving Corporation shall honor all obligations and rights under the Company Benefit Plans liabilities thereunder in accordance with their terms as in effect immediately before Closing, to the extent previously disclosed to Purchaser and, subject to any amendment or termination thereof that may be permitted by such terms or applicable Legal Requirements; provided that under no circumstances shall Purchaser assume any obligation to provide equity, equity-based, or long-term incentive awards and Seller shall retain all such obligations that arise prior to the Closing or otherwise under all employment, severance, change in control, retention any Other Benefit Obligation. Purchaser shall also assume and other agreements, if any, between honor the Other Benefit Obligations maintained by the Company (for its employees, which are not sponsored or a Subsidiary thereof) and a Continuing Employeemaintained by Seller for any employees other than those of the Company, including, including but not limited toto vacation, those Company sick leave, and other paid leaves of absence and subject to any amendment or termination thereof that may be permitted by such terms or applicable Legal Requirements. Except as expressly provided for in this Section 7.6, Seller shall retain all other Plans and Other Benefit Plans set forth on Schedule 6.9(a)(ii) Obligations in which employees of the Company Disclosure Letter, it being understood that or its Subsidiary may participate immediately prior to the foregoing shall not be construed to limit any amendments or terminations otherwise permitted by the terms of the applicable arrangementsClosing.

Employee Matters. (a) Parent agrees that for a period of 12 months following the Company Merger Effective Time (or, if or an applicable employee’s employment earlier terminates, through such date of termination) (the “Continuation Period”), and subject to the last sentence of this Section 6.9(a), Parent shall, or shall cause the applicable Subsidiary Affiliate of Parent towill offer employment, provide on such terms and conditions as Parent determines, to each employee of the Company and its Subsidiaries who listed on Schedule 5.12(a) to the extent (i) such Person is an active employee of the Company and its Subsidiaries immediately prior to as of the Closing Date and (ii) Parent intends for such individual to perform services for Parent or an Affiliate of Parent following the Closing. Each such individual who continues (A) accepts such offer, and (B) executes and delivers the Employment Agreement (in the case of Mxxxxxx Xxxxxxx) or the Other On-Boarding Documentation (as defined below) (in the case of every other Newly Hired Employee) shall be referred to as a “Newly Hired Employee,” and his or her employment with or engagement, as applicable, shall be effective as of 12:00:00 a.m. on the Closing Date. All Newly Hired Employees who are employed by Parent or another Affiliate of Parent following the Closing (eachDate may, a “Continuing Employee”): (i) base salary subject to all applicable terms, conditions and eligibility requirements of such employee benefit plans, become participants in the employee benefit plans of Parent or hourly wage rateanother Affiliate of Parent, as applicable, and a target annual cash bonus opportunity, (ii) severance and termination receive employee benefits that are no less favorable than those applicable to such Continuing Employee (if applicable) immediately before the Company Merger Effective Time, and which severance and termination benefits are set forth in Schedule 6.9(a)(i) of the Company Disclosure Letter and (iii) employee benefits (excluding severance and termination benefits, defined benefit pension, post-employment health and welfare benefits, and change of control, retention or other one-off awards (collectively, “Excluded Benefits”)) that are (A) substantially the same similar in the aggregate to the compensation and employee benefits to which such Continuing Employee was entitled immediately prior to the Company Merger Effective Time, (B) substantially the same in the aggregate to the compensation and employee benefits those provided to similarly-situated employees employed by Parent or any of its SubsidiariesParent. The Newly Hired Employees shall receive credit for their period of service with the Company for purposes of eligibility and vesting (and, or (C) a combination of solely to the foregoingextent relating to paid time off, for benefit accrual purposes). For the avoidance of doubt, and notwithstanding anything contained herein to the contrary, the parties to this Agreement acknowledge and agree that each Newly Hired Employee’s employment shall be “at will,” and nothing in this Section 6.9(a) herein shall prevent Parent create any obligation on the part of Parent, Merger Sub or any other Affiliate of its Subsidiaries from converting Parent to continue the method employment of payment for any Continuing Newly Hired Employee from salaried to an hourly basis (or vice versa. Parent hereby acknowledges that the transactions contemplated by this Agreement shall constitute a “change in control,” “change of control” or term or concept of similar import of the Company and its Subsidiaries under the terms of the Company Benefit Plans. From and after the Company Merger Effective Time, the Surviving Corporation shall honor all obligations and rights under the Company Benefit Plans in accordance with their terms and under all any such employment, severanceincluding with respect to compensation, change in control, retention and other agreements, if any, between principal employment location or benefits) for any fixed period of time following the Company (or a Subsidiary thereof) and a Continuing Employee, including, but not limited to, those Company Benefit Plans set forth on Schedule 6.9(a)(ii) of the Company Disclosure Letter, it being understood that the foregoing shall not be construed to limit any amendments or terminations otherwise permitted by the terms of the applicable arrangements.Closing Date. 44