Common use of Employee Benefits Matters Clause in Contracts

Employee Benefits Matters. (a) From and after the Effective Time, Parent shall (or shall cause its Affiliates, including the Surviving Entity and its Subsidiaries to), honor in accordance with their terms, all Plans and all other contracts, agreements, arrangements, policies, plans and commitments of the Company and its Subsidiaries, in each case, as in effect immediately prior to the Effective Time that are applicable to current or former Service Providers. For the period beginning on the Closing Date and continuing through the first anniversary of the Closing Date (or, if shorter, during the period of employment), Parent shall, or shall cause the Surviving Entity and its Subsidiaries to, provide each employee of the Company or its Subsidiaries who continues to be employed by the Company or the Surviving Entity or their respective Affiliates after the Closing Date (collectively, the “Continuing Employees”) with (i) an annual base salary or hourly wage rate, as applicable, and annual cash target bonus or other recurring cash incentive opportunity that is no less favorable, in the aggregate, than the annual base salary or hourly wage rate, as applicable, and annual target cash bonus or other recurring cash incentive opportunity provided to such Continuing Employee immediately prior to the Effective Time, in the aggregate, and (ii) health, welfare and retirement benefits that are substantially comparable, in the aggregate, to either, in Parent’s sole discretion, (A) the health, welfare and retirement benefits provided to such Continuing Employee immediately prior to the Effective Time or (B) the health, welfare and retirement benefits provided to similarly situated employees of Parent and its Affiliates, in each case and for the avoidance of doubt, excluding defined benefit pension benefits. Without limiting the foregoing, the Chief Executive Officers of each of Parent and the Company, or each of their respective designees, shall cooperate to design and implement an annual bonus program, including performance goals, for the benefit of the Continuing Employees for the first full calendar year commencing after the Closing Date (the “Post-Closing Bonus Plan”), with the bonus payouts to be based on the attainment of performance goals applicable to the business of the Company and its Subsidiaries for such year (and not, for the avoidance of doubt, performance goals applicable to the business of Parent or any of its Subsidiaries other than the Company and its Subsidiaries). Each Continuing Employee shall be entitled to participate in the Post-Closing Bonus Plan with an annual bonus target equal to the greater of (x) such Continuing Employee’s annual bonus target under the Closing Year VCP (as defined below) and (y) the annual bonus target of a similarly-situated employees of Parent (as reasonably determined by Parent where such targets constitute a range).

Employee Benefits Matters. (a) From and after Following the Effective Time, Parent shall (or shall cause its Affiliates, including the Surviving Entity and its Subsidiaries to), honor in accordance with their terms, all Plans and all other contracts, agreements, arrangements, policies, plans and commitments of the Company and its Subsidiaries, in each case, as in effect immediately prior to the Effective Time that are applicable to current or former Service Providers. For the period beginning on the Closing Date and continuing through the first anniversary of the Closing Date (or, if shorter, during the period of employment)Closing, Parent shall, or shall cause the Surviving Entity and its Subsidiaries Corporation to, assume, honor and fulfill all of the Company Benefit Plans in accordance with their terms as in effect immediately prior to the date of this Agreement or as subsequently amended as permitted pursuant to the terms of such Company Benefit Plans. For a period of 12 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each employee of the Company or its Subsidiaries the any Company Subsidiary who continues to be employed by the Company or in employment with the Surviving Entity Corporation or their respective Affiliates after any other affiliate of Parent following the Closing Date Effective Time (collectivelyeach, the a “Continuing EmployeesEmployee”) with (i) an annual a base salary or hourly wage rate, as applicable, and annual cash target bonus or other recurring cash incentive opportunity that is are no less favorable, in the aggregate, than the annual base salary or hourly wage rate, as applicable, and annual target cash bonus or other recurring cash incentive opportunity provided to such Continuing Employee immediately prior to the Effective Time, in the aggregate, and (ii) healthother employee benefits (including, without limitation, employee health and welfare and retirement benefits that benefits), other than equity incentive compensation and severance or post-termination benefits, which are substantially comparable, no less favorable in the aggregate, to either, in aggregate than at Parent’s sole discretion, option either (A) the health, welfare and retirement those employee benefits provided to such Continuing Employee immediately prior to the Effective Time or (B) the health, welfare and retirement those employee benefits provided that Parent or its affiliates provide to their similarly situated employees during such period. In addition, for a period of 18 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each Continuing Employee severance and its Affiliatespost-termination benefits at least as favorable as the severance and post-termination benefits provided under Company Benefit Plans (after giving effect to the transactions contemplated by this Agreement) in which such Continuing Employee participates and/or to which such Continuing Employee is a party as of immediately prior to the Effective Time. Effective as of the Effective Time and thereafter, in each case and Parent shall provide, or shall cause the Surviving Corporation to provide, that periods of employment with the Company (including any current or former affiliate of the Company or any predecessor of the Company to the extent recognized by the Company) shall be taken into account for the avoidance of doubt, excluding defined all purposes under all employee benefit pension benefits. Without limiting the foregoing, the Chief Executive Officers of each plans maintained by Parent or an affiliate of Parent and the Company, or each of their respective designees, shall cooperate to design and implement an annual bonus program, including performance goals, for the benefit of the Continuing Employees for the first full calendar year commencing after the Closing Date (the “PostEmployees, including vacation or other paid time-Closing Bonus Plan”off plans or arrangements, 401(k), with the bonus payouts to be based on the attainment of performance goals applicable to the business of the Company pension or other retirement plans and its Subsidiaries for such year any severance or health or welfare plans (and not, for the avoidance of doubt, performance goals applicable to the business of Parent or any of its Subsidiaries other than the Company for purposes of equity incentive compensation and its Subsidiaries). Each Continuing Employee shall be entitled to participate determining any accrued benefit under any defined benefit pension plan or as would result in the Post-Closing Bonus Plan with an annual bonus target equal to the greater a duplication of (x) such Continuing Employee’s annual bonus target under the Closing Year VCP (as defined below) and (y) the annual bonus target of a similarly-situated employees of Parent (as reasonably determined by Parent where such targets constitute a rangebenefits).

Employee Benefits Matters. (a) From and after the Effective Time until the first anniversary of the Effective Time, Parent shall (or and shall cause its Affiliates, including the Surviving Entity and its Subsidiaries to), honor in accordance Corporation to comply with their terms, all Plans and all other contracts, agreements, severance arrangements, policiesplans or agreements in effect at the Company at the Effective Time for hourly employees. From and after the Effective Time until the first anniversary of the Effective Time, plans Parent shall and commitments shall cause the Surviving Corporation to either maintain the Company's compensation levels and Company Benefit Plans or provide compensation and employee benefits under Benefit Plans to the employees and former employees of the Company and its Subsidiariesrespective Subsidiaries (the "Company Employees") that are, in each casethe aggregate, no less favorable than those provided to such persons pursuant to the Company Benefit Plans as in effect immediately prior to the Effective Time Time; provided however, that for employees who are applicable to current or former Service Providers. For participants in the period beginning Company's leveraged employee stock ownership plan ("LESOP") on the Closing Date date hereof, the aggregate compensation and continuing through benefits in effect immediately prior to the first anniversary Effective Time shall be determined assuming an allocation for the LESOP and related excess cash payments equal to 15% of compensation (as compensation is determined in accordance with the Closing Date (or, if shorter, during Company's historical practices) with respect to the period LESOP participants in the aggregate. Service with the Company and its Subsidiaries shall be credited as service under Parent's Benefit Plans to the extent that such credit does not result in duplication of employment), benefits. Parent shall, shall honor or shall cause the Surviving Entity Corporation to honor any retention program, each employment agreement, the Company's Officers Severance Program, Severance Pay Plan, and its Subsidiaries toSalaried Employees Compensation and Benefits Protection Plan, provide each executive separation agreement and other severance plans or programs (of which any material severance plan or program has been disclosed in the Company Disclosure Schedule) in effect immediately prior to the Effective Time in accordance with their terms, provided that, subject to the requirements of the first two sentences of this Section 5.5, nothing herein shall prevent Parent from terminating or reducing benefits under those arrangements to the extent permissible under the terms of such agreements, programs or plans. In the event that any of the Company's Benefit Plans (to the extent disclosed to Parent on the date hereof and subject to Section 5.5(b)) prohibit termination or modification in the event of a Change in Control, Parent agrees to and to cause the Surviving Corporation to abide by the terms thereof. Parent acknowledges that shareholder approval of the Merger shall constitute a "Change in Control" for purposes of the Company's Benefit Plans to the extent consistent with the terms of such Company Benefit Plans. As promptly as practicable following the Effective Time, but in no event later than 45 days, Parent shall pay or shall cause the Surviving Corporation to pay to eligible plan participants and to each employee covered by one of the Company's bonus plans for 2001, who in either case is also an employee of the Company or its Subsidiaries who continues at the Effective Time, a cash bonus for the employee's service for such period from January 1, 2001 through the Effective Time. The amount of cash bonus for each employee shall be an amount equal to be employed by the Company or the Surviving Entity or their respective Affiliates after the Closing Date (collectively, the “Continuing Employees”) with product of (i) an annual base salary or hourly wage rate, as applicable, and annual cash the employee's 2001 target bonus or other recurring cash incentive opportunity as adjusted to reflect actual performance through the Effective Time as determined by the Company's Board of Directors prior to the Effective Time, multiplied by (ii) the quotient of (A) the number of weeks between January 1, 2001 and the Effective Time divided by (B) 52. Parent shall not take any action which would reduce the allocations which would otherwise be made under the LESOP feature of the Company's 401(K) Plan for Salaried Employees for the plan year ending June 30, 2001 to employees who are participants in that is no less favorable, in the aggregate, than the annual base salary or hourly wage rate, as applicable, and annual target cash bonus or other recurring cash incentive opportunity provided to such Continuing Employee plan immediately prior to the Effective Time, in the aggregate, and (ii) health, welfare and retirement benefits that are substantially comparable, in the aggregate, to either, in Parent’s sole discretion, (A) the health, welfare and retirement benefits provided to such Continuing Employee immediately prior to the Effective Time or (B) the health, welfare and retirement benefits provided to similarly situated employees of Parent and its Affiliates, in each case and for the avoidance of doubt, excluding defined benefit pension benefits. Without limiting the foregoing, the Chief Executive Officers of each of Parent and the Company, or each of their respective designees, shall cooperate to design and implement an annual bonus program, including performance goals, for the benefit of the Continuing Employees for the first full calendar year commencing after the Closing Date (the “Post-Closing Bonus Plan”), with the bonus payouts to be based on the attainment of performance goals applicable to the business of the Company and its Subsidiaries for such year (and not, for the avoidance of doubt, performance goals applicable to the business of Parent or any of its Subsidiaries other than the Company and its Subsidiaries). Each Continuing Employee shall be entitled to participate in the Post-Closing Bonus Plan with an annual bonus target equal to the greater of (x) such Continuing Employee’s annual bonus target under the Closing Year VCP cause Dividend Replacement Contributions (as defined belowunder the LESOP) to be made to such plan for the June 30, 2001 plan year consistent with the Company's historical practices, and (y) shall not permit any action which would extend participation to any groups of employees who are not participants in the annual bonus target LESOP immediately prior to the Effective Time. To the extent that LESOP allocations to any participants for such plan year are limited by reason of a similarly-situated employees any provision of the plan or the Code, Parent (as reasonably determined by shall cause the Surviving Corporation to make corresponding cash payments to such participants in accordance with the Company's historical practices. From and after the Effective Time until the six month anniversary thereof, Parent where such targets constitute a range)shall cause the Surviving Corporation to provide at least 30 days notice prior to terminating, for reasons other than cause, any Company Employee whose options will terminate on the last day of employment.

Employee Benefits Matters. All employees of the Company (athe “Company Employees”) who are employed by the Company immediately prior to the Closing, including those on vacation and authorized leave of absence (including, without limitation, family medical leave, military leave, sick leave, and short-term disability leave), will remain employed immediately following the Closing (such employees in the United States, the “U.S. Continuing Employees”). From and after the Effective Time, Parent shall (or shall, and shall cause its Affiliates, including the Surviving Entity Corporation to, assume, honor, pay, perform and its Subsidiaries to), honor in accordance with their terms, all Plans satisfy any and all other contractsliabilities, agreements, arrangements, policies, plans obligations and commitments responsibilities to or in respect of all Company Employees arising under the Company and its Subsidiaries, in terms of each caseEmployee Plan, as in effect immediately prior to the Effective Time that are applicable to current or former Service ProvidersTime, for as long as such Employee Plan is in effect. For the period beginning on the Closing Date and continuing through the first anniversary of the Closing Date (or, if shorter, during the a period of employmentnot less than one (1) year following the Effective Time (the “Benefits Continuation Period”), Parent shall, or and shall cause the Surviving Entity and its Subsidiaries Corporation to, provide each employee of the Company or its Subsidiaries who continues to be employed by the Company or the Surviving Entity or their respective Affiliates after the Closing Date (collectively, the “U.S. Continuing Employees”) Employee with (i) an annual base salary (or hourly wage rate, as applicable, base wages) and annual annualized cash target bonus or other recurring cash incentive opportunity that is no less favorablebonuses, in the aggregate, no less favorable than the annual base salary (or hourly wage ratebase wages) and annualized cash target bonuses, as applicablein the aggregate, and annual target cash bonus or other recurring cash incentive opportunity provided to such U.S. Continuing Employee immediately prior to the Effective Time, in the aggregate, and (ii) health, welfare and retirement benefits (other than equity-based benefits) that are substantially comparable, comparable in the aggregate, aggregate to either, in Parent’s sole discretion, (A) the health, welfare and retirement employee benefits provided to such U.S. Continuing Employee immediately prior to the Effective Time or (B) Time. From and after the healthEffective Time, welfare and retirement benefits provided to similarly situated employees of Parent and its Affiliates, in each case and for the avoidance purposes of doubtdetermining eligibility to participate, excluding defined vesting and entitlement to benefits where length of service is relevant under any benefit pension benefits. Without limiting the foregoingplan or arrangement of Parent, the Chief Executive Officers of each of Parent and the Company, Surviving Corporation or each any of their respective designeesAffiliates, Parent shall, and shall cooperate cause the Surviving Corporation to, cause each U.S. Continuing Employee to design and implement an annual bonus program, including performance goals, receive service credit for service with the Company to the same extent such service credit was granted under the Employee Plans (other than for the purposes of benefit of accrual under a defined benefit plan) immediately prior to the Continuing Employees for Effective Time. Parent shall, and shall cause the first full calendar year commencing after the Closing Date Surviving Corporation to (the “Post-Closing Bonus Plan”), i) waive all limitations as to preexisting conditions exclusions and waiting periods with the bonus payouts respect to be based on the attainment of performance goals participation and coverage requirements applicable to the business U.S. Continuing Employees (and any dependents or beneficiaries thereof) under any welfare benefit plans that such 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 benefit plan maintained for the U.S. Continuing Employees immediately prior to the Effective Time and (ii) use commercially reasonable efforts to provide each U.S. Continuing Employee with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Effective Time. Parent shall, and shall cause the Surviving Corporation to, honor all vacation, personal and sick days accrued by Company Employees under the plans, policies, programs and arrangements of the Company and its Subsidiaries for such year (and not, for the avoidance of doubt, performance goals applicable immediately prior to the business Effective Time. Nothing in this Section 7.03 shall be deemed to amend any Employee Plan or other plan, agreement or arrangement, and the provisions of Parent or this Section 7.03 are not intended to confer upon any of its Subsidiaries person other than the parties hereto any rights or remedies hereunder, nor to change the at-will status of any Company and its Subsidiaries). Each Continuing Employee shall be entitled to participate in the Postwho is currently an at-Closing Bonus Plan with an annual bonus target equal to the greater of (x) such Continuing Employee’s annual bonus target under the Closing Year VCP (as defined below) and (y) the annual bonus target of a similarly-situated employees of Parent (as reasonably determined by Parent where such targets constitute a range)will employee.

Employee Benefits Matters. (a) From and after Effective as of the Effective TimeTime and for a period of two (2) years thereafter, Parent shall (or shall cause its Affiliates, including the Surviving Entity and its Subsidiaries to), honor in accordance with their terms, all Plans and all other contracts, agreements, arrangements, policies, plans and commitments of the Company and its Subsidiaries, in each case, as in effect immediately prior to the Effective Time that are applicable to current or former Service Providers. For the period beginning on the Closing Date and continuing through the first anniversary of the Closing Date (or, if shorter, during the period of employment), Parent shallprovide, or shall cause the Surviving Entity and its Subsidiaries toCorporation to provide, provide to each employee of the Company or its Subsidiaries who continues to be employed by the Company or the Surviving Entity or their respective Affiliates after the Closing Date Corporation (collectively, the “Continuing Affected Employees”) with ), (i) an annual a base salary or regular hourly wage, whichever is applicable, that is not less than the base salary or regular hourly wage rateprovided to such Affected Employee by the Company immediately prior to the Effective Time, as applicable(ii) bonus opportunity, sales and service incentive award compensation opportunity provided to such Affected Employee by the Company immediately prior to the Effective Time, and annual cash target bonus or other recurring cash incentive opportunity (iii) employee benefits (excluding defined benefit pension plan benefits and any equity award opportunities) that is no less favorableare, in the aggregate, substantially comparable to (A) those provided to such Affected Employee (including all dependents) by the Company immediately prior to the Effective Time, but in no event less than (B) those provided to those generally offered from time to time to similarly situated employees of Parent. Effective as of the annual base salary Effective Time and thereafter, Parent shall provide, or hourly wage rateshall cause the Surviving Corporation to provide, that periods of employment with the Company (including, without limitation, any current or former affiliate of the Company or any predecessor of the Company) shall, to the extent recognized by the Company, be taken into account for purposes of determining, as applicable, the eligibility for participation and annual target cash bonus vesting of any Affected Employee under all employee benefit plans maintained by Parent or an affiliate of Parent for the benefit of the Affected Employees, including, without limitation, vacation plans or arrangements, 401(k) or other recurring cash incentive opportunity provided retirement plans and any severance or welfare plans, except as would result in a duplication of benefits. Effective as of the Effective Time and thereafter, Parent shall, and shall cause the Surviving Corporation to, (x) reduce any period of limitation on health benefits coverage of Affected Employees due to pre-existing conditions (or actively at work or similar) under the applicable health benefits plan of Parent or an affiliate of Parent by the number of days of an individual’s “creditable coverage,” to the extent required by Section 701 of ERISA, (y) except for insured benefit plans (if required by applicable Law), waive any and all eligibility waiting periods and evidence of insurability requirements with respect to such Continuing Affected Employees to the extent such eligibility waiting periods or evidence of insurability requirements were waived with respect to the Affected Employees under the Benefits Plans and (z) credit each Affected Employee with all deductible payments, out-of-pocket or other co-payments paid by such employee under the health benefit plans of the Company or its affiliates prior to the Closing Date during the year in which the Closing occurs for the purpose of determining the extent to which any such employee has satisfied his or her deductible and whether he or she has reached the out-of-pocket maximum under any health benefit plan of Parent or an affiliate of Parent for such year. The Offer and the Merger shall not affect any Affected Employee’s accrual of, or right to take, any accrued but unused personal, sick or vacation days pursuant to any policies applicable to such Affected Employee immediately prior to the Effective Time, in the aggregate, and (ii) health, welfare and retirement benefits that are substantially comparable, in the aggregate, to either, in Parent’s sole discretion, (A) the health, welfare and retirement benefits provided to such Continuing Employee immediately prior to the Effective Time or (B) the health, welfare and retirement benefits provided to similarly situated employees of Parent and its Affiliates, in each case and for the avoidance of doubt, excluding defined benefit pension benefits. Without limiting the foregoing, the Chief Executive Officers of each of Parent and the Company, or each of their respective designees, shall cooperate to design and implement an annual bonus program, including performance goals, for the benefit of the Continuing Employees for the first full calendar year commencing after the Closing Date (the “Post-Closing Bonus Plan”), with the bonus payouts to be based on the attainment of performance goals applicable to the business of the Company and its Subsidiaries for such year (and not, for the avoidance of doubt, performance goals applicable to the business of Parent or any of its Subsidiaries other than the Company and its Subsidiaries). Each Continuing Employee shall be entitled to participate in the Post-Closing Bonus Plan with an annual bonus target equal to the greater of (x) such Continuing Employee’s annual bonus target under the Closing Year VCP (as defined below) and (y) the annual bonus target of a similarly-situated employees of Parent (as reasonably determined by Parent where such targets constitute a range).

Employee Benefits Matters. (a) From and after the Effective Time, Parent shall (or shall cause its Affiliates, including the Surviving Entity and its Subsidiaries to), honor in accordance with their terms, all Plans and all other contracts, agreements, arrangements, policies, plans and commitments As of the Company date hereof, the Parties intend that, subject to the terms of any agreement with any works council, trade union, or other labor organization and its Subsidiariesthe limitations of applicable Law, in each case, as in effect immediately prior to for the period commencing at the Effective Time that are applicable to current or former Service Providers. For the period beginning and ending on the Closing Date and continuing through earlier of (i) the first one year anniversary of the Closing Date Effective Time and (orii) December 31, if shorter, during 2018 (the period of employment"Continuation Period"), Parent Cyclone shall, or shall cause the Surviving Entity Corporation or any applicable Cyclone Subsidiary (including Hurricane and its Subsidiaries Subsidiaries) to, provide each employee of the Company or its Subsidiaries who continues to be employed by the Company or the Surviving Entity or their respective Affiliates after the Closing Date (collectively, the “Continuing Employees”) Employees with (iA) an annual base salary (or hourly wage ratewages, as applicable, ) and annual cash target bonus or other recurring cash incentive opportunity compensation opportunities that is no less favorable, in the aggregate, than are substantially comparable to the annual base salary or hourly wage rate, as applicable, and annual target cash bonus or other recurring cash incentive opportunity provided to such Continuing Employee immediately prior to the Effective Time, in the aggregate, and (ii) health, welfare and retirement benefits that are substantially comparable, in the aggregate, to either, in Parent’s sole discretion, (A) the health, welfare and retirement benefits provided to compensation opportunities received by such Continuing Employee immediately prior to the Effective Time or and (B) the health, group retirement plans and health and welfare and retirement plans benefits provided to similarly situated employees of Parent and its Affiliates, in each case and for the avoidance of doubt, excluding defined benefit pension benefits. Without limiting the foregoing, the Chief Executive Officers of each of Parent and the Company, or each of their respective designees, shall cooperate to design and implement an annual bonus program, including performance goals, for the benefit of the Continuing Employees for the first full calendar year commencing after the Closing Date (the “Post-Closing Bonus Plan”), with the bonus payouts to be based on the attainment of performance goals applicable to the business of the Company and its Subsidiaries for such year (and notexcluding, for the avoidance of doubt, performance goals applicable any equity or equity based compensation program) that are substantially comparable to the business of Parent group retirement plans and health and welfare plans benefits provided to the Continuing Employees immediately prior to the Effective Time. Notwithstanding the foregoing intention, during the Continuation Period, Cyclone, the Surviving Corporation or any Cyclone Subsidiary, as applicable, may (A) reduce the compensation or benefits of any Continuing Employee who was employed by Hurricane or its Subsidiaries other than immediately prior to the Company Effective Time (the "Hurricane Continuing Employees") to provide compensation and its Subsidiaries). Each benefit levels to such Hurricane Continuing Employee shall be entitled to participate in the Post-Closing Bonus Plan with an annual bonus target equal that are substantially comparable to the greater of compensation and benefit levels received by a similarly situated Continuing Employee who was employed by Cyclone or its Subsidiaries immediately prior to the Effective Time (xthe "Cyclone Continuing Employees") such or (B) reduce any Cyclone Continuing Employee’s annual bonus target under 's compensation or benefits to provide compensation and benefit levels to such Cyclone Continuing Employee that are substantially comparable to the Closing Year VCP (as defined below) compensation and (y) the annual bonus target of benefit levels received by a similarly-similarly situated employees of Parent (as reasonably determined by Parent where such targets constitute a range)Hurricane Continuing Employee.

Employee Benefits Matters. Except as Buyer reasonably determines is necessary or advisable to address any XXXXX-00 Xxxxxxxx, XXXXX-00 or the direct or indirect effect thereof (a) From provided, that Buyer shall, to the extent reasonably practicable, consult with the Company’s senior management prior to taking any such action that is material), for the period following the Closing Date and after the Effective Timeending December 31, Parent shall 2021, Buyer will provide (or shall cause its Affiliates, including to be provided) to each of the Surviving Entity and its Subsidiaries to), honor in accordance with their terms, all Plans and all other contracts, agreements, arrangements, policies, plans and commitments employees of the Company and its Subsidiaries, in each case, as in effect immediately prior to the Effective Time that are applicable to current or former Service Providers. For the period beginning Entities on the Closing Date and continuing through the first anniversary of (each, a “Continuing Employee”), while employed by Buyer or any Company Entity following the Closing Date (orDate, if shorter, during the period of employment), Parent shall, or shall cause the Surviving Entity and its Subsidiaries to, provide each employee of the Company or its Subsidiaries who continues to be employed by the Company or the Surviving Entity or their respective Affiliates after the Closing Date (collectively, the “Continuing Employees”) with (i) an annual base salary or hourly wage rate, as applicable, wages and annual cash target bonus or other recurring cash incentive opportunity opportunities that is are no less favorable, in the aggregate, favorable than the annual base salary or hourly wage rate, as applicable, wages and annual target cash bonus or other recurring cash incentive opportunity opportunities provided to such Continuing Employee immediately prior to the Effective Time, in the aggregate, date hereof and (ii) healthother employee benefits (excluding equity-related compensation, nonqualified deferred compensation arrangements, defined benefit pension benefits, and post-termination or retiree welfare benefits, in each case subject to applicable Laws and retirement benefits the terms of CBAs and individual employment Contracts) that are substantially comparable, comparable in the aggregate, aggregate to either, in Parent’s sole discretion, (A) the health, welfare and retirement employee benefits provided to such the Continuing Employee Employees immediately prior to the Effective Time date hereof (excluding equity-related compensation, severance, nonqualified deferred compensation arrangements, defined benefit pension benefits, and post-termination or (B) the health, retiree welfare and retirement benefits provided to similarly situated employees of Parent and its Affiliatesbenefits, in each case and for the avoidance of doubt, excluding defined benefit pension benefits. Without limiting the foregoing, the Chief Executive Officers of each of Parent subject to applicable Laws and the Company, terms of CBAs and individual employment Contracts). Buyer shall cause the employee benefit plans of the Company and its Affiliates established or each of their respective designees, shall cooperate to design and implement an annual bonus program, including performance goals, maintained following the Closing Date for the benefit of the Continuing Employees for (the first full calendar year commencing after “New Plans”) to credit all service by each Continuing Employee with the Company or any of its Subsidiaries (or predecessors thereof) immediately prior to the Closing Date for purposes of eligibility, vesting and accrual (the “Post-Closing Bonus Plan”), but not accrual with the bonus payouts respect to be based on the attainment of performance goals applicable a defined pension plan) to the business same extent such service was recognized by the Company Entities (or predecessors thereof) as of the Closing Date, except, in each case, to the extent such treatment would result in a duplication of benefits or compensation. Buyer shall use commercially reasonable efforts to (x) cause the Company and its Subsidiaries for such year (to waive all pre-existing condition exclusion and notactively-at-work requirements and similar limitations, for the avoidance eligibility waiting periods and evidence of doubt, performance goals applicable insurability requirements under any New Plans to the business of Parent same extent such conditions were waived or any of its Subsidiaries other than the Company and its Subsidiaries). Each Continuing Employee shall be entitled to participate in the Post-Closing Bonus Plan with an annual bonus target equal to the greater of (x) such Continuing Employee’s annual bonus target not applicable under the Closing Year VCP (as defined below) corresponding Employee Benefit Plan and (y) cause any covered expenses incurred for the annual bonus target plan year in which the Closing Date occurs prior to the Closing Date by any Continuing Employee (or covered spouse or dependent thereof) to be credited for purposes of a similarlysatisfying applicable deductible, coinsurance and maximum out-situated employees of-pocket provisions after the Closing Date under any New Plan. Nothing in this Section 6.09, express or implied, shall: (i) confer upon any Person other than the parties to this Agreement and their respective permitted successors and assigns any legal or equitable rights or remedies of Parent any nature whatsoever (including any third-party beneficiary rights) with respect to the provisions of this Section 6.09; (ii) obligate Buyer or any Company Entity to continue the employment or any particular term of employment of any employee of, or the service relationship of any other service provider to, any Company Entity for any period of time after the Closing; (iii) limit the ability of Buyer or any Company Entity to terminate the employment of any employee of, or the service relationship of any other service provider to, any Company Entity following the Closing in accordance with applicable Law and any pre-existing Contractual relationship; or (iv) be construed as reasonably determined by Parent where such targets constitute a range)an amendment, waiver, termination, or creation of any benefit or compensation plan, program, agreement, Contract, policy, or arrangement of Buyer or any Company Entity.

Employee Benefits Matters. (a) From and after the Effective Time, Parent shall (or shall cause its Affiliates, including the Surviving Entity and its Subsidiaries to), honor in accordance with their terms, all Plans and all other contracts, agreements, arrangements, policies, plans and commitments of the Company and its Subsidiaries, in each case, as in effect immediately prior to the Effective Time that are applicable to current or former Service Providers. For the period beginning on the Closing Date and continuing through the first anniversary of the Closing Date (or, if shorter, during the period of employment), Parent shall, or shall cause the Surviving Entity Company and its Subsidiaries to, provide each employee of the Company or its Subsidiaries who continues to be employed by the Company or the Surviving Entity or their respective Affiliates Company after the Closing Date (collectively, the “Continuing Employees”) with (i) (A) an annual base salary or hourly wage rate, as applicable, and annual cash target bonus or other recurring cash incentive opportunity that is no not less favorable, in the aggregate, than the annual base salary or hourly wage rate, as applicable, and annual target cash bonus or other recurring cash incentive opportunity provided to such Continuing Employee immediately prior to the Effective TimeClosing and (B) the annual cash target bonus, in commission opportunity and other recurring cash incentive opportunity that is not less than the aggregateannual cash target bonus, commission opportunity and other recurring cash incentive opportunity, as applicable, provided to such Continuing Employee immediately prior to the Closing, (ii) health, welfare and retirement and other benefits that are substantially comparable, comparable in the aggregate, aggregate to either, in Parent’s sole discretion, (A) the health, welfare and retirement and other benefits provided to such Continuing Employee immediately prior to the Effective Time Closing or (B) the health, welfare and retirement and other benefits provided to similarly situated employees of Parent and its Affiliates, in each case and for the avoidance of doubtcase, excluding equity-based compensation, defined benefit pension pensions, retiree health or retiree welfare benefits. Without limiting , retention, change in control and other one-off payments or benefits; and (iii) severance benefits that are no less favorable than either, in Parent’s sole discretion, (A) the foregoing, the Chief Executive Officers of each of Parent and the Company, or each of their respective designees, shall cooperate to design and implement an annual bonus program, including performance goals, Plan in effect for the benefit of the Continuing Employees for the first full calendar year commencing after immediately prior to the Closing Date or (the “Post-Closing Bonus Plan”), with the bonus payouts to be based on the attainment of performance goals applicable to the business of the Company and its Subsidiaries for such year (and not, for the avoidance of doubt, performance goals applicable to the business of Parent or any of its Subsidiaries other than the Company and its Subsidiaries). Each Continuing Employee shall be entitled to participate in the Post-Closing Bonus Plan with an annual bonus target equal to the greater of (x) such Continuing Employee’s annual bonus target under the Closing Year VCP (as defined below) and (yB) the annual bonus target of a similarly-practice, plan or policy provided to similarly situated employees of Parent (as reasonably determined by Parent where such targets constitute a range)and its Affiliates.

Employee Benefits Matters. (a) From and after During the Effective Time, Parent shall (or shall cause its Affiliates, including the Surviving Entity and its Subsidiaries to), honor in accordance with their terms, all Plans and all other contracts, agreements, arrangements, policies, plans and commitments of the Company and its Subsidiaries, in each case, period commencing as in effect immediately prior to the Effective Time that are applicable to current or former Service Providers. For the period beginning and ending on the Closing Date and continuing through earlier of the first anniversary of the Closing Date or December 31, 2018 (or, if shorter, during the period of employment“Continuation Period”), Parent shall, or and shall cause the Surviving Entity and its Subsidiaries Corporation to, provide each employee of the Company or its Subsidiaries individual who continues to be is employed by the Company or any of its Subsidiaries immediately prior to the Effective Time and who remains employed thereafter by the Surviving Entity Corporation, Parent or any of their respective Affiliates after the Closing Date Subsidiaries (collectivelyeach, the a “Continuing EmployeesEmployee”) with (i) an annual at least the same base salary or hourly salary, wage rate, as applicable, rate and annual cash target bonus or other recurring cash incentive compensation opportunity that is as the base salary, wage rate and cash incentive compensation opportunity provided to each such Continuing Employee immediately prior to the Effective Time, (ii) employee benefits which are no less favorable, favorable in the aggregate, aggregate (including with respect to the proportion of employee cost) than the annual base salary or hourly wage rate, as applicable, employee benefits (excluding long term equity incentive opportunities and annual target cash bonus or other recurring cash incentive opportunity any defined benefit pension plan) provided to such Continuing Employee immediately prior to the Effective Time, in the aggregate, and (iiiii) healthlong-term equity incentive opportunities that are no less favorable than those provided to similarly situated employees of Parent or its Subsidiaries. Without limiting the generality of the foregoing, welfare during the Continuation Period, Parent shall provide, or shall cause the Surviving Corporation or any of their respective Subsidiaries to provide, severance payments and retirement benefits to each Continuing Employee whose employment is terminated during such period that are no less favorable than the severance payments and benefits that are substantially comparable, in the aggregate, to either, in Parent’s sole discretion, (A) the health, welfare and retirement benefits provided to such Continuing Employee is eligible to receive under any applicable severance plan, policy, practice or arrangement sponsored or maintained by the Company or any of its Subsidiaries in accordance with the terms of such arrangement as in effect immediately prior to the Effective Time or (B) date of this Agreement or, if greater, the health, welfare severance payments and retirement benefits that are provided to similarly situated employees of Parent and its Affiliates, in each case and for Subsidiaries at the avoidance time of doubt, excluding defined benefit pension benefits. Without limiting the foregoing, the Chief Executive Officers of each of Parent and the Company, or each of their respective designees, shall cooperate to design and implement an annual bonus program, including performance goals, for the benefit of the Continuing Employees for the first full calendar year commencing after the Closing Date (the “Post-Closing Bonus Plan”), with the bonus payouts to be based on the attainment of performance goals applicable to the business of the Company and its Subsidiaries for such year (and not, for the avoidance of doubt, performance goals applicable to the business of Parent or any of its Subsidiaries other than the Company and its Subsidiaries). Each Continuing Employee shall be entitled to participate in the Post-Closing Bonus Plan with an annual bonus target equal to the greater of (x) such Continuing Employee’s annual bonus target under the Closing Year VCP (as defined below) and (y) the annual bonus target of a similarly-situated employees of Parent (as reasonably determined by Parent where such targets constitute a range)termination.