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 (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 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 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 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 Prior to the Effective Time, the Company shall pay all purposes compensation and benefits earned through or prior to the Effective Time as provided pursuant to the terms of any compensation arrangements, employment agreements and employee or director benefit plans, programs and policies in existence as of the date hereof for all employees (including purposes and former employees) and directors (and former directors) of vestingthe Company and its subsidiaries, eligibility as well as all compensation and benefits earned and required to participate and level be paid prior to the Effective Time pursuant to the terms of benefitsan individual agreement with any employee, former employee, director or former director in effect as of the date hereof, it being understood that the amounts payable in the three sale incentive bonus pools shall not exceed the amounts set forth in Schedule 5 of the Disclosure Schedule. (b) under During the period from the Effective Time until the first anniversary thereof (the "Employment Continuation Period"), Parent shall provide for each employee benefit plan maintained by Buyers of the Surviving Corporation or any of their Subsidiariesits subsidiaries (each, Buyers shall cause such employee benefit plan to recognize the service of each employee who an "Employee"), so long as he or she is actively employed by the Companies Surviving Corporation (or as required by law), and their Subsidiaries on for each former employee of the Closing Date (collectivelyCompany or one of its subsidiaries, the “Covered Employees”) to the same extent such service was recognized person has rights thereto immediately prior to the Closing Date under a comparable Effective Time (collectively, "Company Benefit Plan in which such Covered Employee was eligible Employees") (i)(A) to continue to participate immediately in the Company's welfare benefit plans and the Company's compensation plans, employee incentive programs and bonus plans (including, without limitation, hospitalization, medical, prescription, dental, disability, salary continuation, vacation, accidental death, travel accident, and individual or group life or other insurance) (each, a "Company Plan"), as each such Company Plan is in effect on the date of this Agreement (without modification or amendment) during the period commencing at the Effective Time through December 31, 1998, and (B) during the period commencing January 1, 1999 through the first anniversary of the Effective Time, the Surviving Corporation shall provide the Company Employees with benefits that are at least as valuable in the aggregate to such Company Employee as the benefits provided to employees of Parent and its Affiliates in comparable positions of employment, to waive any pre-existing condition clause or waiting period requirement in such welfare benefit plans or programs and to give credit for deductible amounts and co-payments paid by a Company Employee during the current deductible year prior to the Closing DateEffective Time; (ii) participation in such tax-qualified retirement plans of Parent (or an Affiliate of Parent), which shall provide in the aggregate benefits that are at least as valuable as the benefits provided that to employees of Parent and its Affiliates in comparable positions of employment, and to grant each Company Employee credit under such plans, for eligibility and vesting purposes, for such Company Employee's service with the foregoing shall not apply with respect Company and its Affiliates prior to benefit accrual under defined benefit pension plans or the Effective Time, except to the extent such operation it would result in a duplication of benefits for a Covered Employee with respect to the same period of service service; and (iii) participation in such other benefit plans and programs of Parent and its Affiliates (including without limitation, bonus, deferred compensation, incentive compensation, stock purchase, stock option, excess and supplemental retirement, severance or termination pay, and fringe benefits) which, in the aggregate will provide benefits to 19 23 Company Employees which are no less favorable in the aggregate under those provided to employees of Parent and its Affiliates in comparable positions of employment; provided, however, that except as set forth in clause (i)(A) above nothing herein shall prevent the amendment or termination of any specific plan, program or amendment or interfere with the Surviving Corporation's right or obligation to make such changes as are necessary to conform with applicable law. Notwithstanding anything in this Agreement to the extent such period of service is not recognized under contrary, Parent shall cause the applicable Buyer employee benefit plan for its similarly situated employees. In addition, Surviving Corporation to honor (without modification) and without limiting the generality of the foregoing, assume (i) each Covered Employee shall be immediately eligible to participatethe written employment agreements, without any waiting timeseverance agreements, in any indemnification agreements with existing directors 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 officers of the transactions contemplated by this Agreement, Company and (ii) with respect incentive arrangements and other agreements listed in Schedule 5 of the Disclosure Schedule, all as in effect on the date of this Agreement. Nothing in this Section 6.7 shall require the continued employment of any person, or, except as set forth in this Section 6.7, prevent the Company and/or the Surviving Corporation and their subsidiaries from taking any action or refraining from taking any action which the Company and its subsidiaries prior to the Effective Time could have taken or refrained from taking. The parties agree that Company severance plans and policies in effect as of the date hereof shall remain in effect for at least the one-year period commencing at the Effective Time. During such one-year period, any health, dental, vision or other welfare plans of Buyers Company Employee whose employment is terminated by the Surviving Corporation or any of their Subsidiaries its subsidiaries (other than a Company Employee terminated for cause or a Company Employee who is a "site" Employee terminated upon the Companies cancellation of an outsourcing agreement, which employees shall only be entitled to severance benefits, if any, provided to employees of Parent (or an Affiliate of Parent ) in comparable positions of employment under similar circumstances) shall be deemed to have been terminated as a result of a change of control of the Company. For purposes of this Section 6.7 a termination for "cause" shall include a termination for deficient performance or for material violations of any Company policy. The provisions of this Section 6.7 are intended for the benefit of, and shall be enforceable by, current and former employees, officers and directors of the Company 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 respective heirs and legal representatives 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, 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, binding on all successors 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 assigns 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.Parent. 6.8

Employees. Purchaser will cause employees of the Surviving Corporation to be enrolled in Parent’s existing employee benefit plans (a) For each such plan, a “Parent Plan”), and all purposes such employees will be credited with his or her years of service with the Company and its Affiliates before the Effective Time (including predecessor or acquired entities or any other entities with respect to service for which the Company and its Affiliates have given credit for prior service). For purposes of vestingeach Parent Plan providing medical, eligibility dental, pharmaceutical and/or vision benefits, the Parent Plan will cause all pre-existing condition exclusions and actively-at-work requirements of such Parent Plan to participate and level of benefits) under each employee benefit plan maintained by Buyers or any of their Subsidiaries, Buyers shall cause be waived for 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 (collectivelyhis or her covered dependents, the “Covered Employees”) to the same extent any such service was recognized immediately prior to the Closing Date exclusions or requirements were waived or were inapplicable under a any similar or 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 additionPlan, and without limiting the generality of the foregoing, (i) each Covered Employee shall be immediately Parent Plan will cause any eligible to participate, without any waiting time, in any expenses incurred by such employee and all employee benefit plans maintained by Buyers his 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 her covered dependents during the plan year in which such Covered Employee is first eligible the Closing falls 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 Parent Plan for purposes of satisfying all deductible, coinsurance and maximum out- of-pocket requirements applicable to such employee and his or Subsidiary her covered dependents for the applicable plan to year as if such amounts had been paid in accordance with such Parent Plan. The employees of the Company and its Subsidiaries shall be waived treated in a manner consistent with Parent’s past practices with respect to such Covered Employee, severance benefits. Notwithstanding anything to the extent such limitation would have been waived contrary in this Agreement, in no event shall Parent, Purchaser or satisfied the Surviving Corporation amend, terminate or waive any provision of the Change In Control Plan during the twelve (12) month period immediately following the Effective Time (nor shall Parent, Purchaser or the Surviving Corporation amend this Agreement in respect of this obligation). This Section 6.7 shall be binding upon and inure solely to the benefit of each of the parties to this Agreement, and nothing in this Section 6.7, expressed or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 6.7. Without limiting the foregoing, no provision of this Section 6.7 will create any third party beneficiary rights in any current or former employee, director or consultant of the Company Benefit Plan or its Subsidiaries in which such Covered Employee participated immediately prior to the Closing Date, and respect of continued employment (yor resumed employment) 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 other matter. The Company’s employees set forth in Section 6.7 of their Subsidiariesthe Company Disclosure Letter shall be terminated without cause effective as of the Effective Time.

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 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 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 Prior to the Closing Date, Purchaser shall make a Qualifying Offer of Employment (as defined below), to be effective immediately following the Closing, to each employee of Telecom or IBS who works primarily in the Services Business as of the Closing (including purposes those individuals on vacation, disability or leave of vestingabsence, eligibility paid or unpaid, as of the Closing Date; provided, however, except as otherwise provided in an employment agreement or similar agreement, the employment of each Transferred Employee (as defined below) shall be employment at will and Purchaser shall not have an obligation to participate continue any such employment for a specified period. An offer of employment shall be deemed a "Qualifying Offer of Employment" if (A) the proposed base salary and level of benefits) under each employee benefit plan maintained by Buyers or any incentive compensation is no less than the employee's base salary and level 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 incentive compensation immediately prior to the Closing Date under a comparable Company Benefit Plan in which such Covered Employee was eligible to participate and (B) the proposed principal place of employment is within ten miles of the employee's principal place of employment immediately prior to the Closing Date. Each employee of a Transferred Company as of the Closing Date, and each other employee of Telecom or IBS described above who accepts the offer of employment described in the preceding sentence within 30 days of the Closing Date and that returns to active employment (hereinafter "Transferred Employees") shall be given credit for service with Purchaser (or any affiliate) for purposes of (i) determining eligibility to participate, entitlement to benefits, satisfaction of any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations under each "employee welfare benefit plan" (as defined in Section 3(1) of ERISA) of Purchaser (or an affiliate) in which such Transferred Employee participates following the Closing Date (such plans hereinafter, "Purchaser Welfare Plans"), (ii) determination of severance benefits under any applicable severance plan of Purchaser (or an affiliate), and (iii) determination of vacation benefits under Purchaser's vacation policy; provided that the foregoing provided, however, that, in each case such service shall not apply with respect to benefit accrual under defined benefit pension plans or be recognized to the extent that such operation recognition would result in a duplication of benefits benefits. Transferred Employees shall also be given credit for amounts paid under a Covered Employee with respect to Benefit Plan or otherwise during 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 applying deductibles, copayments and annual out-of-pocket expense requirements under any maximums as though such health, dental or vision plan amounts had been paid in accordance with the terms and conditions of Buyers or any of their Subsidiariesa comparable Purchaser Welfare Plan.

Employees. (a) For all purposes (including purposes of vestingBuyer, eligibility to participate the Surviving Corporation and level of benefits) under their respective Subsidiaries and Affiliates shall treat, and shall cause each employee benefit plan plan, agreement, program, policy and arrangement sponsored or maintained by Buyers Buyer, the Surviving Corporation or any of their Subsidiaries, Buyers shall cause such respective Subsidiaries or Affiliates following the Effective Time and in which any employee benefit plan to recognize of 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 Company immediately prior to the Closing Date under (a comparable Company Benefit Plan in which such Covered Employee was “Retained Employee”) (or the spouse, domestic partner or dependent of any Retained Employee) participates or is eligible to participate immediately prior (each, a “Buyer Plan”) to treat, for all purposes, all service with the Closing DateCompany (and any predecessor employers if the Company or any Employee Benefit Plan provides past service credit) as service with Buyer, the Surviving Corporation and their respective Subsidiaries and Affiliates; provided provided, however, that the foregoing shall such service need not apply with respect to benefit accrual under defined benefit pension plans or be counted to the extent such operation it would result in a duplication of benefits and such service need only be credited to same extent and for a Covered Employee with respect to the same period of purpose as such service or to the extent such period of service is not recognized was credited under the applicable corresponding Employee Benefit Plan. Buyer, the Surviving Corporation and their respective Subsidiaries and Affiliates will use commercially reasonable efforts to cause each Buyer employee Plan that is a welfare benefit plan for its similarly situated employees. In additionplan, and without limiting within the generality meaning of the foregoingSection 3(1) of ERISA, (i) each Covered Employee shall be immediately eligible to participate, without any waiting time, in waive any and all employee benefit plans maintained by Buyers or any eligibility waiting periods, actively-at-work requirements, evidence of insurability requirements, pre-existing condition limitations and other exclusions and limitations regarding the Retained Employees and their Subsidiaries spouses, domestic partners and dependents to the extent coverage waived, satisfied or not included under such plans is comparable to, and a replacement for, a Company the corresponding Employee Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this AgreementPlan, 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 recognize for each Retained 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 applying annual deductible, co-payment and annual out-of-pocket expense requirements maximums under such Buyer Plan any deductible, co-payment and out-of-pocket expenses paid by such healthRetained Employee and his or her spouse, dental or vision domestic partner and dependents under the corresponding Employee Benefit Plan during the plan year of Buyers or any such Employee Benefit Plan in which occurs the later of their Subsidiariesthe Closing Date and the date on which such Retained Employee begins participating in such Buyer Plan.

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. (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. 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 Acquiror shall either offer to each person listed on Schedule 6.8 (including purposes the “Continuing Personnel”) (i) post-Closing employment with Acquiror (or one of vestingAcquiror’s Subsidiaries) pursuant to an offer letter in the form set forth as Exhibit C hereto (“Offer Letter”) or Transition Offer Letter, eligibility to participate and level (ii) post-Closing continued employment with one of benefits) under each employee benefit plan maintained by Buyers the Surviving Corporation’s Subsidiaries or any post-Closing employment with one of their Acquiror’s Subsidiaries, Buyers in each case, subject to an employment contract acceptable to Acquiror and Target (“Foreign Employment Contract”), or (iii) for the Continuing Personnel in India providing services to Acquiror’s Indian Subsidiary through a third party agency, post-Closing employment with such agency subject to a welcome letter acceptable to Acquiror and Target (“Foreign Welcome Letter”) or a Transition Welcome Letter, such Offer Letters and Foreign Employment Contracts to provide an aggregate of (a) base salary or wages plus (b) incentive cash compensation potential that is no less than the aggregate of (a) base salary or wages plus (b) incentive cash compensation potential of such Continuing Personnel prior to the Effective Time. Target shall use its reasonable efforts to assist the Acquiror in its efforts to cause each person listed in Section 6.8 of the Target Disclosure Schedule to execute and deliver to Acquiror such employee benefit plan to recognize Offer Letter, Foreign Employment Contract or Foreign Welcome Letter, as applicable, and a New-Hire Proprietary Information, Inventions and Non-Solicitation Agreement in the service form provided by Acquiror (“PIIA”). Target shall terminate the employment of each employee who is actively employed by the Companies and their Subsidiaries on the Closing Date (collectivelyof Target, the “Covered Employees”) such termination to the same extent such service was recognized be effective as of immediately prior to the Closing Date under Effective Time. Except as set forth on Schedule 6.8(a), each Target Subsidiary shall terminate all employees of such Target Subsidiary (and all persons providing services to Target or the Target Subsidiary through a comparable Company Benefit Plan in which such Covered Employee was eligible to participate third party agency) as of immediately prior to the Closing Date; provided that the foregoing shall not apply with respect to benefit accrual under defined benefit pension plans or Effective Time, except to the extent that an individual has entered into a Foreign Employment Contract or Foreign Welcome Letter with the same entity that employed such operation would result in a duplication of benefits for a Covered Employee with respect individual immediately prior to the same period of service or Effective Time. For the Transition Employees in India providing services to the extent such period of service is not recognized under the applicable Buyer employee benefit plan for its similarly situated employees. In additionAcquiror’s Indian Subsidiary through a third party agency, 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 Target shall use their its reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under ensure that the agency shall have agreed with such Buyer or Subsidiary plan Transitional Employees on a resignation from the employment before the Closing, to be waived with respect to such Covered Employee, to the extent such limitation would have been waived effective on or satisfied under the Company Benefit Plan in which such Covered Employee participated immediately prior to 120 days 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 SubsidiariesClosing.

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 Date, Purchaser shall make a Qualifying Offer of Employment (as defined below), to be effective immediately following the Closing, to each employee of Telecom or IBS who works primarily in the Services Business as of the Closing (including purposes those individuals on vacation, disability or leave of vestingabsence, eligibility paid or unpaid, as of the Closing Date; provided, however, except as otherwise provided in an employment agreement or similar agreement, the employment of each Transferred Employee (as defined below) shall be employment at will and Purchaser shall not have an obligation to participate continue any such employment for a specified period. An offer of employment shall be deemed a "Qualifying Offer of Employment" if (A) the proposed base salary and level of benefits) under each employee benefit plan maintained by Buyers or any incentive compensation is no less than the employee's base salary and level 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 incentive compensation immediately prior to the Closing Date under a comparable Company Benefit Plan in which such Covered Employee was eligible to participate and (B) the proposed principal place of employment is within ten miles of the employee's principal place of employment immediately prior to the Closing Date. Each employee of a Trans- ferred Company as of the Closing Date, and each other employee of Telecom or IBS described above who accepts the offer of employment described in the preceding sentence within 30 days of the Closing Date and that returns to active employment (hereinafter "Transferred Employees") shall be given credit for service with Pur- chaser (or any affiliate) for purposes of (i) determining eligibility to participate, entitlement to benefits, satisfaction of any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations under each "employee welfare benefit plan" (as defined in Section 3(1) of ERISA) of Purchaser (or an affiliate) in which such Transferred Employee participates following the Closing Date (such plans hereinafter, "Purchaser Welfare Plans"), (ii) determination of severance benefits under any applicable severance plan of Purchaser (or an affiliate), and (iii) determination of vacation benefits under Purchaser's vacation policy; provided that the foregoing provided, however, that, in each case such service shall not apply with respect to benefit accrual under defined benefit pension plans or be recognized to the extent that such operation recognition would result in a duplication of benefits benefits. Transferred Employees shall also be given credit for amounts paid under a Covered Employee with respect to Benefit Plan or otherwise during 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 applying deductibles, copayments and annual out-of-pocket expense requirements under any maximums as though such health, dental or vision plan amounts had been paid in accordance with the terms and conditions of Buyers or any of their Subsidiariesa comparable Purchaser Welfare Plan.

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 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. (a) For all purposes (including purposes The Pinnacle Disclosure Schedule sets forth a true and complete list of vesting, eligibility to participate and level of benefits) under each material employee benefit plan plan, arrangement or agreement that is maintained as of the date of this Agreement (the "Pinnacle Benefit Plans") by Buyers Pinnacle or any of their Subsidiariesits Subsidiaries or by any affiliated trade or business, Buyers shall cause such employee benefit plan whether or not incorporated (an "ERISA Affiliate"), all of which together with Pinnacle would be deemed a "single employer" within the meaning of Section 4001 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). (b) Pinnacle has heretofore delivered to recognize the service IFC true and complete copies 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 foregoingPinnacle Benefit Plans and certain related documents, including, but not limited to, (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 actuarial report for such plans is comparable to, and a replacement for, a Company Pinnacle Benefit Plan in which such Covered Employee participated immediately before the consummation (if applicable) for each of the transactions contemplated by this Agreementlast two years, and (ii) the most recent determination letter from the IRS (if applicable) for such Plan. (c) (i) Each of the Pinnacle Benefit Plans has been operated and administered in all material respects in compliance with applicable laws, including, but not limited to, ERISA and the Code, (ii) each of the Pinnacle Benefit Plans intended to be "qualified" within the meaning of Section 401(a) of the Code is so qualified, (iii) with respect to any healtheach Plan which is subject to Title IV of ERISA, dental, vision or other welfare plans the present value 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 accrued benefits under such Buyer or Subsidiary plan to be waived Plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such Plan's actuary with respect to such Covered EmployeePlan, did not, as of its latest valuation date, exceed the then current value of the assets of such Plan allocable to such accrued benefits, (iv) no Pinnacle Benefit Plan provides benefits, including, without limitation, death or medical benefits (whether or not insured), with respect to current or former employees of Pinnacle, its Subsidiaries or any ERISA Affiliate beyond their retirement or other termination of service, other than (A) coverage mandated by applicable law, (B) death benefits or retirement benefits under any "employee pension plan" (as such term is defined in Section 3(2) of ERISA), (C) deferred compensation benefits accrued as liabilities on the extent books of Pinnacle, its Subsidiaries or the ERISA Affiliates or (D) benefits the full cost of which is borne by the current or former employee (or his beneficiary), (v) no material liability under Title IV of ERISA has been incurred by Pinnacle, its Subsidiaries or any ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a material risk to Pinnacle, its Subsidiaries or any ERISA Affiliate of incurring a material liability thereunder, (vi) no Plan is a "multiemployer pension plan" (as such limitation would have been waived term is defined in Section 3(37) of ERISA), (vii) all contributions or satisfied under other amounts payable by Pinnacle or its Subsidiaries as of the Company Effective Time with respect to each Pinnacle 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 respect 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.11

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 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. 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 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 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 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 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 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 (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 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 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 (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 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 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 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 cause, or shall cause the Company and each other entity in the Company Group to, employ each of the current employees of the Company and the other entities in the Company Group 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, 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 the Company and each other entity in the Company Group. Following the Closing, Buyer shall, or shall cause the Company and each other entity in the Company Group to, take all commercially reasonable steps necessary to, (a) waive limitations as to preexisting conditions, exclusions and waiting periods to the same 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 Company and the other entities in the Company Group under any welfare plan that such employees may be eligible to participate in after the Closing Date, (b) provide each employee of the Company and the other entities in the Company Group with credit for any co-payments and deductibles paid prior to the Closing Date in satisfying any applicable deductible or out-of-pocket requirements under a comparable Company Benefit Plan in which any welfare plans that such Covered Employee was employees are 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 after the Closing Date, and (yc) recognize provide each employee of the Company and other entities in the Company Group with service credit for purposes of eligibility and vesting under any healthmedical, dental dental, life insurance, disability, supplemental employment and other welfare plan of 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 vision retirement benefits or for determining eligibility for retirement benefits, unless otherwise specified in any such plan. As of the Closing Date, all medical, dental, life insurance, disability, supplemental unemployment, and other welfare plan expenses and benefits with respect to claims incurred by such Covered Employee any employee of the Company and each other entity in the plan year that includes Company Group or his or her covered dependents prior to, on, or after the Closing Date for purposes shall be the sole responsibility of any applicable deductible Buyer or such employing entity within the Company Group. Between the date hereof and annual out-of-pocket expense requirements under any such healththe Closing Date, dental or vision plan 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 Buyers the Company or any of their Subsidiariesother entity in the Company Group (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. (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 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 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 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 Buyer shall (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 its Designated Employing Entity to) (i) continue the employment on and, subject to recognize the service Section 7.01(d), after each Relevant Closing Date of each employee Transferred Entity Employee (other than any Transferred Entity Employee who primarily provides services in the United States and is not “actively employed” by the applicable Transferred Entity by reason of long term disability immediately prior to the Relevant Closing Date (each, a “Retained Employee”)) and (ii) in respect of each Automatic Transfer Employee, accept the transfer of each individual (who does not object to transfer) to Buyer or its Designated Employing Entity pursuant to the Transfer Regulations, and (iii) on or prior to the Relevant Closing Date, when and as required by Law, make an offer of employment to each Offer Employee who is actively employed by at the Companies and their Subsidiaries on the Closing Date (collectively, the “Covered Employees”) to the same extent such service was recognized Businesses immediately prior to the Relevant Closing Date (each an “Active Employee”) on the terms set forth in this Sections 7.01(a) and Section 7.02(a). No later than the Relevant Closing Date, the Sellers shall cause each Transferred Entity that employs any Retained Employees to transfer the employment of all such Retained Employees to a Retained Entity. For this purpose, an Offer Employee shall be considered to not be “actively employed” only if he or she under notice of termination for any reason is on long-term disability or absent from work and receiving payments under any permanent health insurance scheme. With respect to any Offer Employee who is not an Active Employee but for whom Sellers have an obligation to recall, rehire or otherwise return to employment under a comparable Company Benefit Plan in which contractual obligation or Law (each an “Inactive Employee”) and each Retained Employee, Buyer shall or shall cause its Designated Employing Entity to offer employment to each such Covered Inactive Employee was or Retained Employee effective on the first date such Inactive Employee or Retained Employee is eligible to participate immediately prior return to the Closing Date; work or otherwise becomes eligible for employment, reemployment, reinstatement or reactivation, provided that the foregoing shall not apply with respect to benefit accrual any such U.S.-based Inactive Employee or Retained Employee, such Inactive Employee or Retained Employee is able to return to work within six (6) weeks following the Relevant Closing Date, but Buyer may in its sole discretion choose to make or cause its Designated Employing Entity to make an employment offer to any Inactive Employee or any Retained Employee effective from or after the Relevant Closing Date and prior to such Inactive Employee’s return to work within six (6) weeks following the Relevant Closing Date. Sapphire shall, and shall cause any Affiliate to, provide Buyer with an update on the anticipated return to work date for each Inactive Employee in regular intervals sufficient to allow Buyer to comply with its obligations under defined benefit pension plans or this Section 7.01(a) and through the date that is six (6) weeks following the Relevant Closing Date. With respect to the extent UK Automatic Transfer Employees, the Parties (i) intend that such operation would employees will transfer from Sapphire UK ServiceCo to Buyer UK ServiceCo with immediate effect from the Principal Closing as a result in of a duplication service provision change under the TUPE Regulations; and (ii) shall cooperate to prepare or amend services agreements for the provision of benefits for a Covered Employee the services of the UK Automatic Transfer Employees from Sapphire UK ServiceCo to UK Newco with respect to the same period prior to the Principal Closing (the “Sapphire Services Agreement”) and, separately, Buyer UK Serviceco to UK Newco in the period following Principal Closing (the “Diamond Services Agreement”), to effect such transfer under the TUPE Regulations, Sapphire shall or shall cause Sapphire UK ServiceCo to provide Buyer with a reasonable opportunity to review and comment on the relevant provisions in the Sapphire Services Agreement prior to its implementation, and Buyer shall or shall cause Buyer UK ServiceCo to provide Sapphire with a reasonable opportunity to review and comment on the relevant provisions in the Diamond Services Agreement prior to its implementation. With respect to Offer Employees located in India, Buyer shall (or cause its Designated Employing Entity to) make offers of employment that contractually honor such Offer Employees’ continuous service with Sapphire or the applicable Retained Entity. With respect to Offer Employees located in the United Arab Emirates, the Parties shall and shall cause their Affiliates (or in the case of Buyer, its Designated Employing Entity) to cooperate to enter into a tripartite agreement between each Offer Employee, Sapphire (or the applicable Retained Entity), and Buyer (or its Designated Employing Entity) which shall include the Offer Employee’s acceptance of new employment terms with Buyer (or its Designated Employing Entity) to commence on the Principal Closing (such terms to be in accordance with Section 7.02(a)); and, in circumstances where an Offer Employee executes such tripartite agreement and becomes a Transferred Employee, Sapphire shall transfer or shall cause the applicable Retained Entity to transfer any accrued end 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 gratuity with respect to such Covered EmployeeTransferred Employee to Buyer or its Designated Employing Entity within ten (10) Business Days following the Principal Closing. Notwithstanding anything to the contrary in this Section 7.01(a), such offers of employment may be made conditioned on the Relevant Closing and on the Offer Employee satisfying Buyer’s or its Designated Employing Entity’s generally applicable background checks, drug screens, work authorization verification and similar requirements and other requirements to execute and deliver standard confidentiality, restrictive covenant and similar agreements to the extent permitted by applicable Law. Offer Employees who accept such limitation would have been waived offer of employment in accordance with its terms and who actually commence active employment with Buyer or satisfied under its Designated Employing Entity, Automatic Transfer Employees (who do not object to transfer) and the Company Benefit Plan Transferred Entity Employees are referred to herein as the “Transferred Employees” and Business Employees who are Transferred Employees are referred to herein as “Transferred Business Employees”; provided, that an Inactive Employee shall not be considered a Transferred Business Employee until such Inactive Employee actually commences active employment with Buyer or its Designated Employing Entity 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 Subsidiariesaccordance with this Section 7.01(a).

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. (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. (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 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 (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 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 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 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. (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. (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.

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. 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.