Common use of Employees and Employee Benefits Clause in Contracts

Employees and Employee Benefits. (a) For a period beginning on the Closing Date and continuing thereafter for 12 months, subject to any contractual obligations that may apply, TopCo shall provide, or shall cause MSLO Surviving Corporation and its Subsidiaries to provide, employees of MSLO as of the Closing who continue employment with TopCo or any of its Subsidiaries, including MSLO Surviving Corporation, following the Closing (the “Continuing Employees”) with (i) wage or base salary levels (but not any short-term incentive compensation opportunities or other bonus plans (other than the commission sales plan set forth in Section 6.11(a) of the MSLO Disclosure Schedule)) that are not less than those in effect immediately prior to the Effective Time, and (ii) employee benefits (excluding equity-based compensation) that are comparable in the aggregate to either those in effect for such Continuing Employees immediately prior to the Effective Time or those provided to similarly-situated employees of Sequential from time-to-time, provided that, (x) until December 31, 2015, Topco and the MSLO Surviving Corporation agree to keep in effect all employee benefits (excluding equity-based compensation) that are applicable to employees of MSLO as of the date hereof and (y) notwithstanding the immediately preceding clause (x), until the one year anniversary of the Closing Date, TopCo and the MSLO Surviving Corporation agree to keep in effect all severance plans, practices and policies that are applicable to employees of MSLO as of the date hereof and set forth on Section 6.11(a) of the MSLO Disclosure Schedule. Nothing herein shall be deemed to limit the right of TopCo or any of their respective Affiliates to (A) terminate the employment of any Continuing Employee at any time, (B) change or modify the terms or conditions of employment for any Continuing Employee, or (C) change or modify any Sequential Benefit Plan, MSLO Benefit Plan or other employee benefit plan or arrangement in accordance with its terms.

Employees and Employee Benefits. (a) For a period beginning Upon consummation of the Merger and the Bank Merger, all employees of Company and Great American shall be deemed to be at-will employees of Purchaser and FCB, respectively, subject only to, and to the extent provided in, those written employment agreements which have been disclosed on the Closing Date and continuing thereafter for 12 monthsCompany Disclosure Schedule. At the discretion of Purchaser, subject to any contractual obligations that may apply, TopCo shall provide, or shall cause MSLO Surviving Corporation and its Subsidiaries to provide, employees of MSLO as the requirements of the Closing who continue employment with TopCo or any of its Subsidiaries, including MSLO Surviving Corporation, following the Closing (the “Continuing Employees”) with (i) wage or base salary levels (but not any short-term incentive compensation opportunities or other bonus plans (other than the commission sales plan Code and except as expressly set forth in this Section 6.11(a) of the MSLO Disclosure Schedule)) that are not less than those in effect immediately prior to 5.5, from and after the Effective Time, all Company Benefit Plans shall continue to be maintained separately, or be consolidated, frozen or terminated. Employees of Company and Great American who continue as employees of Purchaser and FCB (ii"Continuing Employees") employee shall be entitled to participate, commencing at the Effective Time, on an equitable basis in the same benefit plans, programs or policies as are generally available to employees of Purchaser or FCB, as the case may be, of similar rank and status. For purposes of eligibility, vesting, accrual of benefits (excluding equitybut not for benefit accrual purposes under any qualified defined benefit plan maintained by Purchaser) and determination of the level of benefits under any employee benefit plans, arrangements or policies (including, without limitation, severance, vacation, sick and other leave policies) maintained by Purchaser, Continuing Employees will be credited with prior years of service with Company or Great American. Purchaser and FCB shall give service credit to Continuing Employees (and their dependents) with respect to the satisfaction of the limitations as to pre-based compensation) existing condition exclusions, evidence of insurability requirements and waiting periods for participation and coverage that are applicable under the employee welfare benefit plans (within the meaning of Section 3(1) of ERISA) of Purchaser or FCB, equal to the credit that any such employee had received as of the Effective Time towards the satisfaction of any such limitations and waiting periods under the comparable employee welfare benefit plans of Company or Company Subsidiaries and shall waive preexisting condition limitations to the same extent waived under the corresponding plans of Company or Company Subsidiaries. Nothing contained herein shall obligate Purchaser to provide severance or other benefits that are based on years of service with duplicative benefits for the same years of service. (b) No Continuing Employee shall be subject to any waiting period under any welfare benefit plan of Purchaser to the extent that such period is longer than the period, if any, to which such Continuing Employee was subject under the applicable welfare benefit plan of Company. Continuing Employees shall not be subject to any waiting period under a welfare benefit plan of Purchaser if the applicable waiting period under the corresponding Company plan had been satisfied as of the Effective Time. To the extent that the initial period of coverage for Continuing Employees under any plan of Purchaser that is an "employee welfare benefit plan" as defined in Section 3(1) of ERISA is not a full twelve (12) month period of coverage, Continuing Employees shall be given full credit under the aggregate to either those in effect applicable welfare plan for any deductibles and co-insurance payments made by such Continuing Employees immediately prior under the corresponding welfare plan of Company during the balance of such twelve (12) month period of coverage. Nothing contained herein shall obligate Purchaser to the Effective Time provide or those cause to be provided to similarly-situated employees of Sequential from time-to-time, provided that, any duplicative benefits. (xc) until December 31, 2015, Topco and the MSLO Surviving Corporation agree to keep in effect all employee benefits The Company Employee Stock Ownership Plan (excluding equity-based compensation"ESOP") that are applicable to employees of MSLO shall be terminated as of the date hereof and (y) notwithstanding Effective Time. The Board of Directors of Company shall use reasonable commercial efforts to cause the immediately preceding clause (x), until the one year anniversary trustees of the Closing DateESOP, TopCo and to the MSLO Surviving Corporation agree to keep in effect all severance plans, practices and policies that are applicable to employees of MSLO as of extent consistent with the date hereof and set forth on Section 6.11(a) of the MSLO Disclosure Schedule. Nothing herein shall be deemed to limit the right of TopCo or any of their respective Affiliates to (A) terminate the employment of any Continuing Employee at any time, (B) change or modify the terms or conditions of employment for any Continuing Employee, or (C) change or modify any Sequential Benefit Plan, MSLO Benefit Plan or other employee benefit plan or arrangement in accordance with its terms.fiduciary 37

Employees and Employee Benefits. (a) For a period beginning on All individuals employed by the Closing Date and continuing thereafter for 12 months, subject to any contractual obligations that may apply, TopCo shall provide, or shall cause MSLO Surviving Corporation and its Subsidiaries to provide, employees of MSLO as of the Closing who continue employment with TopCo Company or any of its Subsidiaries, including MSLO Surviving Corporation, following the Closing (the “Continuing Employees”) with (i) wage or base salary levels (but not any short-term incentive compensation opportunities or other bonus plans (other than the commission sales plan set forth in Section 6.11(a) of the MSLO Disclosure Schedule)) that are not less than those in effect Subsidiaries immediately prior to the Effective TimeClosing (each a “Covered Employee” and collectively the “Covered Employees”) shall automatically become employees of Acquiror as of the Closing. For a period of one year following the Closing, (i) any Covered Employee who is retained by Acquiror in substantially the same or similar roles with substantially similar work requirements shall, during the period of time in which such Covered Employee is retained by Acquiror in such role and with such work requirements, receive at least the same base salary or wages that such Covered Employee was paid immediately prior to the Closing; provided that such Covered Employees shall continue to be employees at will subject to severance pay, if any, in accordance with the severance pay schedule set forth on Section 7.6(d) of the Acquiror Disclosure Schedules, and (ii) Acquiror shall maintain employee benefit plans and compensation opportunities for the benefit of Covered Employees that provide employee benefits (excluding equity-based compensation) and compensation opportunities that, in the aggregate, are substantially comparable to the employee benefits and compensation opportunities that are comparable in the aggregate to either those in effect for such Continuing Employees immediately prior to the Effective Time or those provided made available to similarly-situated employees of Sequential from time-to-timeAcquiror under the Acquiror Benefit Plans; provided, provided however, that, : (xi) in no event shall any Covered Employee be eligible to participate in any closed or frozen Acquiror Benefit Plan; and (ii) until December 31such time as Acquiror shall cause Covered Employees to participate in the Acquiror Benefit Plans, 2015, Topco and the MSLO Surviving Corporation agree to keep a Covered Employee’s continued participation in effect all employee benefits (excluding equity-based compensation) that are applicable to employees of MSLO as of the date hereof and (y) notwithstanding the immediately preceding clause (x), until the one year anniversary of the Closing Date, TopCo and the MSLO Surviving Corporation agree to keep in effect all severance plans, practices and policies that are applicable to employees of MSLO as of the date hereof and set forth on Section 6.11(a) of the MSLO Disclosure Schedule. Nothing herein Company Benefit Plans shall be deemed to limit satisfy the right foregoing provisions of TopCo or any of their respective Affiliates this sentence (it being understood that participation in the Acquiror Benefit Plans may commence at different times with respect to (A) terminate the employment of any Continuing Employee at any time, (B) change or modify the terms or conditions of employment for any Continuing Employee, or (C) change or modify any Sequential each Acquiror Benefit Plan, MSLO Benefit Plan or other employee benefit plan or arrangement in accordance with its terms).

Employees and Employee Benefits. (a) For a period beginning Commencing on the Closing Date, Seller shall terminate the employment all Employees of the Business who are actively at work on the Closing Date, and Buyer shall offer employment, on an “at will” basis, to all Employees of the Business set forth on Section 6.01 of the Disclosure Schedule on terms substantially consistent with or in excess of the level of compensation and benefits received by such Employees as of immediately prior to such termination of employment the Closing. All Offerees who accept Buyer’s offer of employment (the “Transferred Employees”) shall be given credit for his or her years of service with Seller prior to the Closing Date for purposes of determining eligibility to participate in and continuing thereafter for 12 monthsvesting under employee benefit plans of Buyer or its Affiliates in which such Transferred Employees become eligible to participate after the Closing Date to the extent permitted under the terms of such plans; provided, subject however, that the foregoing shall not result in the duplication of any benefits. With respect to each Transferred Employee, and to the extent permitted under the terms of the applicable benefit plan, (i) Buyer shall waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Transferred Employees (and their covered dependents) under any welfare or fringe benefit plan maintained by Buyer or its Affiliates in which Transferred Employees become eligible to participate on or after the Closing Date, other than any such limitations that are in effect with respect to any contractual obligations Transferred Employee (or his or her covered dependents) and that may apply, TopCo shall provide, have not been satisfied under the corresponding welfare or shall cause MSLO Surviving Corporation and fringe benefit plan maintained by Seller or its Subsidiaries to provide, employees of MSLO Affiliates as of the Closing who continue employment with TopCo or any of its Subsidiaries, including MSLO Surviving Corporation, following the Closing (the “Continuing Employees”) with (i) wage or base salary levels (but not any short-term incentive compensation opportunities or other bonus plans (other than the commission sales plan set forth in Section 6.11(a) of the MSLO Disclosure Schedule)) that are not less than those in effect immediately prior to the Effective Time, Date; and (ii) employee benefits (excluding equityBuyer shall provide each Transferred Employee with credit under any welfare or fringe benefit plans maintained by Buyer or its Affiliates in which Transferred Employees become eligible to participate on or after the Closing Date for any co-based compensation) that are comparable in payments and deductibles paid by such Transferred Employee for the aggregate to either those in effect for such Continuing Employees immediately prior to then current plan year under the Effective Time or those provided to similarly-situated employees of Sequential from time-to-time, provided that, (x) until December 31, 2015, Topco and the MSLO Surviving Corporation agree to keep in effect all employee benefits (excluding equity-based compensation) that are applicable to employees of MSLO corresponding Benefit Plan as of the date hereof and (y) notwithstanding the immediately preceding clause (x), until the one year anniversary of the Closing Date, TopCo and the MSLO Surviving Corporation agree to keep in effect all severance plans, practices and policies that are applicable to employees of MSLO as of the date hereof and set forth on Section 6.11(a) of the MSLO Disclosure Schedule. Nothing herein shall be deemed to limit the right of TopCo or any of their respective Affiliates to (A) terminate the employment of any Continuing Employee at any time, (B) change or modify the terms or conditions of employment for any Continuing Employee, or (C) change or modify any Sequential Benefit Plan, MSLO Benefit Plan or other employee benefit plan or arrangement in accordance with its terms.

Employees and Employee Benefits. (a) For Parent shall, for a period beginning on of six months immediately following the Closing Date and continuing thereafter for 12 monthsEffective Time, subject to any contractual obligations that may apply, TopCo shall provide, or shall cause MSLO the Surviving Corporation and its Subsidiaries subsidiaries to provide, provide individuals who were employees of MSLO as of the Closing who continue employment with TopCo Company or any of its Subsidiaries, including MSLO subsidiaries as of the Effective Time and who are employees of the Surviving Corporation, Corporation immediately following the Closing Effective Time (the “Continuing "Company Employees”") with (i) wage or the same level of base salary levels (but not any short-term incentive compensation opportunities or other bonus plans (other than the commission sales plan set forth in Section 6.11(a) of the MSLO Disclosure Schedule)) that are not less than those as in effect immediately prior to the Effective Time, Time and (ii) employee benefits benefit plans, programs, contracts and arrangements that are no less favorable, in the aggregate, than similar employee benefit plans, programs, contracts and arrangements (excluding incentive and equity-based compensationplans, programs, contracts or arrangements) that are comparable in provided by the aggregate Company and its subsidiaries to either those in effect for such Continuing Company Employees immediately prior to the Effective Time; provided, however, that Parent shall for such period of six months provide to Company Employees a bonus opportunity no less favorable to such Company Employees as was available to them immediately before the Effective Time. Parent or one of its affiliates shall recognize the service of Company Employees with the Company prior to the Effective Time as service with Parent and its affiliates in connection with any tax-qualified pension plan, 401(k) savings plan, welfare benefit plans and policies (including vacations and holiday policies) maintained by Parent or those provided to similarly-situated employees one of Sequential from time-to-timeits affiliates which is made available following the Effective Time by Parent or one of its affiliates for purposes of any waiting period, provided thatvesting, eligibility and benefit entitlement (but excluding benefit accruals). Parent shall (x) until December 31waive, 2015or cause its insurance carriers to waive, Topco all limitations as to pre-existing and the MSLO Surviving Corporation agree at-work conditions, if any, with respect to keep in effect all employee benefits (excluding equity-based compensation) that are participation and coverage requirements applicable to employees Company Employees under any welfare benefit plan (as defined in Section 3(1) of MSLO as 39 ERISA) which is made available to Company Employees following the Effective Time by Parent or one of the date hereof its affiliates, and (y) notwithstanding provide credit to Company Employees for any co-payments, deductibles and out-of-pocket expenses paid by such employees under the immediately preceding clause (x)employee benefit plans, until the one year anniversary programs and arrangements of the Closing Date, TopCo Company and its subsidiaries during the MSLO Surviving Corporation agree to keep in effect all severance plans, practices and policies that are applicable to employees of MSLO as portion of the date hereof and set forth on Section 6.11(a) of relevant plan year including the MSLO Disclosure Schedule. Nothing herein shall be deemed to limit the right of TopCo or any of their respective Affiliates to (A) terminate the employment of any Continuing Employee at any time, (B) change or modify the terms or conditions of employment for any Continuing Employee, or (C) change or modify any Sequential Benefit Plan, MSLO Benefit Plan or other employee benefit plan or arrangement in accordance with its termsEffective Time.

Employees and Employee Benefits. (a) For Schedule 6.2 sets forth a period beginning list of all employees of the Business as of April 10, 2001. At least 15 days prior to the Closing, Buyer shall notify Seller of those employees listed on Schedule 6.2 which Buyer wishes the Company to continue to employ after the Closing Date and continuing thereafter for 12 months(those employees to be retained by the Company after the Closing being collectively called "Business Employees"), subject to any contractual obligations that may applyand, TopCo shall provide, or shall cause MSLO Surviving Corporation and its Subsidiaries to provide, employees of MSLO provided such individuals are employed by the Company as of the Closing who continue employment with TopCo Closing, Buyer shall cause the Company (or any of its Subsidiaries, including MSLO Surviving Corporation, following successor entity) to continue to employ after the Closing (the “Continuing all Business Employees”) with , in each case (i) wage or base salary levels (but not any short-term incentive compensation opportunities or other bonus plans (other than in the commission sales plan set forth same capacity in Section 6.11(a) of which they were employed by the MSLO Disclosure Schedule)) that are not less than those in effect Company immediately prior to the Effective TimeClosing Date, and (ii) employee benefits (excluding equity-based compensation) that are comparable in at the aggregate same salary and bonus level paid or payable to either those in effect for such Continuing Business Employees as was paid or payable immediately prior to the Effective Time Closing Date (until such salaries and bonuses are changed by the Company in the ordinary course of business) but in no event shall such level or those provided salaries or bonuses be decreased prior to similarly-situated employees of Sequential from time-to-time, provided that, (x) until December 31, 2015, Topco and the MSLO Surviving Corporation agree to keep in effect all employee benefits (excluding equity-based compensation) that are applicable to employees of MSLO as of the date hereof and (y) notwithstanding the immediately preceding clause (x), until the one year first anniversary of the Closing Date, TopCo and (iii) with such benefits as are substantially comparable, in the MSLO Surviving Corporation agree aggregate, to keep in effect all severance plans, practices and policies that are applicable the benefits provided to similarly situated employees of MSLO as of the date hereof and set forth on Section 6.11(a) of the MSLO Disclosure Schedule. Nothing herein shall be deemed to limit the right of TopCo or any of their respective Affiliates to (A) terminate the employment of any Continuing Employee at any timeBuyer, (Biv) change or modify providing each such Business Employee full service credit (equal at least to the terms or conditions of employment level existing immediately prior to the Closing Date) for vesting and for eligibility purposes under any Continuing Employee, or (C) change or modify any Sequential Benefit Plan, MSLO Benefit Plan or other employee benefit plan hereafter adopted for Company employees ("Company Employee Plans"), and (v) providing that with respect to any medical, dental or arrangement other welfare benefits that are provided at any time to Business Employees under Company Employee Plans, any applicable pre-existing condition exclusions (to the extent satisfied under the comparable Employee Plan immediately prior to the Closing Date) be waived, and any expenses incurred before such time under the comparable Employee Plan be taken into account under such Company Employee Plan for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions. Buyer may also seek to employ current employees of the Company other than the Business Employees ("Other Employees"), and shall not be obligated to provide the rights and benefits described in accordance clauses (i) through (v) above with respect to Other Employees. Buyer shall not, and shall cause its termsAffiliates not to, provide any specific incentive or inducement to any Business Employees or Other Employees to choose to be covered under the health care continuation provisions of any Employee Plans, including without limitation the payment of all or portion of a Business Employee's "COBRA" premium.

Employees and Employee Benefits. (a) For a period beginning CLB and BANK are not parties to or bound by any written or oral (i) employment or employment-related consulting contract which is not terminable at will by CLB or BANK, as the case may be without penalty, except as set forth in the attached Exhibit 4.10(a), (ii) plan or agreement providing for any employee bonus, deferred compensation, pension, profit sharing, retirement benefits, stock purchase, stock option, employee pension benefit plan or employee welfare benefit plan except as set forth in the on the attached Exhibits 4.10(b) and 4.10(c). (b) All pension, profit sharing, or other employee pension benefit plans of CLB and BANK ("the Plans") are described in Exhibit 4.10(b) and are now, and will continue until the Closing Date to be, qualified Plans under Section 401(a) of the Code, in full compliance with the Employee Retirement Income Security Act of 1974 as amended ("ERISA"). To CLB's and continuing thereafter for 12 monthsBANK's best knowledge, subject after due and diligent inquiry, all premiums, notices, reports and other filings required to be delivered or filed under applicable law with respect to such Plans have been duly and timely delivered or filed. Neither CLB nor BANK have knowledge of any contractual obligations that may apply, TopCo shall providefact or circumstance which would materially and adversely affect such Plans' qualified status or compliance as above described, or shall cause MSLO Surviving Corporation of any "reportable event" (as such term is defined in Section 4043(c) of ERISA) or any "prohibited transaction" (as such term is defined in Section 406 of ERISA and its Subsidiaries Section 4975(c) of the Code) which has occurred since the date on which said sections first became applicable to provide, employees of MSLO as the Plans. The Plans satisfy the minimum funding standards set forth in the Code and ERISA. As of the Closing who Date there will be no unfunded vested liability of the Plans, except for the obligation of CLB and BANK for contributions for the current year which are not yet due and payable but for which adequate amounts are being accrued on a monthly basis. (c) All employee welfare benefit plans of CLB and BANK (the "Welfare Plans") are described in Exhibit 4.10(c) and are now, and will continue employment until the Closing Date to be, in full compliance with TopCo the Code and the Employee Retirement Income Security Act of 1974 as amended ("ERISA"). To CLB's and BANK's best knowledge, all notices, reports and other filings required to be delivered or filed under applicable law with respect to such Welfare Plans have been duly and timely delivered or filed. Neither CLB nor BANK have knowledge of any fact or circumstance which would adversely affect such Welfare Plans' compliance as above described or any "prohibited transaction" (as such term is defined in Section 406 of its SubsidiariesERISA and Section 4975(c) of the Code) which has occurred since the date on which said sections first became applicable to the Welfare Plans. (d) No person or governmental agency has any pending or threatened claim against CLB or BANK or their directors, including MSLO Surviving Corporationofficers, following the Closing (the “Continuing Employees”) with employees or agents arising out of any statute, ordinance or regulation alleging that CLB or BANK (i) wage has discriminated against applicants for employment, employees or base salary levels (but not any short-term incentive compensation opportunities or other bonus plans (other than the commission sales plan set forth in Section 6.11(a) of the MSLO Disclosure Schedule)) that are not less than those in effect immediately prior to the Effective Timepublic, and (ii) employee benefits (excluding equity-based compensation) that has any employment practices, policies or procedures which are comparable in the aggregate to either those in effect for such Continuing Employees immediately prior to the Effective Time discriminatory or those provided to similarly-situated employees of Sequential from time-to-time, provided thathave been breached, (xiii) until December 31failed to comply with federal and state wage and hour laws, 2015, Topco and the MSLO Surviving Corporation agree to keep in effect all employee benefits (excluding equity-based compensation) that are applicable to employees of MSLO as of the date hereof and (y) notwithstanding the immediately preceding clause (x), until the one year anniversary of the Closing Date, TopCo and the MSLO Surviving Corporation agree to keep in effect all severance plans, practices and policies that are applicable to employees of MSLO as of the date hereof and set forth on Section 6.11(a) of the MSLO Disclosure Schedule. Nothing herein shall be deemed to limit the right of TopCo rules or any of their respective Affiliates to (A) terminate the employment of any Continuing Employee at any timeregulations, (Biv) change violated occupational safety and health statutes, regulations or modify the terms or conditions of employment for any Continuing Employee, standards or (Cv) change or modify any Sequential Benefit Plan, MSLO Benefit Plan or other employee benefit plan or arrangement in accordance with its terms.has committed an unfair labor practice(s). 4.11

Employees and Employee Benefits. (a) For a period beginning on the Closing Date and continuing thereafter for 12 months, subject to any contractual obligations that may apply, TopCo shall provide, or shall cause MSLO Surviving Corporation and its Subsidiaries to provide, employees of MSLO as of the Closing who continue employment with TopCo or any of its Subsidiaries, including MSLO Surviving Corporation, following the Closing (the “Continuing Employees”) with (i) wage or base salary levels (but not any short-term incentive compensation opportunities or other bonus plans (other than the commission sales plan set forth in Section 6.11(a) of the MSLO Disclosure Schedule)) that are not less than those in effect immediately prior to At the Effective Time, Parent shall assume all employment agreements between the Company and (ii) employee benefits (excluding equity-based compensation) that are comparable in its employees as disclosed on Section 7.12 of the aggregate to either those in effect for such Continuing Employees immediately Company Disclosure Schedule and all employment agreements entered into by the Company prior to the Effective Time or those provided in accordance with Section 5.1 hereof, in each case to similarly-situated employees the extent that such assumption is permitted under the terms of Sequential from time-to-time, provided that, (x) until December 31, 2015, Topco and such employment agreements. Until the MSLO Surviving Corporation agree to keep in effect all employee benefits (excluding equity-based compensation) that are applicable to employees of MSLO as of the date hereof and (y) notwithstanding the immediately preceding clause (x), until the one year first anniversary of the Closing Date, TopCo and the MSLO Surviving Corporation agree to keep in effect all severance plans, practices and policies that are applicable to employees of MSLO as of the date hereof and set forth on Section 6.11(a) of the MSLO Disclosure Schedule. Nothing herein Parent shall be deemed to limit the right of TopCo or any of their respective Affiliates to (A) terminate continue the employment of the Company’s employees at the Closing at base compensation levels and a target bonus opportunity equal to or greater than each such employee’s base compensation level and target bonus opportunity as an employee of the Company on the date hereof. Following the Closing and until the first anniversary of the Closing Date, such Company employees shall be eligible to receive employee benefits that are substantially comparable to the employee benefits such employees were eligible to receive under the Company’s plans and programs immediately prior to the Closing Date, and will receive credit for purposes of eligibility and vesting for service as an employee of the Company. For this purpose, the term “employee benefits” refers to benefits offered under any Continuing Employee “employee welfare benefit plan” under Section 3(1) of ERISA and any “employee pension benefit plan” under Section 3(2) of ERISA, and also includes vacation benefits. For not less than one year following the Closing Date, Parent shall maintain, or shall cause the Surviving Corporation to maintain, employee benefit plans for those persons who remain employees of the Company after the Closing Date that are substantially comparable to (or more favorable than) those provided pursuant to the employee benefit plans and arrangements and perquisites in effect on the date hereof. Nothing contained in this Section 7.12, express or implied: (a) shall be construed to establish, amend, or modify any benefit plan, program, agreement or arrangement, (b) shall limit or restrict the ability of Parent or the Company to amend, modify, terminate, or establish any benefit plan, program, agreement or arrangement, in whole or in part, at any time, (Bc) change is intended to confer upon any current or modify the terms former employee any right to employment or conditions of continued employment for any Continuing Employeeperiod of time by reason of this Agreement, or any right to a particular term or condition of employment, or (Cd) change shall create any third party beneficiary rights in any current or modify any Sequential Benefit Planformer employee, MSLO Benefit Plan director or other employee benefit plan or arrangement in accordance with its termsconsultant of the Company.

Employees and Employee Benefits. (a) For a period beginning on RDSI and the Closing Date and continuing thereafter for 12 months, subject to any contractual obligations Shareholders acknowledge that may apply, TopCo shall provide, or shall cause MSLO Surviving Corporation and its Subsidiaries to provide, the employees of MSLO each Company who are actively employed at the Effective Time (excluding those transferred to the Disaster Recovery Companies pursuant to Section 5.10) and who RDSI determines to retain after the Effective Time (and who elect to continue with the Companies after the Effective Time) will continue as employees of the Closing who continue employment with TopCo or any of its Subsidiaries, including MSLO Surviving Corporation, following the Closing such Company (the “Continuing Employees”) after the Effective Time and, except for any Continuing Employees who are covered by written employment agreements, will be employed as at will employees after the Effective Time. The Companies shall have the right and obligation to deal with the terms and conditions of employment of the Continuing Employees after the Effective Time. Continuing Employees shall continue to participate in the Compensation and Benefit Plans unless and until RDSI, in its sole discretion, shall determine that all or some of the Compensation and Benefit Plans shall be terminated, modified or merged into certain employee benefit plans of RDSI or Rurban. Following the termination or merger of all or some of the Compensation and Benefit Plans, RDSI will provide each Continuing Employee with employee benefits to replace those programs that have been terminated or merged (iother than equity or equity-based plans and programs) wage that are no less than the benefits provided to similarly situated employees of RDSI. At such time as the Continuing Employees shall participate in any employee benefit plans of RDSI or base salary levels Rurban pursuant to the foregoing, each such Continuing Employee shall be credited with years of service with the Companies, for purposes of eligibility and vesting (but not for benefit accrual purposes), in the employee benefit plans of RDSI or Rurban, and shall not be subject to any shortexclusion or penalty for pre-term incentive compensation opportunities or other bonus plans (other than existing conditions that were covered under the commission sales plan set forth in Section 6.11(a) of the MSLO Disclosure Schedule)) that are not less than those in effect Compensation and Benefit Plans immediately prior to the Effective Time, and (ii) employee benefits (excluding equity-based compensation) that are comparable in the aggregate or to either those in effect for any waiting period relating to such Continuing Employees immediately prior to the Effective Time or those provided to similarly-situated employees of Sequential from time-to-time, provided that, (x) until December 31, 2015, Topco and the MSLO Surviving Corporation agree to keep in effect all employee benefits (excluding equity-based compensation) that are applicable to employees of MSLO as of the date hereof and (y) notwithstanding the immediately preceding clause (x), until the one year anniversary of the Closing Date, TopCo and the MSLO Surviving Corporation agree to keep in effect all severance plans, practices and policies that are applicable to employees of MSLO as of the date hereof and set forth on Section 6.11(a) of the MSLO Disclosure Schedule. Nothing herein shall be deemed to limit the right of TopCo or any of their respective Affiliates to (A) terminate the employment of any Continuing Employee at any time, (B) change or modify the terms or conditions of employment for any Continuing Employee, or (C) change or modify any Sequential Benefit Plan, MSLO Benefit Plan or other employee benefit plan or arrangement in accordance with its termscoverage.

Employees and Employee Benefits. (a) For a period beginning on All individuals employed by the Closing Date and continuing thereafter for 12 months, subject to any contractual obligations that may apply, TopCo shall provide, or shall cause MSLO Surviving Corporation and its Subsidiaries to provide, employees of MSLO as of the Closing who continue employment with TopCo Company or any of its SubsidiariesSubsidiaries immediately prior to the Closing, including MSLO Surviving Corporation, following the Closing (the “Continuing Employees”) except for such individuals who shall have entered into an employment agreement with (i) wage or base salary levels (but not any short-term incentive compensation opportunities or other bonus plans (other than the commission sales plan set forth in Section 6.11(a) of the MSLO Disclosure Schedule)) that are not less than those in effect immediately Acquiror prior to the Effective Time, (“Covered Employees”) shall automatically become employees of Acquiror as of the Closing for the purposes of the Acquiror Benefit Plans and (ii) shall receive credit for unused vacation time and their years of service with the Company in calculating their vacation time under Acquiror’s applicable paid time off policies. As soon as administratively practicable following the Closing, Acquiror shall, or shall cause the Surviving Entity to, maintain employee benefit plans and compensation opportunities for the benefit of Covered Employees that provide employee benefits (excluding equity-based compensation) and compensation opportunities that, in the aggregate, are substantially comparable to the employee benefits and compensation opportunities that are comparable in the aggregate to either those in effect for such Continuing Employees immediately prior to the Effective Time or those provided made available to similarly-situated employees of Sequential from time-to-timeAcquiror under the Acquiror Benefit Plans; provided, provided however, that, : (xi) in no event shall any Covered Employee be eligible to participate in any closed or frozen Acquiror Benefit Plan; (ii) until December 31such time as Acquiror shall cause the Covered Employees to participate in the Acquiror Benefit Plans, 2015, Topco and a Covered Employee’s continued participation in the MSLO Surviving Corporation agree corresponding Company Benefit Plans shall be deemed to keep satisfy the foregoing provisions of this sentence (it being understood that participation in effect all employee benefits (excluding equity-based compensation) that are applicable the Acquiror Benefit Plans may commence at different times with respect to employees of MSLO as of the date hereof each Acquiror Benefit Plan); and (yiii) notwithstanding if any Covered Employee is terminated by Acquiror without cause on or before the immediately preceding clause (x), until the one year first anniversary of the Closing Dateand is not entitled to contractual severance or change in control benefits, TopCo and the MSLO Surviving Corporation agree to keep such Covered Employee shall be provided with severance benefits as described in effect all severance plans, practices and policies that are applicable to employees of MSLO as Section 7.5 of the date hereof and set forth on Section 6.11(a) of the MSLO Acquiror Disclosure Schedule. Nothing herein shall be deemed to limit the right of TopCo or any of their respective Affiliates to (A) terminate the employment of any Continuing Employee at any time, (B) change or modify the terms or conditions of employment for any Continuing Employee, or (C) change or modify any Sequential Benefit Plan, MSLO Benefit Plan or other employee benefit plan or arrangement in accordance with its termsSchedules.

Employees and Employee Benefits. (aParent and the Company agree that, except as provided in Section 4.1(b)(vii) For a period beginning on of the Closing Date and continuing thereafter for 12 monthsCompany Disclosure Letter, subject all employees of the Acquired Companies immediately prior to any contractual obligations that may apply, TopCo the Effective Time shall provide, or shall cause MSLO be employed by the Surviving Corporation and its Subsidiaries immediately after the Effective Time; PROVIDED, that, neither Parent nor the Surviving Corporation shall have any obligation under this Agreement to providecontinue the employment of any such employees following the Effective Time. Prior to the Closing, the Company shall use its Commercially Reasonable Efforts to obtain from each employee listed on Section 4.1(b)(vii) of the Company Disclosure Letter a release signed by each such employee, substantially in the form of EXHIBIT I attached hereto. Parent and the Surviving Corporation agree that, for a period of 12 months after the Effective Time, the Surviving Corporation shall provide all employees of MSLO as of the Closing who continue employment Surviving Corporation and its Subsidiaries with TopCo or any of its Subsidiaries, including MSLO Surviving Corporation, following the Closing (the “Continuing Employees”) with (i) wage or base salary levels (but not any short-term incentive compensation opportunities or other bonus plans and employee benefits (other than the commission sales plan set forth in Section 6.11(a) of the MSLO Disclosure Schedule)severance, equity-based compensation, deal-based payments or non-qualified deferred compensation) that are substantially similar to the compensation and employee benefits provided to the employees of the Acquired Companies immediately prior to the Effective Time under the Acquired Company Employee Plans; PROVIDED, HOWEVER, that the costs of providing such benefits shall not less than those in effect exceed 110% of the costs of providing such benefits pursuant to the relevant Acquired Company Employee Plans immediately prior to the Effective Time. To the extent the same exist, and (ii) employee benefits (excluding equity-based compensation) that are comparable in the aggregate to either those in effect for such Continuing Employees immediately prior to the Effective Time or those provided to similarly-situated employees of Sequential from time-to-time, provided that, (x) until December 31, 2015, Topco and the MSLO Surviving Corporation agree to keep shall be responsible for the continuation of health plan coverage, in effect all accordance with the requirements of COBRA and Sections 601 through 608 of ERISA, for any employee benefits (excluding equity-based compensation) that are applicable to employees of MSLO as of the date hereof Acquired Companies or qualified beneficiary under a Company health plan who is already receiving COBRA benefits or who loses health coverage in connection with the transactions contemplated in this Agreement. "COBRA" means the Consolidated Omnibus Budget Reconciliation Act of 1985 and (y) notwithstanding the immediately preceding clause (x), until the one year anniversary of the Closing Date, TopCo and the MSLO Surviving Corporation agree to keep in effect all severance plans, practices and policies that are applicable to employees of MSLO as of the date hereof and set forth on Section 6.11(a) of the MSLO Disclosure Scheduleregulations promulgated thereunder. Nothing herein express or implied shall be deemed to limit confer upon any of the right employees of TopCo the Acquired Companies, the Surviving Corporation or any Subsidiary of the Surviving Corporation, or any of their respective Affiliates Affiliates, any rights or remedies, including any right to (A) terminate the any particular form of compensation or employee benefit or to employment of any Continuing Employee at any time, (B) change or modify the terms or conditions of continued employment for any Continuing Employeespecified period, of any nature or (C) change kind whatsoever under or modify any Sequential Benefit Plan, MSLO Benefit Plan or other employee benefit plan or arrangement in accordance with its termsby reason of this Agreement.

Employees and Employee Benefits. (a) For a period beginning on All individuals employed by Company or any of its Subsidiaries immediately prior to the Closing Date and continuing thereafter (“Covered Employees”) shall automatically become employees of Acquiror as of the Closing for 12 monthsthe purposes of the Acquiror Benefit Plans. Following the Closing, subject to any contractual obligations that may apply, TopCo shall provideAcquiror shall, or shall cause MSLO the Surviving Corporation Entity to, maintain employee benefit plans and its Subsidiaries to provide, employees of MSLO as of the Closing who continue employment with TopCo or any of its Subsidiaries, including MSLO Surviving Corporation, following the Closing (the “Continuing Employees”) with (i) wage or base salary levels (but not any short-term incentive compensation opportunities or other bonus plans (other than for the commission sales plan set forth benefit of Covered Employees that provide employee benefits and compensation opportunities that, in Section 6.11(a) of the MSLO Disclosure Schedule)) aggregate, are substantially similar to the employee benefits and compensation opportunities that are not less than those in effect immediately prior to the Effective Time, and (ii) employee benefits (excluding equity-based compensation) that are comparable in the aggregate to either those in effect for such Continuing Employees immediately prior to the Effective Time or those provided made available to similarly-situated employees of Sequential from time-to-timeAcquiror under the Acquiror Benefit Plans; provided,however, provided that, : (xi) in no event shall any Covered Employee be eligible to participate in any closed or frozen Acquiror Benefit Plan; (ii) until December 31such time as Acquiror shall cause Covered Employees to participate in the Acquiror Benefit Plans, 2015, Topco and a Covered Employee’s continued participation in the MSLO Surviving Corporation agree to keep in effect all employee benefits (excluding equity-based compensation) that are applicable to employees of MSLO as of the date hereof and (y) notwithstanding the immediately preceding clause (x), until the one year anniversary of the Closing Date, TopCo and the MSLO Surviving Corporation agree to keep in effect all severance plans, practices and policies that are applicable to employees of MSLO as of the date hereof and set forth on Section 6.11(a) of the MSLO Disclosure Schedule. Nothing herein Company Benefit Plans shall be deemed to limit satisfy the right foregoing provisions of TopCo or any of their respective Affiliates this sentence (it being understood that participation in the Acquiror Benefit Plans may commence at different times with respect to (A) terminate the employment of any Continuing Employee at any time, (B) change or modify the terms or conditions of employment for any Continuing Employee, or (C) change or modify any Sequential each Acquiror Benefit Plan); and (iii) if any Covered Employee is terminated by Acquiror other than for cause, MSLO Benefit Plan as reasonably determined in the sole discretion of Acquiror, on or other employee benefit plan or arrangement before the first anniversary of the Closing, such Covered Employee shall be eligible to receive severance in accordance an amount equal to one (1) week’s base salary, as in effect immediately prior to such termination, for each whole year of continuous service with its termsCompany and Acquiror.

Employees and Employee Benefits. (a) For a The Purchaser shall offer employment as of the Closing Date to those employees of the Business set forth on Schedule 5.5 (the “Designated Employees”). Any such employees who accept such offer of employment are herein called the “Hired Employees”. The Purchaser shall have no obligation to offer employment to any employees of the Business other than the Designated Employees. The Purchaser shall provide such Hired Employees, effective upon their commencement of employment with the Purchaser and continuing for such period beginning as they may continue to be employed by the Purchaser, compensation at such rate of pay as may be determined, in the sole discretion of the Purchaser. The Hired Employees, effective upon their commencement of employment with the Purchaser, shall be entitled to participate in, and have the benefits of, all benefit plans of The Xxxxxx Companies, Inc. (“Xxxxxx”) to the same extent as similarly situated employees of the Purchaser are entitled to such benefits. Such benefits will commence on the Closing Date and continuing thereafter for 12 months, subject to any contractual obligations that may apply, TopCo shall provide, (or shall cause MSLO Surviving Corporation and its Subsidiaries to provide, employees date of MSLO as such Hired Employee’s commencement of the Closing who continue employment with TopCo Purchaser, if later). The Hired Employees shall be given credit for their years of service with the Asset Selling Corporations for all purposes including vacation accrual, vesting and eligibility, and any preexisting conditions or any of its Subsidiarieslimitations with respect to health, including MSLO Surviving Corporationlife and disability benefits shall be waived for the Hired Employees, following the Closing (the “Continuing Employees”) with their spouses and eligible dependents. In addition, Purchaser shall permit Hired Employees (i) wage or base salary levels to make direct rollovers of their account balances in the AMS Savings and Investment Plan, which is a qualified plan under Section 401 (but not any short-term incentive compensation opportunities or other bonus plans (other than the commission sales plan set forth in Section 6.11(aa) of the MSLO Disclosure Schedule)) that are not less than those in effect immediately prior Code, including promissory notes associated with any outstanding plan loans, to the Effective Time, Xxxxxx’x plan and (ii) employee benefits (excluding equity-based compensation) that are comparable to the extent allowable under the Code and regulations issued thereunder, to transfer their respective health care and dependent care flexible spending account elections and any unused amounts in the aggregate to either those in effect for such Continuing Employees immediately prior to Parent’s health care and dependent care flexible spending account plan with respect thereto, if any, as the Effective Time or those provided to similarly-situated employees of Sequential from time-to-time, provided that, (x) until December 31, 2015, Topco and the MSLO Surviving Corporation agree to keep in effect all employee benefits (excluding equity-based compensation) that are applicable to employees of MSLO same exist as of the date hereof and (y) notwithstanding the immediately preceding clause (x), until the one year anniversary of the Closing Date, TopCo to Xxxxxx’x health care and the MSLO Surviving Corporation agree to keep in effect all severance plans, practices and policies that are applicable to employees of MSLO as of the date hereof and set forth on Section 6.11(a) of the MSLO Disclosure Scheduledependent care flexible spending account plan. Nothing herein contained in this Agreement shall confer upon any Hired Employee any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement, including any right to employment or continued employment or to any benefits that may be deemed to limit provided, directly or indirectly, under any employee benefit plan, policy or arrangement of Purchaser, nor shall anything contained in this Agreement constitute a limitation on or restriction against the right of TopCo Purchaser to amend, modify or terminate any of their respective Affiliates to (A) terminate such plan, policy or arrangement. The Asset Selling Corporations shall retain all liabilities and obligations arising from the employment of any Continuing Employee termination or severance at any time, (B) change or modify time and from time to time of all employees of the terms or conditions of employment for any Continuing Employee, or (C) change or modify any Sequential Benefit Plan, MSLO Benefit Plan or other employee benefit plan or arrangement in accordance with its termsBusiness who are not Hired Employees.

Employees and Employee Benefits. (a) For a period beginning on All individuals employed by the Bank or any of its Subsidiaries immediately prior to the Closing Date and continuing thereafter for 12 months, subject to any contractual obligations that may apply, TopCo (“Covered Employees”) shall provide, or shall cause MSLO Surviving Corporation and its Subsidiaries to provide, automatically become employees of MSLO Purchaser as of the Closing who continue employment for the purposes of the Purchaser Benefit Plans and shall receive credit for unused vacation time and their years of service with TopCo or any the Bank in calculating their vacation time under Purchaser’s applicable paid time off policies. Effective as of its Subsidiariesthe Closing, including MSLO Surviving Corporation, following the Closing (the “Continuing Employees”) with (i) wage or base salary levels (but not any short-term incentive Purchaser shall maintain employee benefit plans and compensation opportunities or other bonus plans (other than for the commission sales plan set forth benefit of Covered Employees that provide employee benefits and compensation opportunities that, in Section 6.11(a) of the MSLO Disclosure Schedule)) aggregate, are substantially comparable to the employee benefits and compensation opportunities that are not less than those in effect immediately prior to the Effective Time, and (ii) employee benefits (excluding equity-based compensation) that are comparable in the aggregate to either those in effect for such Continuing Employees immediately prior to the Effective Time or those provided made available to similarly-situated employees of Sequential from time-to-timePurchaser under the Purchaser Benefit Plans; provided, provided however, that, : (xi) in no event shall any Covered Employee be eligible to participate in any closed or frozen Purchaser Benefit Plan; (ii) until December 31such time as Purchaser shall cause the Covered Employees to participate in the Purchaser Benefit Plans, 2015, Topco and a Covered Employee’s continued participation in the MSLO Surviving Corporation agree corresponding Employee Benefit Plans for which the Bank or a Bank subsidiary is the plan sponsor shall be deemed to keep satisfy the foregoing provisions of this sentence (it being understood that participation in effect all employee benefits (excluding equity-based compensation) that are applicable the Purchaser Benefit Plans may commence at different times with respect to employees of MSLO as of the date hereof each Purchaser Benefit Plan); and (yiii) notwithstanding if any Covered Employee is terminated by Purchaser without cause on or before the immediately preceding clause (x), until the one year first anniversary of the Closing Dateand is not entitled to contractual severance or change in control benefits, TopCo and the MSLO Surviving Corporation agree such Covered Employee shall be provided with severance in an amount equal to keep one (1) week’s base salary, as in effect all severance plansimmediately prior to such termination, practices for each whole year of continuous service with the Bank and policies that are applicable to employees of MSLO as of the date hereof its Subsidiaries and set forth on Section 6.11(a) of the MSLO Disclosure Schedule. Nothing herein shall be deemed to limit the right of TopCo or any of their respective Affiliates to (A) terminate predecessors, including any service after the employment of any Continuing Employee at any time, (B) change or modify the terms or conditions of employment for any Continuing Employee, or (C) change or modify any Sequential Benefit Plan, MSLO Benefit Plan or other employee benefit plan or arrangement in accordance with its termsClosing.

Employees and Employee Benefits. (a) For Employees—Offer of Employment; Continued Employment; Severance. As of 12:01 a.m. on the day immediately following the Closing Date (the “Effective Time”), Purchaser agrees to employ each Employee (other than any Employee on short-term or long-term disability or any approved leave of absence, including without any limitation any Employee on maternity leave, workers compensation, Family Medical Leave Act leave, or absent due to any other paid or unpaid approved leave, which individuals shall be subject to Section 7.5(f) below) in the same or a period beginning comparable position and at a rate of pay at least equal to the Employee’s rate of pay in effect on the Closing Date and continuing thereafter for 12 months, subject with benefits which shall be substantially comparable to any contractual obligations that may apply, TopCo shall provide, or shall cause MSLO Surviving Corporation and its Subsidiaries the employee benefits provided to provide, similarly situated employees of MSLO the Purchaser. For purposes of this Section 7.5, references to “pay” shall include base pay plus any commission and, for 2003 an opportunity to earn under the terms of the Purchaser’s bonus program, a dollar amount equal to not less than 100% of the target dollar amount under Seller’s annual bonus plan for 2003 (prorated for the period between the Closing Date and the close of 2003), but shall exclude retention and retention/performance allowances. Such employment shall be at a location within a 25 mile radius of the Employee’s location of employment as of the Closing who continue employment Date. Schedule 7.5(a) (which shall be updated by Seller on the Closing Date) shall set forth the name of each Employee and his or her current rate of base pay, bonus or commission arrangements, current work location, position, date of hire and service creditable under the following provisions of this Section 7.5(a). Purchaser shall be solely responsible for all wages and other compensation (including bonuses, incentive payments and commissions) accruing with TopCo or any of its Subsidiariesrespect to periods after the Closing Date with respect to the Affected Employees, including MSLO Surviving Corporation, as well as compliance with all legal duties owed to such Employees following the Closing (Date, except for those duties and obligations for which Seller or its Affiliates remain liable in accordance with this Agreement. Subject to applicable law, Purchaser may change the “Continuing Employees”) conditions of employment after the Closing Date. Employees shall also be provided credit by Purchaser for all service with (i) wage or base salary levels (but not any short-term incentive compensation opportunities or other bonus plans (other than the commission sales plan set forth in Section 6.11(a) of the MSLO Disclosure Schedule)) that are not less than those in effect immediately prior Seller and its Affiliates, to the Effective Timesame extent as such service was credited by Seller and its Affiliates, and (ii) employee benefits (excluding equity-based compensation) that are comparable in the aggregate to either those in effect for such Continuing Employees immediately prior to the Effective Time or those provided to similarly-situated employees of Sequential from time-to-time, provided that, under (x) until December 31, 2015, Topco and the MSLO Surviving Corporation agree to keep in effect all employee benefit plans, programs, policies and fringe benefits (excluding equity-based compensation) that are applicable to employees of MSLO as Purchaser for purposes of the date hereof eligibility and vesting and (y) notwithstanding in addition, in respect of severance plans, programs and policies, for purposes of calculating the immediately preceding clause (x), until amount of each Employee’s severance benefits. Purchaser shall have no obligation whatsoever with regard to former employees of the one year anniversary Business who are not Employees as of the Closing Date, TopCo and the MSLO Surviving Corporation agree to keep in effect all severance plans, practices and policies that are applicable to employees of MSLO as of the date hereof and set forth on Section 6.11(a) of the MSLO Disclosure Schedule. Nothing herein shall be deemed to limit the right of TopCo or any of their respective Affiliates to (A) terminate the employment of any Continuing Employee at any time, (B) change or modify the terms or conditions of employment for any Continuing Employee, or (C) change or modify any Sequential Benefit Plan, MSLO Benefit Plan or other employee benefit plan or arrangement in accordance with its terms.

Employees and Employee Benefits. Buyer shall, or shall cause an Affiliate of Buyer to, offer employment effective on the Closing Date, to all Employees, including Employees who are absent due to vacation, family leave, short-term disability or other approved leave of absence (a) For a the Employees who accept such employment and commence employment on the Closing Date, the "Transferred Employees"). During the period beginning commencing on the Closing Date and continuing thereafter for 12 monthsending on the date which is [12/[NUMBER]] months from the Closing (or if earlier, subject to any contractual obligations that may applythe date of the Transferred Employee's termination of employment with Buyer or an Affiliate of Buyer), TopCo shall provideBuyer shall, or shall cause MSLO Surviving Corporation and its Subsidiaries to providean Affiliate of Buyer to, employees of MSLO as of the Closing who continue employment with TopCo or any of its Subsidiaries, including MSLO Surviving Corporation, following the Closing (the “Continuing Employees”) with provide each Transferred Employee with: (i) wage or base salary levels (but not any short-term incentive compensation opportunities or other bonus plans (other hourly wages which are no less than the commission sales plan set forth in Section 6.11(a) of the MSLO Disclosure Schedule)) that are not less than those in effect base salary or hourly wages provided by Seller immediately prior to the Effective Time, and Closing; (ii) employee benefits target bonus opportunities (excluding equity-based compensation), if any, which are no less than the target bonus opportunities (excluding equity-based compensation) provided by Seller immediately prior to the Closing; (iii) retirement and welfare benefits that are comparable no less favorable in the aggregate than those provided by Seller immediately prior to either those the Closing; and (iv) severance benefits that are no less favorable than the practice, plan or policy in effect for such Continuing Employees Transferred Employee immediately prior to the Effective Time Closing. With respect to any employee benefit plan maintained by Buyer or those provided an Affiliate of Buyer (collectively, "Buyer Benefit Plans") for the benefit of any Transferred Employee, effective as of the Closing, Buyer shall, or shall cause its Affiliate to, recognize all service of the Transferred Employees with Seller, as if such service were with Buyer, for vesting, eligibility and accrual purposes; provided, however, such service shall not be recognized to similarly-situated employees of Sequential from time-to-time, provided that, the extent that (x) until December 31, 2015, Topco and the MSLO Surviving Corporation agree to keep such recognition would result in effect all employee a duplication of benefits (excluding equity-based compensation) that are applicable to employees of MSLO as of the date hereof and or (y) notwithstanding such service was not recognized under the immediately preceding clause (x), until the one year anniversary of corresponding Benefit Plan. [Effective as soon as practicable following the Closing Date, TopCo Seller, or any applicable Affiliate, shall effect a transfer of assets and liabilities [(including outstanding loans)] from the MSLO Surviving Corporation agree defined contribution retirement plan that it maintains to keep the defined contribution retirement plan maintained by Xxxxx, with respect to the Transferred Employees, in effect connection with the transactions contemplated by this Agreement. Any such transfer shall be in an amount sufficient to satisfy Section 414(l) of the Code. [Upon the transfer of assets and liabilities into Xxxxx's plan, all severance plans, practices and policies that are applicable to employees of MSLO transferred account balances from Seller's plan shall become fully vested].] Effective as of the date hereof and set forth on Section 6.11(a) Closing, the Transferred Employees shall cease active participation in the Benefit Plans. Seller shall remain liable for all eligible claims for benefits under the Benefit Plans that are incurred by the Employees prior to the Closing Date. For purposes of this Agreement, the MSLO Disclosure Schedule. Nothing herein following claims shall be deemed to limit be incurred as follows: (i) life, accidental death and dismemberment, short-term disability, and workers' compensation insurance benefits, on the right event giving rise to such benefits; (ii) medical, vision, dental, and prescription drug benefits, on the date the applicable services, materials or supplies were provided; and (iii) long-term disability benefits, on the eligibility date determined by the long-term disability insurance carrier for the plan in which the applicable Employee participates. Buyer and Seller intend that the transactions contemplated by this Agreement should not constitute a separation, termination or severance of TopCo employment of any Employee who accepts an employment offer by Buyer that is consistent with the requirements of (b), including for purposes of any Benefit Plan that provides for separation, termination or severance benefits, and that each such Employee will have continuous employment immediately before and immediately after the Closing. Buyer shall be liable and hold the Seller harmless for: (i) any statutory, common law, contractual or other severance with respect to any Employee, other than an Employee who has received an offer of their respective Affiliates employment by Buyer on terms and conditions consistent with Section 6.04(b) hereof and declines such offer; and (ii) any claims relating to (A) terminate the employment of any Continuing Transferred Employee at arising in connection with or following the Closing. This Section VI.04 shall be binding upon and inure solely to the benefit of each of the parties to this Agreement, and nothing in this Section 6.04, express or implied, shall confer upon any timeother Person any rights or remedies of any nature whatsoever under or by reason of this Section 6.04. Nothing contained herein, (B) change express or modify the terms or conditions of employment for any Continuing Employeeimplied, or (C) change shall be construed to establish, amend or modify any Sequential Benefit Planbenefit plan, MSLO Benefit Plan program, agreement or arrangement. The parties hereto acknowledge and agree that the terms set forth in this Section 6.04 shall not create any right in any Transferred Employee or any other employee benefit plan Person to any continued employment with Buyer or arrangement in accordance with any of its termsAffiliates or compensation or benefits of any nature or kind whatsoever.

Employees and Employee Benefits. (a) For a period beginning on The parties hereto shall: (i) not later than January 1, 2022, commence the discussions and negotiations of an Employee Matters Agreement (the “Employee Matters Agreement”) with respect to the transfer of employment of the Business Employees as of the Closing Date and continuing thereafter the terms and conditions of such transfer; and (ii) not later than July 1, 2022, enter into the Employee Matters Agreement. The Employee Matters Agreement shall include terms which shall relate to, but shall not be limited to: (A) the Transferred Assets and Excluded Assets with respect to employees and employee benefits, (B) the Excluded Liabilities and Assumed Liabilities with respect to employees and employee benefits, (C) continuation and/or transfer of employment of the Business Employees to Buyer, (D) terms and conditions of employment, (E) participation in retirement plans, (F) participation in health and welfare benefit plan coverage, (G) credit for 12 monthsservice earned on or prior to the Closing Date with Seller or its Affiliates to the extent that service is relevant for purposes of eligibility, subject vesting or the calculation of benefits under any retirement or other employee benefit plan, (H) waiver of limitations on benefits relating to any contractual obligations that may apply, TopCo shall provide, or shall cause MSLO Surviving Corporation and its Subsidiaries to provide, employees of MSLO as pre-existing conditions of the Closing who continue Business Employees and their respective spouses and dependents under health plans of the Seller Parties, (I) severance benefits, and (J) updates to the definitions of “Key Employees” and “Business Employees” (including to any Sections of the Seller Disclosure Letter referenced therein). The parties hereto shall negotiate the terms of the Employee Matters Agreement in good faith, which terms shall be consistent with the understanding of the parties that at least (but no more than, unless otherwise determined by Buyer in its sole discretion) that number of all Business Employees specified in Section 3.11 of the Seller Disclosure Letter under the column heading “Business Employees Target Population” shall be offered employment with TopCo Buyer (or any an Affiliate of its Subsidiaries, including MSLO Surviving Corporation, following the Closing (the “Continuing Employees”Buyer) with terms and conditions of employment including (ix) wage or at least the same level of base salary levels or wage rate and (but not any short-term incentive y) other compensation opportunities or other bonus plans (other than the commission sales plan set forth in Section 6.11(a) of the MSLO Disclosure Schedule)) and employee benefits that are not less than those substantially comparable in the aggregate to the compensation (excluding base salary or wage) and employee benefits, in each case as in effect immediately prior to the Effective TimeClosing Date. From time to time following the Closing, to the extent set forth in the Employee Matters Agreement or as otherwise required by Law, Seller shall, and (ii) employee benefits (excluding equity-based compensation) that are comparable in the aggregate shall cause its Affiliates to, make available to either those in effect for such Continuing Employees immediately prior to the Effective Time or those provided to similarly-situated employees of Sequential from time-to-time, provided that, (x) until December 31, 2015, Topco and the MSLO Surviving Corporation agree to keep in effect all employee benefits (excluding equity-based compensation) that are applicable to employees of MSLO as of the date hereof and (y) notwithstanding the immediately preceding clause (x), until the one year anniversary of the Closing Date, TopCo and the MSLO Surviving Corporation agree to keep in effect all severance plans, practices and policies that are applicable to employees of MSLO as of the date hereof and set forth on Section 6.11(a) of the MSLO Disclosure Schedule. Nothing herein shall be deemed to limit the right of TopCo Buyer or any of their respective Affiliates its Affiliates, as designated by Buyer, such data in personnel records of Transferred Employees (as defined in the Employee Matters Agreement) as is reasonably necessary for Buyer to (A) terminate the employment of transition such Transferred Employees into Buyer’s records and in compliance with any Continuing Employee at any time, (B) change or modify the terms or conditions of employment for any Continuing Employee, or (C) change or modify any Sequential Benefit Plan, MSLO Benefit Plan or other employee benefit plan or arrangement in accordance with its termsapplicable Law.

Employees and Employee Benefits. (a) For a period beginning on Except as otherwise provided in this Section 5.10, as of or after the Closing Date Merger Effective Time, and continuing thereafter for 12 months, at EBSB’s election and subject to any contractual obligations that the requirements of the IRC and ERISA, the MWCB Employee Plans may applycontinue to be maintained separately, TopCo shall provideconsolidated, or shall cause MSLO Surviving Corporation and its Subsidiaries to provide, employees of MSLO as terminated. EBSB may require that MWCB terminate or freeze any MWCB Employee Plan that is a tax-qualified plan under Section 401(a) of the Closing IRC, effective as of, or immediately prior to, the Merger Effective Time, by notice in writing issued to MWCB no later than thirty (30) days prior to the Merger Effective Time. MWCB employees who are participants in such MWCB Employee Plan(s) and who continue employment with TopCo or any of its Subsidiaries, including MSLO Surviving Corporation, following EBSB after the Closing Merger Effective Time (the “Continuing Employees”) shall receive credit for service with (i) wage or base salary levels (MWCB for purposes of eligibility and vesting determination but not for benefit accrual purposes in any short-term incentive compensation opportunities or other bonus plans (EBSB Employee Plan, other than the commission sales EBSB employee stock ownership plan, for which such persons are eligible. Continuing Employees shall be eligible to participate in the EBSB employee stock ownership plan set forth one year following the Merger Effective Time and such employees shall not receive any credit for service with MWCB for purposes of vesting or benefit accrual under the EBSB employee stock ownership plan. EBSB may permit Continuing Employees to participate in the EBSB Employee Plans that are tax-qualified plans in accordance with the terms of such plans, however, to avoid a duplication of benefits, nothing herein shall be construed to require Continuing Employees to receive a benefit accrual or contribution under a MWCB Employee Plan and an EBSB Employee Plan of the same type for the same year if such MWCB Employee Plan has not been terminated. In the event of termination of any MWCB Employee Plan that is tax-qualified under Section 6.11(a401(a) of the MSLO Disclosure Schedule)) that are not less than those in effect immediately IRC, MWCB, prior to the Merger Effective Time, or EBSB, after the Merger Effective Time, shall as soon as practicable apply for a favorable determination letter from the IRS with respect to such termination and (ii) employee benefits (excluding equity-based compensation) that are comparable in shall not distribute the aggregate to either accrued benefit or account balances under such MWCB Employee Plan, other than those in effect for such Continuing Employees immediately prior to the Effective Time or those provided to similarly-situated employees of Sequential from time-to-time, provided that, (x) until December 31, 2015, Topco and the MSLO Surviving Corporation agree to keep in effect all employee benefits (excluding equity-based compensation) that are applicable to employees of MSLO as of the date hereof and (y) notwithstanding the immediately preceding clause (x)distributions required by law, until the one year anniversary receipt of the Closing Date, TopCo and the MSLO Surviving Corporation agree to keep in effect all severance plans, practices and policies that are applicable to employees of MSLO as of the date hereof and set forth on Section 6.11(a) of the MSLO Disclosure Schedule. Nothing herein shall be deemed to limit the right of TopCo or any of their respective Affiliates to (A) terminate the employment of any Continuing Employee at any time, (B) change or modify the terms or conditions of employment for any Continuing Employee, or (C) change or modify any Sequential Benefit Plan, MSLO Benefit Plan or other employee benefit plan or arrangement in accordance with its termssuch favorable determination letter.

Employees and Employee Benefits. Schedule 6.1 contains a list of in-scope employees (a“Preliminary List”) For employed by Seller as of the Effective Date in connection with the Transferred Assets (including active employees and employees who are on leave of absence or sick leave) (the “In-scope Employees”). Preliminary List will include a period beginning unique identifier for each employee on the list. Following the Effective Date, Seller will update the Preliminary List with a final listing of In-scope Employees (“Final List”). In the event that Seller is prohibited from providing Buyer with the name of any In-scope Employee as a result of applicable Laws relating to the safeguarding of data privacy, Seller shall include a serial number for such In-scope Employee instead of a name and shall update Schedule 6.1 following the Effective Date to add such In-scope Employee’s name in accordance with applicable Law. This Final List shall be updated prior to the Closing to reflect changes, if any, made between the Effective Date and continuing thereafter for 12 months, subject the Closing Date. Buyer agrees that Buyer or a local Buying Affiliate shall make offers of employment to any contractual obligations that may apply, TopCo shall provide, or shall cause MSLO Surviving Corporation and its Subsidiaries at least one-hundred fifteen (115) of the In-scope Employees at least twelve (12) days prior to provide, employees of MSLO the Transfer Date to be effective as of the Closing Date. The In-Scope Employees who continue employment with TopCo or any of its Subsidiaries, including MSLO Surviving Corporation, following the Closing accept such offers (the “Continuing Transferred Employees”) shall be employed by Buyer or local Buying Affiliate in accordance with (i) wage or base salary levels (but not any short-term incentive compensation opportunities or other bonus plans (other than the commission sales plan terms and conditions set forth in Section 6.11(athis Article VI. Buyer or a local Buying Affiliate agrees to make offers to all In-scope Employees until there are at least one-hundred fifteen (115) of the MSLO Disclosure Schedule)) that are not less than those in effect immediately prior Transferred Employees or offers have been made to all In-scope Employees. Seller shall pay and shall cause Selling Affiliates to pay, all compensation or other money due to the Effective Time, Transferred Employees with respect to their employment and (ii) employee benefits (excluding equity-based compensation) that are comparable in the aggregate to either those in effect for such Continuing Employees immediately prior to the Effective Time resignation of employment with Seller or those provided to similarly-situated employees of Sequential from time-to-time, provided that, (x) until December 31, 2015, Topco a Selling Affiliate through and the MSLO Surviving Corporation agree to keep in effect all employee benefits (excluding equity-based compensation) that are applicable to employees of MSLO as of the date hereof and (y) notwithstanding the immediately preceding clause (x), until the one year anniversary of including the Closing Date, TopCo including in any event, and to the extent applicable, any sale bonuses, severance, change in control benefits, other bonuses (including variable pay in India), commissions, accrued but unused vacation time, accrued but unused variable pay, and all other amounts required to be paid to such employees pursuant to applicable law, agreements, policies or awards of Seller or any Selling Affiliates through the Closing Date or as a result of the consummation of the transactions contemplated by this Agreement and the MSLO Surviving Corporation agree to keep in effect all severance plans, practices and policies that are applicable to employees of MSLO as of the date hereof and set forth on Section 6.11(a) of the MSLO Disclosure Schedule. Nothing herein shall be deemed to limit the right of TopCo or any of their respective Affiliates to (A) terminate the employment of any Continuing Employee at any time, (B) change or modify the terms or conditions of employment for any Continuing Employee, or (C) change or modify any Sequential Benefit Plan, MSLO Benefit Plan or other employee benefit plan or arrangement in accordance with its termsTransaction Agreements.

Employees and Employee Benefits. (a) For a period beginning on the Closing Date and continuing thereafter for 12 monthsThe Buyer shall, subject to any contractual obligations that may apply, TopCo shall provide, or shall cause MSLO Surviving Corporation and its Subsidiaries to provide, employees of MSLO as of the Closing who continue employment with TopCo or any of its Subsidiaries, including MSLO Surviving Corporation, following the Closing (the “Continuing Employees”) with (i) wage or base salary levels (but not any short-term incentive compensation opportunities or other bonus plans (other than the commission sales plan set forth in Section 6.11(a) of the MSLO Disclosure Schedule)) that are not less than those in effect immediately prior to the Effective Time, and (ii) employee benefits (excluding equity-based compensation) that are comparable in the aggregate to either those in effect for such Continuing Employees immediately prior to the Effective Time or those provided to similarly-situated employees of Sequential from time-to-time, provided that, (x) until December 31, 2015, Topco and the MSLO Surviving Corporation agree to keep in effect all employee benefits (excluding equity-based compensation) that are applicable to employees of MSLO as of the date hereof and (y) notwithstanding the immediately preceding clause (x), until the one year anniversary of the Closing Date, TopCo cause the Companies to employ all employees of the Companies (other than those identified as excluded employees on Schedule 4.13) at a wage or salary no less favorable to the employee than those provided to such employees by the Sellers and the MSLO Surviving Corporation agree Companies prior to keep in effect all severance the Closing Date and on an at-will basis to the extent permitted under applicable law. As soon as practicable after the Closing Date (the “Benefits Date”), the Buyer shall cause the Companies to provide, or cause to be provided, employee benefit plans, practices programs and policies that are applicable arrangements to employees of MSLO the Company that are the same as those made generally available to similarly situated non-represented employees of the Buyer who are hired by the Buyer after January 1, 2003. From the Closing Date to the Benefits Date (which the parties acknowledge may occur on different dates with respect to different plans, programs or arrangements of the Buyer), the Sellers shall allow the employees of the Companies to continue to participate in the Employee Benefit Plans providing health, dental, vision, and, to the extent permitted under the terms of the applicable plans, disability, life, employee assistance, accidental death and dismemberment, long-term disability and short-term disability (but only to the extent such employees would have been eligible for such plans had the Companies continued to be owned by the Sellers), and will cooperate with the Buyer to arrange uninterrupted coverage from the insurers of such benefits through the Benefits Date. The Buyer shall cause the Companies to be responsible for the employer’s portion of the costs associated with such Employee Benefit Plans, for the employer’s portion of any claims incurred under the self-funded health and disability plan with respect to employees of the Companies, and for collecting from employees of the Companies and remitting to the Sellers such amounts as the employees may be required to contribute as a condition of their continued participation in such Employee Benefit Plans after the Effective Date and before the Benefits Date and the Sellers shall be responsible for all claims incurred under the self-funded health plan on or prior to the Effective Date. The Sellers will be responsible for providing continuation coverage as required by Section 4980B of the Code or similar requirements of state law (“COBRA Continuation Coverage”) for all employees, former employees, and their dependents where the qualifying event as defined in Section 4980B of the Code (“Qualifying Event”) occurs on or before the Effective Date, plus the COBRA Continuation Coverage for employees who are identified as excluded employees on Schedule 4.13 who have a Qualifying Event. The Buyer will be responsible for COBRA Continuation Coverage for all other employees of any of the Companies and their dependents where the Qualifying Event occurs after the Effective Date; provided that if the Qualifying Event occurs after the Effective Date but before the Benefits Date, the Sellers will provide COBRA Continuation Coverage under Seller’s plans until the Benefits Date and the Buyer will assume responsibility for continuing such COBRA Continuation Coverage as of the date hereof and set forth on Section 6.11(a) Benefits Date. The Buyer will cause the Companies to be responsible for all claims incurred under the self-insured health plan attributable to such COBRA Continuation Coverage of employees of any of the MSLO Disclosure ScheduleCompanies who have Qualifying Events occurring after the Effective Date (other than the employees who are identified as excluded employees on Schedule 4.13). Nothing The employees of the Companies will, as of the Closing Date, be terminated as participants in the Xxxxxxx Foods, Inc. Retirement Savings Plan in accordance with the terms of such plan and the Sellers will take all action necessary to assure that such employees remain fully vested in their benefits under such plan. Further, the Sellers will take all action necessary to offer the employees of the Companies who have participant loans secured by their accounts in the Xxxxxxx Foods, Inc. Retirement Savings Plan the opportunity to roll over such loans to the 401(k) plan of the Buyer in which such employees will be eligible to participate, to the extent that the Buyer’s plan will accept such rollovers. The Buyer shall cause the Companies to continue to sponsor the M-Foods Dairy, LLC Retirement Plan with Life Insurance; provided that nothing herein shall be deemed to limit will prevent the right of TopCo Buyer, either Company or any of their respective Affiliates to (A) terminate the employment of any Continuing Employee at any time, (B) change subsidiaries from amending or modify the terms or conditions of employment for any Continuing Employee, or (C) change or modify any Sequential Benefit Plan, MSLO Benefit Plan or other employee benefit terminating such plan or arrangement in accordance with its terms. The Sellers shall be responsible for all liability related to the M-Foods Dairy, LLC Retirement Plan with Life Insurance arising on or prior to the Effective Date (up to a maximum liability of $69,492), and the Buyer will cause the Companies to be responsible for all liability related to such plan arising after the Effective Date. The Buyer shall pay to the employees of the Companies who continue employment with the Companies after the Closing Date the compensation earned prior to the Closing Date under any incentive compensation arrangement in which such employees participate to the extent accrued for in the Working Capital. The Sellers shall take all action necessary to vest as of the Closing Date all outstanding stock options granted to employees of the Companies before the Closing Date and to allow employees of the Companies to exercise such options upon a Change of Control (as defined in the applicable plan). The Sellers and the Buyers shall take all action necessary to assure that the exemption of Section 280G(b)(5)(A)(ii) applies to any amounts that might otherwise be considered to be parachute payments within the meaning of Section 280G of the Code with respect to the transactions contemplated by this Agreement. Except as provided above in this Section 4.13, from and after the Closing Date, the Companies (or any legal successors) will have sole discretion over the promotion, retention, termination and other terms and conditions of the employment of the employees of the Companies.

Employees and Employee Benefits. (a) For a period beginning on the Closing Date and continuing thereafter for 12 months, subject to any contractual obligations that may apply, TopCo shall provide, or shall cause MSLO Surviving Corporation and its Subsidiaries to provide, employees of MSLO as of the Closing who continue employment with TopCo or any of its Subsidiaries, including MSLO Surviving Corporation, following the Closing (the “Continuing Employees”) with (i) wage or base salary levels (but not any short-term incentive compensation opportunities or other bonus plans (other than the commission sales plan set forth in Section 6.11(a) of the MSLO Disclosure Schedule)) that are not less than those in effect immediately prior to Following the Effective Time, and for the shorter of the one (ii1) employee benefits (excluding equity-based compensation) that are comparable in year period following the aggregate Effective Time or until the termination of employment of the applicable Assumed Employee with Parent, the Surviving Corporation or any of their respective Subsidiaries or Affiliates, Parent shall provide or shall cause the Surviving Corporation to either those in effect for provide base salary to each such Continuing Employees Assumed Employee no less than the base salary of such Assumed Employee immediately prior to the Effective Time or those provided to similarly-situated employees of Sequential from time-to-time, provided that, (x) until December 31, 2015, Topco and the MSLO Surviving Corporation agree to keep in effect all employee benefits (excluding equity-based compensation) that are applicable to employees of MSLO as of the date hereof and (y) notwithstanding the immediately preceding clause (x), until the one year anniversary of the Closing Date, TopCo and the MSLO Surviving Corporation agree to keep in effect all severance plans, practices and policies that are applicable to employees of MSLO as of the date hereof and set forth on Section 6.11(a6.5(a) of the MSLO Company Disclosure ScheduleLetter). Nothing herein In addition, Parent shall be deemed provide or shall cause the Surviving Corporation to limit provide to each Assumed Employee remaining employed with Parent, the right Surviving Corporation or any of TopCo their Subsidiaries or respective Affiliates an annual bonus in respect of the calendar year which includes the Effective Time, payable on the scheduled annual bonus payment date in respect of such calendar year of Parent, the Surviving Corporation or any of their respective Subsidiaries or Affiliates, as applicable, in an amount no less than the annual bonus paid to such Assumed Employee by the Company or any of its Subsidiaries in respect of calendar year 2009; provided that, in the case of any Assumed Employee who did not receive a bonus for calendar year 2009 by reason of not being an employee of the Company or any of its Subsidiaries or Affiliates at the time necessary in order to be eligible to receive such a bonus, such Assumed Employee’s bonus for the calendar year that includes the Effective Time shall be in an amount no less than the annual bonus paid to similarly situated Assumed Employees in respect of calendar year 2009. Further, following the Effective Time, and for the shorter of the one (A1) terminate year period following the Effective or until the termination of employment of the applicable Assumed Employee with Parent, the Surviving Corporation or any Continuing of their respective Subsidiaries or Affiliates, Parent shall provide or shall cause the Surviving Corporation to provide, to all Assumed Employees, employee benefits that are no less favorable in the aggregate (other than de minimis deviations) than those in effect on the date hereof for such Assumed Employees under the Company Benefit Plans, excluding for this purpose, any base salary, short-term incentive compensation, bonus, equity, equity-related or sabbatical plan, program, policy, agreement or arrangement. Following the Effective Time, each Assumed Employee at shall receive service credit to the extent credited under the Company Benefit Plans prior to the Effective Time for purposes of determining eligibility to participate and vesting (but, except with respect to any timevacation, (B) change severance, termination pay, savings or modify the terms or conditions of employment profit-sharing plan, not for any Continuing Employeeother purpose including benefit accrual or determination of levels of benefits purposes) for the same purposes under comparable employee benefit plans of Parent and the Surviving Corporation in which such employees participate following the Effective Time. Notwithstanding the foregoing, none of the provisions contained herein shall operate to require coverage of any Assumed Employee under any benefit plan of Parent or any Subsidiary thereof or to duplicate any benefit provided to, or service credited on behalf of, any Assumed Employee. Solely to the extent permitted under the applicable plan or contract of Parent or any applicable Subsidiary thereof in which Assumed Employees participate following the Effective Time, or as otherwise required under applicable Law, Parent and the Surviving Corporation will cause all (Ci) change or modify any Sequential Benefit Plan, MSLO pre-existing condition exclusions for all Assumed Employees and their covered dependents as of the Closing to be waived to the extent that such exclusions were inapplicable under a comparable Company Benefit Plan as of the Effective Time and (ii) waiting periods under each plan that would otherwise be applicable to newly hired employees to be waived to the same extent waived or other employee benefit satisfied under the Company Benefit Plans as of the Effective Time. In addition, Parent and the Surviving Corporation will honor or cause to be honored any expenditures incurred by Assumed Employees and their covered dependents during the applicable plan year that includes the Effective Time which were included in satisfying the deductible, co-payment and out-of-pocket maximums under the Company Benefit Plans in which such Assumed Employees participated immediately prior to the Effective Time in satisfying any deductibles, co-payments or arrangement out-of-pocket maximums under any plans of Parent or the Surviving Corporation in accordance with its termswhich they are eligible to participate after the Effective Time for the applicable plan year that includes the Effective Time.

Employees and Employee Benefits. (a) No earlier than two (2) Business Days prior to, and no later than, Closing, the Sellers shall provide to Buyer an updated version of Schedule 2.15(a) that is true and complete as of such date. For a period beginning on the Closing Date and continuing thereafter for 12 monthstwelve (12) months (the “Continuation Period”, subject to any contractual obligations provided, that may applyfor purposes of subclause (iii) below the Continuation Period shall, TopCo in no event, extend beyond December 31, 2021), Buyer shall provide, or shall cause MSLO Surviving Corporation the Transferred Companies and its Subsidiaries their respective Affiliates to provide, employees of MSLO Business Employees as of the Closing who continue employment with TopCo the Transferred Companies or any of its Subsidiaries, including MSLO Surviving Corporation, their respective Subsidiaries following the Closing (the “Continuing Employees”) with (i) wage or base salary levels or wage rates that are no less favorable than those provided to such Continuing Employee by the Transferred Companies or their respective Subsidiaries immediately prior to the Closing; (but not any shortii) target annual cash bonus opportunities and target long-term incentive compensation opportunities or other bonus plans (other than excluding, for the commission sales plan set forth avoidance of doubt, compensation paid under any deferred compensation, defined benefit, retention, change in Section 6.11(a) of the MSLO Disclosure Schedule)control and equity-related compensation arrangements) that are not no less favorable in the aggregate than those in effect provided to such Continuing Employees by the Transferred Companies or their respective Subsidiaries immediately prior to the Effective Time, Closing and disclosed in Schedule 2.16(a)(i); (iiiii) employee benefits (excluding equity-based compensationbased, change in control, retention, retiree medical benefits, defined benefit plans (other than as required by Law) and nonqualified deferred compensation plans) that are comparable no less favorable in the aggregate to either those in effect for such Continuing Employees immediately prior to than the Effective Time or those provided to similarly-situated employees of Sequential from time-to-time, provided that, (x) until December 31, 2015, Topco and the MSLO Surviving Corporation agree to keep in effect all employee benefits (excluding equity-based compensationbased, change in control, retention, retiree medical benefits, defined benefit plans (other than as required by Law) that are applicable and nonqualified deferred compensation plans) provided to employees each such Continuing Employee by the Transferred Companies or their respective Subsidiaries immediately prior to the Closing; and (iv) with respect to any Continuing Employee whose employment is terminated by Buyer during the Continuation Period, Buyer shall provide, or shall cause its Affiliates to provide, severance benefits to such Continuing Employee, which shall be determined and payable in accordance with the severance benefit plan, agreement or policy maintained by the Sellers or any of MSLO their Affiliates for the benefit of such Continuing Employee as of the date hereof and (y) notwithstanding the immediately preceding clause (x), until the one year anniversary of the Closing Date, TopCo and the MSLO Surviving Corporation agree to keep in effect all severance plans, practices and policies that are applicable to employees of MSLO as of the date hereof and set forth on Section 6.11(a) of Schedule 4.5(a), taking into account all service with the MSLO Disclosure Schedule. Nothing herein shall be deemed to limit Sellers, the right of TopCo Transferred Companies or any of their respective Subsidiaries, Buyer and their respective Affiliates to (A) terminate in determining the employment amount of any Continuing Employee at any time, (B) change or modify the terms or conditions of employment for any Continuing Employee, or (C) change or modify any Sequential Benefit Plan, MSLO Benefit Plan or other employee benefit plan or arrangement in accordance with its termsseverance benefits payable.

Employees and Employee Benefits. (a) For a period beginning Prior to the Closing Date, BAHS shall make an offer of employment, to be effective as of the Closing Date (or, with respect to employees on approved leave of absence or disability leave, at the conclusion of such leave), to each employee whose duties are primarily or exclusively related to the Contributed Schein Vet Business (“Vet Business Employee”). Offers of employment to such employees shall be on the same or substantially the same terms in aggregate and conditions of employment with respect to wages, salary, commission, eligibility for benefits and position applicable to each such employee immediately prior to the Closing Date. Employees who affirmatively accept BAHS’s offer of employment and commence working for BAHS on the Closing Date (or, if later, on the date the employee’s approved leave of absence terminates or the employee returns from disability) are hereinafter referred to as “Transferred Employees” and continuing thereafter BAHS and its Affiliates shall ensure that each Transferred Employee shall receive credit for 12 monthsall service or employment recognized in accordance with each such employee’s “seniority date” by HSI and NLS prior to the Closing Date for purposes of eligibility, subject to vesting and the calculation of benefits (but not for the accrual of benefits under any contractual obligations that may applydefined benefit plan or for the calculation of or vesting of any benefits under any equity compensation plan) under any employee benefit plan or arrangement, TopCo shall provideincluding any severance plan, sick pay plan, vacation, personal or floating day policy, cash incentive awards based in whole or in part on service, or shall cause MSLO Surviving Corporation and its Subsidiaries other program continued, established, maintained or contributed to provide, employees of MSLO as of the Closing who continue employment with TopCo by BAHS or any of its Subsidiaries, including MSLO Surviving Corporation, following the Closing (the “Continuing Employees”) with (i) wage or base salary levels (but not any short-term incentive compensation opportunities or other bonus plans (other than the commission sales plan set forth in Section 6.11(a) of the MSLO Disclosure Schedule)) that are not less than those in effect immediately prior Affiliates under which such Transferred Employee may be eligible to the Effective Time, participate on and (ii) employee benefits (excluding equity-based compensation) that are comparable in the aggregate to either those in effect for such Continuing Employees immediately prior to the Effective Time or those provided to similarly-situated employees of Sequential from time-to-time, provided that, (x) until December 31, 2015, Topco and the MSLO Surviving Corporation agree to keep in effect all employee benefits (excluding equity-based compensation) that are applicable to employees of MSLO as of the date hereof and (y) notwithstanding the immediately preceding clause (x), until the one year anniversary of after the Closing Date; provided, TopCo however, that for purposes of service awards, each Transferred Employee shall receive such credit based upon such employee’s “service date” recognized by HSI; and the MSLO Surviving Corporation agree provided further, that such crediting of service shall not operate to keep in effect all severance plans, practices and policies that are applicable to employees of MSLO as of the date hereof and set forth on Section 6.11(a) of the MSLO Disclosure Schedule. Nothing herein shall be deemed to limit the right of TopCo or duplicate any of their respective Affiliates to (A) terminate the employment of any Continuing Employee at any time, (B) change or modify the terms or conditions of employment for any Continuing Employee, or (C) change or modify any Sequential Benefit Plan, MSLO Benefit Plan or other employee benefit plan or arrangement in accordance with its termsbenefit.

Employees and Employee Benefits. (a) For Employees (US) - Offer of Employment; Continued Employment; Severance. Purchaser agrees to offer employment as of the Closing Date to each Employee (US) (or to cause the Conveyed Subsidiaries and their Subsidiaries to offer to continue the employment of each of their Employees (US)) in the same or a period beginning comparable position and at a rate of pay at least equal to the Employee's rate of pay in effect on the Business Day immediately preceding the Closing Date and continuing thereafter with benefits which shall be substantially comparable to the employee benefits as are set forth in Schedule 5.5(a), and identical to such other benefits as are set forth in the Employee Severance Program in Schedule 5.5(a)(i). For the purposes of recognizing the contribution of Affected Employees prior to the Closing Date, Purchaser shall be deemed to satisfy this substantial comparability requirement with respect to benefits for 12 monthsEmployees (US) by providing such benefits as set forth on Schedule 5.5(a)(iv). For purposes of this Section 5.5, subject references to "pay" shall include base pay plus any contractual obligations that may applycommission, TopCo bonus or incentive pay, but excluding special stay incentive allowances. Such employment shall provide, or shall cause MSLO Surviving Corporation and its Subsidiaries to provide, employees be at a location within a twenty-five (25) mile radius of MSLO the Employee's location of employment as of the Closing who continue employment with TopCo or any Date (which, in the case of its Subsidiariesa sales employee, including MSLO Surviving Corporation, following shall mean such employee's sales territory on the Business Day immediately preceding the Closing Date). Schedule 5.5(a)(ii) (which shall be updated by Pfizer on the “Continuing Employees”Closing Date) shall set forth the name of each Employee (US), and his or her current rate of pay, position and date of hire. Except with respect to Employees (non-US) as provided for in Section 5.5(e), Purchaser shall have no obligation whatsoever with regard to (i) wage or base salary levels (but not any short-term incentive compensation opportunities or other bonus plans (other than the commission sales plan set forth in Section 6.11(a) former employees of the MSLO Disclosure Schedule)) that Business who are retired, or who are not less than those or shall have ceased to be Employees as of the Business Day immediately preceding the Closing Date, or (ii) Employees who do not accept the offer of employment or continuation of employment given by the Purchaser in effect immediately prior accordance with this Section 5.5(a) and do not work for Purchaser or its Affiliates at least one day, unless such Employee is otherwise an Affected Employee. Purchaser shall be solely responsible for all salaries or wages (including bonuses, incentive payments and commissions) accruing on or after the Closing Date with respect to the Effective TimeAffected Employees. Purchaser may, at its discretion, change the conditions of employment after the Closing Date except for (i) the location requirement described in this Section 5.5(a) and (ii) pay and benefits comparability requirements, employee separation plan obligations and other benefits (excluding equity-based compensation) that are comparable described in the aggregate to either those in effect for such Continuing Employees immediately prior to the Effective Time or those provided to similarly-similarly situated employees of Sequential from time-to-timePurchaser, as the case may be. Employees shall also be provided thatcredit by the Purchaser for all service with Pfizer and its Affiliates, to the same extent as such service was credited for such purpose by Pfizer and its Affiliates, under (x) until December 31, 2015, Topco and the MSLO Surviving Corporation agree to keep in effect all employee benefit plans, programs, policies and fringe benefits (excluding equity-based compensationof Purchaser described in Schedule 5.5(a)(iv) that are applicable to employees for purposes of MSLO as of the date hereof eligibility, vesting and benefit accrual and (y) notwithstanding the immediately preceding clause (x), until the one year anniversary of the Closing Date, TopCo and the MSLO Surviving Corporation agree to keep in effect all severance plans, practices programs and policies that are applicable to employees for purposes of MSLO as calculating the amount of the date hereof and set forth on Section 6.11(a) of the MSLO Disclosure Schedule. Nothing herein shall be deemed to limit the right of TopCo or any of their respective Affiliates to (A) terminate the employment of any Continuing Employee at any time, (B) change or modify the terms or conditions of employment for any Continuing each Employee, or (C) change or modify any Sequential Benefit Plan, MSLO Benefit Plan or other employee benefit plan or arrangement in accordance with its terms's severance benefits.

Employees and Employee Benefits. (aParent and the Company agree that, except as provided in Section 4.1(b)(vii) For a period beginning on of the Closing Date and continuing thereafter for 12 monthsCompany Disclosure Letter, subject all employees of the Acquired Companies immediately prior to any contractual obligations that may apply, TopCo the Effective Time shall provide, or shall cause MSLO be employed by the Surviving Corporation and its Subsidiaries immediately after the Effective Time; provided, that, neither Parent nor the Surviving Corporation shall have any obligation under this Agreement to providecontinue the employment of any such employees following the Effective Time. Prior to the Closing, the Company shall use its Commercially Reasonable Efforts to obtain from each employee listed on Section 4.1(b)(vii) of the Company Disclosure Letter a release signed by each such employee, substantially in the form of Exhibit I attached hereto. Parent and the Surviving Corporation agree that, for a period of 12 months after the Effective Time, the Surviving Corporation shall provide all employees of MSLO as of the Closing who continue employment Surviving Corporation and its Subsidiaries with TopCo or any of its Subsidiaries, including MSLO Surviving Corporation, following the Closing (the “Continuing Employees”) with (i) wage or base salary levels (but not any short-term incentive compensation opportunities or other bonus plans and employee benefits (other than the commission sales plan set forth in Section 6.11(a) of the MSLO Disclosure Schedule)severance, equity-based compensation, deal-based payments or non-qualified deferred compensation) that are substantially similar to the compensation and employee benefits provided to the employees of the Acquired Companies immediately prior to the Effective Time under the Acquired Company Employee Plans; provided, however, that the costs of providing such benefits shall not less than those in effect exceed 110% of the costs of providing such benefits pursuant to the relevant Acquired Company Employee Plans immediately prior to the Effective Time. To the extent the same exist, and (ii) employee benefits (excluding equity-based compensation) that are comparable in the aggregate to either those in effect for such Continuing Employees immediately prior to the Effective Time or those provided to similarly-situated employees of Sequential from time-to-time, provided that, (x) until December 31, 2015, Topco and the MSLO Surviving Corporation agree to keep shall be responsible for the continuation of health plan coverage, in effect all accordance with the requirements of COBRA and Sections 601 through 608 of ERISA, for any employee benefits (excluding equity-based compensation) that are applicable to employees of MSLO as of the date hereof Acquired Companies or qualified beneficiary under a Company health plan who is already receiving COBRA benefits or who loses health coverage in connection with the transactions contemplated in this Agreement. “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985 and (y) notwithstanding the immediately preceding clause (x), until the one year anniversary of the Closing Date, TopCo and the MSLO Surviving Corporation agree to keep in effect all severance plans, practices and policies that are applicable to employees of MSLO as of the date hereof and set forth on Section 6.11(a) of the MSLO Disclosure Scheduleregulations promulgated thereunder. Nothing herein express or implied shall be deemed to limit confer upon any of the right employees of TopCo the Acquired Companies, the Surviving Corporation or any Subsidiary of the Surviving Corporation, or any of their respective Affiliates Affiliates, any rights or remedies, including any right to (A) terminate the any particular form of compensation or employee benefit or to employment of any Continuing Employee at any time, (B) change or modify the terms or conditions of continued employment for any Continuing Employeespecified period, of any nature or (C) change kind whatsoever under or modify any Sequential Benefit Plan, MSLO Benefit Plan or other employee benefit plan or arrangement in accordance with its termsby reason of this Agreement.