Common use of Employees Clause in Contracts

Employees. (a) For all purposes (including purposes of vesting, eligibility to participate and level of benefits) under each employee benefit plan maintained by Buyers or any of their Subsidiaries, Buyers shall cause such employee benefit plan to recognize the service of each employee who is actively employed by the Companies and their Subsidiaries on the Closing Date (collectively, the “Covered Employees”) to the same extent such service was recognized immediately prior to the Closing Date under a comparable Company Benefit Plan in which such Covered Employee was eligible to participate immediately prior to the Closing Date; provided that the foregoing shall not apply with respect to benefit accrual under defined benefit pension plans or to the extent such operation would result in a duplication of benefits for a Covered Employee with respect to the same period of service or to the extent such period of service is not recognized under the applicable Buyer employee benefit plan for its similarly situated employees. In addition, and without limiting the generality of the foregoing, (i) each Covered Employee shall be immediately eligible to participate, without any waiting time, in any and all employee benefit plans maintained by Buyers or any of their Subsidiaries to the extent coverage under such plans is comparable to, and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this Agreement, and (ii) with respect to any health, dental, vision or other welfare plans of Buyers or any of their Subsidiaries (other than the Companies and their Subsidiaries) in which any Covered Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived with respect to such Covered Employee, to the extent such limitation would have been waived or satisfied under the Company Benefit Plan in which such Covered Employee participated immediately prior to the Closing Date, and (y) recognize any health, dental or vision expenses incurred by such Covered Employee in the plan year that includes the Closing Date for purposes of any applicable deductible and annual out-of-pocket expense requirements under any such health, dental or vision plan of Buyers or any of their Subsidiaries.

Employees. Prior to the Effective Time, except for (ai) For all purposes Retained Employees, (including purposes ii) Business Employees who are Leave Employees at the Interim Transfer Date and (iii) those Business Employees (including, where applicable, Leave Employees) whose employment transfers to a member of vestingthe SpinCo Group automatically by operation of Law, eligibility to participate and level of benefits) under each employee benefit plan maintained by Buyers SpinCo has caused or any of their Subsidiaries, Buyers shall cause the applicable member of the SpinCo Group to offer employment to each Business Employee in a Suitable Position. At or prior to the Effective Time, the employment of each Transferred Employee has or shall be transferred to, and each such employee benefit plan has or shall become an employee of, a member of the SpinCo Group, without any interruption or cessation of employment or break in service. Except with respect to recognize Represented Employees, an individual’s acceptance of an offer of employment from a member of the service SpinCo Group shall be conclusive evidence that such offer constituted a Suitable Position. If a member of each employee the SpinCo Group fails to offer a Business Employee (other than Retained Employee) a Suitable Position prior to the Effective Time and such Business Employee’s employment does not otherwise transfer to a member of the SpinCo Group by operation of law, such Business Employee shall be entitled to receive severance under the Parent Severance Plan applicable to such Business Employee and SpinCo shall reimburse Parent for the aggregate amount of the severance benefits payable, regardless of when payable to the affected employee, within 30 days following the Effective Time. Each Business Employee who is actively receives and who declines an offer of a Suitable Position with a member of the SpinCo Group shall be deemed to have voluntarily resigned employment with the member of the Parent Group by which such Business Employee was employed, effective as of the Effective Time (or such earlier date as of which such Business Employee ceases to provide services to such member of the Parent Group), and for the avoidance of doubt shall not be entitled to any severance benefits from any member of the Parent Group under any Parent Severance Plan or otherwise, unless otherwise required by Law. All individuals employed by the Companies and their Subsidiaries on Parent Group at the Closing Date (collectivelyEffective Time who are not Business Employees shall remain employees of Parent or another member of the Parent Group immediately following the Effective Time, except in the “Covered Employees”) to the same extent case of such service was recognized immediately an individual who accepts an offer of employment from SpinCo or an Affiliate prior to the Closing Date under a comparable Company Benefit Plan Effective Time. Nothing in which such Covered this Agreement shall, or shall be construed to, modify, alter, diminish or otherwise interfere with or supersede or override any right afforded to any Transferred Employee was eligible to participate immediately prior to the Closing Date; provided that the foregoing shall not apply with respect to benefit accrual under defined benefit pension plans or to the extent such operation would result in a duplication of benefits for a Covered Employee with respect to the same period of service or to the extent such period of service is not recognized under the applicable Buyer employee benefit plan for its similarly situated employees. In addition, and without limiting the generality any obligation imposed on any member of the foregoing, (i) each Covered Employee shall be immediately eligible to participate, without any waiting time, in any and all employee benefit plans maintained SpinCo Group at or by Buyers or any operation of their Subsidiaries to the extent coverage under such plans is comparable to, and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this Agreement, and (ii) with respect to any health, dental, vision or other welfare plans of Buyers or any of their Subsidiaries (other than the Companies and their Subsidiaries) in which any Covered Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived with respect to such Covered Employee, to the extent such limitation would have been waived or satisfied under the Company Benefit Plan in which such Covered Employee participated immediately prior to the Closing Date, and (y) recognize any health, dental or vision expenses incurred by such Covered Employee in the plan year that includes the Closing Date for purposes of any applicable deductible and annual out-of-pocket expense requirements under any such health, dental or vision plan of Buyers or any of their SubsidiariesLaw.

Employees. (a) For Section 4.16(a) of the LaSalle Disclosure Letter lists, as of the date hereof, all purposes (including purposes of vesting, eligibility to participate employment contracts and level of benefits) under each employee benefit plan maintained by Buyers similar arrangements between LaSalle Holdings or any of their Subsidiaries, Buyers shall cause such employee benefit plan to recognize the service of each employee who is actively employed by the Companies its Subsidiaries and their Subsidiaries on the Closing Date (collectively, the “Covered Employees”) to the same extent such service was recognized immediately prior to the Closing Date under a comparable Company Benefit Plan in which such Covered Employee was eligible to participate immediately prior to the Closing Date; provided that the foregoing shall not apply with respect to benefit accrual under defined benefit pension plans or to the extent such operation would result in a duplication of benefits for a Covered Employee with respect to the same period of service or to the extent such period of service is not recognized under the applicable Buyer employee benefit plan for its similarly situated employees. In addition, and without limiting the generality of the foregoing, (i) each Covered Employee shall be immediately eligible to participate, without any waiting time, in any respective executive officers and all employee benefit plans maintained by Buyers and arrangements pursuant to which LaSalle Holdings or any of their its Subsidiaries is obligated to the extent coverage under such plans is comparable tomake any payment or confer any material benefit upon any officer, and director, employee or agent of LaSalle Holdings or any of its Subsidiaries as a replacement for, a Company Benefit Plan result of or in which such Covered Employee participated immediately before the consummation connection with any of the transactions contemplated by this AgreementAgreement or any transaction or transactions resulting in a change of control of LaSalle Holdings or any of its Subsidiaries (including as a result of a termination of employment in connection with any of such events). Except as described in Section 4.16(a) of the LaSalle Disclosure Letter and except as would not reasonably be expected to have a Material Adverse Effect on LaSalle Holdings, (i) LaSalle Holdings and its Subsidiaries have complied with all laws relating to the employment of labor, including provisions thereof relating to wages, hours, equal opportunity and collective bargaining, (ii) no labor dispute with employees of LaSalle Holdings or any of its Subsidiaries exists or, to the knowledge of LaSalle Holdings, is threatened, (iii) each Employee Benefit Plan maintained by LaSalle Holdings or any of its Subsidiaries (each a "LaSalle Employee Benefit Plan") conforms to, and its administration is in conformity with, all applicable laws, no liability has been or is expected to be incurred by LaSalle Holdings or any of its Subsidiaries with respect to any healthLaSalle Employee Benefit Plan, dentalexcept as expressly provided by such plan, vision (iv) no LaSalle Employee Benefit Plan is subject to ERISA, (v) LaSalle Holdings has made available to Trenwick a true and correct copy of each of the LaSalle Employee Benefit Plans and all applicable trust agreements and all contracts relating thereto or to the funding thereof, (vi) all LaSalle Employee Benefit Plans intended to satisfy applicable Tax qualification requirements, or other welfare plans requirements necessary to secure favorable Tax or other legal treatment, comply in all material respects with such requirements and (vii) adequate accruals for all obligations under the LaSalle Employee Benefit Plans are reflected in the LaSalle Financial Statements. Except as described in Section 4.16(a) of Buyers the LaSalle Disclosure Letter, no agreement, contract or arrangement to which LaSalle Holdings or any of their its Subsidiaries (other than is a party would result in a payment that would not be deductible as a result of Section 280G of the Companies and their Subsidiaries) in which any Covered Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived with respect to such Covered Employee, to the extent such limitation would have been waived or satisfied under the Company Benefit Plan in which such Covered Employee participated immediately prior to the Closing Date, and (y) recognize any health, dental or vision expenses incurred by such Covered Employee in the plan year that includes the Closing Date for purposes of any applicable deductible and annual out-of-pocket expense requirements under any such health, dental or vision plan of Buyers or any of their SubsidiariesCode.

Employees. (a) Except as otherwise provided herein, until December 31, 1997, Parent agrees to continue to maintain for the benefit of all officers and employees of the Company and the Company Subsidiaries ("Company Employees") those employee benefit plans, programs, arrangements and policies that are currently maintained by the Company for the benefit of Company Employees. Thereafter, and except as otherwise provided in this paragraph (a), Parent shall provide generally to Company Employees employee benefit plans, programs, arrangements and policies that are no less favorable than those provided by Parent to its similarly situated officers and employees. Until December 31, 1997, Parent shall provide generally to Company Employees severance benefits in accordance with the policies of either (i) the Company as disclosed in Section 6.12(a) of the Company Disclosure Schedule, or (ii) Parent, whichever of (i) or (ii) will provide the greater benefit to the officer or employee, provided that (x) the officer or employee signs a release similar to the release that must be signed by employees of Parent in similar circumstances and (y) no severance benefits will be paid solely because an officer or employee is not offered employment with Parent or an affiliate of Parent in the same geographic location. For all purposes (including purposes of vestingparticipation, eligibility to participate vesting and level of benefits) benefit accrual under each employee benefit plan maintained by Buyers or any of their Subsidiaries, Buyers shall cause such employee benefit plan to recognize plans, the service of each Company Employees prior to the Effective Time shall be treated as service with Parent participating in such employee who is actively employed benefit plans to the extent permitted by law; provided, however, that in the Companies and their Subsidiaries on the Closing Date (collectivelycase of any Company defined benefit plan, the “Covered Employees”Parent may provide for an adjustment or offset for benefits accrued under such Company Plan. Notwithstanding anything in this Section 6.12(a) to the same extent such service was recognized immediately prior to the Closing Date under a comparable Company Benefit Plan in which such Covered Employee was eligible to participate immediately prior to the Closing Date; provided that the foregoing shall not apply with respect to benefit accrual under defined benefit pension plans or to the extent such operation would result in a duplication of benefits for a Covered Employee with respect to the same period of service or to the extent such period of service is not recognized under the applicable Buyer employee benefit plan for its similarly situated employees. In addition, and without limiting the generality of the foregoingcontrary, (i) each Covered Employee during any period of time when any Company Plan requires continued benefit accrual in the event of a change of control, then Parent during such period of time shall be immediately eligible continue to participate, without any waiting maintain such Company Plan as an ongoing plan for such period of time, in any and all employee benefit plans maintained by Buyers or any of their Subsidiaries to the extent coverage under such plans is comparable to, and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this Agreement, and (ii) with respect to any healthduring such period of time the participants in such Company Plan shall not participate in Parent's comparable benefit plan; and (iii) when participants become covered under Parent's comparable benefit plan, dental, vision or other welfare plans then the provisions of Buyers or any of their Subsidiaries the immediately preceding sentence shall apply (other than the Companies and their Subsidiaries) in which any Covered Employee is eligible to participate including an offset for the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods benefits accrued under such Buyer or Subsidiary plan to be waived with respect to such Covered Employee, to Company Plan following the extent such limitation would have been waived or satisfied under the Company Benefit Plan in which such Covered Employee participated immediately prior to the Closing Date, and (y) recognize any health, dental or vision expenses incurred by such Covered Employee in the plan year that includes the Closing Date for purposes of any applicable deductible and annual out-of-pocket expense requirements under any such health, dental or vision plan of Buyers or any of their SubsidiariesEffective Time).

Employees. (a) For all purposes No later than four (including purposes of vesting4) Business Days following the date hereof (the “Notice Date”), eligibility to participate in such form as approved by Seller and level of benefits) under each employee benefit plan maintained by Buyers Purchaser, which approval shall not be unreasonably withheld, conditioned or any of their Subsidiariesdelayed, Buyers Seller shall cause the Brand Companies, as applicable, to deliver to (i) those Brand Employees who work in or are based out of the Brand Companies’ facility in Colorado (the “Colorado Facility”) and who are either Designated Employees or Transferred Employees, a joint WARN Notice (as defined below) from Seller and Purchaser notifying such employee benefit plan to recognize Brand Employees of the service Contemplated Transactions and that, as a result of each employee who is actively employed the consummation of the Contemplated Transactions, the employment of such Designated Employees and Transferred Employees will be terminated by the Companies and their Subsidiaries applicable Brand Company effective on the Closing Date (collectivelywhich notice for the Transferred Employees shall reflect that it is anticipated that they shall receive offers of employment from Licensees, the “Covered Employees”) with such employment to the same extent such service was recognized commence immediately prior to following the Closing Date under a comparable Company Benefit Plan such that there will be no gap in which such Covered Employee was eligible to participate immediately prior to employment); provided, however, that if the Closing Date; provided that Date occurs before the foregoing 60th day following the date such notice was sent, the Brand Companies shall not apply with respect to benefit accrual under defined benefit pension plans or to terminate the extent employment of all such operation would result employees on the Closing Date and pay, at Purchaser’s sole cost and expense, such employees in a duplication lieu for the balance of benefits for a Covered Employee with respect to the same period of service or to the extent such period of service is not recognized under the applicable Buyer employee benefit plan for its similarly situated employees. In additionWARN notice period, and without limiting the generality of the foregoing, (i) each Covered Employee shall be immediately eligible to participate, without any waiting time, in any and all employee benefit plans maintained by Buyers or any of their Subsidiaries to the extent coverage under such plans is comparable to, and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this Agreementif any, and (ii) with respect to any healththose Brand Employees who are either Designated Employees or Transferred Employees that do not work in and are not based out of the Colorado Facility, dentalnotice of the Contemplated Transactions and that, vision or other welfare plans as a result of Buyers or any the consummation of their Subsidiaries (other than the Companies Contemplated Transactions, the employment of such Designated Employees and their Subsidiaries) in which any Covered Employee is eligible to participate for Transferred Employees will be terminated by the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived with respect to such Covered Employee, to the extent such limitation would have been waived or satisfied under the applicable Brand Company Benefit Plan in which such Covered Employee participated immediately prior to the Closing Date, and (y) recognize any health, dental or vision expenses incurred by such Covered Employee in the plan year that includes effective on the Closing Date (which notice for purposes the Transferred Employees shall reflect that it is anticipated that they shall receive offers of any applicable deductible and annual out-of-pocket expense requirements under any employment from the Licensees, with such health, dental or vision plan of Buyers or any of their Subsidiariesemployment to commence immediately following the Closing Date such that there will be no gap in employment).

Employees. (a) For all purposes As of (including purposes of vesting, eligibility to participate and level of benefitsi) under each employee benefit plan maintained by Buyers or any of their Subsidiaries, Buyers shall cause such employee benefit plan to recognize the service of each employee who is actively employed by the Companies and their Subsidiaries on the Closing Date (collectively, the “Covered Employees”) to the same extent such service was recognized immediately prior to the Closing Date under a comparable Company Benefit Plan in which such Covered Employee was eligible to participate immediately prior to the Closing Date; provided that the foregoing shall not apply with respect to benefit accrual under defined benefit pension plans or to the extent such operation would result in a duplication of benefits for a Covered Employee with respect to the same period of service or to U.S. Affected Employees, the extent such period of service is not recognized under the applicable Buyer employee benefit plan for its similarly situated employees. In additionDeferred U.S. Transfer Date, and without limiting the generality of the foregoing, (i) each Covered Employee shall be immediately eligible to participate, without any waiting time, in any and all employee benefit plans maintained by Buyers or any of their Subsidiaries to the extent coverage under such plans is comparable to, and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this Agreement, and (ii) with respect to any healththe OUS Affected Employees, dentalthe Deferred European Transfer Date and (iii) with respect to the India Affected Employee, vision the Deferred India Transfer Date, as the case may be, Buyer shall, or other welfare plans shall cause an Acquired Company to employ (x) all of Buyers or any of their Subsidiaries the Affected Employees (other than the Companies OUS Affected Employees and their Subsidiariesthe India Affected Employee) in which any Covered Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause any preon an at-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived with respect to such Covered Employee, to the extent such limitation would have been waived or satisfied under the Company Benefit Plan in which such Covered Employee participated immediately prior to the Closing Datewill basis, and (y) recognize any health, dental or vision expenses incurred by such Covered the OUS Affected Employees and the India Affected Employee in the plan year that includes accordance with their respective Contracts and applicable Law. For a period of at least 12 months from the Closing Date Date, Buyer will provide or will cause the Acquired Companies to provide to each of the Affected Employees: (i) base salary and base wages and incentive compensation opportunities that are at least as favorable in the aggregate as such annual base salary and base wages and incentive compensation opportunities (excluding equity-based compensation) provided by Buyer to its similarly situated employees and (ii) employee benefits (excluding medical and life insurance benefits for purposes retired or former employees other than as required under Section 4980B of the Code or similar state law) which are at least as favorable in the aggregate as the employee benefits provided by Buyer to its similarly situated employees; provided, that nothing in this sentence shall require Buyer, its Subsidiaries or the Acquired Companies to continue any employee plan or specific employee benefits during such period; provided, further, that with respect to the OUS Affected Employees and the India Affected Employee, Buyer will provide or will cause the Acquired Companies to provide all items referred to in (i) and (ii) above in accordance and in compliance with applicable deductible and annual out-Law. Nothing set forth in this Section 7.05 will create a contract of employment with, or for the benefit of-pocket expense requirements under , any Affected Employee or change such health, dental or vision plan of Buyers or any of their Subsidiariesemployee’s status as an employee at will to the extent applicable.

Employees. (a) For all purposes (including purposes Commencing on the date hereof, each Member hereby agrees to make certain Persons available to perform services and work for the Company as and when requested by the Members Committee and approved by such Member. The relevant Member shall xxxx the Company at their employees' normal billing rates. Market-based consultant billing rates will be established for any salaried employee providing services to the Company. Members are encouraged to enter into fixed price, fixed time line contracts when appropriate, the details of vestingwhich are more fully discussed in the Services Agreements. Should the Company not pay said sum, eligibility to participate and level of benefits) under each employee benefit plan maintained by Buyers or any of their Subsidiariespart thereof, Buyers shall cause such employee benefit plan to recognize within 30 calendar days from the service of each employee who is actively employed by the Companies and their Subsidiaries on the Closing Date (collectively, the “Covered Employees”) to the same extent such service was recognized immediately prior to the Closing Date under a comparable Company Benefit Plan in which such Covered Employee was eligible to participate immediately prior to the Closing Date; provided that the foregoing shall not apply with respect to benefit accrual under defined benefit pension plans or to the extent such operation would result in a duplication of benefits for a Covered Employee with respect to the same period of service or to the extent such period of service is not recognized under the applicable Buyer employee benefit plan for its similarly situated employees. In addition, and without limiting the generality date of the foregoing, monthly invoice (i) each Covered Employee interest at the Interest Rate shall be immediately eligible to participateadditionally due and owing on the unpaid balance, without any waiting time, in any and all employee benefit plans maintained by Buyers or any of their Subsidiaries to from the extent coverage under such plans is comparable to, and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this Agreement, date past due and (ii) with respect the Member to which such sum is owed shall, effective 30 days following the delivery of written notice to the Company, have no further obligation pursuant to this Section 12.01 to make available to the Company any healthPersons until such unpaid balance plus all accrued interest shall have been paid; provided, dental, vision or other welfare plans that no Member shall be relieved of Buyers or any of their Subsidiaries its obligations 41 pursuant to this Section 12.01 to make available any Persons if, following the delivery of written notice pursuant to this clause (other than ii) but prior to 30 days following such delivery, the Companies Company shall deliver to the relevant Member written notice setting forth in reasonable detail why the Company in good faith believes no unpaid amount is owed pursuant to this Section 12.01. The Company shall notify the relevant Member of any billing items in question. Such Member will research the items in question and their Subsidiaries) in which resolve any Covered Employee is eligible to participate differences with the Company. In the event any amount that was paid by the Company was not properly owed, then within 30 days after the delivery of such notice, the Company shall be reimbursed that amount with interest at the Interest Rate from the date the original payment was received until the adjustment was refunded. Upon the termination of this Agreement, each Member will xxxx the Company for the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived with respect to such Covered Employee, to actual costs incurred since the extent such limitation would have been waived or satisfied last billing under the Company Benefit Plan normal terms and conditions mentioned above. Each Member shall have the same audit rights in which such Covered Employee participated immediately prior respect of compensation due pursuant to the Closing Date, and (y) recognize any health, dental or vision expenses incurred by such Covered Employee in the plan year that includes the Closing Date for purposes of any applicable deductible and annual out-of-pocket expense requirements under any such health, dental or vision plan of Buyers or any of their Subsidiariesthis Section 12.01 as they have pursuant to Section 4.02(e).

Employees. (a) For all purposes (including purposes The Buyer agrees that it or its Subsidiaries shall, for a period of vestingat least twelve months following the Closing Date, eligibility provide to participate the employees of the Company and level its Subsidiaries as of benefits) under each employee benefit plan maintained the Closing Date who are not covered by Buyers or any of their Subsidiaries, Buyers shall cause such employee benefit plan to recognize the service of each employee a collective bargaining agreement and who is actively remain employed by the Companies and their Subsidiaries on the Closing Date Company or its Subsidiary during such period (collectively, the “Covered Continuing Employees”), benefits (excluding base salary, wages, bonuses and incentives) that are reasonably comparable in the aggregate to the same extent benefits provided by the Company and its Subsidiaries to such service was recognized Continuing Employees immediately prior to the date hereof. All Continuing Employees who are eligible for the 2011 Company approved bonus plan as of the date hereof and as of the Closing Date under shall continue to be eligible thereunder after the Closing Date in accordance with the terms of such plan; provided, that, nothing herein shall be deemed to be a comparable Company Benefit Plan in which guaranty of continued employment during such Covered Employee was eligible period. The Buyer agrees that it or its Subsidiaries shall offer employment after the Closing to participate the people listed on Section 6.16 of the Disclosure Schedule (such employees, the “China Employees”) and will initially provide such employees with (i) a rate of base salary or wages and bonus opportunity that is not less favorable than the rate of base salary or wages and bonus opportunity paid by to such employees immediately prior to the date hereof as set forth in Section 6.16 of the Disclosure Schedule, (ii) with other benefits that are substantially similar in the aggregate to the benefits provided to such employees immediately prior to the date hereof as set forth in Section 6.16 of the Disclosure Schedule. Seller agrees that until the earlier of (a) six (6) months from the Closing Date; provided that Date and (b) the foregoing shall not apply with respect date each China Employee is no longer employed by the Buyer or any of its Subsidiaries, it will provide to benefit accrual under defined benefit pension plans or each China Employee office space and office and technology related services (other than any benefits related services) to the extent such operation would result in services relate to such China Employee’s employment with Buyer and were provided by Seller (or a duplication of benefits for a Covered Employee Person affiliated with respect to the same period of service or to the extent such period of service is not recognized under the applicable Buyer employee benefit plan for its similarly situated employees. In addition, and without limiting the generality of the foregoing, (i) each Covered Employee shall be immediately eligible to participate, without any waiting time, in any and all employee benefit plans maintained by Buyers or any of their Subsidiaries to the extent coverage under such plans is comparable to, and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this Agreement, and (ii) with respect to any health, dental, vision or other welfare plans of Buyers or any of their Subsidiaries (other than the Companies and their SubsidiariesSeller) in which any Covered Employee is eligible to participate for the plan year in which connection with such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to China Employee’s employment with Seller (xor a Person affiliated with Seller) cause any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived with respect to such Covered Employee, to the extent such limitation would have been waived or satisfied under the Company Benefit Plan in which such Covered Employee participated immediately prior to the Closing DateClosing, and (y) recognize any health, dental without charge or vision expenses incurred by such Covered Employee in cost to the plan year that includes the Closing Date for purposes of any applicable deductible and annual out-of-pocket expense requirements under any such health, dental Company or vision plan of Buyers or any of their its Subsidiaries.

Employees. (a) For all purposes Promptly following the execution of this Agreement, to the extent permissible under applicable Law (including purposes in particular with respect to data privacy) Seller shall, and shall cause each other member of vestingthe Seller Group to, eligibility provide access to participate Buyer to the facilities and level the personnel records of benefits) under each employee benefit plan maintained member of the Seller Group for the purpose of preparing offer letters for the Business Employees employed by Buyers or any of their Subsidiaries, Buyers shall cause such employee benefit plan to recognize the service of each employee who is actively employed by the Retained Companies and their Subsidiaries on the Closing Date (collectively, the “Covered Retained Company Business Employees”) and preparing for the transfer of any Retained Company Business Employees whose employment will transfer to Buyer or one of its Affiliates pursuant to applicable Law. Buyer shall offer employment to certain Retained Company Business Employees, as Buyer deems appropriate in its sole discretion, in jurisdictions where applicable Law does not provide for the same extent automatic transfer of employment of the Retained Company Business Employee to Buyer or its Affiliates. Seller shall cause, and shall cause each other member of the Seller Group to cause, the Business Employees set forth on Schedule 7.2(a)(i) to enter into employment agreements with Buyer or its Affiliates, effective as of the Closing Date, on terms and conditions reasonably satisfactory to Buyer; provided, however, that Buyer shall provide initial drafts of such service was recognized agreements to such Business Employees within 15 Business Days of the date hereof; and provided further that such employment agreements shall contain terms reflecting the following: (i) the applicable Business Employee’s base salary or regular hourly wage, as applicable (“Base Pay”), shall be not less than the Base Pay provided to such Business Employee immediately prior to the Closing Date under a comparable Company Benefit Plan date of this Agreement, (ii) the Base Pay and bonus opportunity for such Business Employee in which the aggregate shall be not less than the combined Base Pay and bonus opportunity provided to such Covered Business Employee was eligible to participate immediately prior to the Closing Date; date of this Agreement, (iii) the Base Pay and employee benefits (including health, welfare, and retirement benefits), when taken as a whole, are substantially equivalent, in the aggregate, to those provided that the foregoing shall not apply with respect to benefit accrual under defined benefit pension plans or such Business Employee immediately prior to the extent such operation would result in a duplication date of benefits for a Covered Employee with respect to the same period of service or to the extent such period of service is not recognized under the applicable Buyer employee benefit plan for its similarly situated employees. In addition, and without limiting the generality of the foregoing, (i) each Covered Employee shall be immediately eligible to participate, without any waiting time, in any and all employee benefit plans maintained by Buyers or any of their Subsidiaries to the extent coverage under such plans is comparable to, and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this Agreement, and (iiiv) with respect severance and termination payments that, when taken as a whole, are substantially equivalent, in the aggregate, to any health, dental, vision or other welfare plans of Buyers or any of their Subsidiaries (other than the Companies and their Subsidiaries) in which any Covered Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived with respect those provided to such Covered Employee, to the extent such limitation would have been waived or satisfied under the Company Benefit Plan in which such Covered Business Employee participated immediately prior to the Closing Datedate of this Agreement; and provided further that the parties acknowledge that such employment agreement may provide for different titles and/or reporting relationships for such Business Employees. Seller shall cause, and (yshall cause each other member of the Seller Group to cause, the Business Employees set forth Schedule 7.2(a)(ii) recognize any health, dental to be employed by Seller or vision expenses incurred by such Covered Employee in the plan year that includes an Affiliate thereof as of the Closing Date for purposes and shall not be under notice of any applicable deductible and annual out-of-pocket expense requirements under any such health, dental resignation or vision plan of Buyers or any of their Subsidiarieshave indicated an intention to resign.

Employees. (a) For all purposes (including purposes At the time of vestingClosing, eligibility Buyer shall, subject to participate such Employees satisfying Buyer’s standard employment requirements and level of benefits) under each employee benefit plan maintained by Buyers or any of their Subsidiaries, Buyers shall cause such employee benefit plan to recognize the service of each employee who is actively employed by the Companies and their Subsidiaries on the Closing Date (collectively, the “Covered Employees”) to the same extent such service was recognized immediately prior to the Closing Date under a comparable Company Benefit Plan in which such Covered Employee was eligible to participate immediately prior to the Closing Date; provided that the foregoing shall not apply with respect to benefit accrual under defined benefit pension plans or pre-hiring process to the extent such operation would result in a duplication of benefits for a Covered Employee with respect Buyer determines to apply the same period of service or prior to the extent such period of service is not recognized under the applicable Buyer employee benefit plan for its similarly situated employees. In addition, and without limiting the generality of the foregoingClosing, (i) offer employment to each Covered Employee shall be immediately eligible to participateactively at work Employee, without and specifically including any waiting timeEmployees on leave under the Family and Medical Leave Act of 1993, effective as of the Closing Date in any a role with a level of responsibility and all employee benefit plans maintained by Buyers or any of their Subsidiaries with compensation levels (including base salary and target bonus) which, when taken as a whole, are at least reasonably comparable to the extent coverage under such plans is comparable to, and a replacement for, a Company Benefit Plan aggregate levels each Employee had in which such Covered Employee participated immediately before the consummation effect with Seller as of the transactions contemplated by date of this Agreement, and (ii) effective as of the first day of the month coincident with respect or following the Closing Date, provide to any health, dental, vision or other welfare plans of Buyers or any of their Subsidiaries each Transferred Employee employment benefits (other than any defined benefit pension plan benefits, deferred compensation plan benefits, severance benefits and any equity compensation benefits) that are either (A) reasonably comparable in the Companies and their Subsidiariesaggregate to those benefits provided to newly hired employees of Buyer in comparable positions, which benefits shall include medical coverage, or (B) reasonably comparable in which any Covered the aggregate to those benefits received by the applicable Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived with respect to such Covered Employee, to the extent such limitation would have been waived or satisfied under the Company Benefit Plan in which such Covered Employee participated from Seller immediately prior to the Effective Time, but excluding any enhancements to such benefits made after the date hereof. The Transferred Employees shall continue to participate in Seller’s Employee Benefit Plans identified on Schedule 5.6(a)(i) through the last day of the calendar month in which the Closing Dateoccurs (or if earlier, the date the Transferred Employee terminates employment with Buyer and its Affiliates), and (y) recognize any healthBuyer shall reimburse Seller for the cost of such continued participation, dental or vision expenses incurred by such Covered Employee in accordance with the plan year that includes terms and conditions set forth in Schedule 5.6(a)(ii). Prior to the Closing Date for purposes Seller will use commercially reasonable efforts to obtain confirmation from The Hartford that after the Closing The Hartford will honor the conversion rights of any each Transferred Employee and covered dependents applicable deductible to terminated Employees and annual out-of-pocket expense requirements their dependents under any Seller’s supplemental, dependent and spousal life and AD&D insurance policy and will not terminate such health, dental or vision plan of Buyers or any of their Subsidiariespolicy during the applicable conversion period following Closing.

Employees. (a) For all purposes (including purposes of vesting, eligibility to participate and level of benefits) under each employee benefit plan maintained All individuals employed by Buyers Company or any of their Subsidiariesits Subsidiaries immediately prior to the Effective Time shall automatically become employees of Purchaser and its affiliates as of the Effective Time. Immediately following the Effective Time, Buyers (i) Surviving Corporation shall cause such each individual employed by Company or any of its Subsidiaries as of the Closing Date who continues in the employment of Surviving Corporation or any of its affiliates (each a “Company Employee”) to (x) receive base salary or wages, as applicable, as well as eligibility to be considered for incentive compensation (including with respect to equity compensation) opportunities pursuant to employee benefit plan plans or arrangements maintained by Surviving Corporation or any Subsidiary of Surviving Corporation that are no less favorable than those provided to recognize a similarly situated employee of the service of each employee Surviving Corporation or Subsidiary, as applicable, who is actively was employed by the Companies and their Subsidiaries on Purchaser as of the Closing Date (collectively, the “Covered Similar Purchaser Employees”) to the same extent such service was recognized immediately prior to the Closing Date under a comparable Company Benefit Plan in which such Covered Employee was and (y) become eligible to participate immediately prior to in the Closing Date; provided other Purchaser Plans that the foregoing shall not apply with respect to benefit accrual under defined benefit pension plans or to the extent such operation would result in a duplication of benefits for a Covered Employee with respect to the same period of service or to the extent such period of service is not recognized under the applicable Buyer are employee benefit plan for its similarly situated employees. In addition, and without limiting the generality of the foregoing, plans (iincluding severance plans) each Covered Employee shall be immediately in which Similar Purchaser Employees are eligible to participate, without any waiting timeand on terms no less favorable than such Similar Purchaser Employees, in any and all employee benefit plans maintained by Buyers or any of their Subsidiaries to benefits; provided, that until at least the extent coverage under such plans is comparable to, and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation first anniversary of the transactions contemplated by this AgreementClosing Date and, and (ii) with respect to any healthat the discretion of Purchaser, dental, vision or other welfare plans of Buyers or any of their Subsidiaries (other than through the Companies and their Subsidiaries) in which any Covered Employee date that is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived with respect to such Covered Employee, to the extent such limitation would have been waived or satisfied under the Company Benefit Plan in which such Covered Employee participated immediately prior to 18 months following the Closing Date, Purchaser shall continue to maintain, and allow the Company Employees to participate in, Company’s severance plans and policies and that Company Plan that is a tax-qualified defined benefit pension plan and that is a Retiree Medical Benefits plan. Nothing contained in this Section 5.11 shall (A) be construed to create (x) any third-party beneficiary rights in any current or former employee of Company, Purchaser or their Affiliates (including any dependant or beneficiary thereof) or any Person other than the parties to this Agreement (including any participant in any Company Plan, or any dependant or beneficiary thereof) or (y) recognize any healthright to employment or continued employment for any specified period or to a particular term or condition of employment with Purchaser, dental Surviving Corporation or vision expenses incurred their Affiliates, or (B) except as set forth in this Section 5.11, limit the ability of Purchaser, Surviving Corporation or their Affiliates to amend, modify or terminate any Company Plan or other benefit plan, program, agreement or arrangement at any time assumed, established, sponsored or maintained by such Covered Employee in the plan year that includes the Closing Date for purposes of any applicable deductible and annual out-of-pocket expense requirements under any such health, dental or vision plan of Buyers or any of their Subsidiariesthem.

Employees. (a) For all purposes (including purposes of vesting, eligibility At least 10 days prior to participate and level of benefits) under each employee benefit plan maintained by Buyers or any of their Subsidiaries, Buyers shall cause such employee benefit plan to recognize the service of each employee who is actively employed by the Companies and their Subsidiaries on the Closing Date (collectivelyor such lesser time as may be appropriate for employees who are hired or return from a leave of absence within 10 days of the Closing Date or as the parties may otherwise agree), the Purchaser will extend a written offer of employment to each of the employees identified on Schedule 10.1 (the “Employees”) (which schedule will be updated by the Seller prior to the Closing Date by deleting those individuals no longer employed in connection with the Business and adding any individuals who have become so employed since the schedule was first prepared or the last revision thereto, as the case may be; such schedule shall also set forth, with respect to any Employee on leave, the date such leave commenced and the expected date of return, if known). Effective as of the Closing Date, the Purchaser will hire each Employee who timely accepts the offer of employment extended by the Purchaser (such Employees, the “Covered Transferred Employees”) ). An offer of employment extended by the Purchaser to an Employee in accordance with the foregoing provisions of this Section 10.1 will be for a position with job duties substantially similar to the same extent such service was recognized job duties of the position that the Employee held immediately prior to the Closing Date under a comparable Company Benefit Plan and on at least the same terms and conditions as those in which such Covered Employee was eligible to participate effect immediately prior to the Closing Date; Date including any terms and conditions required by any applicable employment agreement, but excluding benefits provided that under any equity-based benefit plans and any benefit plans providing for post-retirement benefits. The Purchaser will extend an offer of employment to Employees who are on an approved leave of absence for workers compensation, disability, military, family illness or parental leave as of the foregoing shall not apply with respect Closing Date to benefit accrual under defined benefit pension plans or to the extent such operation would result in a duplication of benefits for a Covered Employee with respect to at least the same period of service extent, if any, as such Employees would be entitled to reemployment under either applicable Law or to the extent such period of service is not recognized under the applicable Buyer employee benefit plan for its similarly situated employees. In addition, Seller’s policies and without limiting the generality of the foregoing, (i) each Covered Employee shall be immediately eligible to participate, without any waiting time, procedures in any and all employee benefit plans maintained by Buyers or any of their Subsidiaries to the extent coverage under such plans is comparable to, and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this Agreement, and (ii) with respect to any health, dental, vision or other welfare plans of Buyers or any of their Subsidiaries (other than the Companies and their Subsidiaries) in which any Covered Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived with respect to such Covered Employee, to the extent such limitation would have been waived or satisfied under the Company Benefit Plan in which such Covered Employee participated existence immediately prior to the Closing Date, and any such Person who accepts such an offer will be treated as a Transferred Employee, provided that no such offer need be extended by the Purchaser to any Employee (yi) recognize any health, dental or vision expenses incurred by such Covered Employee in the plan year that includes who has been on an approved leave of absence (other than military leave) for more than [***] as of the Closing Date and (ii) whose return to active employment is not reasonably expected to occur within [***] following the Closing Date. [***] = Confidential treatment requested for purposes of any applicable deductible redacted portion; redacted portion has been filed separately with the Securities and annual out-of-pocket expense requirements under any such health, dental or vision plan of Buyers or any of their SubsidiariesExchange Commission.

Employees. (a) For all purposes (including purposes On or as soon as practicable after the Closing Date, employees of vesting, eligibility to participate and level of benefits) under each employee benefit plan maintained by Buyers or any of their Subsidiaries, Buyers shall cause such employee benefit plan to recognize the service of each employee who is actively Company that are employed by the Companies Company at the Effective Time shall be considered "Continuing Employees" during the period of time they remain employed by the Company, Parent or a Subsidiary of Parent. Continuing Employees shall be eligible to receive benefits maintained for similarly situated employees of Parent, consistent with Parent's applicable human resources policies, and their Subsidiaries on shall become eligible for 401(k), health and welfare plan benefits upon the Closing Date later of (collectivelyi) the Effective Time, or (ii) the “Covered Employees”) loss of eligibility for benefits under the Company's 401(k), health and welfare plans, as the case may be. Parent may, at its discretion, elect to retain some or all of the same extent such service was recognized immediately prior Company's existing welfare benefit plans indefinitely in lieu of causing the Continuing Employees to the Closing Date under a comparable Company Benefit Plan in which such Covered Employee was be eligible to participate immediately in the equivalent Parent benefit plan. Parent will or will cause the Surviving Corporation or appropriate Subsidiary of Parent to give Continuing Employees full credit under any 401(k), paid time off or service award policies for prior to service at the Closing DateCompany, as defined and recognized under Parent's benefit plans and consistent with applicable human resources policies, for purposes of eligibility, vesting and determination of the level of benefits under Parent's 401(k) plan, vacation, time off and service award programs or policies for prior service at the Company; provided that the foregoing shall such credit does not apply with respect to benefit accrual under defined benefit pension plans or to the extent such operation would result in a duplication of benefits for benefits, compensation, incentive or otherwise. Notwithstanding the foregoing, in no event shall any Continuing Employee be eligible to accrue or earn more than thirty (30) days per year of combined time off through Parent's personal time off and vacation plans. Parent agrees to cause each of the welfare plans of the Surviving Corporation or appropriate Subsidiary of Parent that provides coverage to a Covered Continuing Employee with respect to the same period of service or (a) waive any preexisting conditions, waiting periods and actively at work requirements under such plans (except to the extent that such period of service is not recognized conditions, waiting periods and requirements exist under the applicable Buyer employee Company's existing benefit plan for its similarly situated employees. In addition, and without limiting the generality of the foregoing, (i) each Covered Employee shall be immediately eligible to participate, without any waiting time, in any and all employee benefit plans maintained by Buyers or any of their Subsidiaries to the extent coverage under such plans is comparable to, and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this Agreementplans), and (ii) with respect to any health, dental, vision or other welfare plans of Buyers or any of their Subsidiaries (other than the Companies and their Subsidiaries) in which any Covered Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (xb) cause such plans to honor any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived with respect to such Covered Employee, to the extent such limitation would have been waived or satisfied under the Company Benefit Plan in which such Covered Employee participated immediately prior to the Closing Date, and (y) recognize any health, dental or vision expenses incurred by such Covered Employee in Continuing Employees and their beneficiaries under similar Company employee plans during the plan portion of the calendar year that includes prior to the Closing Date for purposes of any satisfying applicable deductible and annual out-of-pocket expense requirements under any such health, dental or vision plan of Buyers or any of their Subsidiariesdeductibles.

Employees. (a) For all purposes (including purposes The Purchaser agrees to offer employment to each of vesting, eligibility to participate and level the employees of benefits) under each employee benefit plan maintained by Buyers or any of their Subsidiaries, Buyers shall cause such employee benefit plan to recognize the service of each employee who is actively employed by the Companies Sellers and their Subsidiaries on Affiliates (other than the Closing Date (collectively, the “Covered Employees”Indian Subsidiary) to the same extent such service was recognized immediately prior to the Closing Date under a comparable Company Benefit Plan in which such Covered Employee was eligible to participate immediately prior to the Closing Date; provided that the foregoing shall not apply with respect to benefit accrual under defined benefit pension plans who provides services exclusively or to the extent such operation would result in a duplication of benefits for a Covered Employee primarily with respect to the same period of service or to the extent such period of service Mortgage Business and who is not recognized under the applicable Buyer employee benefit plan for its similarly situated employees. In addition, and without limiting the generality listed on Section 5.7(a) of the foregoingSellers Disclosure Schedule (each, (i) each Covered Employee a “Business Employee”), for employment with the Purchaser or its Affiliates effective on the Closing Date. Each such offer shall be immediately eligible to participate, without any waiting time, in any and all employee benefit plans maintained by Buyers or any of their Subsidiaries to the extent coverage under such plans is comparable to, and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this Agreement, and made no later than ten (ii10) with respect to any health, dental, vision or other welfare plans of Buyers or any of their Subsidiaries (other than the Companies and their Subsidiaries) in which any Covered Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived with respect to such Covered Employee, to the extent such limitation would have been waived or satisfied under the Company Benefit Plan in which such Covered Employee participated immediately days prior to the Closing Date, and shall provide for (yi) recognize any health, dental or vision expenses incurred by base salary and retention bonus opportunity which are no less favorable as the respective Base Salary Amount and unpaid Retention Bonus Amount for such Covered Business Employee and (ii) benefits under employee benefit plans that are comparable in the plan year that includes aggregate to those currently provided by the Sellers to the Hired Employees based on the aggregate cost of such benefits to any particular Seller with respect to the Hired Employees as of the Closing Date for purposes (the “Purchaser Plans”). The terms and conditions of each such offer shall not require additional service or performance conditions beyond those required under the terms of each Hired Employee’s existing agreement; provided, however, that Purchaser may adjust its offer in any respect that it deems necessary or appropriate in order to comply with code Section 409A, in its sole discretion. The Purchaser shall include in any such offer of employment a provision to the effect that acceptance of such offer shall constitute a resignation of employment with the Sellers and their Affiliates effective immediately before the Closing Date without any obligation on the part of any applicable deductible of the Sellers or their Affiliates to provide Retention Bonus Amounts to the accepting Business Employee under a Benefit Plan or otherwise in connection with such Business Employee’s termination of employment with the Sellers. The Sellers and annual the Purchaser shall reasonably cooperate so that the Purchaser can fulfill its obligations under this Section 5.7(a). Each Business Employee that accepts an offer of employment with the Purchaser pursuant to this Section 5.7(a) shall be deemed a “Hired Employee. The Purchaser and the Sellers agree to reasonably cooperate to provide such information (including information relating to co-payments, deductibles and out-of-pocket expense requirements under expenses for health benefits provided to Hired Employees) and work in good faith to effectuate an orderly and efficient transition of benefits (including welfare benefits) provided to the Hired Employees on and following the Closing Date. Nothing in this Section 5.7 shall require the continuation by the Sellers or the Purchaser of any such health, dental particular benefit plan or vision plan of Buyers or any of their Subsidiariesprogram.

Employees. (a) For Effective as of the Closing Date, Purchaser and the Group Subsidiaries shall offer continued employment with Purchaser or the Group Subsidiaries to all purposes (current employees of Seller and its subsidiaries, including purposes any such employees who are absent from active employment for any reason as of vesting, eligibility to participate and level of benefits) under each employee benefit plan maintained by Buyers or any of their Subsidiaries, Buyers shall cause such employee benefit plan to recognize the service of each employee who is actively employed by the Companies and their Subsidiaries on the Closing Date as well as the persons listed on Schedule 5.2(i). Within thirty (collectively30) days of the date of this Agreement, Seller may identify up to fifteen (15) employees of Seller's affiliates (other than the “Covered Group Subsidiaries) who perform all or substantially all of their employment related duties or functions for the conduct of the business of the Group Subsidiaries, and a list of such individuals shall be set forth on Schedule 5.2(ii) which shall be made a part hereof at such time, and Purchaser and the Group Subsidiaries shall offer employment to such individuals effective at the Closing Date. All such employees whose employment is continued with Purchaser or the Group Subsidiaries, and all of the individuals set forth on Schedule 5.2(i) and Schedule 5.2(ii), are referred to herein as the "Hired Employees”) ". The continued employment of the Hired Employees shall not be construed to limit the ability of Purchaser to terminate the employment of any Hired Employee at any time for any reason, and the employment of the Hired Employees shall be subject to all of the Purchaser's practices and policies, including its policy of employment-at-will, except to the same extent such service was recognized immediately prior Hired Employees are otherwise party to an employment agreement. Purchaser and the Closing Date under a comparable Company Benefit Plan Group Subsidiaries shall employ the Hired Employees at the same salary and wages and with benefits that are, in which such Covered Employee was eligible the aggregate, substantially similar or superior to participate those provided by Seller or the Subsidiaries, as the case may be, immediately prior to the Closing Date; provided that . Subject to Section 5.3, nothing in this Agreement shall limit Purchaser's right, at any time, to modify, amend or terminate any salary and wages payable, or benefit provided, to any or all Hired Employees on or after the foregoing shall not apply with respect to benefit accrual under defined benefit pension plans Closing Date, including without limitation any Employee Welfare Benefit Plan or any Employee Pension Benefit Plan to the extent such operation would result in a duplication of benefits for a Covered Employee with respect to the same period of service or to the extent such period of service is not recognized under the applicable Buyer employee benefit plan for its similarly situated employees. In additionpermitted by law; provided, and without limiting the generality of the foregoinghowever, that (i) each Covered for a period of at least 12 months following the Closing Date, Purchaser and the Group Subsidiaries shall provide for the payment of severance benefits, salary continuation, salary in lieu of notice and similar benefits to any Hired Employee whose employment is terminated by Purchaser or the Group Subsidiaries for any reason other than cause or long term disability (for this purpose, the existence of cause shall be immediately eligible to participate, without any waiting time, determined in any and all employee benefit plans maintained by Buyers or any of their Subsidiaries to accordance with the extent coverage under such plans is comparable todefinition set forth in Schedule 5.2(iii), and a replacement forthe amount of such benefits shall be determined in accordance with Seller's severance policies in effect on the date hereof, a Company Benefit Plan and such determinations shall be made in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this Agreement, good faith) and (ii) with respect to any health, dental, vision or other welfare plans of Buyers or any of their Subsidiaries (other than thereafter the Companies and their Subsidiaries) in which any Covered Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, Buyers Hired Employees shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived with respect entitled to such Covered Employeeseverance benefits, salary continuation, salary in lieu of notice or similar benefits that Purchaser provides to the extent such limitation would have been waived or satisfied under the Company Benefit Plan in which such Covered Employee participated immediately prior its other employees. Seller makes no representation as to the Closing Date, and (y) recognize any health, dental or vision expenses incurred by such Covered Employee in the plan year that includes the Closing Date for purposes of any applicable deductible and annual out-of-pocket expense requirements under whether any such healthemployee will accept employment with Purchaser. For the purposes hereof, dental or vision plan of Buyers or any of their Subsidiaries."

Employees. (a) For all purposes (including purposes Subject to considerations relating to the particular geographic region in which the employee is located, it is the intent of vesting, eligibility to participate and level the parties hereto that the employees of benefits) under each employee benefit plan maintained by Buyers or any of their Subsidiaries, Buyers shall cause such employee benefit plan to recognize the service of each employee who is actively Price REIT employed by the Companies Surviving Corporation after the Effective Time (the "Former Price REIT Employees") shall in general receive compensation and their Subsidiaries benefits on the same basis and subject to the same standards as the employees of Kimco; provided, that, for a period of one year after the Closing Date (collectivelythe standards of compensation and benefits received by such employees shall be substantially similar to, the “Covered Employees”) to the same extent such service was recognized immediately prior to the Closing Date under a comparable Company Benefit Plan in which such Covered Employee was eligible to participate but not less than, those received from Price REIT immediately prior to the Closing Date; provided that the foregoing shall not apply with respect to benefit accrual under defined benefit pension plans or to the extent such operation would result in a duplication of benefits for a Covered Employee with respect to the same period of service or to the extent such period of service is not recognized under the applicable Buyer employee benefit plan for its similarly situated employees. In addition, and without limiting all Former Price REIT Employees shall, at the generality option of the foregoingSurviving Corporation, either (i) each Covered Employee continue to be eligible to participate in any "employee benefit plan," as defined in Section 3(3) of ERISA, and any other benefit programs, policies and arrangements of Price REIT which are, at the option of the Surviving Corporation, continued by the Surviving Corporation, or alternatively shall be immediately eligible to participate in the same manner as other similarly situated employees of the Surviving Corporation who were formerly employees of Kimco in any "employee benefit plan," as defined in Section 3(3) of ERISA, and any other benefit programs, policies and arrangements sponsored or maintained by the Surviving Corporation after the Effective Time. With respect to each such employee benefit plan, program, policy or arrangement, service with Price REIT or any of its Subsidiaries (as applicable) shall be included for purposes of determining eligibility to participate, without any waiting time, in any vesting (if applicable) and all employee benefit entitlement to benefits. The medical plan or plans maintained by Buyers or any of their Subsidiaries the Surviving Corporation after the Effective Time shall waive all limitations as to the extent coverage under such plans is comparable topre-existing conditions, exclusions and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this Agreement, and (ii) waiting periods with respect to any health, dental, vision or other welfare plans of Buyers or any of their Subsidiaries (other than the Companies participation and their Subsidiaries) in which any Covered Employee is eligible coverage requirements applicable to participate for the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived with Former Price REIT Employees. With respect to such Covered Employeevacation benefits provided by the Surviving Corporation, to the extent such limitation would have been waived vacation benefit of each Former Price REIT Employee shall include all hours of accrued but unused vacation hours with Price REIT or satisfied under the Company Benefit Plan its affiliates. Nothing in which such Covered Employee participated immediately prior to the Closing Date, and (y) recognize any health, dental or vision expenses incurred by such Covered Employee in the plan year that includes the Closing Date for purposes of any applicable deductible and annual out-of-pocket expense requirements under any such health, dental or vision plan of Buyers or any of their Subsidiaries.this Section

Employees. (a) For As of the Closing Date, and for a period of 12 months thereafter, the GTY Parties will provide, or cause the respective Affiliates to provide, each employee of the Company Parties as of the Closing (the “Company Employees”) with (i) an annual base salary or an hourly wage rate that is not less than that provided to such Company Employee by the Company Parties immediately prior to the Closing, (ii) bonus and incentive compensation opportunities that are not less favorable than those provided to such Company Employee by the Company Parties immediately prior to the Closing, and (iii) employee benefits that are substantially comparable in the aggregate to those provided to such Company Employee by the Company Parties immediately prior to the Closing. The GTY Parties and their respective Affiliates will treat, and will cause each employee benefit plan, program, practice, policy and arrangement sponsored, maintained or contributed to by any GTY Party or any of its Affiliates following the Closing and in which any Company Employee (or the spouse, domestic partner or any dependent of any Company Employee) participates or is eligible to participate (each, a “GTY Plan”) to treat, for all purposes (including purposes of determining eligibility to participate, vesting, eligibility to participate benefit accrual and level of benefits) under each employee benefit plan maintained by Buyers ), all service with the Company Parties (or predecessor employers if any of the Company Parties or any of their Subsidiaries, Buyers shall cause such employee benefit plan to recognize the service of each employee who is actively employed by the Companies and their Subsidiaries on the Closing Date (collectively, the “Covered Employees”) to the same extent such service was recognized immediately prior to the Closing Date under a comparable Company Benefit Plan in which such Covered Employee was eligible to participate immediately prior to provides past service credit) as service with the Closing Date; provided that the foregoing shall not apply with respect to benefit accrual under defined benefit pension plans or GTY Parties and their respective Affiliates except to the extent such operation recognition would result in a duplication of benefits for benefits. The GTY Parties will cause each GTY Plan that is a Covered Employee with respect to welfare benefit plan, within the same period meaning of service or to the extent such period Section 3(1) of service is not recognized under the applicable Buyer employee benefit plan for its similarly situated employees. In addition, and without limiting the generality of the foregoingERISA, (i) each Covered Employee shall be immediately eligible to participatewaive any eligibility waiting periods, without any waiting timeactively-at-work requirements, in any evidence of insurability requirements, pre-existing condition limitations and all employee benefit plans maintained by Buyers or any of other exclusions and limitations regarding the Company Employees and their Subsidiaries spouses, domestic partners and dependents to the extent coverage waived, satisfied or not included under the corresponding Company Benefit Plan, and (ii) to recognize for each Company Employee to apply annual deductible, co-payment and out-of-pocket maximums under such plans is comparable toGTY Plan any deductible, co-payment and a replacement forout-of-pocket expenses paid by each Company Employee and his or her spouse, a domestic partner and dependents under the corresponding Company Benefit Plan during the plan year of such Company Benefit Plan in which such Covered Employee participated immediately before occurs the consummation later of the transactions contemplated by this Agreement, and (ii) with respect to any health, dental, vision or other welfare plans of Buyers or any of their Subsidiaries (other than the Companies and their Subsidiaries) in which any Covered Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived with respect to such Covered Employee, to the extent such limitation would have been waived or satisfied under the Company Benefit Plan in which such Covered Employee participated immediately prior to the Closing Date, and (y) recognize any health, dental or vision expenses incurred by such Covered Employee in the plan year that includes the Closing Date for purposes of any applicable deductible and annual out-of-pocket expense requirements under any the date on which each Company Employee begins participating in such health, dental or vision plan of Buyers or any of their SubsidiariesGTY Plan.

Employees. (a) For all purposes Buyer and Seller acknowledge and agree that Buyer Parent and/or its Subsidiaries will, by November 9, 2004, make offers of employment to certain employees of the Business to be mutually identified by the Buyer and Seller, and ultimately selected by Buyer (the “Identified Employees”). Promptly after Buyer has selected the Identified Employees, to the extent permitted by applicable Laws (and where not so permitted, after consent for disclosure is solicited by Seller and received from Seller’s Identified Employee(s)), the Seller shall deliver to the Buyer a list (the “Employee List”) that will set forth, with respect to each Identified Employee: (i) the name and title of such employee; (ii) the aggregate dollar amounts (in the local currency for such employee) of the compensation (including purposes wages, salary, commissions, director’s fees, fringe benefits, bonuses, profit-sharing payments and other payments) received by such employee from the Seller and its Subsidiaries as of vestingSeptember 30, eligibility to participate 2004; (iii) such employee’s annualized compensation as of the date of this Agreement; (iv) the number of hours of sick-time which such employee has accrued as of the date hereof and level the aggregate dollar amount thereof, if applicable; (v) the number of benefitshours of vacation time which such employee has accrued as of the date hereof and the aggregate amount thereof; and (vi) under each employee benefit plan maintained the amount of severance that will be due and payable by Buyers or any the Selling Entities upon termination of their Subsidiariesthe Identified Employees. The Buyer shall, Buyers and shall cause its relevant Affiliates to, offer employee benefits and base compensation that are substantially similar in the aggregate to those provided by the Seller and its relevant Subsidiaries to the extent that such employee benefits are not greater or more favorable than the Buyer’s and its relevant Affiliates’ current compensation and benefit plan package that is generally available for its similarly situated employees in the same geographic market, subject to recognize any union or other Laws. The Buyer and its relevant Affiliates will not assume any options of the service Seller, but may make option grants in accordance with the Buyer and its relevant Affiliates’ general policies and the terms of each employee who is actively employed by the Companies Buyer and their Subsidiaries its relevant Affiliates’ equity incentive plan, including that the per share exercise price of the options will be equal to the fair market value of Buyer Parent’s ordinary shares on the Closing Date (collectivelyor the date the option is granted, whichever is later. The effective date for participation in the “Covered Employees”) to the same extent such service was recognized immediately prior to the Closing Date under a comparable Company Benefit Plan in which such Covered Employee was eligible to participate immediately prior to the Closing Date; provided that the foregoing shall not apply with respect to benefit accrual under defined benefit pension plans or to the extent such operation would result in a duplication of benefits for a Covered Employee with respect to the same period of service or to the extent such period of service is not recognized under the applicable Buyer employee benefit plan for and its similarly situated employees. In addition, and without limiting the generality of the foregoing, (i) each Covered Employee shall be immediately eligible to participate, without any waiting time, in any and all relevant Affiliates’ employee benefit plans maintained by Buyers or any of their Subsidiaries to the extent coverage under such plans is comparable to, and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this Agreement, and (ii) with respect to any health, dental, vision or other welfare plans of Buyers or any of their Subsidiaries (other than the Companies and their Subsidiaries) in which any Covered Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived with respect to such Covered Employee, to the extent such limitation would have been waived or satisfied under the Company Benefit Plan in which such Covered Employee participated immediately prior to the Closing Date, or the earliest practicable date thereafter. Identified Employees of the Seller and (y) recognize any health, dental or vision expenses incurred its Subsidiaries who become employed by such Covered Employee the Buyer Parent and/or its Subsidiaries in the plan year that includes the Closing Date for purposes of any applicable deductible and annual out-of-pocket expense requirements under any such health, dental or vision plan of Buyers or any of their Subsidiariesconnection with this Transaction are referred to as “Transferred Employees.”

Employees. (a) For As of the Closing Date, Eclipsys shall provide all purposes (including purposes employees of vesting, eligibility to participate MSI Solutions and level of benefits) under MSI Services and each employee benefit plan maintained by Buyers or any of their Subsidiaries, Buyers shall cause such employee benefit plan to recognize the service of each employee who is actively employed by the Companies ERISA Affiliate and their Subsidiaries on dependents, and all qualified beneficiaries (as defined in Section 4980B(g)(1) of the Closing Date Code) entitled to continuation coverage under COBRA (collectivelythe "Qualified Beneficiaries") with coverage under one or more Eclipsys Employee Benefit Plans (the "Successor Welfare Plans"), including, without limitation, health care coverage ("Coverage"), which meets the “Covered Employees”following requirements: (i) to the same extent such service was recognized immediately with MSI Solutions and MSI Services and each ERISA Affiliate prior to the Closing Date shall be credited against all service and waiting period requirements under a comparable Company Benefit Plan in which such Covered Employee was the Successor Welfare Plans for those employees of MSI Solutions and MSI Services and each ERISA Affiliate (and their eligible to participate immediately prior to dependents) that received coverage from MSI Solutions or MSI Services or an ERISA Affiliate as of the Closing Date; provided that , (ii) the foregoing Successor Welfare Plans shall not apply with respect provide for any pre-existing condition exclusion for those employees of MSI Solutions and MSI Services and each ERISA Affiliate (and their eligible dependents) and Qualified Beneficiaries that were entitled to benefit accrual under defined benefit pension plans coverage from MSI Solutions or to the extent such operation would result in a duplication of benefits for a Covered Employee with respect to the same period of service MSI Services or to the extent such period of service is not recognized under the applicable Buyer employee benefit plan for its similarly situated employees. In addition, and without limiting the generality an ERISA Affiliate as of the foregoing, (i) each Covered Employee shall be immediately eligible to participate, without any waiting time, in any and all employee benefit plans maintained by Buyers or any of their Subsidiaries to the extent coverage under such plans is comparable to, and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this AgreementClosing Date, and (iiiii) with respect to any health, dental, vision or other welfare plans of Buyers or any of their Subsidiaries (other than the Companies and their Subsidiaries) deductibles in which any Covered Employee is eligible to participate effect under the Successor Welfare Plans for the plan year in which such Covered Employee is first eligible to participate, Buyers the Closing Date occurs shall use their reasonable best efforts to (x) cause be reduced by any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived with respect to such Covered Employee, to amounts applied towards the extent such limitation would have been waived or satisfied deductibles under the Company MSI Employee Benefit Plan Plans for the plan year in which the Closing Date occurs provided such Covered individuals submit evidence to Eclipsys sufficient to demonstrate the amount so applied against any applicable deductibles in effect under any MSI Employee participated immediately Benefit Plan. Eclipsys covenants that the service of each employee of MSI Solutions and MSI Services and each ERISA Affiliate prior to the Closing DateDate shall be credited as service under the Eclipsys 401(k) Plan for all purposes (including without limitation, eligibility and (yvesting) recognize for those employees of MSI Solutions and MSI Services and each ERISA Affiliate that were participants in any health, dental 40l(k) plan maintained by MSI Solutions or vision expenses incurred by such Covered Employee in the plan year that includes MSI Services or an ERISA Affiliate as of the Closing Date for purposes of any applicable deductible and annual out-of-pocket expense requirements under any such health, dental or vision plan of Buyers or any of their Subsidiaries.Date. CONDITIONS TO CONSUMMATION OF MERGER

Employees. (a) For all purposes Buyer shall, or shall cause the Company and the U.S. Subsidiary to, continue to maintain the Company Employee Plans as in effect on the Share Swap Record Date or, in its sole discretion, Buyer may provide employee of the Company and the U.S. Subsidiary with benefits under one or more of Micron’s employee benefit plans on substantially the same basis, in the aggregate, as those provided to similarly situated employees of Micron and its Subsidiaries. In connection therewith, (including A) for purposes of vesting, determining eligibility to participate participate, vesting and level entitlement to benefits where length of benefits) service is relevant under each any Micron employee benefit plan maintained (other than a Micron defined benefit plan or severance plan) and to the extent permitted by Buyers or any applicable Law, Buyer shall provide that the employees of their Subsidiaries, Buyers the Company and the U.S. Subsidiary shall cause such receive service credit under each Micron employee benefit plan to recognize the (other than a defined benefit plan or severance plan) for their period of service of each employee who is actively employed that has been recognized by the Companies and their Subsidiaries on Company or the Closing Date (collectively, the “Covered Employees”) to the same extent such service was recognized immediately U.S. Subsidiary prior to the Closing Date Share Swap Record Date, except where doing so would cause a duplication of benefits, and (B) Buyer will waive, or cause to be waived by Buyer’s affiliates, all limitations (to the extent waivable by Buyer or its affiliates, as the case may be) as to preexisting conditions exclusions (or actively at work or similar limitations), evidence of insurability requirements and waiting periods with respect to participation and coverage requirements applicable to the employees of the Company and the U.S. Subsidiary under a comparable Company Benefit Plan in which any medical, dental and vision plans that such Covered Employee was employees may be eligible to participate immediately prior in after the Share Swap Record Date. (b) Following the Share Swap Record Date, for all purposes under any Company Employee Plans that remain in place following the Share Swap Record Date, Buyer shall continue to the Closing Date; provided that the foregoing shall not apply with respect to benefit accrual under defined benefit pension plans or to the extent such operation would result in a duplication of benefits for a Covered Employee with respect to the same recognize each Company employee’s period of service or to the extent such period of service is not was recognized under by the applicable Buyer employee benefit plan for its similarly situated employees. In addition, Company and without limiting the generality of the foregoing, (i) each Covered Employee shall be immediately eligible to participate, without any waiting time, in any and all employee benefit plans maintained by Buyers or any of their Subsidiaries to the extent coverage under such plans is comparable to, and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this Agreement, and (ii) with respect to any health, dental, vision or other welfare plans of Buyers or any of their Subsidiaries (other than the Companies and their Subsidiaries) in which any Covered Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Buyer or U.S. Subsidiary plan to be waived with respect to such Covered EmployeeCompany Employee Plan prior to the Share Swap Record Date. (c) To the extent the Company Board and the Company’s shareholders have approved the payment of the legally-required employee bonus with respect to the Company’s 2015 earnings, and such bonus has not been distributed to employees prior to the Share Swap Record Date, Buyer shall cause the Company to distribute such bonus to the Company’s employees following the Share Swap Record Date. (d) Nothing herein shall be deemed to be a guarantee of employment for any employee of the Company or the U.S. Subsidiary for any period of time, or to restrict the right of the Company or the U.S. Subsidiary to terminate or cause to be terminated any employee at any time to the extent such limitation would have been waived permitted by applicable Law, for any or satisfied under no reason with or without notice. Notwithstanding the foregoing provisions of this Section 6.10, nothing contained herein, whether expressed or implied, shall be treated as an amendment or other modification of any Company Employee Plan or any employee compensation, incentive and benefit (including vacation) plans, programs, policies and arrangements maintained for the benefit of employees of the Company Benefit Plan or the U.S. Subsidiary as of and after the Share Swap Record Date by the Company or any other employee benefit plan, program or arrangement or the establishment of any employee benefit plan, program or arrangement. Parent, Buyer and the Company acknowledge and agree that all provisions contained in which such Covered Employee participated immediately prior to this Section 6.10 are included for the Closing Datesole benefit of Parent, Buyer and the Company, and that nothing herein, whether express or implied, shall create any third party beneficiary or other rights (yA) recognize in any healthother Person, dental including any employees, former employees, any participant in any employee benefit plan, program or vision expenses incurred by such Covered Employee in the plan year that includes the Closing Date for purposes of any applicable deductible and annual out-of-pocket expense requirements under any such health, dental or vision plan of Buyers arrangement (or any dependent or beneficiary thereof) of their Subsidiaries.the Company or the U.S. Subsidiary or (B) to continued employment with the Company or the U.S. Subsidiary or continued participation in any employee benefit plan, program or arrangement. Section 6.11

Employees. (a) For all purposes Purchaser shall make an offer of employment to a number of the Business Employees (including purposes all 25 Business Employees employed at the Sea-Tuk Warehouse who are currently participants in the Washington Meat Industry Pension Trust) at least equal to the minimum number that would be required to receive offers of vestingemployment, eligibility and Purchaser shall commit to participate and level retain a sufficient number of benefitsthose Business Employees who accept such offers (other than those who Purchaser terminates for cause) under each employee benefit plan maintained by Buyers or any for a sufficient period of their Subsidiariestime after Closing, Buyers shall cause such employee benefit plan to recognize avoid application of the service WARN Act to the termination of each employee who is actively employed employees by the AG Companies and their Subsidiaries on in connection with the Closing Date (collectively, the “Covered Employees”) to the same extent such service was recognized immediately prior to the Closing Date under a comparable Company Benefit Plan in which such Covered Employee was eligible to participate immediately prior to the Closing Date; provided that the foregoing shall not apply with respect to benefit accrual under defined benefit pension plans or to the extent such operation would result in a duplication of benefits for a Covered Employee with respect to the same period of service or to the extent such period of service is not recognized under the applicable Buyer employee benefit plan for its similarly situated employees. In additionContemplated Transactions, and without limiting the generality of the foregoing, such offer shall be conditioned only on (i) each Covered the occurrence of the Closing and (ii) satisfaction of Purchaser’s standard hiring criteria, including drug testing standards. Any liability or obligation resulting from any failure to comply with the WARN Act, other than Purchaser’s failure to comply with the provisions of this Section 7.03(a), shall be the sole responsibility of the AG Companies. Purchaser shall provide the Company weekly with information as to the number of Business Employees to whom it has made an offer of employment and the number of those offerees who have satisfied Purchaser’s standard hiring criteria, including drug testing standards. The Business Employees that Purchaser hires are referred to as the “Hired Employees”. Each Hired Employee who satisfies the eligibility criteria of Purchaser-sponsored group health plan (the “Health Plan”) shall be immediately eligible to participateenroll in the Health Plan. Upon proper completion and submission of any required enrollment forms, without any waiting time, in any and all employee benefit plans maintained by Buyers or any of their Subsidiaries to coverage for the extent coverage under such plans is comparable to, and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this Agreement, and (ii) with respect to any health, dental, vision or other welfare plans of Buyers or any of their Subsidiaries (other than the Companies Hired Employees and their Subsidiaries) in which any Covered Employee is eligible to participate for dependents shall be effective on the plan year in which such Covered Employee is Hired Employee’s first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility day of employment. Any waiting periods under such Buyer or Subsidiary plan to be waived with respect to such Covered Employee, to the extent such limitation would have been waived or satisfied under the Company Benefit Plan in which such Covered Employee participated immediately prior to the Closing Date, and (y) recognize any health, dental or vision expenses incurred by such Covered Employee period provisions in the plan year that includes the Closing Date for purposes of any applicable deductible Health Plan shall not apply to Hired Employees and annual out-of-pocket expense requirements under any such health, dental or vision plan of Buyers or any of their Subsidiarieseligible dependents.

Employees. Acquiror shall (a) For all purposes (including purposes use commercially reasonable efforts to cause any pre-existing conditions or limitations and eligibility waiting periods under any group health plans of vesting, eligibility Acquiror or its affiliates to participate and level of benefits) under each employee benefit plan maintained by Buyers or any of their Subsidiaries, Buyers shall cause such employee benefit plan be waived with respect to recognize the service of each employee who is actively Target employees that remain employed by Acquiror or the Companies and their Subsidiaries on the Closing Date Surviving Corporation (collectively, the “Covered Continuing Employees”) and their eligible dependents and to the same extent enroll such service was recognized immediately prior Continuing Employees in employee benefit plans of Acquiror generally available and provided to the Closing Date under a comparable Company Benefit Plan in which such Covered Employee was eligible to participate immediately prior to the Closing Date; provided that the foregoing shall not apply with respect to benefit accrual under defined benefit pension plans or all employees of Acquiror, (b) to the extent such operation would result in a duplication of benefits for a Covered permissible under Acquiror’s health and welfare plans, give each Continuing Employee with respect to the same period of service or to the extent such period of service is not recognized under the applicable Buyer employee benefit plan for its similarly situated employees. In addition, and without limiting the generality of the foregoing, (i) each Covered Employee shall be immediately eligible to participate, without any waiting time, in any and all employee benefit plans maintained by Buyers or any of their Subsidiaries to the extent coverage under such plans is comparable to, and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this Agreement, and (ii) with respect to any health, dental, vision or other welfare plans of Buyers or any of their Subsidiaries (other than the Companies and their Subsidiaries) in which any Covered Employee is eligible to participate credit for the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived with respect to such Covered Employee, to the extent such limitation would have been waived or satisfied under the Company Benefit Plan in which such Covered Employee participated immediately prior to the Closing Date, and (y) recognize any health, dental or vision expenses incurred by such Covered Employee in the plan year that includes the Closing Date for purposes of any Effective Time occurs towards applicable deductible deductibles and annual out-of-pocket expense requirements limits for medical expenses incurred prior to the Effective Time for which payment has been made, and (c) give such Continuing Employees service credit for their employment with Target for eligibility and vesting purposes under any such healthapplicable Acquiror Employee Plan (but not for benefit accrual or under any equity or quasi-equity compensation plan, dental any Retention Agreement or vision plan of Buyers similar compensation arrangement, or any defined benefit pension plan), as if such service had been performed with Acquiror. Notwithstanding the foregoing, it is currently anticipated that (i) Acquiror shall continue in effect Target’s existing health plan with Xxxxxx Permanente for Continuing Employees residing in Northern California in lieu of their Subsidiariesenrolling such Continuing Employees under any health plans of Acquiror or its affiliates and (ii) all other Target Employee Plans shall continue in effect until the end of the month in which the Closing Date occurs at which time the Continuing Employees shall be eligible to enroll in the Acquiror Employee Plans. Until the effective date of the enrollment of the Continuing Employees in a particular “employee benefit plan” within the meaning of Section 3(3) of ERISA (the “Acquiror Employee Plans”), Acquiror shall continue in effect without amendment or reduction in benefits the existing Target Employee Plan covering the same or similar benefits as would be covered by such Acquiror Employee Plan. Nothing in this Section 6.17 is intended to prevent Acquiror from terminating any of its benefit plans in a manner that does not affect the vested or other pre-existing rights of any Continuing Employee or shall be deemed in any way to guarantee the employment of any individual, change the "at will" status of any employment arrangement or otherwise grant any employee or other Person any rights under this Agreement.

Employees. (a) For all purposes (including purposes Commencing on the date hereof, each Member hereby agrees to make certain Persons available to perform services and work for the Company as and when requested by the Members Committee and approved by such Member. The relevant Member shall xxxx the Company at their employees' normal billing rates. Market-based consultant billing rates will be established for any salaried employee providing services to the Company. Members are encouraged to enter into fixed price, fixed time line contracts when appropriate, the details of vestingwhich are more fully discussed in the Services Agreements. Should the Company not pay said sum, eligibility to participate and level of benefits) under each employee benefit plan maintained by Buyers or any of their Subsidiariespart thereof, Buyers shall cause such employee benefit plan to recognize within 30 calendar days from the service of each employee who is actively employed by the Companies and their Subsidiaries on the Closing Date (collectively, the “Covered Employees”) to the same extent such service was recognized immediately prior to the Closing Date under a comparable Company Benefit Plan in which such Covered Employee was eligible to participate immediately prior to the Closing Date; provided that the foregoing shall not apply with respect to benefit accrual under defined benefit pension plans or to the extent such operation would result in a duplication of benefits for a Covered Employee with respect to the same period of service or to the extent such period of service is not recognized under the applicable Buyer employee benefit plan for its similarly situated employees. In addition, and without limiting the generality date of the foregoing, monthly invoice (i) each Covered Employee interest at the Interest Rate shall be immediately eligible to participateadditionally due and owing on the unpaid balance, without any waiting time, in any and all employee benefit plans maintained by Buyers or any of their Subsidiaries to from the extent coverage under such plans is comparable to, and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this Agreement, date past due and (ii) with respect the Member to which such sum is owed shall, effective 30 days following the delivery of written notice to the Company, have no further obligation pursuant to this Section 12.01 to make available to the Company any healthPersons until such unpaid balance plus all accrued interest shall have been paid; provided, dental, vision or other welfare plans that no Member shall be relieved of Buyers or any of their Subsidiaries its obligations pursuant to this Section 12.01 to make available any Persons if, following the delivery of written notice pursuant to this clause (other than ii) but prior to 30 days following such delivery, the Companies Company shall deliver to the relevant Member written notice setting forth in reasonable detail why the Company in good faith believes no unpaid amount is owed pursuant to this Section 12.01. The Company shall notify the relevant Member of any billing items in question. Such Member will research the items in question and their Subsidiaries) in which resolve any Covered Employee is eligible to participate differences with the Company. In the event any amount that was paid by the Company was not properly owed, then within 30 days after the delivery of such notice, the Company shall be reimbursed that amount with interest at the Interest Rate from the date the original payment was received until the adjustment was refunded. Upon the termination of this Agreement, each Member will xxxx the Company for the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived with respect to such Covered Employee, to actual costs incurred since the extent such limitation would have been waived or satisfied last billing under the Company Benefit Plan normal terms and conditions mentioned above. Each Member shall have the same audit rights in which such Covered Employee participated immediately prior respect of compensation due pursuant to the Closing Date, and (y) recognize any health, dental or vision expenses incurred by such Covered Employee in the plan year that includes the Closing Date for purposes of any applicable deductible and annual out-of-pocket expense requirements under any such health, dental or vision plan of Buyers or any of their Subsidiariesthis Section 12.01 as they have pursuant to Section 4.02(e).

Employees. (a) For all purposes (including purposes of vesting, eligibility to participate and level of benefits) under each Each employee benefit plan maintained by Buyers or any of their Subsidiaries, Buyers shall cause such employee benefit plan to recognize the service of each employee who is actively employed by the Companies and their Subsidiaries on the Closing Date that accepts employment with NewCo USA (collectively, the “Covered Transferred Employees”) and each other employee of a Purchased Entity that continues employment after the Closing Date (the “Continuing Business Employees”) will be credited for eligibility and vesting from the Closing Date under the benefit plans, programs and arrangements of the employing Purchased Entity (the “Purchaser Employer”) with their service to Seller or a Purchased Entity before the Closing Date to the same extent such service was recognized immediately prior credited under the comparable plans of the Seller or Purchased Entity employer. The applicable Purchaser Employer will give each Transferred Employee and Continuing Business Employee full credit for accrued vacation to the extent accrued on the Closing Date Statement. Purchaser will use commercially reasonable efforts to cause its third party providers of its Purchaser Employer employee benefit plans to waive all limitations as to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to Transferred Employees or Continuing Business Employee under a comparable Company Benefit Plan in which any welfare plan that such Covered Employee was employees may be eligible to participate immediately prior to in after the Closing Date; provided that the foregoing shall not apply with respect . Purchaser will use commercially reasonable efforts to benefit accrual under defined benefit pension plans cause any Purchaser Employer to provide each Transferred Employee or to the extent such operation would result in a duplication of benefits for a Covered Continuing Business Employee with respect to the same period of service or to the extent such period of service is not recognized under the applicable Buyer employee benefit plan credit for its similarly situated employees. In addition, any co-payments and without limiting the generality of the foregoing, (i) each Covered Employee shall be immediately eligible to participate, without any waiting time, in any and all employee benefit plans maintained by Buyers or any of their Subsidiaries to the extent coverage under such plans is comparable to, and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately deductibles paid before the consummation of the transactions contemplated by this Agreement, and (ii) with respect to any health, dental, vision or other welfare plans of Buyers or any of their Subsidiaries (other than the Companies and their Subsidiaries) in which any Covered Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived with respect to such Covered Employee, to the extent such limitation would have been waived or satisfied under the Company Benefit Plan in which such Covered Employee participated immediately prior to the Closing Date, and (y) recognize any health, dental or vision expenses incurred by such Covered Employee in the plan year that includes the Closing Date for purposes of in satisfying any applicable deductible and annual or out-of-pocket expense requirements under any welfare plans that such healthemployees are eligible to participate in after the Closing Date to the same extent as if those deductibles or co-payments had been paid under the welfare plans for which such employees are eligible after the Closing Date. Neither Purchaser nor any Purchased Entity will be responsible for any loss incurred by an insured Benefit Plan (known as a “run-out or deficit funding obligation”) of any Business Entity for claims occurring prior to Closing. Except as expressly set forth herein, dental or vision plan neither Purchaser nor any Purchaser Employer shall have any liability whatsoever on account of Buyers such Transferred Employee’s previous employment by Seller, nor shall Purchaser or any Purchaser Employer assume or otherwise be responsible for any past or future obligation of their SubsidiariesSeller to such Transferred Employee, other than those required by Law or those which are triggered by acts of Purchaser. Neither Purchaser nor any Purchased Entity shall have any liability whatsoever on account of any of Seller’s employees who is offered employment by a Purchased Entity and who rejects such offer. Purchaser shall be responsible for, and shall indemnify, defend and hold harmless Seller for, any Liability under the Worker Adjustment and Retraining Notification Act with regard to the Transferred Employees to the extent such Liabilities are triggered by job losses attributable to Purchaser’s acts or omissions not in compliance therewith, and provided that Seller has fully complied with its obligations under Section 6.12.

Employees. Effective as of the Closing Date and for a period of four (a4) For years from the Closing Date, ADS shall employ the Employees, except those terminated in accordance with ADS' employment policies and practices. ADS shall assume any and all purposes duties, obligations and responsibilities related to the Employees as of the Closing Date including, but not limited to, the following: (including i) ADS shall compensate the Employees consistent with the compensation paid similarly situated employees of ADS, but in any event will continue to compensate at the same level of base pay compensation being paid the Employees on the Effective Date, subject to future changes consistent with ADS' employment policies and practices; (ii) ADS shall provide immediate coverage for the Employees, effective as of 12:00 a.m. in Jacksonville, Texas on the Closing Date, under a group health insurance plan sponsored by ADS, which provides group health coverage consistent with that provided to similarly situated employees of ADS; (iii) ADS shall waive all waiting or qualification periods and pre-existing conditions limitations of such group health insurance plans for the Employees; (iv) ADS shall grant the Employees vacation and sick leave consistent with the vacation and sick leave granted similarly situated employees of ADS, but in any event not less than the same level to which the Employees are entitled as of the Effective Date; (v) ADS shall permit the Employees to use any unused vacation and sick leave during the remainder of calendar year 2003 subject to prior approval consistent with ADS' policies and practices; (vi) ADS shall permit the Employees to participate in ADS' 401(k) Plan, retirement, profit sharing, group life insurance, and any and all other employee benefit plans on the same basis as other employees of ADS; and (vii) ADS shall grant past service credit to the Employees for purposes of vestingeligibility and vesting under ADS' tax-qualified retirement plans and the ADS vacation plan and any other benefit plans for which prior service or vesting determines eligibility or benefits. Notwithstanding anything to the contrary in this Section 8.18.2, eligibility to participate and level ADS shall not employ, or provide benefits to, any Employees who are on a leave of benefits) under each employee benefit plan maintained by Buyers or any of their Subsidiaries, Buyers shall cause such employee benefit plan to recognize the service of each employee who is actively employed by the Companies and their Subsidiaries absence on the Closing Date (collectively, the “Covered Employees”) to the same extent until such service was recognized immediately prior to the Closing Date under a comparable Company Benefit Plan in which such Covered Employee was eligible to participate immediately prior to the Closing Date; provided that the foregoing shall not apply with respect to benefit accrual under defined benefit pension plans or to the extent such operation would result in a duplication time as they return from their leave of benefits for a Covered Employee with respect to the same period of service or to the extent such period of service is not recognized under the applicable Buyer employee benefit plan for its similarly situated employees. In addition, and without limiting the generality of the foregoing, (i) each Covered Employee shall be immediately eligible to participate, without any waiting time, in any and all employee benefit plans maintained by Buyers or any of their Subsidiaries to the extent coverage under such plans is comparable to, and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this Agreement, and (ii) with respect to any health, dental, vision or other welfare plans of Buyers or any of their Subsidiaries (other than the Companies and their Subsidiaries) in which any Covered Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived with respect to such Covered Employee, to the extent such limitation would have been waived or satisfied under the Company Benefit Plan in which such Covered Employee participated immediately prior to the Closing Date, and (y) recognize any health, dental or vision expenses incurred by such Covered Employee in the plan year that includes the Closing Date for purposes of any applicable deductible and annual out-of-pocket expense requirements under any such health, dental or vision plan of Buyers or any of their Subsidiariesabsence.

Employees. (a) For all purposes Prior to the Closing, (including purposes i) the employment of vesting, eligibility to participate and level each Business Employee who as of benefits) under each employee benefit plan maintained the date of this Agreement is not already employed by Buyers the Bank or any of their Subsidiaries, Buyers its Subsidiaries shall cause such employee benefit plan be transferred to recognize the service Bank or one of its Subsidiaries and (ii) the employment of each employee who is actively not a Business Employee shall be transferred to Parent or an Affiliate of Parent (other than the Bank or any of its Subsidiaries). All individuals employed by the Companies and their Bank or any of its Subsidiaries on immediately prior to the Closing Date shall automatically become employees of Purchaser and its Affiliates (collectivelywhich may be the Bank and its Subsidiaries) as of the Closing. Immediately following the Closing, (i) Purchaser shall cause each individual employed by the Bank or any of its Subsidiaries immediately prior to the Closing who continues in the employment of Purchaser or any of its Affiliates (each a “Covered EmployeesContinuing Employee”) to the same extent (x) receive base salary or wages, as applicable, as well as eligibility to be considered for incentive compensation (other than with respect to equity compensation) opportunities pursuant to employee benefit plans or arrangements maintained by Purchaser or any of its Subsidiaries that are no less favorable than those provided to each such service was recognized employee as of immediately prior to the Closing Date under a comparable Company Benefit Plan and (y) become eligible to participate in other Purchaser Plans that are employee benefit plans in which a similarly situated employee of Purchaser or such Covered of its Subsidiaries, as applicable, who was employed by Purchaser as of the Closing Date (“Similar Purchaser Employees”) are eligible to participate, to the extent such Continuing Employee was eligible to participate in a comparable Bank Plan immediately prior to the Closing Date; provided that the foregoing Closing. Nothing contained in this Section 5.9 shall not apply with respect (A) be construed to benefit accrual under defined benefit pension plans create (x) any third-party beneficiary rights in any current or to the extent such operation would result in a duplication of benefits for a Covered Employee with respect to the same period of service or to the extent such period of service is not recognized under the applicable Buyer former employee benefit plan for its similarly situated employees. In addition, and without limiting the generality of the foregoingBank, Purchaser or their Affiliates (iincluding any dependent or beneficiary thereof) each Covered Employee shall be immediately eligible to participate, without any waiting time, in any and all employee benefit plans maintained by Buyers or any of their Subsidiaries to the extent coverage under such plans is comparable to, and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this Agreement, and (ii) with respect to any health, dental, vision or other welfare plans of Buyers or any of their Subsidiaries (Person other than the Companies and their Subsidiariesparties to this Agreement (including any participant in any Bank Plan, or any dependent or beneficiary thereof) in which any Covered Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived with respect to such Covered Employee, to the extent such limitation would have been waived or satisfied under the Company Benefit Plan in which such Covered Employee participated immediately prior to the Closing Date, and (y) recognize any healthright to employment or continued employment for any specified period or to a particular term or condition of employment with Purchaser or its Affiliates, dental or vision expenses incurred (B) except as set forth in this Section 5.9, limit the ability of Purchaser or its Affiliates to amend, modify or terminate any Bank Plan, Purchaser Plan or other benefit plan, program, agreement or arrangement at any time assumed, established, sponsored or maintained by such Covered Employee in the plan year that includes the Closing Date for purposes of any applicable deductible and annual out-of-pocket expense requirements under any such health, dental or vision plan of Buyers or any of their Subsidiariesthem.

Employees. (a) For all purposes (including With respect to any employee of the Company or any Subsidiary who receives an offer of employment from Acquirer or the Surviving Corporation, the Company shall provide reasonable assistance to Acquirer in its efforts to enter into an offer letter and a confidential information and assignment agreement with such employee prior to the Closing Date. The compensation and benefits offered to each such employee shall be consistent with or in excess of the compensation rate and benefits provided to the employee by the Company or any Subsidiary, as applicable, as of the Agreement Date. Employees who accept such offers of employment will be eligible for the same benefits available to similarly-situated employees of Acquirer and will receive full credit for their lengths of service with the Company or any Subsidiary for purposes of vestingdetermining eligibility for such benefits, eligibility except that such prior service credit will not be required (i) with respect to participate accrued benefits under any defined benefit pension plan, (ii) to the extent that it results in a duplication of benefits or (iii) with respect to the vesting of awards under Acquirer’s equity compensation plans. Notwithstanding anything to the contrary in the foregoing, with the exception of the Named Employees, none of Acquirer, Merger Sub and level the Surviving Corporation shall have any obligation to make an offer of benefits) under each employment to any employee benefit plan maintained by Buyers of the Company or any Subsidiary. With respect to matters described in this Section 5.10, the Company will consult with Acquirer (and will consider in good faith the advice of their SubsidiariesAcquirer) prior to sending any notices or other communication materials to its employees. Effective no later than immediately prior to the Closing (or at such other time designated by Acquirer), Buyers the Company and each Subsidiary shall cause such employee benefit plan to recognize terminate the service employment of each employee of those Company employees or any Subsidiary employees who is actively employed by (i) have not received an offer of continued employment with Acquirer or the Companies and their Subsidiaries on Surviving Corporation prior to the Closing Date or (ii) have declined an offer of continued employment with Acquirer, the Surviving Corporation, or the Subsidiary prior to the Closing Date (collectively, the “Covered Designated Employees”) ). If the Company or any Subsidiary elects to offer severance pay or benefits to any Designated Employee, the same extent Company or Subsidiary, as applicable, shall require such service was recognized immediately prior Designated Employees to the Closing Date under execute a comparable Company Benefit Plan in which such Covered Employee was eligible Separation Agreement as a condition to participate immediately prior to the Closing Date; provided that the foregoing shall not apply with respect to benefit accrual under defined benefit pension plans or to the extent such operation would result in a duplication of benefits for a Covered Employee with respect to the same period of service or to the extent such period of service is not recognized under the applicable Buyer employee benefit plan for its similarly situated employees. In addition, and without limiting the generality receipt of the foregoingseverance pay or benefits. The Company or any Subsidiary, (i) each Covered Employee as applicable, shall be immediately eligible to participate, without any waiting time, in cause all unvested Company Options held by any and all employee benefit plans maintained by Buyers or any of their Subsidiaries to the extent coverage under such plans is comparable to, and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this Agreement, and (ii) with respect to any health, dental, vision or other welfare plans of Buyers or any of their Subsidiaries (other than the Companies and their Subsidiaries) in which any Covered Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan Designated Employees to be waived terminated in accordance with respect to their terms at the time of such Covered Employee, to the extent such limitation would have been waived or satisfied under the Company Benefit Plan in which such Covered Employee participated immediately prior to the Closing Date, and (y) recognize any health, dental or vision expenses incurred by such Covered Employee in the plan year that includes the Closing Date for purposes of any applicable deductible and annual out-of-pocket expense requirements under any such health, dental or vision plan of Buyers or any of their Subsidiariesterminations.

Employees. (a) For On or as soon as practicable following the Closing --------- Date, all purposes (including purposes employees of vestingthe Company, eligibility to participate and level and, as of benefits) under each employee benefit plan maintained by Buyers their respective hire dates with the Company or NetRatings or any of their Subsidiariesrespective subsidiaries, Buyers shall cause such employee benefit plan to recognize all employees of ACN and its affiliates who are Dedicated Employees (as defined in the service of each employee Services Agreement) and who is actively employed by the Companies and their Subsidiaries on following the Closing Date become employees of the Company or NetRatings or any of their respective subsidiaries as contemplated by the Services Agreement (collectively, the “Covered "Company Employees”) "), shall be ----------------- entitled to participate in all employee benefit plans, programs and arrangements maintained by NetRatings for the benefit of similarly situated employees as of the Closing Date or such hire date, as applicable (the "NetRatings Plans"). From ---------------- and after the Closing Date, or, with respect to Dedicated Employees, their respective hire dates with the Company or NetRatings or any of their respective subsidiaries, NetRatings shall, to the same extent permitted by the NetRatings Plans as of the Closing Date, cause the NetRatings Plans to (i) credit the Company Employees with all of the years and months of service they had been credited with under any comparable plan in which such service was recognized immediately Company Employees participated prior to the Closing Date under a comparable Company Benefit Plan in which such Covered Employee was eligible to participate immediately prior to the Closing Date; provided that the foregoing shall not apply with respect to benefit accrual under defined benefit pension plans or to the extent such operation would result in a duplication of benefits for a Covered Employee with respect to the same period of service or to the extent such period of service is not recognized under the applicable Buyer employee benefit plan for its similarly situated employees. In additionhire date (as applicable), and without limiting the generality of the foregoing, (i) each Covered Employee shall be immediately eligible to participate, without any waiting time, in any and all employee benefit plans maintained by Buyers or any of their Subsidiaries to the extent coverage under such plans is comparable to, and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this Agreement, and (ii) with respect to any health, dental, vision or other welfare plans of Buyers or any of their Subsidiaries (other than the Companies and their Subsidiaries) in which any Covered Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause waive any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary of the Company Employees for purposes of any employee welfare plan to be waived with respect to such Covered Employee, (within the meaning of Section 3(1) of ERISA) maintained by NetRatings to the extent such limitation would have been waived or satisfied condition was covered under the Company Benefit Plan in which such Covered Employee participated immediately prior to applicable plan maintained by the Closing DateCompany, and (yiii) recognize any health, dental or vision expenses and claims that are incurred by such Covered a Company Employee in the plan year that includes in which the Closing Date or hire date (as applicable) occurs and were recognized by a similar Company Employee Plan for purposes the purpose of any applicable computing deductible and annual outamounts, co-of-pocket expense requirements payments or other limitations on coverage under any such health, dental or vision plan of Buyers or any of their Subsidiariesthe NetRatings Plans.

Employees. (a) For Seller has advised Buyer that pursuant to the Management Agreement, all purposes (including purposes of vesting, eligibility to participate and level of benefits) under each employee benefit plan maintained Hotel Employees are employed by Buyers or any of their Subsidiaries, Buyers Hotel Manager. Seller shall cause such employee benefit plan Hotel Manager and its Affiliates to recognize terminate Seller's or Hotel Manager's (as applicable) employment of all of the service Hotel Employees as of each employee who is actively employed by the Companies and their Subsidiaries close of business on the Closing Date (collectively, the “Covered Employees”) to the same extent such service was recognized immediately prior to the Closing Date under a comparable Company Benefit Plan in which such Covered Employee was eligible to participate day immediately prior to the Closing Date; provided . Seller and Buyer acknowledge that after the foregoing Approval Date (or earlier, if either the Seller Acceleration Notice or Buyer Acceleration Notice is delivered and the applicable Released Deposit is released to Seller), Buyer may interview applicants for employment, which may include the present Hotel Employees (and applicants not among the Hotel Employees) and will decide in its sole and absolute discretion whether to employ any of such Hotel Employees after the Closing Date. At the Closing, Seller shall not apply with respect cause the Hotel Manager to benefit accrual under defined benefit pension plans pay off or otherwise be responsible for all wages, salaries and accrued vacation pay and sick pay, medical insurance, fringe benefits and payroll taxes, if any, due to the extent such operation would result in a duplication of benefits for a Covered Employee with respect to the same period of service or to the extent such period of service is not recognized under the applicable Buyer employee benefit plan for its similarly situated employees. In addition, and without limiting the generality of the foregoing, (i) each Covered Employee shall be immediately eligible to participate, without any waiting time, in any and all employee benefit plans maintained by Buyers or any of their Subsidiaries to the extent coverage under such plans is comparable to, and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this Agreement, and (ii) with respect to any health, dental, vision or other welfare plans of Buyers or any of their Subsidiaries Hotel Employees (other than the Companies Severance Obligations) on account of such termination or otherwise due as of such day. To the extent feasible without compromising Buyer's right to set initial terms and their Subsidiaries) in which any Covered Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participateconditions of employment, Buyers Buyer shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived accepted a trustee-to-trustee transfer of the funds and obligations representing the Hotel Employees' interests in a "Section 401(k) plan" maintained by Hotel Manager for their benefit (among others) and shall cause the creation of accounts representing such interests in a similar plan, if one is created, maintained or established at Buyer's sole discretion by Buyer (or by the party, if other than Buyer, which Buyer causes to employ any Hotel Employees) provided that Buyer is satisfied that (i) such 401(k) plan has received a favorable letter of determination as to its qualification under Section 401(a) of the Code, (ii) such plan has at all times been administered in conformity with respect to such Covered Employee, to the extent such limitation would have been waived or satisfied under the Company Benefit Plan in which such Covered Employee participated immediately prior to the Closing Dateterms of said plan and ERISA, and (yiii) recognize all filing and notification requirements required to properly effect such transfer are timely observed and performed by Hotel Manager. Buyer shall be responsible for any healthand all contingent or actual Severance Obligations and shall have full and exclusive power and authority, dental or vision expenses incurred by notwithstanding anything contained herein to the contrary to resolve such Covered Employee in matters. Buyer shall be responsible for severance obligations, if any, if Buyer assumes the plan year that includes the Closing Date for purposes employment contract of any applicable deductible and annual outnon-of-pocket expense requirements under any such health, dental Union employee of Seller or vision plan of Buyers or any of their SubsidiariesHotel Manager.

Employees. (ai) For all purposes Upon the earlier of (including purposes A) the date on which the operation of vestingthe Stations are consolidated in a single location and (B) January 1, eligibility 2002 (such earlier date sometimes referred to participate as the "Hire Date"), Nexstar shall offer employment to those employees of WYZZ-TV listed on Exhibit G hereto, at a comparable salary, position, and level place of benefits) under employment as held by each employee benefit plan maintained by Buyers or any of their Subsidiaries, Buyers shall cause such employee benefit plan to recognize the service of each employee who is actively employed by the Companies and their Subsidiaries on the Closing Date (collectively, the “Covered Employees”) to the same extent such service was recognized immediately prior to the Closing Effective Date under a comparable Company Benefit Plan in which (such Covered Employee was employees who are given and accept such offers of employment are referred to herein as the "Transferred Employees"). (ii) Nexstar shall cause all Transferred Employees as of the Hire Date to be eligible to participate in any "employee welfare benefit plans" and "employee pension benefit plans" (as defined in Section 3(1) and 3(2) of ERISA, respectively) of Nexstar in which similarly situated employees of Nexstar are generally eligible to participate; provided, however, that, subject to length of service requirement waiting periods, vesting 13 <PAGE> periods or similar requirements, all Transferred Employees and their spouses and dependents shall be eligible for coverage immediately prior to after the Closing Date; provided that the foregoing Hire Date (and shall not apply with respect to benefit accrual under defined benefit pension plans or be excluded from coverage on account of any preexisting condition) to the extent provided under such operation would result in a duplication of benefits for a Covered Employee Plans with respect to the same period Transferred Employees. (iii) For purposes of any length of service requirements, waiting periods, vesting periods, or differential benefits based on length of service in any such plan for which a Transferred Employee may be eligible after the Hire Date, Nexstar shall insure that, to the extent permitted by law, service by such period of Transferred Employee with WYZZ shall be deemed to have been service is not recognized under the applicable Buyer employee benefit plan for its similarly situated employeeswith Nexstar. In addition, Nexstar shall insure that each Transferred Employee receives credit under any welfare benefit plan of Nexstar for any deductibles or co-payments paid by such Transferred Employee and without limiting his/her dependents for the generality current plan year under a plan maintained by WYZZ. Nexstar shall grant credit to each Transferred Employee for all sick leave in accordance with the policies of Nexstar applicable generally to its employees after giving effective service for WYZZ as service for Nexstar. (iv) From and after the Hire Date, Nexstar shall pay, discharge, and be responsible for all salary, wages, and benefits arising out of or relating to the employment of the foregoing, Transferred Employees by Nexstar on and after the Hire Date. (i) each Covered Employee shall be immediately eligible to participate, without any waiting time, in any and all employee benefit plans maintained by Buyers or any of their Subsidiaries to the extent coverage under such plans is comparable to, and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this Agreement, and (ii) with respect to any health, dental, vision or other welfare plans of Buyers or any of their Subsidiaries (other than the Companies and their Subsidiaries) in which any Covered Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived with respect to such Covered Employee, to the extent such limitation would have been waived or satisfied under the Company Benefit Plan in which such Covered Employee participated immediately prior to the Closing Date, and (y) recognize any health, dental or vision expenses incurred by such Covered Employee in the plan year that includes the Closing Date for purposes of any applicable deductible and annual out-of-pocket expense requirements under any such health, dental or vision plan of Buyers or any of their Subsidiaries.d)

Employees. Xxxxx agrees to make an offer of employment as soon as practicable after the Closing to the employees as identified on Schedule 6.03 hereto (athe “Identified Employees”). Seller will (i) For cooperate with Buyer in all purposes respects with respect to and not discourage any employee from accepting Buyer’s offer of employment to the Identified Employees; (including purposes of vesting, eligibility ii) not solicit or make any counter offer to participate and level of benefits) under each employee benefit plan maintained by Buyers or retain any of their Subsidiariesthe Identified Employees; (iii) assign to Buyer and refrain from enforcing any confidentiality, Buyers shall cause such employee benefit plan non-competition or similar restrictive agreements against any Identified Employees related to recognize the service Coflex Business that it may have in place with Identified Employees who accept Buyer’s offer of employment; and (iv) pay to each employee Identified Employee who is actively employed by the Companies accepts Buyer’s offer of employment (A) all accrued but unused vacation time (where applicable) and their Subsidiaries on all other wages or compensation through the Closing Date as required by applicable Law and (collectively, B) a pro rata amount through the “Covered Employees”) Closing Date of any short term incentive bonus or commission for all periods prior to and up to the same extent Closing Date to which such service was recognized immediately Identified Employees would otherwise have become entitled to receive, in accordance with Seller’s existing policies and programs, but for the fact that they were not Employees of Seller or its Affiliates as of the end of any such period. Except for successor COBRA obligations, Buyer will have no liability or obligation of any nature under this Agreement or in connection with the transactions contemplated hereby with respect to any liabilities owed to Identified Employees prior to the Closing Date under a comparable Company Benefit Plan in which such Covered Employee was eligible nor to participate immediately prior to the Closing Date; provided that the foregoing shall any current or former employees of Seller or its Affiliates who are not apply with respect to benefit accrual under defined benefit pension plans or to the extent such operation would result in a duplication of benefits for a Covered Employee with respect to the same period of service or to the extent such period of service is not recognized under the applicable Buyer employee benefit plan for its similarly situated employees. In addition, and without limiting the generality of the foregoing, (i) each Covered Employee shall be immediately eligible to participate, without any waiting time, in any and all employee benefit plans maintained by Buyers Identified Employees or any Identified Employees who do not accept Buyer’s offer of their Subsidiaries to the extent coverage employment. Seller will have no liability or obligation of any nature under such plans is comparable to, and a replacement for, a Company Benefit Plan this Agreement or in which such Covered Employee participated immediately before the consummation of connection with the transactions contemplated by this Agreement, and (ii) hereby with respect to any health, dental, vision liabilities that become owing to Identified Employee on or other welfare plans of Buyers or any of their Subsidiaries (other than the Companies and their Subsidiaries) in which any Covered Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived with respect to such Covered Employee, to the extent such limitation would have been waived or satisfied under the Company Benefit Plan in which such Covered Employee participated immediately prior to after the Closing Date, unless otherwise agreed and (y) recognize any health, dental or vision expenses incurred by such Covered Employee specified in the plan year that includes the Closing Date for purposes of any applicable deductible and annual out-of-pocket expense requirements under any such health, dental or vision plan of Buyers or any of their SubsidiariesTransition Services Agreement.

Employees. (a) For all purposes As promptly as practicable after the Effective Time as determined in the reasonable discretion of Buyer, Buyer agrees to provide the employees of LNB who remain employed after the Effective Time (including purposes “Continuing Employees”) with at least the types and levels of vesting, eligibility employee benefits comparable in the aggregate to participate and level of benefits) under each employee benefit plan those maintained by Buyers Buyer for similarly-situated employees of Buyer. Buyer will treat, and cause its applicable benefit plans to treat, the service of the Continuing Employees with LNB as service rendered to Buyer or any of their Subsidiariesits Subsidiaries for purposes of eligibility to participate, Buyers shall cause vesting and for other appropriate benefits including, but not limited to, applicability of minimum waiting periods for participation (but not for benefit accrual under any such employee benefit applicable plan) and not for participation in or accrual under any retiree health plan to recognize or executive supplemental retirement plan of Buyer or any other entity which together with Buyer would be deemed a “single employer” within the service meaning of each employee who is actively employed by Section 4001 of ERISA or Code Sections 414(b), (c) or (m). Without limiting the Companies and their Subsidiaries on the Closing Date (collectivelyforegoing, the “Covered Employees”) but subject to the same terms and conditions of Buyer’s health and similar plans, Buyer shall not treat any Continuing Employee as a “new” employee for purposes of any exclusions under any health or similar plan of Buyer for a pre-existing medical condition to the extent that any such service was recognized exclusion did not apply under a health or similar plan of LNB immediately prior to the Closing Date under a comparable Company Benefit Plan in which such Covered Employee was eligible to participate immediately prior to the Closing Date; provided that the foregoing shall not apply with respect to benefit accrual under defined benefit pension plans or to the extent such operation would result in a duplication of benefits for a Covered Employee with respect to the same period of service or to the extent such period of service is not recognized under the applicable Buyer employee benefit plan for its similarly situated employees. In additionEffective Time, and without limiting the generality of the foregoingany deductibles, (i) each Covered Employee shall be immediately eligible to participate, without any waiting time, in any and all employee benefit plans maintained by Buyers co-payments or any of their Subsidiaries to the extent coverage under such plans is comparable to, and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this Agreement, and (ii) with respect to any health, dental, vision or other welfare plans of Buyers or any of their Subsidiaries (other than the Companies and their Subsidiaries) in which any Covered Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived with respect to such Covered Employee, to the extent such limitation would have been waived or satisfied under the Company Benefit Plan in which such Covered Employee participated immediately prior to the Closing Date, and (y) recognize any health, dental or vision expenses incurred by such Covered Employee in the plan year that includes the Closing Date for purposes of any applicable deductible and annual out-of-pocket expense requirements expenses paid under any such healthof LNB’s health plans shall be credited towards deductibles, dental co-payments or vision plan out-of-pocket expenses under Buyer’s health plans upon delivery to Buyer of Buyers appropriate documentation. Buyer agrees to pay to each employee of LNB that is not covered by a written employment agreement or other agreement providing for severance and either (i) is not offered continued employment by Buyer or its Subsidiaries after the Effective Time, or (ii) is terminated by Buyer or any of their its Subsidiaries., without cause, within six months following the Effective Time, a severance payment equal to two weeks of his or her then current base salary multiplied by the number of total completed years of service with the LNB; provided, however, that the minimum severance payment shall equal four weeks of his or her base salary and the maximum severance payment shall not exceed 26 weeks of his or her base salary. For the purposes of this Section 6.5(a), “

Employees. (a) For all purposes each Continuing Employee, for one year following the Effective Time, Parent, in its sole discretion, will either (including purposes of vesting, eligibility a) continue (or cause the Surviving Corporation to participate and level of benefits) under each employee benefit plan maintained by Buyers or any of their Subsidiaries, Buyers shall cause such employee benefit plan to recognize the service of each employee who is actively employed by the Companies and their Subsidiaries on the Closing Date (collectively, the “Covered Employees”continue) to maintain the Company Employee Plans on substantially the same extent such service was recognized terms as in effect immediately prior to the Closing Date under a comparable Agreement Date, or (b) arrange for each participant (including, without limitation, all dependents) in the Company Benefit Plan in which such Covered Employee was eligible plans (the “Company Participants”) to participate immediately in substantially similar plans or arrangements, as determined on a plan-by-plan basis or an arrangement-for-arrangement basis of Parent or its applicable Subsidiary (“Parent Plans”), or (c) a combination of clauses (a) and (b) so that each Company Participant shall have compensation and benefits, as determined on a plan-by-plan basis based upon Company Employee Plans or an arrangement-for-arrangement basis, at least equivalent to the compensation and benefits provided to each Company Participant under the Company Employee Plans prior to the Agreement Date. To the extent Parent elects to have Company Participants participate in the Parent Plans following the Closing Date; provided that the foregoing shall not apply with respect to benefit accrual under defined benefit pension plans or , to the extent such operation would result in a duplication of benefits for a Covered Employee with respect to permissible under applicable Law and the same period of service or to the extent such period of service is not recognized under the applicable Buyer employee benefit plan for its similarly situated employees. In addition, and without limiting the generality of the foregoingParent Plans, (i) each Covered Employee shall be immediately eligible Company Participant will receive credit for purposes of eligibility to participate, without any waiting time, in any participate and all employee benefit plans maintained by Buyers vesting under such Parent Plans for years of service with the Company (or any of their Subsidiaries to the extent coverage under such plans is comparable to, and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this Agreement, and (iiits predecessors) with respect to any health, dental, vision or other welfare plans of Buyers or any of their Subsidiaries (other than the Companies and their Subsidiaries) in which any Covered Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived with respect to such Covered Employee, to the extent such limitation would have been waived or satisfied under the Company Benefit Plan in which such Covered Employee participated immediately prior to the Closing Date, and (yii) recognize Parent will cause any healthand all pre-existing condition limitations, dental or vision expenses incurred by eligibility waiting periods and evidence of insurability requirements under any Parent Plans that are group health plans in which such Covered Employee in Company Participant will participate to be waived with respect to the plan year that includes in which the Closing Date Effective Time occurs and will provide credit for any co-payments and deductibles prior to the Effective Time for purposes of satisfying any applicable deductible and annual deductible, out-of-pocket expense or similar requirements under any such healthplans with respect to the plan year in which the Effective Time occurs that may apply after the Effective Time. To the extent permissible under applicable Law and the Parent Plans, dental all vacation accrued by Continuing Employees under the vacation policies of the Company or vision predecessors shall be carried over by Parent and shall be permitted to be maintained up to the levels permitted under the applicable policy of the Company or its predecessors and shall not be subject to accrual limits or other forfeiture and shall not limit future accruals; provided, however, the foregoing shall not require Parent to permit any vacation accrual to extend past the last day of the plan year in which the Effective Time occurs. In each case, base salary and bonus or commission opportunity targets and structure as of Buyers immediately prior to the Effective Time shall not be decreased for a period of one year following the Effective Time for any Continuing Employee who continues to be employed by Parent, the Surviving Corporation or their respective Subsidiaries during that period. Nothing in this Section 5.4(a) shall limit the right of Parent or the Surviving Corporation to terminate the employment of any of their SubsidiariesContinuing Employee.

Employees. (a) For Except as provided herein, all purposes (including purposes persons who are employees of vesting, eligibility to participate and level of benefits) under each employee benefit plan maintained by Buyers or any of their Subsidiaries, Buyers shall cause such employee benefit plan to recognize the service of each employee who is actively employed by the Companies and their Subsidiaries on the Closing Date (collectively, the “Covered Employees”) to the same extent such service was recognized AirPatrol immediately prior to the Closing Date under shall be deemed “at-will” employees of (x) Surviving Corporation I from and after the Effective Time of Merger I and (y) Surviving Corporation II from and after the Effective Time of Merger II. In addition, on or before the Closing Date each of Xxxxx Xxxxx, Xxx Xxxx-Xxxxxxx, Sage Xxxxxxxxx and Xxxxx Xxxxxxxxx will execute employment agreements with Surviving Corporation I, in a comparable Company Benefit Plan form mutually agreeable to Acquiror and such employee. Each employee of AirPatrol who continues as an employee of Surviving Corporation II after the Closing Date shall be referred to hereafter as a “Continuing Employee.” Continuing Employees shall be eligible to receive benefits in which such Covered Employee was connection with their employment on substantially the same terms as benefits are provided to similarly situated employees of the Acquirer and consistent with Acquiror’s applicable human resources policies. Continuing Employees shall be eligible to participate in a profit sharing plan of the Surviving Corporation II on similar terms available to such employees under the profit sharing plan of AirPatrol in effect immediately prior to the Closing Date; provided that . Acquiror shall ensure that, as of the foregoing shall not apply Closing Date, each Continuing Employee receives full credit (for all purposes, including eligibility to participate, vesting, vacation entitlement and severance benefits, but excluding benefit accrual) for service with respect to benefit accrual under defined benefit pension plans AirPatrol (or predecessor employers to the extent AirPatrol provides such operation would past service credit under its employee benefit plans) under each of the comparable employee benefit plans, programs and policies of Acquiror and the Surviving Corporation (and, if applicable, any of their Affiliates) in which such Continuing Employee becomes a participant; provided, however, that no such service recognition shall result in a any duplication of benefits for a Covered Employee with benefits. As of the Closing Date, Acquiror shall, or shall cause the Surviving Corporation II or relevant Affiliate to, credit to Continuing Employees the amount of vacation time that such employees had accrued under any applicable AirPatrol benefit plan or program as of the Closing Date. With respect to each health or welfare benefit plan maintained by Acquiror, Surviving Corporation II or the same period relevant Affiliate for the benefit of service or any Continuing Employees, subject only to the extent such period any required approval of service is not recognized under the applicable Buyer employee benefit plan for its similarly situated employees. In additioninsurance provider, and without limiting the generality of the foregoingif any, Acquiror shall (i) each Covered Employee shall cause to be immediately eligible to participatewaived any eligibility waiting periods, without any waiting time, in any evidence of insurability requirements and all employee benefit plans maintained by Buyers or any the application of their Subsidiaries to the extent coverage under such plans is comparable to, and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this Agreement, and (ii) with respect to any health, dental, vision or other welfare plans of Buyers or any of their Subsidiaries (other than the Companies and their Subsidiaries) in which any Covered Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived with respect to such Covered Employee, to the extent such limitation would have been waived or satisfied under the Company Benefit Plan in which such Covered Employee participated immediately prior to the Closing Dateplan, and (yii) recognize any health, dental or vision expenses incurred cause each Continuing Employee to be given credit under such plan for all amounts paid by such Covered Continuing Employee in under any similar AirPatrol benefit plan or program for the plan year that includes the Closing Date for purposes of any applicable deductible applying deductibles, co-payments and annual out-of-pocket expense requirements under any maximums as though such healthamounts had been paid in accordance with the terms and conditions of the applicable plan maintained by Acquiror, dental Surviving Corporation II or vision the relevant Affiliate, as applicable, for the plan of Buyers or any of their Subsidiariesyear in which the Closing Date occurs.

Employees. (a) For all purposes (including purposes of vestingAscend will, eligibility or will cause Stratus or the appropriate Subsidiary to participate and level of benefits) under each employee benefit plan maintained give individuals who are employed by Buyers Stratus or any of their Subsidiariesits Subsidiaries as of the Effective Time and who remain employees of Stratus or such Subsidiary following the Effective Time (each such employee, Buyers shall cause such an "Affected Employee") full credit for purposes of eligibility, vesting, benefit accrual and determination of the level of benefits under any employee benefit plan to recognize the plans or arrangements maintained by Ascend, Stratus or any such Subsidiary for such Affected Employees' service of each employee who is actively employed by the Companies and their Subsidiaries on the Closing Date (collectively, the “Covered Employees”) with Stratus or any affiliate thereof to the same extent such service was recognized immediately prior to the Closing Date Effective Time. (b) Ascend will, or will cause Stratus or the appropriate Subsidiary to (i) waive all limitations as to pre-existing conditions exclusions and waiting periods with respect to participation and coverage requirements applicable to the Affected Employees under a comparable Company Benefit Plan in which any welfare benefit plans that such Covered Employee was employees may be eligible to participate in after the Effective Time, other than limitations or waiting periods that are already in effect with respect to such employees and that have not been satisfied as of the Effective Time under any welfare plan maintained for the Affected Employees immediately prior to the Closing Date; provided that the foregoing shall not apply with respect to benefit accrual under defined benefit pension plans or to the extent such operation would result in a duplication of benefits for a Covered Employee with respect to the same period of service or to the extent such period of service is not recognized under the applicable Buyer employee benefit plan for its similarly situated employees. In addition, and without limiting the generality of the foregoing, (i) each Covered Employee shall be immediately eligible to participate, without any waiting time, in any and all employee benefit plans maintained by Buyers or any of their Subsidiaries to the extent coverage under such plans is comparable to, and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this AgreementEffective Time, and (ii) provide each Affected Employee with respect credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any health, dental, vision applicable deductible or other out- of-pocket requirements under any welfare plans of Buyers or any of their Subsidiaries (other than the Companies and their Subsidiaries) in which any Covered Employee is that such employees are eligible to participate in after the Effective Time. (c) As of the Effective Time, Ascend shall expressly assume and agree to perform in accordance with their terms, all employment, severance and other compensation agreements then existing between Stratus or any Subsidiary with any director, officer or employee thereof. (d) Notwithstanding the foregoing, Ascend agrees to provide or to cause the Surviving Corporation to provide Affected Employees, for a period of one year following the Effective Time, with employee benefit plans or arrangements, including the Stratus severance plan year and policy, that are, in which such Covered Employee is first eligible the aggregate, not less favorable than those provided to participate, Buyers shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived with respect to such Covered Employee, to the extent such limitation would have been waived or satisfied under the Company Benefit Plan in which such Covered Employee participated Affected Employees immediately prior to the Closing DateEffective Time. Ascend agrees to provide Affected Employees with a written description of such plans and arrangements promptly following the Effective Time. (e) Commencing on the first anniversary of the Effective Time (unless Ascend consents to an earlier commencement date), the Affected Employees shall be eligible to participate in Ascend's employee benefit plans and (y) recognize any healtharrangements in which similarly situated employees of Ascend or affiliates of Ascend participate, dental to the same extent as such similarly situated employees of Ascend or vision expenses incurred by such Covered Employee in the plan year that includes the Closing Date for purposes affiliates of any applicable deductible and annual out-of-pocket expense requirements under any such health, dental or vision plan of Buyers or any of their Subsidiaries.Ascend. Section 6.15

Employees. (a) For all purposes (including purposes a period of vestingat least one year after the Effective Time, eligibility to participate and level of benefits) under each employee benefit plan maintained by Buyers Parent shall, or any of their Subsidiaries, Buyers shall cause the Surviving Corporation to, maintain employee base salary amounts for the employees of the Company and its Subsidiaries (the "COMPANY EMPLOYEES") that are at least equal to amounts that they are currently receiving with the Company and its Subsidiaries; after such year, employee benefit plan base salary amounts for Company Employees shall be, in the reasonable judgment of Parent, no less favorable to recognize them than the service base salary amounts provided to similarly situated employees of each Parent. For a period of at least one year after the Effective Time, Parent shall, or shall cause the Surviving Corporation to, maintain employee who is actively employed by the Companies and their Subsidiaries on the Closing Date (collectively, the “Covered Employees”) bonus opportunities for Company Employees that are at least equal to opportunities to which they were entitled with respect to the same extent fiscal year ended December 31, 2000; after such service was recognized immediately year, employee bonus opportunities for Company Employees shall be, in the reasonable judgment of Parent, no less favorable to them than the bonus opportunity provided to similarly situated employees of Parent. Notwithstanding the foregoing two sentences, if there is an across-the-board reduction in the base salaries or bonus opportunities of all or substantially all of the employees of Parent or the professional services business of Parent, then the base salaries or bonus opportunities of Company Employees may also be reduced as a part of that reduction effort. Until Company Employees receive benefits under benefits arrangements provided to similarly situated employees of Parent ("PARENT PLANS"), Parent shall, or shall cause the Surviving Corporation, to maintain the Employee Plans for the benefit of Company Employees. Parent shall, or shall cause the Surviving Corporation to, give each Company Employee full credit in respect of his or her employment with the Company or its Subsidiaries prior to the Closing Date under a comparable Company Benefit Plan in which such Covered Employee was eligible to participate immediately prior to the Closing Date; provided that the foregoing shall not apply with respect to Effective Time for purposes of eligibility, vesting, level of benefits and service, other than benefit accrual under any defined benefit pension plans plans, under any applicable Employee Plan (in accordance with the terms of such Employee Plan) or Parent Plan (to the extent that the applicable Employee Plan gave such operation would result in a credit); provided, however that solely to the extent necessary to avoid duplication of benefits for a Covered Employee benefits, amounts payable under the Parent Plans may be reduced by amounts payable under the applicable Company Plans with respect to the same period periods of service or to the extent such period of service is not recognized under the applicable Buyer employee benefit plan for its similarly situated employees. In addition, and without limiting the generality of the foregoing, (i) each Covered Employee shall be immediately eligible to participate, without any waiting time, in any and all employee benefit plans maintained by Buyers or any of their Subsidiaries to the extent coverage under such plans is comparable to, and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this Agreement, and (ii) with respect to any health, dental, vision or other welfare plans of Buyers or any of their Subsidiaries (other than the Companies and their Subsidiaries) in which any Covered Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived with respect to such Covered Employee, to the extent such limitation would have been waived or satisfied under the Company Benefit Plan in which such Covered Employee participated immediately prior to the Closing Date, and (y) recognize any health, dental or vision expenses incurred by such Covered Employee in the plan year that includes the Closing Date for purposes of any applicable deductible and annual out-of-pocket expense requirements under any such health, dental or vision plan of Buyers or any of their Subsidiariesservice.

Employees. (a) For all purposes (including purposes of vestingParent may, eligibility to participate and level of benefits) under each in its sole discretion, continue any Company Benefit Plan or employee benefit plan maintained by Buyers policy or any of their Subsidiaries, Buyers shall cause such employee benefit plan to recognize the service of each employee who is actively employed by the Companies and their Subsidiaries on the Closing Date (collectively, the “Covered Employees”) to the same extent such service was recognized program in effect immediately prior to the Closing Date (each a “Pre-Merger Plan”), including a 401(k) plan or medical plan, for any period of time after the Closing for the benefit of any employees of the Company and its subsidiaries (collectively, the “Company Employees” and, each individually, a “Company Employee”). To the extent Parent does not continue a Pre-Merger Plan applicable to a Company Employee, such Company Employee shall be eligible, subject to the provisions herein, to participate in any corresponding Employee Benefit Plan maintained by Parent providing benefits to any Company Employee after the Closing Date (the “Post-Merger Plans”) to the extent such Post-Merger Plan replaces similar coverage under such Pre-Merger Plan. Parent will, or will cause its Subsidiaries to, give Company Employees full credit under any such Post-Merger Plan for their years of service with the Company or any of its Subsidiaries to the same extent recognized by the Company or such Subsidiary under the corresponding Pre-Merger Plan immediately prior to the Closing Date for purposes of eligibility and vesting (excluding vesting in equity based awards, eligibility for post-employment welfare benefits and benefit accruals, including without limitation, any benefit accruals under any defined benefit person plan that is a comparable tax qualified plan under Code Section 401(a)). Except as set forth on Schedule 4.18, the value of the compensation and benefits provided under the Pre-Merger Plans or the Post-Merger Plans, as applicable in accordance with the foregoing, to Company Employees, taken as a whole, after the Closing Date shall be substantially equivalent to the value of the compensation and benefits provided under the Company Benefit Plan in which such Covered Employee was eligible Plans (determined without regard to participate awards under the Company Incentive Plans) to the Company Employees, taken as a whole, immediately prior to the Closing Date; provided that the foregoing shall not apply with respect to benefit accrual under defined benefit pension plans or to the extent such operation would result in a duplication of benefits for a Covered Employee with respect to the same period of service or to the extent such period of service is not recognized under the applicable Buyer employee benefit plan for its similarly situated employees. In addition, and without limiting the generality of the foregoing, : (i) each Covered Company Employee shall be immediately eligible to participate, without any waiting time, in any and all employee benefit plans maintained by Buyers or any of their Subsidiaries Post-Merger Plans to the extent coverage under such plans is comparable toPost-Merger Plan replaces coverage under any Pre-Merger Plan; provided, and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this Agreement, and (ii) with respect to any health, dental, vision or other welfare plans of Buyers or any of their Subsidiaries (other than the Companies and their Subsidiaries) in which any Covered Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived with respect to such Covered Employeehowever, to the extent such limitation would have been waived or satisfied under the Company Benefit Employee is not covered by a Pre-Merger Plan in which such Covered Employee participated immediately prior to the Closing DateDate due to failure to satisfy the applicable waiting period, such Company Employee shall be subject to the waiting time applicable to a Parent employee with respect to the corresponding Post-Merger Plan that replaces such Pre-Merger Plan (giving full service credit for service by such Company Employee with the Company in satisfying such waiting time); provided further, to the extent a Company Employee is covered by a Pre-Merger Plan but does not satisfy the service requirements for the corresponding Post-Merger Plan, the Post-Merger Plan may allow such Company Employee to participate in such Post-Merger Plan or Parent shall continue the Pre-Merger Plan for such Company Employee or otherwise provide comparable substitute coverage; and (ii) for purposes of each Post-Merger Plan providing medical, dental, pharmaceutical and/or vision benefits to any Company Employee, Parent shall cause all pre-existing condition exclusions and actively-at-work requirements of such Post-Merger Plan to be waived for such Company Employee and his or her covered dependents, and (y) recognize Parent shall cause any health, dental or vision eligible expenses incurred by such Covered Company Employee in and his or her covered dependents during the portion of the plan year that includes of the Closing Date Pre-Merger Plan ending on the date such Company Employee’s participation in the corresponding Post-Merger Plan begins to be taken into account under such Post-Merger Plan for purposes of any applicable deductible satisfying all deductible, coinsurance and annual maximum out-of-pocket expense requirements under applicable to such Company Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such Post-Merger Plan. Nothing in this Agreement shall constitute an amendment to, or be construed as amending, any such healthBenefit Plan sponsored, dental maintained or vision plan of Buyers contributed to by the Company, Parent or any of their respective Subsidiaries.

Employees. (a) For all purposes a period of twelve (including 12) months following the Closing Date (or, if earlier, the date of termination of employment of the relevant Continuing Employee), Acquirer shall (or Acquirer shall cause the Surviving Entity or one of Acquirer’s subsidiaries to) provide to each Continuing Employee the same base salary or wage rate and target cash incentive opportunity that, in each case, were provided to such Employee by the Company or such Subsidiary, as applicable, as of immediately prior to 61 the Effective Time, and, until December 31, 2021 (or, if earlier, the date of termination of employment of the relevant Continuing Employee), employee benefits (other than equity based benefits) that are no less favorable than those provided to such Continuing Employee immediately prior to the Effective Time. For purposes of vesting, determining eligibility to participate and level entitlement to benefits where length of benefitsservice is relevant under any Acquirer employee benefit generally applicable to employees of Acquirer and its subsidiaries (a “Acquirer Plan”) and to the extent permitted by applicable Law, Acquirer shall provide that the Continuing Employees shall receive service credit under each employee benefit plan maintained by Buyers or any Acquirer Plan for their period of their Subsidiaries, Buyers shall cause such employee benefit plan to recognize service with the service of each employee who is actively employed by Company and the Companies Subsidiaries (and their Subsidiaries on the Closing Date (collectivelyrespective predecessors, the “Covered Employees”if any) to the same extent such service was recognized immediately prior to the Closing Date under a comparable Company Benefit Plan in which such Covered Employee was eligible to participate immediately prior to the Closing Date; provided Closing, except that the foregoing shall not apply with respect to benefit accrual or level of benefits (except under defined benefit pension plans a vacation, paid time off or severance plan), to any equity incentive compensation plan or to the extent such operation credit would result in a duplication of benefits for a Covered Employee with respect to the same period of service service. Any vacation or paid time off accrued but unused by a Continuing Employee as of immediately prior to the extent Effective Time shall be credited to such period of service is not recognized under Continuing Employee following the applicable Buyer employee benefit plan for its similarly situated employeesEffective Time. In addition, and without limiting the generality of the foregoing, to the extent permitted by an Acquirer plan: (i) Acquirer shall make commercially reasonable efforts such that each Covered Continuing Employee shall be immediately eligible to participate, without any waiting time, in any and all employee benefit plans maintained by Buyers or any of their Subsidiaries Acquirer Plans to the extent that coverage under such plans is Acquirer Plans replaces coverage under comparable to, and a replacement for, a Company Benefit Plan Plans in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this Agreement, and (ii) with respect to any health, dental, vision or other welfare plans of Buyers or any of their Subsidiaries (other than the Companies and their Subsidiaries) in which any Covered Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived with respect to such Covered Employee, to the extent such limitation would have been waived or satisfied under the Company Benefit Plan in which such Covered Continuing Employee participated immediately prior to the Closing Date, and Closing; (yii) recognize any health, dental or vision expenses incurred by such Covered Employee in the plan year that includes the Closing Date for purposes of each Acquirer Plan providing medical, dental, pharmaceutical and/or vision benefits to any applicable deductible Continuing Employee, Acquirer shall use commercially reasonable efforts to cause all pre-existing condition exclusions of such Acquirer Plan to be waived for such Continuing Employee and annual out-of-pocket expense his or her covered dependents, to the extent such conditions or requirements have been satisfied by the Continuing Employee under any such health, dental or vision the equivalent Company plan of Buyers or any of their Subsidiariesprior to the Closing.

Employees. For at least one year following the Closing Date, except as otherwise set forth on Schedule 7.3, the Buyer shall cause the Company to continue to maintain for all employees of the Company as of the Closing Date who continue employment with the Company on and after the Closing (a“Continuing Employees”) For the wages, salary and bonus opportunities and employee benefit plans of the Buyer or its Affiliates that are no less favorable in the aggregate to the wages, salary, bonus opportunities and employee benefit plans offered to such Continuing Employees by the Company immediately prior to the Closing; provided, however, that: in each case, (i) any Change In Control Payment, any profit sharing arrangement (other than a qualified plan), phantom equity, change of control or retention bonus provided by the Company prior to the Closing is not required to be maintained or provided after the Closing (provided that the Company shall maintain its obligations to pay the Xxxxx & Xxxxx Retention Amount) or otherwise substituted for purposes of satisfying the Buyer’s obligations hereunder which obligation will be evaluated without inclusion of such items; (ii) service prior to the Closing with the Company and its Affiliates shall be credited to Continuing Employees for all purposes (including purposes of vesting, eligibility to participate and level of benefitsother than benefit accrual under a defined benefit pension plan) under each employee benefit the Buyer’s plans; and (iii) credit shall be received by Continuing Employees under the Buyer’s group health plan maintained by Buyers or any plans for the year of their Subsidiaries, Buyers shall cause initial participation in such employee benefit plan to recognize or plans for deductibles and co-pays met under the service respective group health plan or plans of each employee who is actively employed by the Companies and their Subsidiaries on Company for the Closing Date (collectively, the “Covered Employees”) same year to the same extent that such service credit was recognized immediately prior to the Closing Date under a comparable an analogous Company Benefit Plan Plan, in which such Covered Employee was eligible to participate immediately prior to the Closing Date; provided that the foregoing shall not apply with respect to benefit accrual under defined benefit pension plans or each case except to the extent such operation crediting would result in a duplication of benefits for a Covered Employee with respect or retroactive application. Further, the Buyer shall waive, or cause to the same period of service or to the extent such period of service is not recognized under the applicable Buyer employee benefit plan for its similarly situated employees. In additionbe waived, and without limiting the generality of the foregoing, (i) each Covered Employee shall be immediately eligible to participate, without any waiting time, in any and all employee benefit plans maintained by Buyers or any of their Subsidiaries to the extent coverage under such plans is comparable to, and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this Agreement, and (ii) with respect to any health, dental, vision or other welfare plans of Buyers or any of their Subsidiaries (other than the Companies and their Subsidiaries) in which any Covered Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility limitations, exclusions, actively at work requirements and waiting periods under such any Buyer or Subsidiary plan to be waived with respect to such Covered Employeeplans, except to the extent that such limitation pre-existing condition limitations, exclusions, actively at work requirements and waiting periods would not have been satisfied or waived or satisfied under the comparable Company Benefit Plan in which such Covered Employee participated employee benefit plan immediately prior to the Closing Date. Nothing contained in this Agreement shall be construed, and (y) recognize express or implied, as amending, modifying, or establishing any healthbenefit plan, dental program, arrangement, or vision expenses incurred by such Covered Employee in the plan year that includes the Closing Date for purposes agreement, or otherwise confer upon any other Person any rights or remedies of any applicable deductible nature whatsoever under or by reason of this Section 7.3. The parties hereto acknowledge and annual out-of-pocket expense requirements under agree that (i) the terms set forth in this Section 7.3 shall not create any such healthright in any employee or any other Person to any continued employment with the Company, dental or vision plan of Buyers Buyer or any of their Subsidiariesrespective Affiliates; and (ii) the parties hereto acknowledge and agree that no employee is a third party beneficiary of this Section 7.3.

Employees. To the extent Buyer or Merger Sub effectuates terminations of the Continuing Employees in the six months following the Closing Date in such a manner that such terminations constitute a “mass layoff” and/or “plant closing” as those terms are defined in WARN, or comparable conduct under any similar law, Buyer and/or Merger Sub, as applicable, agree to comply fully with the requirements of WARN or such applicable state Law, as reasonably determined by Buyer in its sole discretion (after consulting with legal counsel with a specialization in WARN); provided, however, that the foregoing covenant shall be subject to and contingent upon the Company’s having provided to Buyer and/or Merger Sub, as applicable, as soon as practicable following the Closing Date but in no event later than three days following the Closing Date, any and all information relating to employee terminations that occurred within 60 days prior to Closing that Buyer and/or Merger Sub reasonably determines is necessary and appropriate to comply with the foregoing covenant. For a period of one year following the Closing Date, the Buyer shall provide or cause to be provided (a) For all purposes (including purposes of vesting, eligibility to participate and level of benefits) under each employee benefit plan maintained by Buyers of the Company or any of their Subsidiaries, Buyers shall cause such employee benefit plan to recognize the service of each employee its Affiliates who is actively employed by the Companies continues in employment on and their Subsidiaries on after the Closing Date (collectivelyeach a “Continuing Employee”), the “Covered Employees”) to the same extent such service was recognized immediately prior to the Closing Date under while employed, with a comparable Company Benefit Plan in which such Covered Employee was eligible to participate immediately prior to the Closing Date; provided rate of base salary, wages, and target bonus opportunity that the foregoing shall not apply with respect to benefit accrual under defined benefit pension plans or to the extent such operation would result in a duplication of benefits for a Covered Employee with respect to the same period of service or to the extent such period of service is not recognized under less favorable than the applicable Buyer employee benefit plan for its similarly situated employees. In additionrate of base salary, wages, and without limiting the generality of the foregoing, (i) each Covered Employee shall be immediately eligible to participate, without any waiting time, in any and all employee benefit plans maintained by Buyers or any of their Subsidiaries to the extent coverage under such plans is comparable to, and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this Agreement, and (ii) with respect to any health, dental, vision or other welfare plans of Buyers or any of their Subsidiaries (other than the Companies and their Subsidiaries) in which any Covered Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived with respect target bonus opportunity provided to such Covered Employee, to the extent such limitation would have been waived or satisfied under Continuing Employee by the Company Benefit Plan in which such Covered Employee participated or Affiliate immediately prior to the Closing Date, and (yb) recognize any health, dental or vision expenses incurred by such Covered Employee the Continuing Employees with employee benefits that are substantially comparable in the plan year that includes aggregate to the benefits provided by the Buyer and its Affiliates to its employees generally who are similarly situated to such employees. With respect to each benefit plan, program, practice, policy or arrangement maintained by the Surviving Corporation, Buyer and its Affiliates following the Closing Date and in which any of the Continuing Employees participate (the “Buyer Plans”), for purposes of any determining eligibility to participate and for vesting purposes (but not for accrual of benefits other than determining the level of vacation pay accrual and severance benefits), service with the Company and its Affiliates (or predecessor employers to the extent the Company and its Affiliates provide past service credit) shall be treated as service to the Surviving Corporation, Buyer and its Affiliates. With respect to each applicable deductible Buyer Plan, subject to applicable Law, Buyer shall, and annual shall cause the Surviving Corporation to, waive eligibility waiting periods, evidence of insurability requirements and pre-existing condition limitations if and to the extent such conditions and exclusions were satisfied or did not apply to such Continuing Employee under the applicable Plan prior to the Effective Time. The Continuing Employees and their dependents shall be given credit under the applicable Buyer Plans for amounts paid prior to the Closing Date during the calendar year in which the Closing occurs under a corresponding benefit plan for the purposes of applying deductibles, co-payments, co-insurance and out-of-pocket expense requirements under maximums, as though such amounts had been paid in accordance with the terms and conditions of such Buyer Plans. Notwithstanding the foregoing, nothing in this subsection shall apply to the extent it would result in a duplication of benefits. Notwithstanding anything else to the contrary set forth herein, nothing contained in this Section 4.12, express or implied, is intended to or shall be construed to confer upon any such healthPerson other than the parties to this Agreement, dental any right, legal or vision plan equitable relief, benefit or remedy of Buyers any nature whatsoever, including any beneficiary rights in any employee or former employee (including any dependent thereof) of any of their Subsidiariesthe Acquired Companies in respect of continued employment for any specified period.

Employees. (a) For Except as otherwise provided herein, Xxxxxxxxx agrees to offer employment effective upon the Closing (at will or on such other terms as Purchaser may determine) to all purposes the employees identified on Schedule 6.12 (including purposes the Successor Personnel All Successor Personnel who accept the offer of vestingemployment and actually commence employment consistent with the terms of such offer Transferred Employees . Transferred Employees shall receive from Purchaser a base salary or hourly wage rate (as applicable), eligibility to participate bonus opportunities and level employee benefits that are, in the aggregate, commensurate with the compensation received by similarly situated employees of benefits) under each employee benefit plan maintained by Buyers Purchaser or any of their Subsidiariesits Affiliates, Buyers shall cause such employee benefit plan to recognize the service of each employee who is actively employed by the Companies and their Subsidiaries as applicable; provided, that for a period beginning on the Closing Date and continuing thereafter until the first anniversary of the Closing Date, Purchaser will, or will cause an Affiliate who employs the Transferred Employees to, provide each Transferred Employee with (collectivelyi) a base salary or hourly wage rate, as applicable, that is not less than the “Covered Employees”base salary or hourly wage rate provided to such Transferred Employee immediately prior to the Closing Date and (ii) bonus opportunities that are not less favorable in the aggregate than the bonus opportunities provided to such Transferred Employee immediately prior to the Closing Date. For purposes of determining eligibility and vesting under any employee benefit plan of Purchaser covering the Transferred Employees after Closing each Transferred Employee shall be credited with his or her years of service with the Company before the Closing to the same extent such service was is recognized for such Transferred Employee under a corresponding Company Plan immediately prior to the Closing Date under a comparable Company Benefit Plan in which such Covered Employee was eligible to participate immediately prior Closing. This Section 6.12 shall be binding upon and inure solely to the Closing Date; provided that the foregoing shall not apply with respect to benefit accrual under defined benefit pension plans or to the extent such operation would result in a duplication of benefits for a Covered Employee with respect to the same period of service or to the extent such period of service is not recognized under the applicable Buyer employee benefit plan for its similarly situated employees. In addition, and without limiting the generality each of the foregoing, (i) each Covered Employee shall be immediately eligible Parties to participate, without any waiting time, in any and all employee benefit plans maintained by Buyers or any of their Subsidiaries to the extent coverage under such plans is comparable to, and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this Agreement, and (ii) with respect to any healthnothing in this Section 6.12, dental, vision or other welfare plans of Buyers or any of their Subsidiaries (other than the Companies and their Subsidiaries) in which any Covered Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived with respect to such Covered Employee, to the extent such limitation would have been waived or satisfied under the Company Benefit Plan in which such Covered Employee participated immediately prior to the Closing Date, and (y) recognize any health, dental or vision expenses incurred by such Covered Employee in the plan year that includes the Closing Date for purposes of any applicable deductible and annual out-of-pocket expense requirements under any such health, dental or vision plan of Buyers or any of their Subsidiaries.express or

Employees. (a) For Acquiror shall enroll all purposes (including purposes of vesting, eligibility to participate and level of benefits) under each employee benefit plan maintained by Buyers or any of their Subsidiaries, Buyers shall cause such employee benefit plan to recognize the service of each employee who is actively Target Employees that remain employed by the Companies Surviving Corporation ("Continuing Employees") in the Acquiror plans, programs, policies, practices, contracts, agreements or other arrangements providing for employment, compensation, retirement, deferred compensation, loans, severance, separation, termination pay, performance awards, bonus, incentive, stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, fringe benefits, cafeteria benefits or other benefits, whether written or unwritten, including each "employee benefit plan" within the meaning of Section 3(3) of ERISA (the "Acquiror Employee Plans"), to the extent applicable, which are provided to similarly situated employees of Acquiror based on levels of responsibility and shall (i) use commercially reasonable efforts to cause any pre-existing conditions or limitations and eligibility waiting periods under any group health plans of Acquiror or its affiliates to be waived with respect to Continuing Employees and their Subsidiaries on the Closing Date eligible dependents, (collectively, the “Covered Employees”ii) to the same extent such service was recognized immediately prior to the Closing Date permissible under a comparable Company Benefit Plan in which such Covered Acquiror’s health and welfare plans, give each Continuing Employee was eligible to participate immediately prior to the Closing Date; provided that the foregoing shall not apply with respect to benefit accrual under defined benefit pension plans or to the extent such operation would result in a duplication of benefits for a Covered Employee with respect to the same period of service or to the extent such period of service is not recognized under the applicable Buyer employee benefit plan for its similarly situated employees. In addition, and without limiting the generality of the foregoing, (i) each Covered Employee shall be immediately eligible to participate, without any waiting time, in any and all employee benefit plans maintained by Buyers or any of their Subsidiaries to the extent coverage under such plans is comparable to, and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this Agreement, and (ii) with respect to any health, dental, vision or other welfare plans of Buyers or any of their Subsidiaries (other than the Companies and their Subsidiaries) in which any Covered Employee is eligible to participate credit for the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived with respect to such Covered Employee, to the extent such limitation would have been waived or satisfied under the Company Benefit Plan in which such Covered Employee participated immediately prior to the Closing Date, and (y) recognize any health, dental or vision expenses incurred by such Covered Employee in the plan year that includes the Closing Date for purposes of any Effective Time occurs towards applicable deductible deductibles and annual out-of-pocket expense requirements limits for medical expenses incurred prior to the Effective Time for which payment has been made, and (iii) give such Continuing Employees service credit for their employment with Target for eligibility and vesting purposes (but not for benefit accrual) under any such healthapplicable Acquiror Employee Plan, dental as if such service had been performed with Acquiror. Until the effective date of the enrollment of the Continuing Employees in a particular Acquiror Employee Plan, Acquiror shall continue in effect without amendment or vision plan of Buyers reduction in benefits the existing Target Employee Plan covering the same or similar benefits as would be covered by such Acquiror Employee Plan. Nothing in this Section 5.6 is intended to prevent Acquiror from terminating any of their Subsidiariesits benefit plans in a manner that does not affect the vested or other pre-existing rights of any Continuing Employee.

Employees. (a) For all purposes (including purposes of vesting, eligibility to participate and level of benefits) under each employee benefit plan maintained by Buyers or any of their Subsidiaries, Buyers shall cause such employee benefit plan to recognize During the service of each employee who is actively employed by the Companies and their Subsidiaries period commencing on the Closing Date and ending on the sixty-first (collectively61st) day following the Closing Date, Buyer shall employ each of the current employees of Seller and provide each current employee who remains employed with Buyer with benefits for at least one year following the Closing Date that are the same as, or as to each employee substantially comparable to, the “Covered Employees”position, compensation and employee benefits, plans and programs (including, but not limited to, life insurance, welfare, profit sharing, 401(k), severance, salary continuation and fringe benefits) currently provided by Seller. Immediately following the execution of this Agreement, Seller shall notify Seller’s employees of their termination of employment effective upon the Closing Date and Buyer shall notify such employees that same will be immediately rehired by Buyer effective upon the Closing Date, with continued uninterrupted participation in prior benefit plans except to the same extent not possible pursuant to applicable law or reasons beyond the control of Buyer. Following the Closing, Buyer shall take all commercially reasonable steps necessary to, (a) waive limitations as to preexisting conditions, exclusions and waiting periods to the extent such service was recognized immediately conditions, exclusions, and waiting periods have been satisfied under the employee benefit plans with respect to participation and coverage requirements applicable to the employees of the Seller under any welfare plan that such employees may be eligible to participate in after the Closing Date, (b) provide each employee of the Seller with credit for any co-payments and deductibles paid prior to the Closing Date under a comparable Company Benefit Plan in which such Covered Employee was eligible to participate immediately prior to the Closing Date; provided that the foregoing shall not apply with respect to benefit accrual under defined benefit pension plans or to the extent such operation would result in a duplication of benefits for a Covered Employee with respect to the same period of service or to the extent such period of service is not recognized under the applicable Buyer employee benefit plan for its similarly situated employees. In addition, and without limiting the generality of the foregoing, (i) each Covered Employee shall be immediately eligible to participate, without any waiting time, in any and all employee benefit plans maintained by Buyers or any of their Subsidiaries to the extent coverage under such plans is comparable to, and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this Agreement, and (ii) with respect to any health, dental, vision or other welfare plans of Buyers or any of their Subsidiaries (other than the Companies and their Subsidiaries) in which any Covered Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived with respect to such Covered Employee, to the extent such limitation would have been waived or satisfied under the Company Benefit Plan in which such Covered Employee participated immediately prior to the Closing Date, and (y) recognize any health, dental or vision expenses incurred by such Covered Employee in the plan year that includes the Closing Date for purposes of satisfying any applicable deductible and annual or out-of-pocket expense requirements under any welfare plans that such healthemployees are eligible to participate in after the Closing Date, dental or vision (c) provide each employee of the Seller with service credit for purposes of eligibility and vesting under any medical, dental, life insurance, disability, supplemental employment and other welfare plan of Buyers Buyer in which such employee is entitled to participate and for purposes of vacations and other leave programs; provided, that in no event will service credit for periods prior to Closing be used for purposes of calculating 401(k) or retirement benefits or for determining eligibility for retirement benefits, unless otherwise specified in any such plan. As of their Subsidiariesthe Closing Date, all medical, dental, life insurance, disability, supplemental unemployment, and other welfare plan expenses and benefits with respect to claims incurred by any employee of the Seller or his or her covered dependents prior to, on, or after the Closing Date shall be the sole responsibility of Buyer. Seller agrees to use commercially reasonable efforts to have benefit plans transferred with existing funding arrangements and service agreements and to prevent loans from defaulting. Between the date hereof and the Closing Date, the parties agree to use commercially reasonable efforts, and cooperate in good faith, to reach a mutually and reasonably acceptable resolution (the “Benefit Plan Resolution”) with respect to the 401(k), medical and other welfare benefit plans covering employees of the Seller (including without limitation potentially having any and all rights, obligations, and responsibilities under such plans and the related funding arrangements and service agreements assumed by Buyer, or such other resolution which is mutually and reasonably acceptable to the parties).

Employees. Within thirty (a30) For all purposes days following the Closing Date, (including purposes A) Buyer or an Affiliate of vesting, eligibility Buyer shall offer employment to participate and level of benefits) under each employee benefit plan maintained by Buyers or any of their Subsidiaries, Buyers shall cause such employee benefit plan to recognize the service of each employee Seller who is actively principally employed by the Companies and their Subsidiaries on the Closing Date in Seller’s Business (collectively, the “Covered Seller Employees”) to the same extent ), provided, however, that such service was recognized immediately prior to the Closing Date under a comparable Company Benefit Plan in which such Covered Employee was eligible to participate immediately prior to the Closing Date; provided that the foregoing shall not apply with respect to benefit accrual under defined benefit pension plans or to the extent such operation would result in a duplication of benefits for a Covered Employee with respect to the same period of service or to the extent such period of service is not recognized under the applicable Buyer employee benefit plan for its similarly situated employees. In addition, and without limiting the generality of the foregoing, (i) each Covered Employee shall be immediately eligible to participate, without any waiting time, in any and all employee benefit plans maintained by Buyers or any of their Subsidiaries to the extent coverage under such plans is comparable to, and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this Agreementlisted on Schedule 1.5 attached hereto, and (ii) if required by Buyer, agrees to the release of his or her employment files to Buyer or its Affiliate prior to hiring of such Seller Employee (and agrees to performance of any reasonable background checks, if required by Buyer), and (B) Seller covenants and agrees to terminate the employment of the Seller Employees who accept Buyer’s or its Affiliate’s offer of employment, and to reasonably cooperate with respect Buyer in the transition of such Seller Employees to any healthBuyer or its Affiliate. Those Seller Employees who accept Buyer’s or its Affiliate’s offer of employment shall be designated on Schedule 1.5 as “Transferring Employees” and referred to hereinafter as such. Except as otherwise provided in this Section 1.5, dentalSeller acknowledges and agrees that, vision as between the parties, it is responsible for paying to the Transferring Employees all compensation and benefits accrued up to the date that such Transferring Employee accepts an offer of employment with Buyer or other welfare plans of Buyers or any of their Subsidiaries its Affiliate (other than each such date, a “Transfer Date”), including without limitation PTO, provided, however, that Buyer shall pay the Companies compensation and their Subsidiariesbenefits (including without limitation PTO) in which any Covered for each Transferring Employee is eligible to participate for the plan year in which period beginning on the Closing Date and ending on the earlier to occur of (i) the date such Covered Transferring Employee is first eligible to participateaccepts an offer of employment with Buyer, Buyers shall use their reasonable best efforts to and (xii) cause any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived immediately after the second payroll after Closing with respect to such Covered Transferring Employee. Buyer shall pay the 2008 bonus for each employee that is designated on Schedule 1.5 as a Transferring Employee’s once such amounts are determined (which bonuses shall be calculated in accordance with the existing criteria for each bonus, which criteria have been provided to the Buyer); provided, however, Seller shall reimburse Buyer for that portion of each Transferring Employee’s bonus earned through the Closing Date which reimbursed amounts shall be equal to the amount of such bonus paid by Buyer multiplied by the quotient of (x) the amount of the Sales revenue generated by the Business for the period beginning on January 1, 2008 and ending on the Closing Date divided by (y) the amount of the Sales revenue generated by the Business for the fiscal year ended December 31, 2008, and which reimbursed amounts Buyer shall offset, as these amounts are paid by Buyer to the Transferring Employees, at its election against amounts owed to Seller pursuant to the Notes or the Earnout Amount. With respect to each Transferring Employee, the parties agree that Seller shall transfer and Buyer shall assume up to eighty (80) hours of PTO per employee which has accrued through the Closing Date (the “Assumed PTO”), and the payment obligations of Buyer pursuant to the extent Notes or the Earnout Amount shall be reduced by the aggregate value of such limitation would have been waived Assumed PTO. Any PTO in excess of Assumed PTO shall be paid by Seller to each Transferring Employee in the next Seller payroll disbursed, whether at or satisfied under following the Company Benefit Plan applicable Transfer Date for each such Transferring Employee, but in which any event no more than fourteen (14) business days following the applicable Transfer Date. Schedule 1.5 sets forth with respect to each of the Seller Employees such Covered Employee participated immediately prior to person’s position, date of hire, current salary, bonus range/potential, accrued PTO through the Closing Date, and amount of any other accrued benefits to which such person may be entitled or for which such person has made either written or oral claim to Seller. Seller shall provide an updated Schedule 1.5 at Closing, which schedule shall be updated each time a Transferring Employee officially commences employment with Buyer or its Affiliate. All Transferring Employees shall be employees at will, subject to Buyer’s or its Affiliate’s employment policies; provided, however, that Buyer shall provide all Transferring Employees with health/dental and other similar benefits that are substantively equivalent to (yor greater than) recognize the benefits offered to such Transferring Employees by Seller. Nothing herein shall obligate Buyer or an Affiliate of Buyer to employ the Transferring Employees for any health, dental or vision expenses incurred by such Covered Employee specific time period. Nothing in this Section shall be construed to grant any employee any rights as a third party beneficiary. Seller shall retain all liabilities with respect to any and all Seller Employees who are not Transferring Employees. Buyer shall not terminate Rxxx Xxxx’x employment with Buyer without “cause” (as defined in the plan year that includes Zxxx Employment Agreement) for a period of at least eighteen (18) months following the Closing Date. Buyer agrees unconditionally to indemnify, defend and hold Seller and Shareholders harmless, on demand, from and against any and all Losses of every kind, nature or description which arise out of or result from or as a consequence of any claims of any nature brought by any Transferring Employees against Seller on and following the Closing Date through the applicable Transfer Date of such Transferring Employee (the “Transition Period”) which claim relates to such Transition Period except for purposes those Losses arising out of any applicable deductible the acts or omissions of Seller. The indemnification obligations set forth in this Section 1.5 shall be subject to the terms and annual out-of-pocket expense requirements under any such healthprovisions of Article IX hereof, dental or vision plan of Buyers or but shall not be subject to any of their Subsidiaries.the limitations set forth in Section 9.5 . 4416103v.8

Employees. (a) For all purposes (including purposes Commencing on the date hereof, the Enova Members and the Pacific Enterprises Members shall make certain Persons available to perform services and work for the Company as and when requested by the Members Committee. The relevant Enova Member or Pacific Enterprises Member shall bill xxx Company on a "straight-time" basis by allocating that portion of vestingthe employee's salary to the Company that is represented by the portion of the employee's working time that is spent performing services for the Company. A portion of the cost of maintaining employee welfare and benefit plans and payroll services shall be allocated to the Company on the basis of the actual cost to the relevant Member of providing a proportionate amount of such benefits or, eligibility if applicable, by Enova in accordance with its affiliate transfer pricing policies or by Pacific Enterprises in accordance with its affiliate transfer pricing policies, as the case may be. Within five Business Days of the last day of each month, each of Enova and Pacific Enterprises shall notify the Company in writing of the compensation due for the services provided and costs allocated to participate and level of benefits) under each employee benefit plan maintained by Buyers the Persons referred to above during the preceding month. Should the Company not pay said sum, or any of their Subsidiariespart thereof, Buyers shall cause such employee benefit plan to recognize within 30 calendar days from the service of each employee who is actively employed by the Companies and their Subsidiaries on the Closing Date (collectively, the “Covered Employees”) to the same extent such service was recognized immediately prior to the Closing Date under a comparable Company Benefit Plan in which such Covered Employee was eligible to participate immediately prior to the Closing Date; provided that the foregoing shall not apply with respect to benefit accrual under defined benefit pension plans or to the extent such operation would result in a duplication of benefits for a Covered Employee with respect to the same period of service or to the extent such period of service is not recognized under the applicable Buyer employee benefit plan for its similarly situated employees. In addition, and without limiting the generality date of the foregoing, monthly invoice (i) each Covered Employee interest at the Interest Rate shall be immediately eligible to participateadditionally due and owing on the unpaid balance, without any waiting time, in any and all employee benefit plans maintained by Buyers or any of their Subsidiaries to from the extent coverage under such plans is comparable to, and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this Agreement, date past due and (ii) with respect the Member Group to which 42 36 such sum is owed shall, effective 30 days following the delivery of written notice, have no further obligation pursuant to this Section 12.01 to make available to the Company any healthPersons until such unpaid balance plus all accrued interest shall have been paid; provided, dentalhowever, vision or other welfare plans that no Member shall be relieved of Buyers or any of their Subsidiaries its obligations pursuant to this Section 12.01 if, following the delivery of written notice pursuant to this clause (other than ii) but prior to 30 days following such delivery, the Companies Company shall deliver to the relevant Member written notice setting forth in reasonable detail why the Company in good faith believes no unpaid amount is owed pursuant to this Section 12.01. The Company shall notify Pacific Enterprises or Enova, as the case may be, of any billing items in question. The Enova or Pacific Enterprises authorized representative will research the items in question and their Subsidiaries) in which resolve any Covered Employee is eligible to participate differences with each Enova Member and Pacific Enterprises Member. In the event any amount that was paid by the Company was not properly owed, then within 30 days after the delivery of such notice, the Company shall be reimbursed that amount with interest at the Interest Rate from the date the original payment was received until the adjustment was refunded. Upon the termination of this Agreement, Enova and Pacific Enterprises will bill xxx Company for the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived with respect to such Covered Employee, to actual costs incurred since the extent such limitation would have been waived or satisfied last billing under the Company Benefit Plan normal terms and conditions mentioned above. Enova and Pacific Enterprises shall have the same audit rights in which such Covered Employee participated immediately prior respect of compensation due pursuant to the Closing Date, and (y) recognize any health, dental or vision expenses incurred by such Covered Employee in the plan year that includes the Closing Date for purposes of any applicable deductible and annual out-of-pocket expense requirements under any such health, dental or vision plan of Buyers or any of their Subsidiariesthis Section 12.01 as they have pursuant to Section 4.02(d).

Employees. (a) For all purposes Prior to the Closing Date, the Company will (including purposes or will cause other Acquired Companies to) use commercially reasonable efforts to enter into a welcome letter, an offer letter or an employment agreement and a confidential information and assignment agreement, as applicable, with employees of vestingthe Acquired Companies who are identified by Parent. With respect to the Continuing Employees, eligibility to participate and level until the one-year anniversary of benefits) under each employee benefit plan maintained by Buyers the Closing or, if earlier, the date of termination of the relevant Continuing Employee, Parent shall provide, or shall cause the Company or any of their Subsidiariesrespective Subsidiaries to provide, Buyers shall cause for each such employee benefit plan Continuing Employee, with base salary or hourly wage rate (as applicable) that is no less favorable in the aggregate to recognize the service those provided to such Continuing Employee as of each employee who is actively employed by the Companies and their Subsidiaries on the Closing Date (collectively, the “Covered Employees”) immediately prior to the same extent execution of this Agreement (excluding any transaction or retention bonuses, severance, deferred compensation and equity-based compensation granted to such service was recognized Continuing Employee prior to the Closing). The Company will consult with Parent (and will consider in good faith the advice of Parent) prior to sending any notices or other communication materials to its employees. Effective no later than immediately prior to the Closing Date under (or at such other time designated by Parent or Applicable Law, whichever is earlier), the Company will terminate the employment of each of those Acquired Company employees who have declined an offer of employment with a comparable Parent Entity or the Company Benefit Plan in which such Covered Employee was eligible to participate immediately prior to the Closing Date; provided that Date (the foregoing “Designated Employees”) or who did not receive an offer of employment with a Parent Entity (the “Terminated Employees”). The Company shall not apply with respect to benefit accrual under defined benefit pension plans or to obtain a separation agreement from each of the extent such operation would result Designated Employees and the Terminated Employees in a duplication of benefits for a Covered Employee with respect form reasonably satisfactory to the same period of service or to the extent such period of service is not recognized under the applicable Buyer employee benefit plan for its similarly situated employees. In addition, and without limiting the generality of the foregoing, (i) each Covered Employee shall be immediately eligible to participate, without any waiting time, in any and all employee benefit plans maintained by Buyers or any of their Subsidiaries to the extent coverage under such plans is comparable to, and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this Agreement, and (ii) with respect to any health, dental, vision or other welfare plans of Buyers or any of their Subsidiaries (other than the Companies and their Subsidiaries) in which any Covered Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived with respect to such Covered Employee, to the extent such limitation would have been waived or satisfied under the Company Benefit Plan in which such Covered Employee participated immediately Parent prior to the Closing Dateand shall provide prior notice to, and pay customary severance and all other termination payments for, such Designated Employees or Terminated Employees as required pursuant to Applicable Law and/or Contracts existing as of the Agreement Date in connection with their employment with the Acquired Companies and the termination thereof, including redemption of vacation and recreation pay. The Acquired Companies shall complete and file any necessary forms and documents (yincluding Form 161, release letter and notice of employment term) recognize any health, dental or vision expenses incurred by in compliance with Applicable Law and/or applicable Contracts with such Covered Employee in the plan year that includes the Closing Date for purposes of any applicable deductible and annual out-of-pocket expense requirements under any such health, dental or vision plan of Buyers or any of their Subsidiariesemployees.

Employees. Following the Effective Time, Acquiror, in its sole discretion, will either (a) continue (or cause the Company to continue) to maintain the Company Employee Plans on substantially the same terms as in effect immediately prior to the Effective Time, or (b) arrange for each Continuing Employee to participate in the Acquiror’s employee benefit plans, or (c) a combination of clauses (a) and (b). For all purposes (including purposes of vesting, determining a Continuing Employee’s eligibility to participate in Acquiror’s employee benefit plans following the Closing Date, vesting and level entitlement to benefits where length of benefitsservice is relevant (including for purposes of vacation accrual) under each any Acquiror employee benefit plan maintained (other than a defined benefit plan) and to the extent permitted by Buyers or any of their Subsidiariesapplicable Legal Requirements and applicable tax qualification requirements, Buyers Acquiror shall cause such provide that the Continuing Employees shall receive service credit under each Acquiror employee benefit plan (other than a defined benefit plan) for their period of service with the Company prior to recognize the service Effective Time, except where doing so would cause a duplication of each benefits or a violation of applicable Legal Requirements. Acquiror shall use commercially reasonable efforts to waive all limitations as to preexisting conditions exclusions (or actively at work or similar limitations), evidence of insurability requirements and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any medical, dental and vision plans of Acquiror that such Continuing Employees may be eligible to participate in after the Effective Time. Subject to the approval of any insurance carrier and to the extent permitted by applicable Legal Requirements and the terms of the applicable Acquiror employee who is actively employed by the Companies benefit plan, Acquiror shall also provide Continuing Employees and their Subsidiaries on eligible dependents with credit for any co-payments, deductibles and offsets (or similar payments) made under the Company Employee Plan for the year in which the Closing occurs under Acquiror’s medical, dental and vision plans for the purposes of satisfying any applicable deductible, out-of-pocket, or similar requirements under any Acquiror employee benefit plan in the year in which the Closing occurs. Any vacation or paid time off accrued but unused by a Continuing Employee as of immediately prior to the Effective Time shall be credited to such Continuing Employee following the Closing Date (collectively, the “Covered EmployeesCarry Over Vacation”) ). All future vacation accruals shall be subject to the same extent such service was recognized immediately prior to terms of the Closing Date under a comparable Company Benefit Plan in which such Covered Employee was eligible to participate immediately prior to Acquiror’s vacation policies, taking into account the Closing Datebalance of any Carry Over Vacation; provided that no Carry Over Vacation shall be subject to forfeiture. The Continuing Employees are not third-party beneficiaries of the foregoing provisions of this Section 5.18, and nothing herein expressed or implied will give or be construed to give any Continuing Employee any legal or equitable rights hereunder. Nothing contained in this Agreement shall not apply with respect constitute or be deemed an amendment to benefit accrual under defined benefit pension plans or to the extent such operation would result in a duplication of benefits for a Covered Employee with respect to the same period of service or to the extent such period of service is not recognized under the applicable Buyer any Acquiror employee benefit plan for its similarly situated employees. In addition, and without limiting the generality of the foregoing, (i) each Covered Employee shall be immediately eligible to participate, without any waiting time, in any and all employee benefit plans maintained by Buyers or any of their Subsidiaries to the extent coverage under such plans is comparable toother compensation plan, and a replacement forprogram, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this Agreement, and (ii) with respect to any health, dental, vision or other welfare plans of Buyers or any of their Subsidiaries (other than the Companies and their Subsidiaries) in which any Covered Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived with respect to such Covered Employee, to the extent such limitation would have been waived or satisfied under the Company Benefit Plan in which such Covered Employee participated immediately prior to the Closing Date, and (y) recognize any health, dental or vision expenses incurred by such Covered Employee in the plan year that includes the Closing Date for purposes of any applicable deductible and annual out-of-pocket expense requirements under any such health, dental or vision plan of Buyers or any of their Subsidiariesarrangement.

Employees. (a) For all purposes (including To the extent permissible under the applicable provisions of the Code and ERISA, for purposes of vesting, crediting periods of service for eligibility to participate and level vesting, but not for benefit accrual purposes, under employee pension benefit plans (within the meaning of benefitsERISA Section 3(2)) maintained by Sterling or a Sterling Subsidiary, as applicable, individuals who are employees of Klamath or any Klamath Subsidiary at the Effective Time will be credited with periods of service with Klamath or the applicable Klamath Subsidiary before the Effective Time (including service with any predecessor employer for which service credit was given under each similar employee benefit plan maintained plans of Klamath or the applicable Klamath Subsidiary) as if such service had been with Sterling or a Sterling Subsidiary, as applicable. Similar credit shall also be given by Buyers Sterling or any a Sterling Subsidiary, as applicable, in calculating all other employee benefits for such employees of their Klamath or a Klamath Subsidiary after the Merger. Sterling will or will cause its applicable Subsidiary to (i) give credit to employees of Klamath and its Subsidiaries, Buyers shall cause such employee benefit plan to recognize the service of each employee who is actively employed by the Companies and their Subsidiaries on the Closing Date (collectively, the “Covered Employees”) to the same extent such service was recognized immediately prior to the Closing Date under a comparable Company Benefit Plan in which such Covered Employee was eligible to participate immediately prior to the Closing Date; provided that the foregoing shall not apply with respect to benefit accrual under defined benefit pension plans or to the extent such operation would result in a duplication of benefits for a Covered Employee with respect to the same period satisfaction of service the waiting periods for participation and coverage which are applicable under the welfare benefit plans of Sterling or its applicable Subsidiary, equal to the extent credit that any such period employee had received as of service is not recognized the Effective Time towards the satisfaction of any such limitations and waiting periods under the applicable Buyer employee benefit plan for its similarly situated employees. In addition, and without limiting the generality of the foregoing, (i) each Covered Employee shall be immediately eligible to participate, without any waiting time, in any and all employee comparable welfare benefit plans maintained by Buyers or any of their Subsidiaries to the extent coverage under such plans is comparable to, Klamath and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this Agreement, and its Subsidiaries; (ii) provide each employee of Klamath and its Subsidiaries with respect to credit for any health, dental, vision or other welfare plans of Buyers or any of their Subsidiaries (other than the Companies co-payment and their Subsidiaries) in which any Covered Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived with respect to such Covered Employee, to the extent such limitation would have been waived or satisfied under the Company Benefit Plan in which such Covered Employee participated immediately deductibles paid prior to the Closing Date, and (y) recognize Effective Time in satisfying any health, dental deductible or vision expenses incurred by such Covered Employee in the plan year that includes the Closing Date for purposes of any applicable deductible and annual out-of-pocket expense requirements requirements; (iii) allow each employee of Klamath and its Subsidiaries to have credit for all unused sick leave as of the Effective Time; and (iv) provide coverage for all pre-existing conditions that were covered under any such health, dental or vision welfare plan of Buyers Klamath or the applicable Klamath Subsidiary. Klamath and its Subsidiaries shall cash out any unused vacation time accrued but not taken by employees as of their Subsidiariesthe Effective Time, and Sterling or its Subsidiaries shall give employees credit for prior service for vacation accruals after the Effective Time.

Employees. (a) For all purposes (including purposes of vesting, eligibility to participate participation and level vesting (but not for accrual of benefits) under each of an employee benefit plan maintained by Buyers or any of their Subsidiaries, Buyers shall cause such employee benefit plan the Group Companies who continues to recognize the service of each employee who is actively be employed by the Companies and their Subsidiaries on Group Companies, Buyer or its Affiliates after the Closing Date (collectivelyeach, a “Company Employee”) in a benefit plan of Buyer or its Affiliates which is made available to the Company Employee (a “Buyer Benefit Plan”), the “Covered Employees”) to the same extent Company Employee shall be credited with all years of service for which such service Company Employee was recognized credited immediately prior to before the Closing Date under a any comparable Company Benefit Plan in which such Covered Employee was eligible to participate immediately prior to the Closing Date; provided Plan, except that the foregoing shall not apply with respect to benefit accrual under defined benefit pension plans equity incentive compensation, any sabbatical plan, policy or arrangement or to the extent such operation credit would result in a duplication of benefits for a Covered Employee with respect to the same period of service or to the extent such period of service is not recognized under the applicable Buyer employee benefit plan for its similarly situated employeesservice. In addition, and without limiting the generality of the foregoing, Buyer or its Affiliates shall use commercially reasonable efforts to ensure: (i) each Covered Company Employee shall be immediately eligible to participate, without any waiting time, in any and all employee benefit plans maintained by Buyers or any of their Subsidiaries Buyer Benefit Plans to the extent that coverage under such plans is Buyer Benefit Plans replaces coverage under comparable to, and a replacement for, a Company Benefit Plan Plans in which such Covered Company Employee participated immediately before the consummation of the transactions contemplated by this Agreement, and participated; (ii) with respect to any healthfor purposes of each Buyer Benefit Plan providing medical, dental, pharmaceutical and/or vision or other welfare plans benefits to any Company Employee, all preexisting condition exclusions and actively-at-work requirements of Buyers or any of their Subsidiaries (other than the Companies and their Subsidiaries) in which any Covered Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan Benefit Plan to be waived with respect to for such Covered Employee, to the extent such limitation would have been waived Company Employee and his or satisfied under the Company Benefit Plan in which such Covered Employee participated immediately prior to the Closing Date, her covered dependents; and (yiii) recognize any health, dental or vision eligible expenses incurred by such Covered Company Employee in and his or her covered dependents during the portion of the plan year that includes of the Closing Date Benefit Plan ending on the date such Company Employee’s participation in the corresponding Buyer Benefit Plan begins to be taken into account under such Buyer Benefit Plan for purposes of any applicable deductible satisfying all deductible, coinsurance and annual maximum out-of-pocket expense requirements under any applicable to such health, dental Company Employee and his or vision her covered dependents for the applicable plan of Buyers or any of their Subsidiariesyear as if such amounts had been paid in accordance with such Buyer Benefit Plan.

Employees. (a) For all purposes each Continuing Employee, for a period of twelve (including purposes of vesting12) months following the Effective Time, eligibility Parent, in its sole discretion, will provide (i) base compensation that is no less favorable than the base compensation provided to participate and level of benefits) under each employee benefit plan maintained by Buyers or any of their Subsidiaries, Buyers shall cause such employee benefit plan to recognize the service of each employee who is actively employed by the Companies and their Subsidiaries on the Closing Date (collectively, the “Covered Employees”) to the same extent such service was recognized immediately prior to the Closing Date under a comparable Company Benefit Plan in which such Covered Continuing Employee was eligible to participate immediately prior to the Closing Date; provided that the foregoing shall not apply with respect to benefit accrual under defined benefit pension plans or to the extent such operation would result in a duplication of benefits for a Covered Employee with respect to the same period of service or to the extent such period of service is not recognized under the applicable Buyer employee benefit plan for its similarly situated employees. In addition, and without limiting the generality of the foregoing, (i) each Covered Employee shall be immediately eligible to participate, without any waiting time, in any and all employee benefit plans maintained by Buyers or any of their Subsidiaries to the extent coverage under such plans is comparable to, and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this Agreement, and (ii) with respect to any health, dental, vision or other welfare plans of Buyers or any of their Subsidiaries (other cash bonus opportunities that are no less favorable than the Companies and their Subsidiaries) in which any Covered Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived with respect cash bonus opportunities provided to such Covered Employee, to the extent such limitation would have been waived or satisfied under the Company Benefit Plan in which such Covered Continuing Employee participated immediately prior to the Closing Date, and (yiii) recognize employee benefits (excluding defined benefit plans or programs) that are substantially similar, in the aggregate, to the employee and fringe benefits provided to such Continuing Employee immediately prior to the Closing Date. To the extent Parent elects to have the Continuing Employees participate in the benefit plans of Parent (the “Parent Plans”) following the Closing Date, Parent shall use commercially reasonable efforts to (i) cause each Continuing Employee to receive credit for purposes of eligibility to participate and vesting under such Parent Plans for years of service with the Company (or any healthof its predecessors) prior to the Closing Date, dental or vision expenses and (ii) cause any and all pre-existing condition limitations, eligibility waiting periods and evidence of insurability requirements under any Parent Plans that are group health plans in which such Continuing Employees will participate to be waived and to provide credit for any co-payments and deductibles incurred by such Covered the Continuing Employee in prior to the Closing Date (and during the plan year that includes the Closing Date Date) for purposes of satisfying any applicable deductible and annual deductible, out-of-pocket expense or similar requirements under any such health, dental or vision plans that may apply after the Closing Date for the applicable plan year of Buyers or any of their Subsidiariesthe comparable Parent Plan.

Employees. (a) For all purposes From the date hereof and through the Closing, and for ten (including purposes of vesting10) days thereafter, eligibility to participate and level of benefits) under each employee benefit plan maintained by Buyers or any of their SubsidiariesSellers shall provide Parent, Buyers shall cause such employee benefit plan to recognize the service of each employee who is actively employed by the Companies Purchasers and their respective Affiliates and Representatives with reasonable access during normal business hours to the employees of Sellers, their Affiliates and Subsidiaries and the Books and Records relating to such employees, for the purpose of evaluating to which employees, if any, Purchasers and their Affiliates may desire to offer employment as of or following the close of business on the Closing Date pursuant to this Section 7.9(a). Sellers, Members and their respective Affiliates and Subsidiaries shall reasonably cooperate with, and provide reasonable assistance to, Purchasers, Parent and their respective Affiliates and Representatives to enable them to make such evaluations. No later than ten (collectively10) days following the Closing Date, Purchasers shall deliver to Sellers a list of Sellers’ employees to whom either Purchaser (or an Affiliate of either Purchaser) intends to offer employment and the effective date of such employment (the date each such employee commences employment with either Purchaser (or an Affiliate of either Purchaser) shall be such employee’s “Hire Date”); provided, that no proposed effective date will be later than February 1, 2017. Those of Sellers’ employees who receive and accept either Purchaser’s (or any such Affiliate’s) offer of employment and report to work for active duty with such Purchaser (or any such Affiliate) following the Closing are collectively referred to herein as the “Covered Hired Employees”) to .” To the same extent not prohibited by applicable Law, each Seller shall terminate the employment of each such service was recognized Hired Employee effective immediately prior to the Closing such Hired Employee’s Hire Date. Within fifteen (15) days after each Hired Employee’s Hire Date under a comparable Company Benefit Plan each Seller shall cause to be discharged, satisfied and paid in which full to such Covered Hired Employee was eligible an amount equal to participate immediately prior to the Closing Date; provided that the foregoing shall not apply with respect to benefit accrual under defined benefit pension plans or to the extent such operation would result in a duplication of benefits for a Covered Employee with respect to the same period of service or to the extent such period of service is not recognized under the applicable Buyer employee benefit plan for its similarly situated employees. In addition, and without limiting the generality of the foregoing, (i) each Covered all Liabilities associated with any severance obligations owed to such Hired Employee shall be immediately eligible pursuant to participateany Employee Benefit Plan, without including any waiting timeemployment agreement, in any and all employee benefit plans maintained by Buyers offer letter or any of their Subsidiaries to the extent coverage under such plans is comparable to, and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this Agreementcompensation arrangement or applicable Law, and (ii) with respect any other amounts such employees may be entitled to receive as the result of employment termination, including accrued wages, accrued and unused vacation and other paid time off and accrued bonuses, if any, through the Hire Date. Each Seller shall, effective as of immediately prior to each Hired Employee’s Hire Date, release the applicable Hired Employee from and, if requested by Purchasers, assign to Purchasers or an Affiliate of Purchasers its rights under any healthnon-competition, dentalnon-solicitation, vision confidentiality and similar restrictive covenants or other welfare plans agreements and any assignment of Buyers inventions agreements previously entered into between such Seller and such Hired Employee. Each Seller shall deliver to Purchasers, at or before each Hired Employee’s Hire Date, written evidence, in form and substance satisfactory to Purchasers, of the release and assignment described in the immediately preceding sentence. Nothing herein shall confer upon any Hired Employee any right to be employed by either Purchaser or any Affiliate of either Purchaser for any specified period of time following the Closing Date or in any way limit Purchasers’ or any of their Subsidiaries (other than Affiliates’ right to terminate the Companies and their Subsidiaries) in which employment of any Covered Hired Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause at any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived with respect to such Covered Employee, to the extent such limitation would have been waived or satisfied under the Company Benefit Plan in which such Covered Employee participated immediately prior to the Closing Date, and (y) recognize any health, dental or vision expenses incurred by such Covered Employee in the plan year that includes time following the Closing Date for purposes of any applicable deductible and annual out-of-pocket expense requirements under any such health, dental reason (or vision plan of Buyers or any of their Subsidiariesno reason).

Employees. (a) For all purposes (including purposes Prior to Closing, Purchasers shall assess the staffing needs of vestingthe Business and offer employment, eligibility effective on the Closing Date, to participate those regular full-time and level part-time employees of benefits) under each employee benefit plan maintained by Buyers or any the Business as of their Subsidiaries, Buyers shall cause such employee benefit plan to recognize the service of each employee who is actively employed by the Companies and their Subsidiaries on the Closing Date (collectively, the “Covered EmployeesEmployees of the Business”) that the Purchasers deem necessary, in their sole discretion, at a base salary, wage rate and bonus compensation, at least equal to similarly situated employees of the same extent such service was recognized immediately Purchaser Parent prior to the Closing Date under Closing; provided, that Purchasers shall offer employment to a comparable Company Benefit Plan in which such Covered Employee was eligible to participate immediately prior to sufficient number of Employees of the Closing Date; provided that the foregoing shall not apply with respect to benefit accrual under defined benefit pension plans or to the extent such operation would result in a duplication of benefits for a Covered Employee with respect to the same period of service or to the extent such period of service is not recognized under the applicable Buyer employee benefit plan for its similarly situated employees. In additionBusiness, and without limiting the generality on sufficient terms and conditions of the foregoingemployment, (i) each Covered Employee shall be immediately eligible to participate, without any waiting time, in any and all employee benefit plans maintained by Buyers or any of their Subsidiaries to the extent coverage under such plans is comparable to, and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the that consummation of the transactions contemplated by this AgreementAgreement and the Sellers’ termination of the employment of the Employees of the Business effective as of the Closing Date, and (ii) shall not give rise to any notice obligations or other Liability under the WARN Act. In addition, effective as of the Closing Date, with respect to any healthemployees who accept such offer of employment from Purchasers (the “Hired Employees”), dentalPurchasers shall provide plans, vision programs, policies, arrangements or agreements regarding employee benefits which provide benefits and other welfare plans perquisites of Buyers employment that are in the aggregate no less favorable than those provided to similarly situated employees of the Purchaser Parent on the Closing Date, which plans, programs, policies, arrangements or any agreements shall recognize the previous service with Sellers of their Subsidiaries (other than the Companies and their Subsidiaries) in which any Covered Employee is eligible to participate Hired Employees for the plan year in which purpose of determining eligibility for and entitlement to succeeding benefits, including vesting. Purchasers will credit each Hired Employee with such Covered number of unused vacation days and other paid time off accrued by such Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived of the Business with respect to such Covered Employee, to the extent such limitation would have been waived or satisfied under the Company Benefit Plan in which such Covered Employee participated immediately Sellers prior to the Closing Date, and (y) recognize any health, dental or vision expenses incurred by Date in accordance with the Sellers’ personnel policies applicable to such Covered Employee in Employees of the plan year that includes Business on the Closing Date for purposes Date; provided however, that Sellers shall pay to Purchasers at Closing the monetary equivalent of any applicable deductible the Hired Employees’ accrued but unused vacation days and annual out-of-pocket expense requirements under any such health, dental or vision plan of Buyers or any of their Subsidiariesother paid time off.

Employees. (a) For As of the Effective Time, Seller shall terminate all purposes employees of Seller in connection with the business or operation of the Businesses and, as of the Effective Time, Lpnt Sub or an affiliate of Lpnt Sub (including purposes of vesting, eligibility to participate and level of benefits) under each employee benefit plan maintained by Buyers or any of their Subsidiaries, Buyers shall cause such employee benefit plan to recognize the service of each employee who is actively employed by the Companies and their Subsidiaries on the Closing Date (collectively, either being the “Covered EmployeesEmployer”) shall offer employment to the same extent all such service was recognized immediately prior employees of Seller (except for those employees listed on Schedule 9.1) who also are active employees on an at-will basis and subject to the Closing Date under a comparable Company Benefit Plan in which such Covered Employee was eligible to participate immediately prior to the Closing Date; provided that the foregoing shall not apply with respect to benefit accrual under defined benefit pension plans or to the extent such operation would result in a duplication of benefits for a Covered Employee Employer’s customary employee screening and employment practices, policies and procedures, except with respect to the employed physicians, whose contracts shall be assumed by either Buyer, or, at Buyer’s election, by DLP Marquette Physician Practices, Inc., a Michigan nonprofit corporation (the “Physician Employer”), subject to customary employee screening and employment practices, policies and procedures. All currently represented bargaining unit employees of Seller will likewise be offered employment, subject to Employer’s same period customary employee screening process referenced above. Bargaining unit employees who successfully complete such screening process will be offered employment under the terms and conditions of service employment outlined within the Collective Bargaining Agreement. Such offers shall be for positions and at wages comparable to those enjoyed by such persons immediately prior to Closing. Such offers will include the opportunity to participate in employee benefit plans provided by Employer or Physician Employer or its affiliates to employees at similar hospitals owned or operated by affiliates of Employer or Physician Employer; provided, however, that the Transferred Pension Participants will not be offered the opportunity to participate in a retirement plan of the Employer other than the Spin-Off Plan as long as such employees are accruing benefits under the Spin-Off Plan. Following the Closing, Employer and Physician Employer shall take the following actions, to the extent such period of service is not recognized under the permitted by applicable Buyer employee benefit plan for its similarly situated employees. In addition, plans and without limiting the generality of the foregoing, governing law: (i) each Covered Employee shall be immediately eligible to participatewaive any limitations regarding pre- existing conditions and eligibility waiting periods under any benefit plan of Employer, without any waiting time, in any and all employee Physician Employer or their affiliates (“Employer Plans”) maintained for the benefit plans maintained by Buyers or any of their Subsidiaries to the extent coverage under such plans is comparable to, and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this Agreement, Employees; and (ii) with respect to any health, dental, vision or other welfare plans of Buyers or any of their Subsidiaries (other than the Companies and their Subsidiaries) in which any Covered Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived with respect to such Covered Employee, to the extent such limitation would have been waived or satisfied under the Company Benefit Plan in which such Covered Employee participated immediately prior to the Closing Date, and (y) recognize any health, dental or vision expenses incurred by such Covered Employee in the plan year that includes the Closing Date for purposes of any applicable deductible determining eligibility and annual out-of-pocket expense requirements vesting under any such healththe Employer Plans, dental or vision plan recognize the seniority and service credit of Buyers or any the Employees with Seller. The term “Employee” as used in this Agreement shall mean all employees of their SubsidiariesSeller who commence employment with the Employer as of the Effective Time.

Employees. Buyer shall offer to each employee of Support Services, other than the Related Parties, the opportunity to become an employee of Buyer effective as of the Closing Date at a base salary which is substantially equivalent to the base salary of such employee as of May 31, 2006 as set forth on Schedule 4.12 of the Seller Disclosure Schedule, subject to such employee’s acceptance of Buyer’s standard terms and conditions of employment, including without limitation, the execution by such employee of Buyer’s standard form employment, proprietary information and invention assignment agreement (a) For all purposes (including purposes “EPIIA”). Each employee of vesting, eligibility Support Services who accepts Buyer’s offer of employment and becomes an employee of Buyer effective as of the Closing Date shall hereinafter be referred to as a “Transferred Employee.” Each Transferred Employee shall be eligible to participate and level of benefits) under each employee benefit plan maintained by Buyers or any of their Subsidiaries, Buyers shall cause in such employee benefit plan plans, programs and arrangements of Parent or Buyer as are offered to recognize similarly situated employees of Buyer and for purposes of accrual of benefits under such employee benefit plans, programs and arrangements, each such Transferred Employee shall be deemed to have been an employee of Parent or Buyer as of the service date of each employee who is actively employed by such Transferred Employee’s first date of employment with Support Services, as the Companies and their Subsidiaries on case may be. In the event that, within twelve (12) months of the Closing Date (collectively, the “Covered EmployeesTransition Period”) ), Buyer shall terminate any Transferred Employees for any reason other than for cause, Buyer shall pay such Transferred Employee an amount equal to the same extent salary such service was recognized immediately prior Transferred Employee would have earned had such Transferred Employee remained an employee of Buyer for the balance of such Transition Period, payable in accordance with Buyer’s standard payroll policies, including compliance with applicable withholding and subject to such Transferred Employee’s execution of Buyer’s form employee release agreement, provided such Transferred Employee had complied in all material respects with the Closing Date under a comparable Company Benefit Plan in which such Covered Employee was eligible to participate immediately prior to the Closing Date; provided that the foregoing shall not apply with respect to benefit accrual under defined benefit pension plans or to the extent such operation would result in a duplication of benefits for a Covered Employee with respect to the same period of service or to the extent such period of service is not recognized under the applicable Buyer employee benefit plan for its similarly situated employeesEPIIA and Buyer’s employment policies. In addition, and without limiting the generality of Notwithstanding the foregoing, (i) each Covered Employee the Related Parties shall not be immediately eligible to participate, without any waiting time, in any and all employee benefit plans maintained by Buyers or any of their Subsidiaries to the extent coverage under such plans is comparable to, and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this Agreement, and (ii) with respect to any health, dental, vision or other welfare plans of Buyers or any of their Subsidiaries (other than the Companies and their Subsidiaries) in which any Covered Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived with respect to such Covered Employee, to the extent such limitation would have been waived or satisfied under the Company Benefit Plan in which such Covered Employee participated immediately prior to the Closing Date, and (y) recognize any health, dental or vision expenses incurred by such Covered Employee in the plan year that includes the Closing Date for purposes of any applicable deductible and annual out-of-pocket expense requirements under any such health, dental or vision plan of Buyers or any of their Subsidiariesconsidered Transferred Employees.

Employees. (a) a)Consummation of the Merger will not, in and of itself, result in termination of employment with respect to current employees of the Company. For all purposes (including purposes a period of vestingnot less than one year following the Effective Time, eligibility to participate and level of benefits) under each employee benefit plan maintained by Buyers Purchaser shall provide or any of their Subsidiaries, Buyers shall cause such employee benefit plan to recognize be provided, to current and former employees of the service of each employee who is actively employed by the Companies and their Subsidiaries on the Closing Date Company (collectively, the “Covered Company Employees”) compensation and employee benefits in the aggregate that are not less favorable in the aggregate than those provided to Company Employees immediately before the same extent such service was recognized immediately prior to the Closing Date under a comparable Company Benefit Plan in which such Covered Employee was eligible to participate immediately prior to the Closing DateEffective Time; provided provided, however, that the foregoing shall not apply with respect diminish any obligation of the Surviving Company pursuant to any employment or similar agreement between the Company and any Company Employee in existence as of the Closing Date or guarantee the continued employment of any Company Employee. (b)For all purposes under the employee benefit accrual plans of Purchaser and its affiliates providing benefits to any Company Employees after the Effective Time (the “New Plans”) other than for benefit accruals under a defined benefit pension plans plan, each Company Employee shall be credited with his or to her respective years of service with the extent such operation would result in a duplication of benefits for a Covered Employee with respect Company before the Effective Time, to the same period of extent as such Company Employee was entitled, before the Effective Time, to credit for such service or to the extent such period of service is not recognized under the applicable Buyer employee benefit plan for its similarly situated employeesany similar Company Employee Plans. In addition, and without limiting the generality of the foregoing, : (i) each Covered Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans; and (ii) for purposes of each New Plan providing medical, dental, 30 Confidential Treatment Requested pharmaceutical and/or vision benefits to any Company Employee, Purchaser shall cause all pre-existing condition exclusions, waiting periods and actively-at-work requirements of such New Plan to be waived for such employee benefit plans maintained by Buyers and his or any of their Subsidiaries to the extent coverage under such plans is comparable toher covered dependents, and a replacement for, a Purchaser shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Company Benefit Employee Plan in which such Covered Company Employee participated immediately before the consummation of Effective Time (such plans, collectively, the transactions contemplated by this Agreement, and (ii“Old Plans”) with respect ending on the date such employee’s participation in the corresponding New Plan begins to any health, dental, vision or other welfare plans of Buyers or any of their Subsidiaries (other than the Companies and their Subsidiaries) in which any Covered Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods be taken into account under such Buyer or Subsidiary plan to be waived with respect to such Covered Employee, to the extent such limitation would have been waived or satisfied under the Company Benefit New Plan in which such Covered Employee participated immediately prior to the Closing Date, and (y) recognize any health, dental or vision expenses incurred by such Covered Employee in the plan year that includes the Closing Date for purposes of any applicable deductible satisfying all deductible, coinsurance and annual maximum out-of-pocket expense requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan. (c)Notwithstanding the preceding provisions of this Section 6.4, this Section 6.4 is not intended to and shall not (i) create any third party rights, (ii) amend any employee benefit plan, program, policy or arrangement, including any New Plan, Old Plan or Company Employee Benefit Plan, (iii) subject to Purchaser’s obligations under Section 6.4(a), require Purchaser or the Surviving Corporation to continue any such healthCompany Employee Plan beyond the time when it otherwise lawfully could be terminated or modified, dental or vision plan (iv) provide any Company Employee with any rights to continued employment, or, subject to Purchaser’s obligations under Section 6.4(a), severance pay or similar benefits following the Closing. (d)Promptly following Closing, Purchaser shall cause the Surviving Corporation to provide letters in the forms approved by the Company prior to the date hereof to each of Buyers or any of their Subsidiaries.the employees set forth on Schedule 6.4(d). 6.5

Employees. (a) For all purposes (including purposes of vestingFollowing the Closing Date, eligibility to participate and level of benefits) under each employee benefit plan maintained by Buyers through December 31, 2013, Buyer shall make, or any of their Subsidiaries, Buyers shall cause such employee benefit plan its Affiliates to recognize make, available to the service employees of each employee who is actively employed by the Companies Company, Akos and their respective Subsidiaries on the Closing Date (collectively, the “Covered Employees”) and their eligible dependents employee benefits and compensation plans, programs and arrangements that are substantially comparable in the aggregate to the same extent such service was recognized employee benefits and compensation programs and arrangements that were provided by Seller to the Employees and their eligible dependents immediately prior to the Closing Date under a comparable Company Benefit Plan in which such Covered Employee was eligible or, at Buyer’s election, that Buyer and its Affiliates make available to participate immediately prior to the Closing Date; provided that the foregoing shall not apply with respect to benefit accrual under defined benefit pension plans or to the extent such operation would result in a duplication of benefits for a Covered Employee with respect to the same period of service or to the extent such period of service is not recognized under the applicable Buyer employee benefit plan for its their similarly situated employees. In addition, and without limiting the generality of the foregoing, (i) each Covered Employee shall be immediately eligible to participate, without any waiting time, in any and all employee benefit plans maintained by Buyers or any of their Subsidiaries to the extent coverage under such plans is comparable to, and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this Agreement, and (ii) with respect to any health, dental, vision or other welfare plans of Buyers or any of their Subsidiaries (other than the Companies and their Subsidiaries) in which any Covered Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause any either case without limitations based upon pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived with respect to such Covered Employee, to the extent such limitation would have been waived or satisfied conditions for which no exclusion was applicable under the Company Benefit Plan in which such Covered Employee participated immediately prior Employer Plans (and Buyer shall use commercially reasonable efforts to ensure that the Closing Date, amount of deductibles and (y) recognize any health, dental or vision expenses incurred by such Covered Employee in the plan year that includes the Closing Date for purposes of any applicable deductible and annual out-of-pocket expense requirements expenses incurred by, and credited to, the Employees under the Employee Plans prior to the Closing Date for the calendar year of the Closing shall be credited toward the satisfaction of deductibles under the employee benefits and compensation plans, programs and arrangements sponsored or maintained by Buyer or its Affiliates (the “Buyer Plans”)). Buyer shall ensure that the Buyer Plans grant full credit for all service or employment with, and recognized by, the Company, Akos and their respective Subsidiaries for purposes of eligibility, participation and vesting with respect to any such healthBuyer Plan that is an employee pension benefit plan, dental as defined in Section 3(2) of ERISA, and, for purposes of eligibility, participation and determining the amount of any benefit with respect to any Buyer Plan that is a vacation plan and any Buyer Plan that is an employee welfare benefit plan, as defined in Section 3(1) of ERISA, including, without limitation, any severance plan or vision plan sick leave plan. Buyer shall ensure that the Company, Akos and their respective Subsidiaries, as applicable, recognize the vacation time and sick leave benefits due to the Employees as of Buyers or any of their Subsidiariesthe Closing Date.

Employees. (a) For all purposes (including purposes Subject to considerations relating to the particular geographic region in which the employee is located, it is the intent of vesting, eligibility to participate and level the parties hereto that the employees of benefits) under each employee benefit plan maintained by Buyers or any of their Subsidiaries, Buyers shall cause such employee benefit plan to recognize the service of each employee who is actively Price REIT employed by the Companies Surviving Corporation after the Effective Time (the "Former Price REIT Employees") shall in general receive compensation and their Subsidiaries benefits on the same basis and subject to the same standards as the employees of Kimco; provided, that, for a period of one year after the Closing Date (collectivelythe standards of compensation and benefits received by such employees shall be substantially similar to, the “Covered Employees”) to the same extent such service was recognized immediately prior to the Closing Date under a comparable Company Benefit Plan in which such Covered Employee was eligible to participate but not less than, those received from Price REIT immediately prior to the Closing Date; provided that the foregoing shall not apply with respect to benefit accrual under defined benefit pension plans or to the extent such operation would result in a duplication of benefits for a Covered Employee with respect to the same period of service or to the extent such period of service is not recognized under the applicable Buyer employee benefit plan for its similarly situated employees. In addition, and without limiting all Former Price REIT Employees shall, at the generality option of the foregoingSurviving Corporation, either (i) each Covered Employee continue to be eligible to participate in any "employee benefit plan," as defined in Section 3(3) of ERISA, and any other benefit programs, policies and arrangements of Price REIT which are, at the option of the Surviving Corporation, continued by the Surviving Corporation, or alternatively shall be immediately eligible to participate in the same manner as other similarly situated employees of the Surviving Corporation who were formerly employees of Kimco in any "employee benefit plan," as defined in Section 3(3) of ERISA, and any other benefit programs, policies and arrangements sponsored or maintained by the Surviving Corporation after the Effective Time. With respect to each such employee benefit plan, program, policy or arrangement, service with Price REIT or any of its Subsidiaries (as applicable) shall be included for purposes of determining eligibility to participate, without any waiting time, in any vesting (if applicable) and all employee benefit entitlement to benefits. The medical plan or plans maintained by Buyers or any of their Subsidiaries the Surviving Corporation after the Effective Time shall waive all limitations as to the extent coverage under such plans is comparable topre-existing conditions, exclusions and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this Agreement, and (ii) waiting periods with respect to any health, dental, vision or other welfare plans of Buyers or any of their Subsidiaries (other than the Companies participation and their Subsidiaries) in which any Covered Employee is eligible coverage requirements applicable to participate for the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived with Former Price REIT Employees. With respect to such Covered Employeevacation benefits provided by the Surviving Corporation, the vacation benefit of each Former Price REIT Employee shall include all hours of accrued but unused vacation hours with Price REIT or its affiliates. Nothing in this Section 7.14 shall require Kimco to continue the extent such limitation would have been waived or satisfied under the Company Benefit Plan in which such Covered Employee participated immediately prior to employment of any particular Price REIT employee from and after the Closing Date, and (y) recognize any health, dental or vision expenses incurred by such Covered Employee in the plan year that includes the Closing Date for purposes of any applicable deductible and annual out-of-pocket expense requirements under any such health, dental or vision plan of Buyers or any of their Subsidiaries.

Employees. (a) For all purposes (including purposes Seller agrees to provide Buyer with an updated Schedule of vesting, eligibility to participate and level Business Employees at Closing which includes each of benefits) under each employee benefit plan maintained the employees engaged by Buyers or any Seller principally in connection with the Stations as of their Subsidiaries, Buyers shall cause such employee benefit plan to recognize the service of each employee who is actively employed by the Companies and their Subsidiaries on the Closing Date (collectively, the “Covered Employees”) to the same extent such service was recognized date immediately prior to the Closing Date under (each a comparable Company Benefit Plan in which such Covered Employee was eligible to participate immediately prior to “Station Employee” and collectively, the “Stations’ Employees”), including each of their respective job titles, dates of hire and rates of pay. Buyer shall offer employment as of the Closing Date; provided that the foregoing Date to all Stations’ Employees and shall not apply with respect to benefit accrual under defined benefit pension plans or to the extent such operation would result in a duplication assume all obligations of benefits for a Covered Employee with respect to the same period of service or to the extent such period of service is not recognized Seller under the applicable Buyer employee benefit plan for its similarly situated employeesemployment and compensation agreements set forth on Schedule 1.1(c) hereto. In addition, and without limiting the generality As of the foregoing, (i) each Covered Employee shall be immediately eligible to participate, without any waiting time, in any and all employee benefit plans maintained by Buyers or any of their Subsidiaries to the extent coverage under such plans is comparable to, and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this Agreement, and (ii) with respect to any health, dental, vision or other welfare plans of Buyers or any of their Subsidiaries (other than the Companies and their Subsidiaries) in which any Covered Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived with respect to such Covered Employee, to the extent such limitation would have been waived or satisfied under the Company Benefit Plan in which such Covered Employee participated immediately prior to the Closing Date, Buyer shall employ upon terms offered by Buyer each such Station Employee (other than Wxxxx Xxxxxxx and for the avoidance of doubt Pxxxx Xxxxxxx) who accepts Buyer’s offer of employment (y“Transferred Employees”) recognize any healthat a salary and at a position that are comparable to those provided by Seller immediately before the execution hereof; provided that Buyer shall assume all obligations of Seller under the employment and compensation agreements set forth on Schedule 1.1(c) hereto. As of the Effective Time, dental Buyer shall cause all such Transferred Employees who are not covered under the terms of a collective bargaining agreement (collectively, the “Transferred Non-CBA Employees”) to be eligible to participate in Buyer’s employment, bonus, incentive compensation, deferred compensation, pension, profit sharing, retirement, equity-based, leave of absence, vacation, severance, insurance, worker’s compensation, disability, supplemental unemployment, and other benefit plan, arrangement, agreement, practice or vision expenses incurred by such Covered Employee policy (including, without limitation, “employee welfare benefit plans” and “employee pension benefit plans” as defined in Sections 3(1) and 3(2) of ERISA) (collectively, the “Buyer Benefit Plans”) under terms and conditions that, in the plan year that includes aggregate, are equivalent to the Closing Date terms and conditions under which similarly situated employees of the Buyer participate in the Buyer Benefit Plans or as otherwise required pursuant to any employment and compensation agreements set forth on Schedule 1.1(c) hereto. Buyer shall further cause each Buyer Benefit Plan, as may apply, to recognize service of the Transferred Non-CBA Employees with Seller for purposes of eligibility and vesting only; provided that Buyer shall cause each applicable Buyer Benefit Plan that provides vacation or severance benefits to recognize service of the Transferred Employees with Seller also for purposes of determining the amount of benefits; provided, however, any applicable deductible and annual outseverance benefits paid under a Buyer Benefit Plan shall be offset by any severance benefits paid to a Transferred Non-of-pocket expense requirements CBA Employee under any such healthEmployee Benefit Plan, dental employment or vision plan of Buyers compensation agreement, or any other severance arrangement provided for in this Agreement, including the severance arrangements described on Schedule 5.12. Buyer shall give Transferred Non-CBA Employees credit under the Buyer Benefit Plans for any deductibles or co-payments paid for the current year under any plan maintained by Seller. Buyer shall provide Transferred Employees who are covered under the terms of their Subsidiariesa collective bargaining agreement (the “Transferred CBA Employees”) benefits in accordance with the terms of such agreement.

Employees. (a) For all purposes (including purposes of vestingFrom and after the Closing, eligibility the Purchaser --------- agrees to participate provide, or to cause Polymetrics and level of benefits) under each employee benefit plan maintained the Subsidiaries to provide, those persons employed by Buyers Polymetrics or any of their Subsidiaries, Buyers shall cause such employee benefit plan to recognize the service of each employee who is actively employed by the Companies and their Subsidiaries on the Closing Date (collectively, the “Covered Employees”) to the same extent such service was recognized Subsidiary immediately prior to the Closing Date under a Closing, including those employees on vacation, leave of absence, disability (work related or otherwise) or sick leave or layoff (whether or not such employees return to active employment with Polymetrics or any Subsidiary) (the "Transferred Employees"), --------------------- with substantially the same level of employee benefits which are provided by the Purchaser to its employees of comparable Company Benefit Plan in which such Covered Employee was eligible to participate immediately status and seniority. The Purchaser will assume the sponsorship of the Polymetrics' 401(k) pension plan (the "Plan") ---- as of the Closing. The Purchaser hereby acknowledges and understands that prior to the Closing Date; provided that Closing, Polymetrics shall spin-off the foregoing shall not apply with respect to benefit accrual under defined benefit pension plans or account balances in the Plan of those employees of Handy HRM Corp. who were participating in the Plan into another plan unrelated to the extent Purchaser; provided, however, that if it is not -------- ------- administratively feasible to complete such operation would result spin-off prior to the Closing, the Purchaser shall cooperate with and use its best efforts to effectuate the transfer of such assets, but in a duplication no event shall such transfer take place after November 30, 1995 or, if later, the completion of any required 5310-A notification under the Internal Revenue Code. Notwithstanding the foregoing, the Purchaser shall have the right at any time subsequent to the Closing to merge the Plan into the United States Filter Corporation 401(k) Plan ("USFC Plan") in --------- conformity with the qualified plan merger provisions of the Internal Revenue Code and the regulations thereunder. From and after the date of any such merger of the Plan into the USFC Plan, all of the benefits for a Covered Employee accrued by the Transferred Employees under the Plan as of the date of the Plan merger shall be preserved under the USFC Plan with respect to the same period of service or to the extent such period of service is not recognized under the applicable Buyer employee benefit plan for its similarly situated employees. In addition, and without limiting the generality Transferred Employees' Plan account balances as of the foregoing, (i) each Covered Employee date of the Plan merger and all future benefit accruals shall be immediately eligible to participate, without any waiting time, in any and all employee benefit plans maintained by Buyers or any of their Subsidiaries to based on the extent coverage under such plans is comparable to, and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation provisions of the transactions contemplated by this Agreement, and (ii) with respect Plan as it shall be amended from time to any health, dental, vision or other welfare plans of Buyers or any of their Subsidiaries (other than the Companies and their Subsidiaries) in which any Covered Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived with respect to such Covered Employee, to the extent such limitation would have been waived or satisfied under the Company Benefit Plan in which such Covered Employee participated immediately prior to the Closing Date, and (y) recognize any health, dental or vision expenses incurred by such Covered Employee in the plan year that includes the Closing Date for purposes of any applicable deductible and annual out-of-pocket expense requirements under any such health, dental or vision plan of Buyers or any of their Subsidiariestime.

Employees. (a) For Sellers shall grant Purchaser access to all purposes (including purposes Employees to allow Purchaser to evaluate such Employees for potential employment with Purchaser after the Closing Date, subject to any such Employee's satisfaction of vestingany and all employment requirements imposed by Purchaser. Prior to the Effective Time, eligibility to participate and level Sellers shall terminate the employment of benefits) under each employee benefit plan maintained by Buyers or any all Employees as of their Subsidiaries, Buyers shall cause such employee benefit plan to recognize the service close of each employee who is actively employed by business on the Companies and their Subsidiaries on day immediately preceding the Closing Date (collectively, other than any Employees who shall continue to be employed by OHC after the “Covered Employees”) to Effective Time. On or before the same extent such service was recognized immediately prior to the Closing Date under a comparable Company Benefit Plan in which such Covered Employee was eligible to participate immediately third Business Day prior to the Closing Date; provided that , Purchaser shall offer to hire, or cause one or more of its Affiliates to offer to hire, a minimum of eighty percent (80%) of all Eligible Employees of Sellers on the foregoing date of this Agreement on terms, including compensation and benefits, equivalent to employees of Purchaser or its Affiliates in comparable positions. All Eligible Employees who are offered employment by Purchaser and accept such offer of employment shall not apply with respect to benefit accrual under defined benefit pension plans be hired by Purchaser, or to one or more of its Affiliates, effective as of the extent such operation would result in a duplication of benefits for a Covered Employee with respect to the same period of service or to the extent such period of service is not recognized under the applicable Buyer employee benefit plan for its similarly situated employeesClosing Date. In additionPurchaser shall, and without limiting the generality of the foregoingshall cause its Affiliates to, (i) each Covered Employee shall be immediately eligible waive all limitations as to participateinsured preexisting health conditions, without any exclusions and waiting time, in any and all employee benefit plans maintained by Buyers or any of their Subsidiaries to the extent coverage under such plans is comparable to, and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this Agreement, and (ii) periods with respect to participation and coverage requirements applicable to the Eligible Employees hired by Purchaser or its Affiliates under any healthwelfare benefit, dental, vision or other welfare 401(k) and similar plans of Buyers or any of their Subsidiaries (other than the Companies and their Subsidiaries) in which any Covered Employee is that such Eligible Employees may be eligible to participate for in after the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause any pre-existing condition Closing other than limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived that are already in effect with respect to such Covered Employee, to Eligible Employees and that have not been satisfied as of the extent Closing Date under any such limitation would have been waived or satisfied under the Company Benefit Plan in which plan maintained for such Covered Employee participated Eligible Employees immediately prior to the Closing Date, and (yii) recognize provide each such Eligible Employee with credit for the years of service of such Eligible Employee with Sellers under any welfare benefit, 401(k) and similar plan in which the Eligible Employees are eligible to participate after the Closing. Sellers shall be liable and responsible for and pay any and all liabilities and obligations (a) under the WARN Act arising out of or resulting from termination by Sellers of Sellers' Employees, and (b) otherwise associated with the termination and severance by Sellers of all Employees of Sellers or the retention of the Employees who continue to be employed by OHC after the Effective Time, including any and all obligations to provide such Employees with continued health, dental disability, life or vision expenses incurred other retirement benefits (whether covered by insurance or not), including COBRA benefits (all such Covered liabilities and obligations, collectively, the "Employee in the plan year that includes the Closing Date for purposes of any applicable deductible and annual out-of-pocket expense requirements under any such health, dental or vision plan of Buyers or any of their SubsidiariesRetained Liabilities").

Employees. (a) For all purposes (including purposes a period of vestingat least one year --------- after the Effective Time, eligibility to participate and level of benefits) under each employee benefit plan maintained by Buyers Parent shall, or any of their Subsidiaries, Buyers shall cause the Surviving Corporation to, maintain employee base salary amounts for the employees of the Company and its Subsidiaries who continue as employees of the Surviving Corporation (the "COMPANY EMPLOYEES") that are at least equal to amounts that they are currently receiving with the Company and its Subsidiaries; after such year, employee benefit plan base salary amounts for Company Employees shall be, in the reasonable judgment of Parent, no less favorable to recognize them than the service base salary amounts provided to similarly situated employees of each Parent's services business in the United States. For a period of at least one year after the Effective Time, Parent shall, or shall cause the Surviving Corporation to, maintain employee who is actively employed by the Companies and their Subsidiaries on the Closing Date (collectively, the “Covered Employees”) bonus opportunities for Company Employees that are at least equal to opportunities to which they were entitled with respect to the same extent fiscal year ended December 31, 2000; after such service was recognized immediately year, employee bonus opportunities for Company Employees shall be, in the reasonable judgment of Parent, no less favorable to them than the bonus opportunity provided to similarly situated employees of Parent's services business in the United States. Notwithstanding the foregoing two sentences, if there is an across-the-board reduction in the base salaries or bonus opportunities of all or substantially all of the employees of Parent's services business in the United States, then the base salaries or bonus opportunities of Company Employees may also be reduced as a part of that reduction effort. Until Company Employees receive benefits under benefits arrangements provided to similarly situated employees of Parent's services business in the United States ("PARENT PLANS"), Parent shall, or shall cause the Surviving Corporation, to maintain the Employee Plans for the benefit of Company Employees. Parent shall, or shall cause the Surviving Corporation to, give each Company Employee full credit in respect of his or her employment with the Company or its Subsidiaries prior to the Closing Date under a comparable Company Benefit Plan in which such Covered Employee was eligible to participate immediately prior to the Closing Date; provided that the foregoing shall not apply with respect to Effective Time for purposes of eligibility, vesting, level of benefits and service, other than benefit accrual under any defined benefit pension plans plans, under any applicable Employee Plan (in accordance with the terms of such Employee Plan) or Parent Plan (to the extent that the applicable Employee Plan gave such operation would result in a credit); provided, however that solely to the extent necessary to avoid duplication of benefits for a Covered Employee benefits, amounts payable under the Parent Plans may be reduced by amounts payable under the applicable Company Plans with respect to the same period periods of service or to the extent such period of service is not recognized under the applicable Buyer employee benefit plan for its similarly situated employees. In addition, and without limiting the generality of the foregoing, (i) each Covered Employee shall be immediately eligible to participate, without any waiting time, in any and all employee benefit plans maintained by Buyers or any of their Subsidiaries to the extent coverage under such plans is comparable to, and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this Agreement, and (ii) with respect to any health, dental, vision or other welfare plans of Buyers or any of their Subsidiaries (other than the Companies and their Subsidiaries) in which any Covered Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived with respect to such Covered Employee, to the extent such limitation would have been waived or satisfied under the Company Benefit Plan in which such Covered Employee participated immediately prior to the Closing Date, and (y) recognize any health, dental or vision expenses incurred by such Covered Employee in the plan year that includes the Closing Date for purposes of any applicable deductible and annual out-of-pocket expense requirements under any such health, dental or vision plan of Buyers or any of their Subsidiariesservice.

Employees. (a) For On or as soon as practicable following the Closing Date, all purposes (including purposes employees of vestingthe Company, eligibility to participate and level and, as of benefits) under each employee benefit plan maintained by Buyers their respective hire dates with the Company or NetRatings or any of their Subsidiariesrespective subsidiaries, Buyers shall cause such employee benefit plan to recognize all employees of ACN and its affiliates who are Dedicated Employees (as defined in the service of each employee Services Agreement) and who is actively employed by the Companies and their Subsidiaries on following the Closing Date become employees of the Company or NetRatings or any of their respective subsidiaries as contemplated by the Services Agreement (collectively, the “Covered "Company Employees”) "), shall be entitled to participate in all employee benefit plans, programs and arrangements maintained by NetRatings for the benefit of similarly situated employees as of the Closing Date or such hire date, as applicable (the "NetRatings Plans"). From and after the Closing Date, or, with respect to Dedicated Employees, their respective hire dates with the Company or NetRatings or any of their respective subsidiaries, NetRatings shall, to the same extent permitted by the NetRatings Plans as of the Closing Date, cause the NetRatings Plans to (i) credit the Company Employees with all of the years and months of service they had been credited with under any comparable plan in which such service was recognized immediately Company Employees participated prior to the Closing Date under a comparable Company Benefit Plan in which such Covered Employee was eligible to participate immediately prior to the Closing Date; provided that the foregoing shall not apply with respect to benefit accrual under defined benefit pension plans or to the extent such operation would result in a duplication of benefits for a Covered Employee with respect to the same period of service or to the extent such period of service is not recognized under the applicable Buyer employee benefit plan for its similarly situated employees. In additionhire date (as applicable), and without limiting the generality of the foregoing, (i) each Covered Employee shall be immediately eligible to participate, without any waiting time, in any and all employee benefit plans maintained by Buyers or any of their Subsidiaries to the extent coverage under such plans is comparable to, and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this Agreement, and (ii) with respect to any health, dental, vision or other welfare plans of Buyers or any of their Subsidiaries (other than the Companies and their Subsidiaries) in which any Covered Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause waive any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary of the Company Employees for purposes of any employee welfare plan to be waived with respect to such Covered Employee, (within the meaning of Section 3(1) of ERISA) maintained by NetRatings to the extent such limitation would have been waived or satisfied condition was covered under the Company Benefit Plan in which such Covered Employee participated immediately prior to applicable plan maintained by the Closing DateCompany, and (yiii) recognize any health, dental or vision expenses and claims that are incurred by such Covered a Company Employee in the plan year that includes in which the Closing Date or hire date (as applicable) occurs and were recognized by a similar Company Employee Plan for purposes the purpose of any applicable computing deductible and annual outamounts, co-of-pocket expense requirements payments or other limitations on coverage under any such health, dental or vision plan of Buyers or any of their Subsidiariesthe NetRatings Plans.

Employees. Bxxxx agrees to make an offer of employment as soon as practicable after the Closing to the employees as identified on Schedule 6.03 hereto (athe “Identified Employees”). Seller will (i) For cooperate with Buyer in all purposes respects with respect to and not discourage any employee from accepting Buyer’s offer of employment to the Identified Employees; (including purposes of vesting, eligibility ii) not solicit or make any counter offer to participate and level of benefits) under each employee benefit plan maintained by Buyers or retain any of their Subsidiariesthe Identified Employees; (iii) assign to Buyer and refrain from enforcing any confidentiality, Buyers shall cause such employee benefit plan non-competition or similar restrictive agreements against any Identified Employees related to recognize the service Coflex Business that it may have in place with Identified Employees who accept Buyer’s offer of employment; and (iv) pay to each employee Identified Employee who is actively employed by the Companies accepts Buyer’s offer of employment (A) all accrued but unused vacation time (where applicable) and their Subsidiaries on all other wages or compensation through the Closing Date as required by applicable Law and (collectively, B) a pro rata amount through the “Covered Employees”) Closing Date of any short term incentive bonus or commission for all periods prior to and up to the same extent Closing Date to which such service was recognized immediately Identified Employees would otherwise have become entitled to receive, in accordance with Seller’s existing policies and programs, but for the fact that they were not Employees of Seller or its Affiliates as of the end of any such period. Except for successor COBRA obligations, Buyer will have no liability or obligation of any nature under this Agreement or in connection with the transactions contemplated hereby with respect to any liabilities owed to Identified Employees prior to the Closing Date under a comparable Company Benefit Plan in which such Covered Employee was eligible nor to participate immediately prior to the Closing Date; provided that the foregoing shall any current or former employees of Seller or its Affiliates who are not apply with respect to benefit accrual under defined benefit pension plans or to the extent such operation would result in a duplication of benefits for a Covered Employee with respect to the same period of service or to the extent such period of service is not recognized under the applicable Buyer employee benefit plan for its similarly situated employees. In addition, and without limiting the generality of the foregoing, (i) each Covered Employee shall be immediately eligible to participate, without any waiting time, in any and all employee benefit plans maintained by Buyers Identified Employees or any Identified Employees who do not accept Buyer’s offer of their Subsidiaries to the extent coverage employment. Seller will have no liability or obligation of any nature under such plans is comparable to, and a replacement for, a Company Benefit Plan this Agreement or in which such Covered Employee participated immediately before the consummation of connection with the transactions contemplated by this Agreement, and (ii) hereby with respect to any health, dental, vision liabilities that become owing to Identified Employee on or other welfare plans of Buyers or any of their Subsidiaries (other than the Companies and their Subsidiaries) in which any Covered Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived with respect to such Covered Employee, to the extent such limitation would have been waived or satisfied under the Company Benefit Plan in which such Covered Employee participated immediately prior to after the Closing Date, unless otherwise agreed and (y) recognize any health, dental or vision expenses incurred by such Covered Employee specified in the plan year that includes the Closing Date for purposes of any applicable deductible and annual out-of-pocket expense requirements under any such health, dental or vision plan of Buyers or any of their SubsidiariesTransition Services Agreement.

Employees. (a) For all purposes (including purposes Purchaser shall offer, prior to Closing, full-time employment effective as of vesting, eligibility to participate and level of benefits) under each employee benefit plan maintained by Buyers or any of their Subsidiaries, Buyers shall cause such employee benefit plan to recognize the service of each employee who is actively employed by the Companies and their Subsidiaries on the Closing Date to no less than 55 of the individuals listed on the Employee List. Purchaser agrees that such individuals who accept employment with Purchaser will not be terminated by Purchaser without "cause" (collectively, as such term is defined in Purchaser's 2001 Stock Option and Incentive Plan) for a period of ninety (90) days following the “Covered Employees”) to Closing Date and such employee's place of employment shall not be moved during such 90-day period more than 25 miles from the same extent Company's principal executive office on the date hereof. Each such service was recognized offer of employment by Purchaser shall be for a substantially similar position as such employee held immediately prior to the Closing Date under a comparable Company Benefit Plan in which and at no less than the same salary or regular wage rate received by such Covered Employee was eligible to participate employee immediately prior to the Closing Date; provided that as set forth on the foregoing shall not apply with respect to benefit accrual under defined benefit pension plans or to the extent such operation would result in a duplication of benefits for a Covered Employee with respect to the same period of service or to the extent such period of service is not recognized under the applicable Buyer employee benefit plan for its similarly situated employeesList. In addition, and without limiting the generality of the foregoing, (i) each Covered Employee shall be immediately eligible to participate, without any waiting time, in any and all employee benefit plans maintained by Buyers or any of their Subsidiaries to the extent coverage under such plans is comparable to, and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this Agreement, and (ii) with respect to any health, dental, vision or other welfare plans of Buyers or any of their Subsidiaries (other than the Companies and their Subsidiaries) in which any Covered Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, Buyers Purchaser shall use their its reasonable best efforts to (x) cause any pre-existing condition limitations or make available to such employees the same respective employee benefits that are generally available to Purchaser's employees. To the extent permitted by such employee benefit plans, Purchaser shall take into account for purposes of eligibility waiting periods and vesting under such Buyer employee benefit plans of Purchaser (other than stock option or Subsidiary plan to be waived stock purchase plans of Purchaser) the service of each such employee with respect to the Seller as if such Covered Employeeservice were with the Purchaser, to the same extent to which such limitation service would have been waived or satisfied credited under the Company Benefit Plan in which such Covered Employee participated immediately prior to the Closing Date, and (y) recognize any health, dental or vision expenses incurred by such Covered Employee in the applicable benefit plan year that includes the Closing Date of Purchaser. Purchaser shall take into account for purposes of determining an employee's eligibility for vacation under Purchaser's generally applicable vacation policy the service of each such employee with the Seller as if such service were with the Purchaser. Purchaser shall request its health care providers to give effect to all deductible amounts paid in the current fiscal year in connection with Seller's health care plans by any applicable individual on the Employee List who accepts employment with Purchaser to the same extent as if such deductible amount had been paid under Purchaser's health care plans. The Seller shall, and annual out-of-pocket expense requirements under any such healthshall cause its Subsidiary to, dental or vision plan cooperate with Purchaser to provide reasonable access to their respective employees and their employment records during the period Purchaser is making determination of Buyers or any of their Subsidiariesemployment offers.

Employees. (a) For all purposes (including purposes of vestingFrom and after the Closing Date, eligibility to participate and level of benefits) under each employee benefit plan maintained by Buyers except as otherwise set forth herein, Buyer will cause the Companies or any of their the Subsidiaries, Buyers as applicable, to honor, in accordance with their terms and this Agreement, the Employment Agreements. For a period of one year from the Closing Date, Buyer shall, or shall cause such employee benefit plan to recognize the service of each employee who is actively employed by the Companies and their to Subsidiaries on to, provide salary and welfare benefits coverage to each Company Employee so that the Closing Date (collectively, salary and welfare benefits coverage received by each such Company Employee is comparable in the “Covered Employees”) aggregate to the same extent salary and welfare benefits coverage of each such service was recognized immediately prior to the Closing Date under a comparable Company Benefit Plan in which such Covered Employee was eligible to participate immediately prior to the Closing Date; provided . Thereafter, Buyer shall, or shall cause the Companies and to Subsidiaries to, provide welfare benefits to Company Employees under the Employee Plans of Buyer or Buyer's Affiliates or other Employee Plans of the Companies so that the foregoing aggregate benefits to such Company Employees are comparable to those that are applicable to similarly-situated employees of Buyer. For the avoidance of doubt, none of Buyer, the Companies nor the Subsidiaries shall not apply with respect be obligated to benefit accrual under defined benefit pension plans or make available to the extent such operation would result in a duplication of benefits for a Covered any Company Employee with respect to the same period of service or to the extent such period of service is not recognized under the applicable Buyer employee benefit plan for its similarly situated employees. In addition, and without limiting the generality of the foregoing, (i) each Covered Employee shall be immediately eligible any stay bonuses in addition to participatethe obligations to pay the stay bonuses referenced in Section 10.6(c) below or (ii) any Options or other rights for equity ownership in the Buyer, without any waiting timethe Companies or the Subsidiaries. Buyer agrees, in any and all employee benefit plans maintained by Buyers agrees to cause the Companies, the Subsidiaries or any of their Subsidiaries Buyer's Affiliates, to the extent coverage under such plans is comparable toprovide that, and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this Agreement, and (ii) with respect to any healthEmployee Plans of Buyer, dentalits Affiliates or the Companies, vision or other welfare plans the Subsidiaries, all Company Employees shall receive recognition for their service before the Closing Date with STEN, Majority Shareholder and their Affiliates, as well as predecessors of Buyers the same, for purposes of seniority, eligibility to participate, eligibility for benefits and vesting, with the exclusion of Buyer's pension plan, in which case service will only be recognized for eligibility and vesting purposes. Buyer agrees to waive, and to cause the Companies or any of their Subsidiaries (other than the Companies Buyer's Affiliates to waive, any and their Subsidiaries) in which any Covered Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause any all applicable pre-existing condition limitations exclusions that would otherwise apply to any Company Employee under any Employee Plan of Buyer, Buyer's Affiliates or eligibility waiting periods under such Buyer the Companies that provides medical or Subsidiary plan dental welfare benefits for which a Company Employee may be eligible to be waived with respect to such Covered Employee, to the extent such limitation would have been waived participate on or satisfied under the Company Benefit Plan in which such Covered Employee participated immediately prior to after the Closing Date, and (y) recognize Buyer further agrees, and shall cause the Companies and Buyer's Affiliates to agree, that any health, dental or vision expenses incurred by such Covered Employee in or on behalf of any Company Employees on or before the Closing Date during the plan year that includes or other coverage period in which such Company Employees are first provided coverage under such Employee Plans shall be taken into account under the Closing Date Employee Plans of Buyer, Buyer's Affiliates and the Companies for purposes of any satisfying applicable deductible deductible, coinsurance and annual maximum out-of-pocket expense requirements under any such health, dental or vision plan of Buyers or any of their Subsidiariesprovisions.

Employees. (a) For all purposes (including purposes During the period from the Effective Time until the second anniversary of vestingthe Effective Time, eligibility subject to participate and level the terms of benefits) under any applicable collective bargaining agreement or employment agreement, Parent shall, or shall cause its Subsidiaries to, provide to each employee benefit plan maintained Person who is employed by Buyers the Company or any Company Subsidiary immediately prior to the Effective Time who continues in the employment of Parent, the Surviving Corporation or any of their respective subsidiaries on or after the Effective Time (each, a “Continuing Employee”) compensation and benefits (including severance benefits) that are substantially equivalent in the aggregate to the compensation and benefits provided to similarly situated employees of Parent and its Subsidiaries (other than the Company and the Company Subsidiaries). Parent shall, Buyers or shall cause its Subsidiaries to, provide to each Continuing Employee, to the extent not previously provided to such employee benefit plan to recognize the service of each employee who is actively employed Continuing Employee by the Companies and their Company or the Company Subsidiaries on the Closing Date (collectively, the “Covered Employees”) except to the same extent that such service was recognized bonus had not been properly accrued in the Company Financial Statements for periods prior to the date hereof (subject to adjustments in the ordinary course consistent with past practice)), (i) the amount of the bonus earned and accrued for the period ending June 30, 2013, in accordance with the Company’s “All Employee Bonus” and “At-Risk Compensation” programs in the form heretofore disclosed, in effect for such Continuing Employee immediately prior to the Closing Date under a comparable Company Benefit Plan in which Effective Time, such Covered Employee was eligible to participate immediately prior to the Closing Date; provided that the foregoing shall not apply with respect to benefit accrual under defined benefit pension plans or to the extent such operation would result in a duplication of benefits for a Covered Employee with respect to the same period of service or to the extent such period of service is not recognized under the applicable Buyer employee benefit plan for its similarly situated employees. In addition, and without limiting the generality of the foregoing, (i) each Covered Employee bonus shall be immediately eligible payable at the time it would otherwise be payable pursuant to participate, without any waiting time, in any and all employee benefit plans maintained by Buyers or any of their Subsidiaries to the extent coverage under such plans is comparable to, and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this Agreementbonus plan, and (ii) in the event the Effective Time occurs after June 30, 2013, the amount of the quarterly bonus earned and accrued for the applicable three-month period in which the Effective Time occurs, in accordance with respect the Company’s quarterly bonus program to any healthbe established in the ordinary course of business consistent with the Company’s current annual bonus program pursuant to its “All Employee Bonus” and “At-Risk Compensation” programs in the form heretofore disclosed, dentalexcept that the bonus amounts and performance targets shall be determined on a quarterly basis rather than an annual basis, vision in each case, unless such Continuing Employee’s employment is terminated prior to such time by the Surviving Corporation, Company Subsidiary or affiliate thereof, as applicable, without misconduct of the Continuing Employee or other welfare plans of Buyers similar cause, as determined by Parent or any of their its Subsidiaries (other than the Companies and their Subsidiaries) in good faith in its reasonable discretion, in which any Covered Employee is eligible to participate for case such bonus will be payable at the plan year in which time of such Covered Employee is first eligible to participate, Buyers termination and shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived with respect to such Covered Employee, prorated to the extent date of such limitation would have been waived termination. In addition, Parent shall, or satisfied under the Company Benefit Plan in which shall cause its Subsidiaries to, provide to each Continuing Employee base salary (or rate of pay) that is not less than such Covered Employee participated Continuing Employee’s base salary (or rate of pay) immediately prior to the Closing Date, and Effective Time for nine (y9) recognize any health, dental or vision expenses incurred by such Covered Employee months following the Effective Time in the plan year that includes event such Continuing Employee’s duties, responsibilities and authorities are the Closing Date for purposes of any applicable deductible and annual out-of-pocket expense requirements under any same as such health, dental or vision plan of Buyers or any of their SubsidiariesContinuing Employee possessed immediately prior to the Effective Time.

Employees. (a) For all purposes (including purposes of vestingPrior to the Closing, eligibility to participate and level of benefits) under each employee benefit plan maintained by Buyers Buyer shall offer, or any of their Subsidiaries, Buyers shall cause such employee benefit plan a Subsidiary of Buyer to recognize the service offer, employment to those employees of each employee who is actively employed by the Companies Sellers and their Subsidiaries named on the list (which Buyer has provided to Parent) titled “Employees to Receive Offers” (excluding those absent on the Closing Date due to illness, short-term disability or other approved leave of absence) (collectivelythose who accept such offers, the “Covered Continuing Employees”) and shall not offer employment to any employees not named on such. Such employment shall commence immediately after the same extent such service was recognized Closing Date, under wage terms comparable in the aggregate to those enjoyed by the Continuing Employees immediately prior to the Closing Date and under a comparable Company Benefit Plan employee benefit plans that provide substantially the same level of coverage and benefits as those provided to similarly situated employees of Buyer (and in which such Covered Employee was eligible to participate immediately no event materially less than those provided by Sellers and their Subsidiaries in the aggregate). Such offers of employment shall be in writing and delivered prior to the Closing Date and shall require each Continuing Employee accepting such offer, no later than three Business Days before the Closing Date; provided that the foregoing shall not apply with respect to benefit accrual under defined benefit pension plans or to the extent such operation would result in a duplication of benefits for a Covered Employee with respect to the same period of service or to the extent such period of service is not recognized under the applicable Buyer employee benefit plan for its similarly situated employees. In addition, and without limiting the generality of the foregoing, to: (i) each Covered Employee shall be immediately eligible deliver to participate, without any waiting time, in any and all employee benefit plans maintained by Buyers or any Buyer such Continuing Employee’s written acceptance of their Subsidiaries to the extent coverage under such plans is comparable to, and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this Agreementoffer, and (ii) with respect deliver to any health, dental, vision or other welfare plans of Buyers or any of Sellers and their Subsidiaries (other than as applicable) such Continuing Employee’s written resignation of employment with the Companies and their Subsidiaries) in which any Covered Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Buyer applicable Seller or Subsidiary plan to be waived with respect to of one of Sellers that employed such Covered Continuing Employee, to the extent such limitation would have been waived or satisfied under the Company Benefit Plan in which such Covered Employee participated resignation shall be effective immediately prior to the Closing. Employment of any transferring employee will be subject to, among other things: (1) the transferring employee providing Buyer with documentation of eligibility to work in their particular location, if required, (2) the transferring employee completing any paperwork necessary to process paychecks (e.g., Form W-4), (3) the transferring employee signing Buyer’s standard form of intellectual property agreement, (4) Buyer’s verification that there are no agreements in place that would prohibit employing the individual (e.g., employment agreements), (5) the transferring employee certifying that he/she has received and reviewed the Buyer’s Business Guideposts (code of conduct), (6) the transferring employee taking and successfully completing any mandatory training programs (e.g., Buyer’s ethics and FCPA on-line training courses), (7) the Continuing Employee complying with other requests and/or satisfying other requirements of Buyer (e.g., drug screen, background check, etc.). In addition, Buyer shall make offers of employment on similar terms to each employee of Seller and its Subsidiaries named on the list (which Buyer has provided to Parent) titled “Employees to Receive Offers” who, on the Closing Date, is absent due to illness, short-term disability or other approved leave of absence and is able and willing to return to work within ninety (y90) recognize any healthdays after the Closing Date. Notwithstanding the foregoing, dental or vision expenses incurred by with respect to those employees named on the list (which Buyer has provided to Parent) titled “Employees to Receive Offers” and who are identified therein as foreign employees, Buyer’s offer of employment and the subsequent transfer of employment shall be deferred for such Covered Employee period of time as is advisable in the plan year that includes reasonable judgment of Buyer to comply with the Closing Date for purposes requirements of any applicable deductible local law, and annual out-of-pocket expense requirements under any Seller shall cooperate with and assist Buyer in connection with the making of such health, dental or vision plan offers and the transitioning of Buyers or any of their Subsidiariessuch employees.

Employees. (a) For all purposes (including purposes of vestingThe Buyer shall have the right, eligibility but is not obligated, to participate and level of benefits) under each employee benefit plan maintained by Buyers or offer employment to any of their Subsidiaries, Buyers shall cause such employee benefit plan to recognize the service of each employee who is actively person employed by the Companies Seller in connection with the Restaurant Business except as provided in Section 3.2.4; provided, however, that Buyer agrees that it will offer employment to Sara Lake and Michel Maisonneuve which provides for their Subsidiaries on the employment xxx xxx less xxxx xxx (0) xxxx after Closing Date (collectively, the “Covered Employees”) subject to termination for Cause or without Cause upon payment of severance with base salaries for such period in the same extent amount as each such service person was recognized immediately paid for the Seller's last fiscal year ended prior to Closing) so long as the Closing Date under a comparable Company Benefit Plan restaurants in which such Covered Employee was eligible to participate immediately prior to the Closing Date; provided that the foregoing shall not apply with respect to benefit accrual under defined benefit pension plans or to the extent such operation would result in a duplication of benefits for a Covered Employee with respect to aggregate have the same period or greater economic performance (without allocation of service general administrative expenses) as that achieved in such fiscal year and with bonuses and benefits equal to or better than those offered by Buyer or Guarantor to the extent such period of service is not recognized under the applicable Buyer employee benefit plan for its similarly situated their employees. In addition, and without limiting the generality of the foregoing, (i) each Covered Employee shall be immediately eligible to participate, without any waiting time, Except as otherwise expressly provided in any and all employee benefit plans maintained by Buyers or any of their Subsidiaries to the extent coverage under such plans is comparable to, and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this Agreement, the Buyer and (ii) with respect Seller each hereby acknowledge and agree that the Buyer does not hereby assume any past or future obligation of the Seller to any healthperson who is, dentalwas, vision or other welfare plans becomes an employee of Buyers Seller, whether or any of their Subsidiaries (other than not the Companies Buyer offers employment to such person. Seller agrees to be responsible for bonuses due, if any, to Victor M. Gonzalez, Sara Lake, and their Subsidiaries) in which any Covered Employee is eligible to participate Michel Maisonneuve, for the plan year in which such Covered Employee is first eligible applixxxxx xxxxx xxxxxx pxx-xxxxx througx xxx Xxxxxxx Xxxx, but not for any bonuses that may be due thereafter. Buyer agrees that following the Closing and continuing until at least March 31, 2004, Buyer will (if available to participate, Buyers shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan Guarantor in accordance with their current coverages) provide to be waived with respect to such Covered EmployeeVictor M. Gonzalez, to the extent such limitation would have been waived or satisfied under the Company Benefit Plan in which such Covered Employee participated immediately prior to the Closing DateSara Lake and Michel Maisonneuve, and all other xxxxxxxxx xx Xxxxxr xxx xxx xoverex xxxxx Xxxxxx'x xedical and hospitalization coverage at the time of Closing, and who are employed by Buyer, equal or better coverage to that provided by Seller. Following such date, Buyer shall provide its employees with reasonable medical and hospitalization coverage (yif available to Buyer or Guarantor in accordance with their current coverages) recognize any healthequal or better than that provided by Buyer or Guarantor to its own employees of similar corporate position and salary, dental or vision expenses incurred by such Covered Employee with no gaps in the plan year that includes the Closing Date coverage, no waiting periods, and no exclusions for purposes of any applicable deductible prior conditions. All benefits provided for Victor M. Gonzalez, Sara Lake and annual out-of-pocket expense requirements under any such healthMichel Maisonneuve shall take into xxxxxxx, dental or vision plan of Buyers or any of their Subsidiariesxxx xxxxn xxxxxx xxr prixx xxxxxxx xxxx Xxller.

Employees. (a) For As of the Effective Time, Seller shall terminate all purposes employees of Seller in connection with the business or operation of the Businesses and, as of the Effective Time, Lpnt Sub or an affiliate of Lpnt Sub (including purposes of vesting, eligibility to participate and level of benefits) under each employee benefit plan maintained by Buyers or any of their Subsidiaries, Buyers shall cause such employee benefit plan to recognize the service of each employee who is actively employed by the Companies and their Subsidiaries on the Closing Date (collectively, either being the “Covered EmployeesEmployer”) shall offer employment to the same extent all such service was recognized immediately prior employees of Seller (except for those employees listed on Schedule 9.1) who also are active employees on an at-will basis and subject to the Closing Date under a comparable Company Benefit Plan in which such Covered Employee was eligible to participate immediately prior to the Closing Date; provided that the foregoing shall not apply with respect to benefit accrual under defined benefit pension plans or to the extent such operation would result in a duplication of benefits for a Covered Employee Employer’s customary employee screening and employment practices, policies and procedures, except with respect to the employed physicians, whose contracts shall be assumed by either Xxxxx, or, at Buyer’s election, by DLP Marquette Physician Practices, Inc., a Michigan nonprofit corporation (the “Physician Employer”), subject to customary employee screening and employment practices, policies and procedures. All currently represented bargaining unit employees of Seller will likewise be offered employment, subject to Employer’s same period customary employee screening process referenced above. Bargaining unit employees who successfully complete such screening process will be offered employment under the terms and conditions of service employment outlined within the Collective Bargaining Agreement. Such offers shall be for positions and at wages comparable to those enjoyed by such persons immediately prior to Closing. Such offers will include the opportunity to participate in employee benefit plans provided by Employer or Physician Employer or its affiliates to employees at similar hospitals owned or operated by affiliates of Employer or Physician Employer; provided, however, that the Transferred Pension Participants will not be offered the opportunity to participate in a retirement plan of the Employer other than the Spin-Off Plan as long as such employees are accruing benefits under the Spin-Off Plan. Following the Closing, Employer and Physician Employer shall take the following actions, to the extent such period of service is not recognized under the permitted by applicable Buyer employee benefit plan for its similarly situated employees. In addition, plans and without limiting the generality of the foregoing, governing law: (i) each Covered Employee shall be immediately eligible to participatewaive any limitations regarding pre- existing conditions and eligibility waiting periods under any benefit plan of Employer, without any waiting time, in any and all employee Physician Employer or their affiliates (“Employer Plans”) maintained for the benefit plans maintained by Buyers or any of their Subsidiaries to the extent coverage under such plans is comparable to, and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this Agreement, Employees; and (ii) with respect to any health, dental, vision or other welfare plans of Buyers or any of their Subsidiaries (other than the Companies and their Subsidiaries) in which any Covered Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived with respect to such Covered Employee, to the extent such limitation would have been waived or satisfied under the Company Benefit Plan in which such Covered Employee participated immediately prior to the Closing Date, and (y) recognize any health, dental or vision expenses incurred by such Covered Employee in the plan year that includes the Closing Date for purposes of any applicable deductible determining eligibility and annual out-of-pocket expense requirements vesting under any such healththe Employer Plans, dental or vision plan recognize the seniority and service credit of Buyers or any the Employees with Seller. The term “Employee” as used in this Agreement shall mean all employees of their SubsidiariesSeller who commence employment with the Employer as of the Effective Time.

Employees. (a) For all purposes (including purposes of vestingParent will take such actions as are necessary to provide, eligibility or shall cause the Surviving Entity and its Subsidiaries to participate and level of benefits) under provide, each employee benefit plan maintained by Buyers of the Company or any its Subsidiaries as of their Subsidiaries, Buyers shall cause such employee benefit plan to recognize the service of each employee who is actively employed by the Companies and their Subsidiaries on the Closing Date (collectivelyeach, a “Continuing Employee”) other than the Key Employees (i) with base compensation and target bonus opportunities that are, in the aggregate, no less favorable than the base compensation and target bonus opportunities that were provided to such Continuing Employee immediately prior to the Closing during the twelve (12) month period immediately following the Closing Date and (ii) with employee benefits (excluding equity and equity-based compensation) that are substantially similar in the aggregate to the employee benefits that were provided to such Continuing Employee immediately prior to the Closing through the end of 2014 (ignoring, however, any increases in such base compensation, target bonus opportunities and employee benefits that occurred within the month prior to the Closing other than in amounts consistent with past practices in connection with ordinary course promotions and reviews). Parent will, or will cause the Surviving Entity and its Subsidiaries to, take such actions as are necessary to ensure that (i) service with the Company and its Subsidiaries for Continuing Employees will be recognized for eligibility and vesting purposes (other than vesting of future equity awards) and for purposes of determining future vacation accruals under any employee benefit plan of Parent, the “Covered Employees”Surviving Entity or their Affiliates in which such Continuing Employees participate following the Closing and (ii) all welfare benefit plans of Parent, the Surviving Entity or their Affiliates in which such Continuing Employees participate immediately following the Closing (a) waive limitations relating to any pre-existing conditions, waiting periods or actively-at-work requirements to the same extent such service was recognized limitations were waived immediately prior to the Closing Date under a any comparable Company Employee Benefit Plan in which such Covered Employee was eligible to participate immediately prior to the Closing Date; provided that the foregoing shall not apply with respect to benefit accrual under defined benefit pension plans or to the extent such operation would result in a duplication of benefits for a Covered Employee with respect to the same period of service or to the extent such period of service is not recognized under the applicable Buyer employee benefit plan for its similarly situated employees. In addition, and without limiting the generality of the foregoing, (i) each Covered Employee shall be immediately eligible to participate, without any waiting time, in any Company and all employee benefit plans maintained by Buyers or any of their its Subsidiaries to the extent coverage under such plans is comparable to, and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this Agreement, and (iib) with respect to any healthrecognize, dental, vision or other welfare plans of Buyers or any of their Subsidiaries (other than the Companies and their Subsidiaries) in which any Covered Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived with respect to such Covered Employee, to the extent such limitation would have been waived or satisfied under the Company Benefit Plan in which such Covered Employee participated immediately prior to the Closing Date, and (y) recognize any health, dental or vision expenses incurred by such Covered Employee in the plan year that includes the Closing Date for purposes of any applicable deductible annual deductible, coinsurance and annual out-of-pocket expense limits under its medical and dental plans with respect to the applicable plan year or benefit accumulation year in which the Closing Date occurs, deductible, coinsurance and out-of-pocket expenses paid by the Continuing Employees (or their spouses and covered dependents) in the applicable plan year or benefit accumulation year in which the Closing Date occurs. Nothing in this Section 4.6 shall prohibit Parent from implementing for Continuing Employees the same or comparable employment policies as in effect for Parent’s employees, so long as the requirements under any such healthof this Section 4.6 are otherwise met. Notwithstanding anything in this Agreement to the contrary, dental no Continuing Employee or vision plan other employee of Buyers the Company or any of their Subsidiariesits Subsidiaries will be deemed to be a third-party beneficiary of this Section 4.6.

Employees. (a) For all purposes (including To the extent permissible under the applicable provisions of the Code and ERISA, for purposes of vesting, crediting periods of service for eligibility to participate and level vesting, but not for benefit accrual purposes, under employee pension benefit plans (within the meaning of benefitsERISA Section 3(2)) maintained by Sterling or a Sterling Subsidiary, as applicable, individuals who are employees of North Valley or any North Valley Subsidiary at the Effective Time will be credited with periods of service with North Valley or the applicable North Valley Subsidiary before the Effective Time (including service with any predecessor employer for which service credit was given under each similar employee benefit plan maintained plans of North Valley or the applicable North Valley Subsidiary) as if such service had been with Sterling or a Sterling Subsidiary, as applicable. Similar credit for pre-Effective Time service shall also be given by Buyers Sterling or any a Sterling Subsidiary, as applicable, in calculating all other employee benefits for such employees of their North Valley or a North Valley Subsidiary after the Merger. Sterling will or will cause its applicable Subsidiary to (i) give credit to employees of North Valley and its Subsidiaries, Buyers shall cause such employee benefit plan to recognize the service of each employee who is actively employed by the Companies and their Subsidiaries on the Closing Date (collectively, the “Covered Employees”) to the same extent such service was recognized immediately prior to the Closing Date under a comparable Company Benefit Plan in which such Covered Employee was eligible to participate immediately prior to the Closing Date; provided that the foregoing shall not apply with respect to benefit accrual under defined benefit pension plans or to the extent such operation would result in a duplication of benefits for a Covered Employee with respect to the same period satisfaction of service the waiting periods for participation and coverage which are applicable under the welfare benefit plans of Sterling or its applicable Subsidiary, equal to the extent credit that any such period employee had received as of service is not recognized the Effective Time towards the satisfaction of any such limitations and waiting periods under the applicable Buyer employee benefit plan for its similarly situated employees. In addition, and without limiting the generality of the foregoing, (i) each Covered Employee shall be immediately eligible to participate, without any waiting time, in any and all employee comparable welfare benefit plans maintained by Buyers or any of their Subsidiaries to the extent coverage under such plans is comparable to, North Valley and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this Agreement, and its Subsidiaries; (ii) provide each employee of North Valley and its Subsidiaries with respect to credit for any health, dental, vision or other welfare plans of Buyers or any of their Subsidiaries (other than the Companies co-payment and their Subsidiaries) in which any Covered Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived with respect to such Covered Employee, to the extent such limitation would have been waived or satisfied under the Company Benefit Plan in which such Covered Employee participated immediately deductibles paid prior to the Closing Date, and (y) recognize Effective Time in satisfying any health, dental deductible or vision expenses incurred by such Covered Employee in the plan year that includes the Closing Date for purposes of any applicable deductible and annual out-of-pocket expense requirements requirements; (iii) allow each employee of North Valley and its Subsidiaries to have credit for all unused sick leave as of the Effective Time; and (iv) provide coverage for all pre-existing conditions that were covered under any such health, dental or vision welfare plan of Buyers North Valley or the applicable North Valley Subsidiary. Each Employee who has satisfied the applicable waiting periods for eligibility or participation in Sterling’s applicable employee benefit plans after credit for pre-Effective Time service has been given, shall begin participating in such employee benefit plans immediately after the Effective Time without the need to wait for any open enrollment periods or plan entry dates. To the extent permissible under applicable Laws, North Valley and its Subsidiaries shall cash out any unused vacation time accrued but not taken by employees as of their Subsidiariesthe Effective Time, and Sterling or its Subsidiaries shall give employees credit for prior service for vacation accruals after the Effective Time.

Employees. (aAcquirer or its affiliates will offer the employees of the Company set forth in Section 5.9(a) For all purposes (including purposes of vestingthe Disclosure Schedule "at-will" employment by Acquirer, eligibility to participate and level be effective as of benefits) under each employee benefit plan maintained by Buyers or any of their Subsidiaries, Buyers shall cause such employee benefit plan to recognize the service of each employee who is actively employed by the Companies and their Subsidiaries on the Closing Date Date. Such "at-will" employment will: (collectivelyi) be set forth in offer letters on Acquirer's standard form (each, an "Offer Letter"), (ii) be subject to and in compliance with Acquirer's applicable policies and procedures, including employment background checks and the “Covered Employees”execution of Acquirer's employee proprietary information and invention assignment agreement, governing employment conduct and performance, (iii) have terms, including the position and salary, which will be determined by Acquirer in its sole discretion, to the same extent be reasonably sufficient to induce such service was recognized immediately employees to accept employment with Acquirer, and (iv) supersede any prior to the Closing Date under a comparable Company Benefit Plan express or implied employment agreements, arrangement or offer letter in which such Covered Employee was eligible to participate immediately effect prior to the Closing Date; provided . Acquirer agrees that on the foregoing day after the Closing Date, the employees of the Company who accept employment with Acquirer (the "Transferred Employees") shall be eligible to participate in any ERISA welfare benefit and pension benefit plans made available by Acquirer and its affiliates to their similarly situated employees and, to the extent permitted by applicable law and applicable tax qualification requirements and subject to any generally applicable break in service or similar rules and shall to the extent permitted by such Plans, give full credit for eligibility, vesting and benefits (but not apply with respect to benefit accrual accruals under defined benefit pension plans plans) for each Transferred Employee's period of service with the Company. All prior service with the Company by each such employee shall also count toward the service requirements of sick pay, paid time off and vacation accrual policies and practices at any time established, maintained or assumed by Acquirer. Acquirer shall waive or cause to be waived any preexisting condition exclusion or limitation in any medical or health plan made available by Acquirer to any such employee except to the extent such operation would result in exclusion or limitation applied under a duplication of benefits for a Covered Employee with respect to the same period of service similar or to the extent such period of service is not recognized under the applicable Buyer employee corresponding benefit plan for its similarly situated employees. In addition, and without limiting the generality of the foregoing, (i) each Covered Employee shall be immediately eligible to participate, without any waiting time, in any and all employee benefit plans maintained by Buyers or any of their Subsidiaries to the extent coverage under such plans is comparable to, and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this Agreement, and (ii) with respect to any health, dental, vision or other welfare plans of Buyers or any of their Subsidiaries (other than the Companies and their Subsidiaries) in which any Covered Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived with respect applicable to such Covered Employee, to the extent such limitation would have been waived or satisfied under the Company Benefit Plan in which such Covered Employee participated immediately prior to the Closing Date, and (y) recognize any health, dental or vision expenses incurred by such Covered Employee in the plan year that includes the Closing Date for purposes of any applicable deductible and annual out-of-pocket expense requirements under any such health, dental or vision plan of Buyers or any of their Subsidiariesemployee.