Common use of Employees and management Clause in Contracts

Employees and management. Renesas attaches tremendous importance to the skill, knowledge and expertise of Dialog’s employees and management and recognises their important contribution to Dialog’s success. Renesas confirms that following completion of the Acquisition, the existing contractual and statutory employment rights of Dialog’s employees will be fully observed in accordance with applicable law. Furthermore, until 31 December 2022, Renesas will maintain base salary or wage rates and cash allowances, provide substantially comparable cash incentive compensation and long-term incentive compensation opportunities, and provide a benefits package which is at least substantially comparable in the aggregate to existing benefits arrangements. Following completion of the Acquisition, Renesas intends to carry out a detailed review of Dialog’s business and operations, to identify any areas of duplication or overlap and to optimize the structure of the merged business units of the Combined Group in order to achieve the anticipated benefits of the Acquisition. In identifying any areas of duplication or overlap, Renesas expects to review the merged business units of the Combined Group as a whole, and implement the best practices which Renesas and Dialog can learn from each other. Based on its experience from previous acquisitions, Renesas expects the Acquisition to result in limited headcount reductions across the Combined Group, with no more than a single digit percentage headcount reduction impacting the Dialog business. From its initial analysis, Renesas expects the majority of these synergies to be in the sales, general and administrative business functions of the Combined Group, although a greater proportion are likely to be in Dialog’s head office, corporate and support functions which overlap with Renesas’ existing functions. Renesas also expects to streamline the management structure where there is overlap in title and function across the Combined Group. Renesas will only develop and implement such proposals once the detailed review and integration planning referred to above has been completed and discussions have been undertaken with the people concerned. Dialog will assist with integration planning, as appropriate. The finalisation and implementation of any workforce reductions and, where applicable, other impacts of such proposals on Dialog’s employees (including for example, the impact on daily commute), will be subject to comprehensive planning, appropriate engagement with relevant stakeholders (including affected employees), and consultation with employees and employee representatives, if required by applicable local law. Where any employee of Dialog is made redundant (or similar concept under applicable law) prior to the earlier of the first anniversary of completion of the Acquisition and 31 December 2022, Renesas agrees to apply Dialog’s existing severance arrangements and thereafter to offer severance terms that are at least as good as Renesas’ severance practices in the relevant countries. Renesas does not intend to make any material changes to the balance of skills and functions of employees and management of the Combined Group. It is intended that, upon completion of the Acquisition, each of the non-executive Dialog Directors will resign.

Employees and management. Renesas attaches tremendous importance to Viavi and Bidco greatly value the skillskills, knowledge experience and expertise of Dialogthe Spirent Group’s management and employees and management attach great importance to their value and recognises their important contribution to Dialog’s success. Renesas confirms that following completion in the context of the Acquisition, future success of the existing contractual Combined Group as a business going forward. Identifying and statutory employment rights retaining key staff within the Combined Group following Completion will be of Dialog’s critical importance to Viavi and Bidco. Viavi and Bidco believe that employees will be fully observed in accordance with applicable law. Furthermore, until 31 December 2022, Renesas will maintain base salary or wage rates benefit from greater growth and cash allowances, provide substantially comparable cash incentive compensation and long-term incentive compensation opportunities, and provide a benefits package which is at least substantially comparable in the aggregate to existing benefits arrangements. Following completion career opportunities through being part of the Acquisitionlarger Combined Group. As part of the Post-Completion Review, Renesas intends Viavi and Bidco intend to carry out a detailed review of Dialog’s business and operations, look at ways to identify any areas of duplication or overlap and to optimize optimise the structure of the merged business units of the Combined Group in order to achieve the anticipated benefits of the Acquisition whilst maintaining a meaningful presence in the UK. Viavi and Bidco’s synergy and preliminary evaluation work carried out to date to identify potential efficiencies and cost synergies arising from the Acquisition has identified that, in order to achieve the expected benefits of the Acquisition, as noted in paragraph 3, the rationalisation of design resources, as well as in relation to engineering tools and licences, “go-to market” resources, budgets and within the supply chain, will be required. In identifying any areas addition, along with organisational effectiveness improvements, Viavi and Bidco anticipate that cost synergies will be achieved through the elimination or reduction of duplication or overlap, Renesas expects functions and expenses which have historically been related to review the merged business units of the Combined Group Spirent’s status as a wholelisted company that will no longer be required due to Spirent ceasing to be a listed company. Cost synergies may also be achieved through the elimination of overlapping systems, infrastructure, facilities, contracts and implement the best practices which Renesas and Dialog can learn from each othershared services. Based on its experience from previous acquisitionsViavi’s preliminary evaluation, Renesas expects the Acquisition to result in limited synergy plan suggests headcount reductions across the Combined Group, with no more of less than a single digit percentage headcount reduction impacting the Dialog businessten per cent. From its initial analysis, Renesas expects the majority of these synergies to be in the sales, general and administrative business functions of the Combined Group, although a greater proportion are likely to be in Dialog’s head office, corporate and support functions which overlap with Renesas’ existing functions. Renesas also expects to streamline the management structure where there is overlap in title and function across the Combined Group. Renesas will only develop Viavi and implement such proposals once the detailed review Xxxxx intend to approach employee and management integration planning referred to above has been completed and discussions have been undertaken with the people concernedaim of retaining and motivating the best talent across the Combined Group to create a best-in-class organisation. Dialog will assist with integration The planning, as appropriate. The preparation, finalisation and implementation of any workforce headcount reductions and, where applicable, other impacts of such proposals on Dialog’s employees (including for example, the impact on daily commute), will be subject to comprehensive planning, planning and appropriate engagement with relevant stakeholders (stakeholders, including affected employees), and consultation with employees and any appropriate employee representativesrepresentative bodies. It is anticipated that efforts will be made to mitigate headcount reductions through redundancies, if required by via natural attrition, the elimination of vacant roles and alternative job opportunities. Any affected individuals will be treated in a manner consistent with the Viavi Group’s high standards, culture and practices as well as in accordance with the relevant terms of the Co-operation Agreement. Following Completion, the existing contractual and statutory employment rights and terms and conditions of employment, of the management and employees of the Spirent Group, will be safeguarded and observed in accordance with applicable local lawlaws. Where Viavi’s and Bidco’s plans for the Spirent Group do not involve any employee material change in the employment of, or in the conditions of Dialog is made redundant employment of, Spirent Group employees, unless otherwise agreed with the relevant employee. Upon and following Completion, Viavi and Bidco intend (or similar concept under applicable law) prior subject to the earlier relevant terms of the first anniversary Co-operation Agreement) to align the conditions of completion employment of the Acquisition employees and 31 December 2022management of the Spirent Group with the Viavi Group’s employment policies, Renesas agrees to apply Dialoghowever neither Viavi nor Bidco have any detailed plans or intentions in this regard. It is intended that, with effect from the Effective Date, each of Spirent’s existing severance arrangements and thereafter to offer severance terms that are at least non-executive directors will resign from their office as good a director of Spirent. Other than as Renesas’ severance practices in the relevant countries. Renesas does not described above, neither Viavi nor Bidco intend to make any material changes to the balance of skills and functions of the employees and or management of the Combined Spirent Group. It is intended that, upon completion of the Acquisition, each of the non-executive Dialog Directors will resign.

Employees and management. Renesas attaches tremendous importance to Viavi and Bidco greatly value the skillskills, knowledge experience and expertise of Dialogthe Spirent Group’s management and employees and management attach great importance to their value and recognises their important contribution to Dialog’s success. Renesas confirms that following completion in the context of the Acquisition, future success of the existing contractual Combined Group as a business going forward. Identifying and statutory employment rights retaining key staff within the Combined Group following Completion will be of Dialog’s critical importance to Viavi and Bidco. Viavi and Bidco believe that employees will be fully observed in accordance with applicable law. Furthermore, until 31 December 2022, Renesas will maintain base salary or wage rates benefit from greater growth and cash allowances, provide substantially comparable cash incentive compensation and long-term incentive compensation opportunities, and provide a benefits package which is at least substantially comparable in the aggregate to existing benefits arrangements. Following completion career opportunities through being part of the Acquisitionlarger Combined Group. As part of the Post-Completion Review, Renesas intends Viavi and Bidco intend to carry out a detailed review of Dialog’s business and operations, look at ways to identify any areas of duplication or overlap and to optimize optimise the structure of the merged business units of the Combined Group in order to achieve the anticipated benefits of the Acquisition whilst maintaining a meaningful presence in the UK. Viavi and Bidco’s synergy and preliminary evaluation work carried out to date to identify potential efficiencies and cost synergies arising from the Acquisition has identified that, in order to achieve the expected benefits of the Acquisition, as noted in paragraph 3, the rationalisation of design resources, as well as in relation to engineering tools and licences, “go-to market” resources, budgets and within the supply chain, will be required. In identifying any areas addition, along with organisational effectiveness improvements, Viavi and Bidco anticipate that cost synergies will be achieved through the elimination or reduction of duplication or overlap, Renesas expects functions and expenses which have historically been related to review the merged business units of the Combined Group Spirent’s status as a wholelisted company that will no longer be required due to Spirent ceasing to be a listed company. Cost synergies may also be achieved through the elimination of overlapping systems, infrastructure, facilities, contracts and implement the best practices which Renesas and Dialog can learn from each othershared services. Based on its experience from previous acquisitionsViavi’s preliminary evaluation, Renesas expects the Acquisition to result in limited synergy plan suggests headcount reductions across the Combined Group, with no more of less than a single digit percentage headcount reduction impacting the Dialog businessten per cent. From its initial analysis, Renesas expects the majority of these synergies to be in the sales, general and administrative business functions of the Combined Group, although a greater proportion are likely to be in Dialog’s head office, corporate and support functions which overlap with Renesas’ existing functions. Renesas also expects to streamline the management structure where there is overlap in title and function across the Combined Group. Renesas will only develop Viavi and implement such proposals once the detailed review Xxxxx intend to approach employee and management integration planning referred to above has been completed and discussions have been undertaken with the people concernedaim of retaining and motivating the best talent across the Combined Group to create a best-in-class organisation. Dialog will assist with integration The planning, as appropriate. The preparation, finalisation and implementation of any workforce headcount reductions and, where applicable, other impacts of such proposals on Dialog’s employees (including for example, the impact on daily commute), will be subject to comprehensive planning, planning and appropriate engagement with relevant stakeholders (stakeholders, including affected employees), and consultation with employees and any appropriate employee representativesrepresentative bodies. It is anticipated that efforts will be made to mitigate headcount reductions through redundancies, if required by via natural attrition, the elimination of vacant roles and alternative job opportunities. Any affected individuals will be treated in a manner consistent with the Viavi Group’s high standards, culture and practices as well as in accordance with the relevant terms of the Co-operation Agreement. Following Completion, the existing contractual and statutory employment rights and terms and conditions of employment, of the management and employees of the Spirent Group, will be safeguarded and observed in accordance with applicable local lawlaws. Where Xxxxx’s and Bidco’s plans for the Spirent Group do not involve any employee material change in the employment of, or in the conditions of Dialog is made redundant employment of, Spirent Group employees, unless otherwise agreed with the relevant employee. Upon and following Completion, Viavi and Bidco intend (or similar concept under applicable law) prior subject to the earlier relevant terms of the first anniversary Co-operation Agreement) to align the conditions of completion employment of the Acquisition employees and 31 December 2022management of the Spirent Group with the Viavi Group’s employment policies, Renesas agrees to apply Dialoghowever neither Viavi nor Bidco have any detailed plans or intentions in this regard. It is intended that, with effect from the Effective Date, each of Spirent’s existing severance arrangements and thereafter to offer severance terms that are at least non-executive directors will resign from their office as good a director of Spirent. Other than as Renesas’ severance practices in the relevant countries. Renesas does not described above, neither Viavi nor Bidco intend to make any material changes to the balance of skills and functions of the employees and or management of the Combined Spirent Group. It is intended that, upon completion of the Acquisition, each of the non-executive Dialog Directors will resign.

Employees and management. Renesas attaches tremendous Whilst noting that key aspects of the GCP Group’s asset and property management function are carried out by Scape Student Limited, in its capacity as property manager, and Collegiate Accommodation Consulting Limited, in its capacity as asset and facilities manager, Scape Living and iQ attach great importance to the skill, knowledge and expertise skill of Dialog’s the GCP employees and management and recognises their recognise the important contribution to Dialog’s success. Renesas confirms that following completion the employees of the AcquisitionGCP Group have made to the success of the business. Following the Acquisition becoming Effective, each of Scape Living and iQ intends that (a) the existing contractual employees that are predominantly assigned to the Scape Living Transfer Assets and statutory employment rights such employees of Dialog’s the GCP Group that carry out central operational functions as are agreed between iQ and Scape Living will transfer to the Scape Living Group such that they would become employees of the Scape Living Group and (b) the employees that are predominantly assigned to the iQ Transfer Assets and such employees of the GCP Group that carry out central operational functions as are agreed between iQ and Scape Living will transfer to the iQ Group such that they would become employees of the iQ Group (the “Transfer of Employees”). There may be a small non-material reduction in headcount following the Transfer of Employees, to the extent any employee of the GCP Group transfers (a) across to the Scape Living Group when such employee was intended under the terms of the Separation Agreement to transfer to the iQ Group or (b) across to the iQ Group when such employee was intended under the terms of the Separation Agreement to transfer to the Scape Living Group. Following the Effective Date and the Transfer of Employees, to the extent any employees remain employed by the GCP Group, there may be a small and non-material reduction in headcount (subject to any informing and consulting obligations) within the central corporate and support functions including listed company-related functions, following GCP ceasing to be a listed company. Any headcount reductions will be fully observed carried out in accordance with applicable law. FurthermoreOther than as described above, until 31 December 2022, Renesas will maintain base salary or wage rates Scape Living and cash allowances, provide substantially comparable cash incentive compensation and long-term incentive compensation opportunities, and provide a benefits package which is at least substantially comparable in the aggregate to existing benefits arrangements. Following completion of the Acquisition, Renesas intends to carry out a detailed review of Dialog’s business and operations, to identify any areas of duplication or overlap and to optimize the structure of the merged business units of the Combined Group in order to achieve the anticipated benefits of the Acquisition. In identifying any areas of duplication or overlap, Renesas expects to review the merged business units of the Combined Group as a whole, and implement the best practices which Renesas and Dialog can learn from each other. Based on its experience from previous acquisitions, Renesas expects the Acquisition to result in limited headcount reductions across the Combined Group, with no more than a single digit percentage headcount reduction impacting the Dialog business. From its initial analysis, Renesas expects the majority of these synergies to be in the sales, general and administrative business functions of the Combined Group, although a greater proportion are likely to be in Dialog’s head office, corporate and support functions which overlap with Renesas’ existing functions. Renesas also expects to streamline the management structure where there is overlap in title and function across the Combined Group. Renesas will only develop and implement such proposals once the detailed review and integration planning referred to above has been completed and discussions have been undertaken with the people concerned. Dialog will assist with integration planning, as appropriate. The finalisation and implementation of any workforce reductions and, where applicable, other impacts of such proposals on Dialog’s employees (including for example, the impact on daily commute), will be subject to comprehensive planning, appropriate engagement with relevant stakeholders (including affected employees), and consultation with employees and employee representatives, if required by applicable local law. Where any employee of Dialog is made redundant (or similar concept under applicable law) prior to the earlier of the first anniversary of completion of the Acquisition and 31 December 2022, Renesas agrees to apply Dialog’s existing severance arrangements and thereafter to offer severance terms that are at least as good as Renesas’ severance practices in the relevant countries. Renesas does iQ do not intend to make any material further reductions to the GCP Group’s headcount. Scape Living and iQ do not intend to make any changes to the conditions of employment or the balance of skills and functions of the employees and management of the Combined GroupGCP Group (other than to the extent any employees transfer to the Scape Living Group or the iQ Group by operation of law). It is intended that, upon completion of with effect from the AcquisitionEffective Date, each of the non-executive Dialog Directors will resignmembers of the GCP board shall resign from his or her office as a director of GCP.

Employees and management. Renesas Vistry attaches tremendous great importance to the skillactive participation and continued commitment of Countryside’s management and employees, knowledge and expertise recognises that they, together with Vistry’s management and employees, will be key to the success of Dialogthe Combined Group. Vistry is excited for the employees and management of the Countryside Group to join the Vistry Group’s employees and management and recognises their important contribution to Dialog’s success. Renesas confirms that following completion as part of the AcquisitionCombined Group, in particular for the opportunities it will create to excel in a larger environment while at the same time utilising the collective know-how and talents of the enlarged workforce across the United Kingdom. Following Completion of the Combination, Vistry intends to retain the best talent of Vistry and Countryside to support its customers, clients and partners, in order to utilise the knowledge and expertise across Vistry and Countryside and maintain operational momentum and a focus on growth. Vistry expects that, in order to achieve the expected benefits of the Combination, some operational and administrative restructuring will be required following Completion of the Combination. This will also facilitate the integration of the two businesses. The synergy work carried out to date has confirmed the potential to reduce the duplication of roles, including in overlapping central and support functions between Vistry and Countryside and with regard to senior management. It has also confirmed the benefits from consolidating operations (including as a result of Countryside ceasing to be a standalone public listed company). Based on the work undertaken to date, Vistry recognises that there will be a reduction in the total number of roles by approximately four per cent. of the Combined Group’s total number of employees (on a full-time equivalent basis) as a result of the Combination, some of which will take place via natural attrition. In addition, Vistry expects that the Vistry Group’s growth plans for its Partnerships business (particularly in the South East, Thames Valley, the Midlands and Yorkshire) can be resourced through employees and management of the Countryside Group rather than through active recruitment. Vistry intends to look, where possible, to reallocate staff from discontinued roles arising from the integration to other appropriate new roles or growth-related new opportunities as referred to above (including where there are existing vacancies). In addition, the Vistry Group and the Countryside Group each currently engage members of staff on a temporary or contractor basis, rather than on a permanent basis, whilst vacancies in permanent positions in each business are filled. Vistry intends to first retain employees in permanent positions in relation to any reduction of roles. Vistry also intends that the Combined Group’s larger divisional and regional structure will include a number of members of the Countryside Group’s management team due to new opportunities being created as the Combined Group seeks to grow and targets opportunities for expansion. The composition of the management of the larger divisional and regional structure will be a component of the post-Completion evaluation and integration planning for the Combined Group, as referred to above. Vistry expects that any restructuring referred to above would be phased over six months following Completion of the Combination. The detailed steps for such restructuring are subject to further review and would be subject to comprehensive and detailed planning, appropriate engagement with representatives and other stakeholders, including affected employees and any appropriate employee representative bodies in accordance with the legal obligations of the Combined Group. Vistry intends to commence this engagement process long enough before any final decisions are taken so as to ensure that relevant legal obligations are complied with. Other than as described above, Vistry does not anticipate that there will be any material change to the balance of skills and functions of the employees and management in the Combined Group. Vistry intends to safeguard the existing contractual and statutory employment rights of Dialog’s the employees will be fully observed of Vistry and Countryside in accordance with applicable lawlaw upon Completion of the Combination. Furthermore, until 31 December 2022, Renesas will maintain base salary or wage rates and cash allowances, provide substantially comparable cash incentive compensation and long-term incentive compensation opportunities, and provide a benefits package which is at least substantially comparable Vistry’s plans for Countryside do not involve any material change in the aggregate to existing benefits arrangementsemployment of, or in the conditions of employment of, Countryside employees, unless otherwise agreed with the relevant employee. Following completion Completion of the AcquisitionCombination and as part of integration planning, Renesas intends to carry out a detailed Vistry may review of Dialog’s business and operations, to identify any areas of duplication or overlap and to optimize the structure alignment of the merged business units remuneration and incentivisation arrangements as between employees and management of the Combined Vistry Group in order to achieve the anticipated benefits of the Acquisition. In identifying any areas of duplication or overlap, Renesas expects to review the merged business units of and the Combined Group Group, as a whole, well as redundancy and implement the best practices which Renesas and Dialog can learn from each other. Based on its experience from previous acquisitions, Renesas expects the Acquisition to result in limited headcount reductions across other policies operated within the Combined Group, with no more than a single digit percentage headcount reduction impacting view to harmonising the Dialog business. From its initial analysis, Renesas expects the majority of these synergies to be in the sales, general position for employees and administrative business functions of the Combined Group, although a greater proportion are likely to be in Dialog’s head office, corporate and support functions which overlap with Renesas’ existing functions. Renesas also expects to streamline the management structure where there is overlap in title and function across the Combined GroupGroup (in particular, those in equivalent positions) over time as is appropriate, however Vistry does not have any detailed plans or intentions in this regard. Renesas will only develop and implement such proposals once the detailed review and integration planning referred to above has been completed and discussions have been undertaken with the people concerned. Dialog will assist with integration planning, as appropriate. The finalisation and implementation of any workforce reductions and, where applicable, other impacts of such proposals on Dialog’s employees (including for example, the impact on daily commute), will be subject to comprehensive planning, appropriate engagement with relevant stakeholders (including affected employees), and consultation with employees and employee representatives, if required by applicable local law. Where any employee of Dialog is made redundant (or similar concept under applicable law) prior to the earlier of the first anniversary of completion of the Acquisition and 31 December 2022, Renesas agrees to apply Dialog’s existing severance arrangements and thereafter to offer severance terms that are at least as good as Renesas’ severance practices in the relevant countries. Renesas Pension schemes Vistry does not intend to make any material changes to the balance agreed employer contributions into Countryside’s existing defined contribution pension schemes or the admission of skills and functions of employees and management new members to such pension schemes following Completion of the Combined Group. It is intended that, upon completion of the Acquisition, each of the non-executive Dialog Directors will resignCombination.